Perspecta Announces Financial Results for Second Quarter of Fiscal Year 2019

CHANTILLY, Va., Nov. 14, 2018 /PRNewswire/ -- Perspecta Inc. (NYSE:PRSP), a leading U.S. government services provider, today announced financial results for the second quarter of fiscal year 2019, which ended September 30, 2018.

"We are pleased to report another strong quarter of operations as Perspecta," said Mac Curtis, Perspecta's president and CEO. "Our end markets are growing, and we believe our innovation and intellectual property differentiate us from our competitors. Our entire team has worked hard to stand up a new company without missing a beat on delivering mission success for our customers. With each passing day, we are executing more efficiently, coming together more closely, and creating a stronger, more unified company that we can all be proud of."

Summary Operating Results (Unaudited)


                                                                                       Three Months Ended


                   (in millions, except                         September 30,                                      September 30,
                    margin and per share                             2018                                                2017
                    data)

    ---


       Revenue                                                                 $
            1,068                                              $
       706


        Income before taxes                                                36                                                           66


        Operating Margin                                                  3.4
                                                                            %                                                    9.3
       %



       Net income                                                         24                                                           40


        Diluted earnings per
         share (EPS)                                                     0.14                                                         0.28




        Non-GAAP Measures*:



       Revenue                                                                 $
            1,068                                            $
       1,055


        Adjusted Net Income                                                74                                                           73


        Adjusted EBITDA                                                   177                                                          162


        Adjusted EBITDA Margin                                           16.5                                                         15.4
                                                                            %                                                           %


        Adjusted Diluted EPS                                             0.45                                                         0.44




        * Non-GAAP financial measures should be considered in addition to, but not as a substitute for, the
         information provided in accordance with GAAP. Reconciliations for non-GAAP financial items to the most
         directly comparable GAAP financial items are provided under Reconciliation of Non-GAAP Financial Measures
         at the end of this press release. Note that amounts for the three months ended September 30, 2017 are pro
         forma and that revenue for the three months ended September 30, 2018 is a GAAP measure.

    ---

On May 31, 2018, Perspecta became an independent company through consummation of the spin-off by DXC Technology Company (DXC) of its U.S. Public Sector Business (USPS) and merger of USPS with Vencore Holding Corp. (Vencore) and KGS Holding Corp. (KeyPoint). On June 1, 2018, Perspecta began trading on the New York Stock Exchange. Accordingly, results provided in accordance with U.S. generally accepted accounting principles (GAAP) through May 31, 2018 reflect the operations of USPS, and thereafter reflect the combined operations of USPS, Vencore and KeyPoint. To aid investors and analysts with year-over-year comparability, Perspecta is including certain pro forma financial information that combines the stand-alone USPS, Vencore and KeyPoint financial information as if the mergers had taken place on April 1, 2017. Also, Perspecta is including adjusted results that exclude costs directly associated with the spin-off and mergers and the ongoing integration process. The tables in Reconciliation of Non-GAAP Financial Measures at the end of this press release provide all appropriate reconciliations from pro forma and adjusted results to GAAP.

Revenue for the quarter was $1.07 billion, up 51 percent compared to the second quarter of fiscal year 2018, primarily as a result of the mergers. Revenue for the quarter was up 1 percent from pro forma revenue for the second quarter of fiscal year 2018. Major drivers of the increase from the pro forma second quarter of fiscal year 2018 include continued growth in intelligence community support and background investigations, which more than offset the completion of a large engineering support contract for the Kennedy Space Center.

Income before taxes for the second quarter of fiscal year 2019 was $36 million (3.4 percent operating margin), which was down 45 percent from the second quarter of fiscal year 2018. The year-over-year decrease in income before taxes stems primarily from $26 million in separation, integration and restructuring expenses and an increase in interest expense of $32 million associated with the additional debt from the mergers. Net income was $24 million, or $0.14 per diluted share, which was down 40 percent from the second quarter of fiscal year 2018.

Adjusted net income was $74 million for the second quarter, which was up 1% year-over-year on a pro forma basis. Adjusted EBITDA was $177 million for the second quarter, up 9 percent compared to pro forma adjusted EBITDA for the second quarter of fiscal year 2018; adjusted EBITDA margin improved from 15.4 percent (pro forma) to 16.5 percent over the same period. Adjusted diluted earnings per share for the quarter was $0.45, up 2 percent compared to pro forma adjusted diluted EPS for the second quarter of fiscal year 2018.

Segment Operating Results (Unaudited)

For the three months ended September 30, 2018, Defense and Intelligence segment revenue of $702 million increased by $53 million, or 8 percent compared to pro forma revenue from the same period of the prior year. Major drivers of the year-over-year increase include continued growth in intelligence community support and background investigations. The increase also included $13 million resulting from the successful completion a large, classified, fixed priced contract earlier than originally anticipated.

Civilian and Health Care segment revenue of $366 million decreased by $40 million, or 10 percent compared to pro forma revenue from the same period of the prior year, with $38 million of the revenue decrease due to the successful completion in fiscal year 2018 of a large engineering support contract for the Kennedy Space Center.

Defense and Intelligence adjusted segment operating margin for the quarter improved to 13.1 percent from 11.9 percent (pro forma) in the second quarter of fiscal year 2018. Civilian and Health Care adjusted segment operating margin decreased to 12.8 percent from 16.7 percent (pro forma) in the second quarter of fiscal year 2018. Total adjusted segment operating margin decreased on a pro forma basis primarily because the timing of capital lease conversions, phasing out of purchase price accounting, and remapping of corporate assets as a stand-alone company increased depreciation and amortization excluding acquisition-related intangibles amortization by $21 million.

Cash Management and Capital Deployment

Perspecta generated $76 million of net cash provided by operating activities in the second quarter of fiscal year 2019. Quarterly adjusted free cash flow was $105 million, or 142 percent of adjusted net income.

During the second quarter of fiscal year 2019, Perspecta deployed $50 million to pay down debt and returned $31 million to shareholders, including $8 million as part of its regular quarterly cash dividend program and $23 million in share repurchases ($2 million of which was settled after the end of the second quarter). At quarter end, Perspecta had $126 million in cash and cash equivalents, $600 million of undrawn capacity in its revolving credit facility, and $2.8 billion in total debt, including $301 million in capital lease obligations. Management believes Perspecta's steady cash flows and $726 million of total liquidity provides substantial financial flexibility to manage the business.

On November 14, 2018, the Board of Directors declared that Perspecta would pay a cash dividend of $0.05 per share on January 15, 2019 to Perspecta stockholders of record at the close of business on December 5, 2018.

Contract Awards

Contract awards (bookings) totaled $2.4 billion in the second quarter of fiscal year 2019, representing a book-to-bill ratio of 2.3x. New business awards constituted approximately 27% of the total awards in the second quarter.

Included in the quarterly bookings were several particularly important single-award prime contracts:

    --  Next Generation Enterprise Network (NGEN) Contract Extension. Perspecta
        received a one-year, $787 million contract extension from the U.S.
        Department of the Navy for the continuation of IT services under the
        NGEN contract. Under NGEN, Perspecta operates the Navy Marine Corps
        Intranet (NMCI), the world's largest intranet, with approximately
        300,000 seats representing 700,000 Navy and Marine Corps uniformed and
        civilian users.
    --  Defense Manpower Data Center (DMDC) Maintenance and Integration
        Services. Under a five-year, task order with a ceiling value of $564
        million and significantly expanded scope, Perspecta will continue to
        provide the DMDC maintenance and integration services of
        mission-critical hardware and software used around the world. DMDC
        maintains the central and authoritative source of personnel, manpower,
        training and security data for the Department of Defense (DoD).
    --  Centers for Medicare & Medicaid (CMS) Medicare Part B Claims Processing
        Application Services. CMS awarded Perspecta a five-year, $88 million
        task order on the Strategic Partners Acquisition Readiness Contract
        (SPARC) vehicle to provide application services for Medicare Part B
        claims processing. Specific responsibilities include full development
        life cycle support for CMS system maintenance and enhancements as well
        as production and user support for the processing of the expanding
        volume of Medicare Part B claims.
    --  Centers for Disease Control and Prevention (CDC) Geospatial Research,
        Analysis, and Services Program (GRASP). Perspecta was awarded a prime
        contract on the CDC's GRASP. The five-year, single award, indefinite
        delivery, indefinite quantity contract has a ceiling value of $40
        million and represents new work for Perspecta. Perspecta will assist
        public health agencies and partners to respond to public health threats
        by combining geospatial science--including epidemiology, geospatial
        statistics and environmental modeling--with IT expertise in data
        management, analytics, and application development.

Perspecta's backlog of signed business orders at the end of second quarter of fiscal year 2019 was $10.2 billion, which was up 13 percent compared to the first quarter of fiscal year 2019. Funded backlog at the end of the quarter was $2.0 billion, an increase of 1 percent sequentially.

Forward Guidance

Perspecta is updating its previously announced fiscal year 2019 guidance to reflect strong quarterly results and a more positive outlook. The table below provides the current and previous guidance ranges for pro forma revenue, pro forma adjusted EBITDA margin, pro forma adjusted diluted EPS, and pro forma adjusted free cash flow conversion (as a percentage of pro forma adjusted net income). All forward-looking non-GAAP measures exclude estimates for amortization of intangible assets; stock-based compensation expenses; restructuring, separation, transaction, and integration-related costs; mark-to-market changes associated with pension and other post-retirement benefit plans; and other non-recurring items. Perspecta is unable to provide a reconciliation of non-GAAP guidance measures to corresponding GAAP measures on a forward-looking basis without unreasonable effort due to the overall high variability and low visibility of most of the excluded items. Material changes to any one of these items could have a significant effect on future GAAP results.


                 Measure     Current FY19 Guidance     Prior FY19 Guidance

       ---

     Pro Forma Revenue
         (millions)      
             $4,200 - $4,250 
           $4,150 - $4,250

       ---

         Pro Forma
       Adjusted EBITDA
           Margin                    16.5% - 17.0%          16.0% - 17.0%

       ---

         Pro Forma
      Adjusted Diluted
             EPS           
             $1.85 - $1.95   
           $1.80 - $1.95

       ---

         Pro Forma
        Adjusted Free
          Cash Flow
         Conversion                           95%+                     90%+

       ---

John Kavanaugh, Perspecta CFO, commented, "Perspecta continues to deliver on its financial commitments, and the team's focus on execution and seamless transition has been relentless. Our financial performance has enabled us to upwardly revise our fiscal 2019 guidance and deliver on our balanced capital allocation model, with strong debt pay down, opportunistic share repurchases and a steady dividend. We look forward to building a track record of steady performance and transparent communications with the investment community."

Conference Call

Perspecta executive management will hold a conference call on November 14, 2018, at 5 p.m. Eastern to discuss the financial results and outlook and answer questions. Analysts and investors may participate on the conference call by dialing 888-317-6016 (domestic), 855-669-9657 (Canada), or 412-317-6016 (international). The conference call will be webcast simultaneously through a link on the Investor Relations section of the Perspecta website. A replay of the conference call will be available on the Investor Relations section of the Perspecta website approximately two hours after the conclusion of the call.

About Perspecta Inc.

At Perspecta (NYSE: PRSP), we question, we seek and we solve. Perspecta brings a diverse set of capabilities to our U.S. government customers in defense, intelligence, civilian, health care and state and local markets. Our 260+ issued, licensed and pending patents are more than just pieces of paper, they tell the story of our innovation. With offerings in mission services, digital transformation and enterprise operations, our team of more than 14,000 engineers, analysts, investigators and architects work tirelessly to not only execute the mission, but build and support the backbone that enables it. Perspecta was formed to take on big challenges. We are an engine for growth and success and we enable our customers to build a better nation. For more information about Perspecta, visit perspecta.com.

Forward-looking Statements

All statements in this press release that do not directly and exclusively relate to historical facts constitute "forward-looking statements." These statements represent current intentions, expectations, beliefs or projections, and no assurance can be given that the results described in such statements will be achieved. These statements are subject to numerous assumptions, risks, uncertainties and other factors that could cause actual results to differ materially from those described in such statements, including, but not limited to, risks relating to (i) our relationships with the U.S. federal government, or any state or local governments or changes in such governments' spending and mission priorities that shift expenditures away from agencies or programs that we support; (ii) delay in completion of the U.S. federal government's budget process; (iii) failure by us or our employees to obtain and maintain necessary security clearances or certifications; (iv) our ability to compete effectively in the competitive bidding process; (v) delays, contract terminations or cancellations of our major contract awards; (vi) our ability to accurately estimate or otherwise recover expenses, time and resources for our contracts; (vii) problems or delays in the development, delivery, transition or enhancement of products and services; (viii) failure of third parties to deliver on commitments under contracts with us; (ix) failure to be awarded task orders under our indefinite delivery, indefinite quantity contracts; and (x) changes in government procurement, contract or other practices or the adoption by the government of new laws, rules and regulations adverse to us; as well as the matters described in the "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors" sections of Perspecta's Annual Report on Form 10-K for the year ended March 31, 2018, as may be updated or supplemented in our Quarterly Reports on Form 10-Q and our other filings with the Securities and Exchange Commission, which discuss these and other factors that could adversely affect our results. Readers are cautioned not to place undue reliance on such statements which speak only as of the date they are made. We do not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date of this presentation or to reflect the occurrence of unanticipated events except as required by law.



              
                Condensed Consolidated Combined Statements of Operations
    (preliminary and unaudited)




                                                                                                    Three Months Ended                                      Six Months Ended


                            (in millions, except per                            September 30,                          September 30,     September 30,                       September 30,
                             share amounts)                                          2018                                    2017               2018                                 2017

    ---


              Revenue                                                                        $
          1,068                                             $
              706                      $
        1,861  $
        1,382





               Costs of services (excludes
                depreciation and
                amortization and
                restructuring costs)                                                      813                                        557                                               1,410        1,082


               Selling, general, and
                administrative (excludes
                depreciation and
                amortization and
                restructuring costs)                                                       89                                         35                                                 150           81


               Depreciation and amortization                                               74                                         33                                                 138           70


               Restructuring costs                                                          2                                          4                                                   2            7


               Separation and integration-
                related costs                                                              21                                          6                                                  65           17



              Interest expense                                                            37                                          5                                                  47            7



              Other income, net                                                          (4)                                                                                         (28)



               Total costs and expenses                                                 1,032                                        640                                               1,784        1,264





               Income before taxes                                                         36                                         66                                                  77          118



              Income tax expense                                                          12                                         26                                                  24           46



              Net income                                                                        $
          24                                              $
              40                         $
        53     $
        72





               Earnings per common share
                (a):



                Basic                                                                         $
          0.15                                            $
              0.28                       $
        0.32   $
        0.51



                Diluted                                                                       $
          0.14                                            $
              0.28                       $
        0.32   $
        0.51


     (a) Earnings per share information
          for the three and six months
          ended September 30, 2017, is
          computed using the 142.43
          million shares of Perspecta
          common stock resulting from the
          distribution by DXC, as
          Perspecta did not operate as a
          stand-alone entity during the
          period and therefore, no
          Perspecta common stock, options
          or other equity awards were
          outstanding and no dividends
          were declared or paid by
          Perspecta.



              
                Selected Condensed Consolidated Combined Balance Sheet Data
    (preliminary and unaudited)




                                                                                        
            
          As of


                            (in millions)                                      September 30,
                                                                                    2018                      March 31, 2018

    ---


              Assets


               Cash and cash equivalents                                                       $
        126                           
     $


               Receivables, net of allowance
                for doubtful accounts of $2 and
                $0                                                                       535                                   354



              Other receivables                                                         122


               Prepaid expenses and other
                current assets                                                           173                                    74


               Deferred contract costs                                                    49                                    21




              Total current assets                                                    1,005                                   449


               Intangible assets, net of
                accumulated amortization of
                $181 and $98                                                           1,441                                   897



              Goodwill                                                                3,273                                 2,022


               Property and equipment, net of
                accumulated depreciation of
                $100 and $66                                                             363                                   290



              Other assets                                                              199                                    21




              Total assets                                                                  $
        6,281                               $
     3,679






              Liabilities


               Current maturities of long-term
                debt                                                                            $
        80                           
     $


               Current capital lease liability                                           146                                   160



              Accounts payable                                                          245                                   195


               Accrued payroll and related
                costs                                                                     78                                    17


               Accrued expenses and other
                current liabilities                                                      508                                   180


               Deferred revenue and advance
                contract payments                                                         77                                    53



              Income taxes payable                                                       34



               Total current liabilities                                               1,168                                   605


               Non-current portion of long-
                term debt                                                              2,415


               Non-current capital lease
                liability                                                                155                                   144


               Non-current deferred revenue
                and advance contract payments                                              8                                     7


               Non-current deferred tax
                liabilities                                                              125                                   176


               Other long-term liabilities                                               207                                    18




              Total liabilities                                                       4,078                                   950


               Commitments and contingencies


               Total stockholders' equity                                              2,203                                 2,729


               Total liabilities and
                stockholders' equity                                                         $
        6,281                               $
     3,679



              
                Condensed Consolidated Combined Statements of Cash Flows
    (preliminary and unaudited)




                                                                                                       Three Months Ended                                        Six Months Ended


                            (in millions)                                            September 30,                        September 30,        September 30,                      September 30,
                                                                                          2018                                  2017                  2018                                2017

    ---

                            Cash flows from operating
                             activities:



              Net income                                                                           $
         24                                                 $
             40                         $
          53      $
     72


               Adjustments to reconcile net
                income to net cash provided by
                operating activities:


               Depreciation and amortization                                                    74                                          33                                                138            70


               Stock-based compensation                                                          1                                         (1)                                                 3


               Deferred income tax benefit                                                    (11)                                                                                         (11)



              Gain on sale of assets                                                          (1)                                                                                         (25)


               Other non-cash charges, net                                                                                                  4                                               (14)            7


               Changes in assets and liabilities,
                net of effects of acquisitions
                and dispositions:



              Change in receivables                                                          (28)                                         73                                                (4)           29


               Change in prepaid expenses and
                other current assets                                                          (13)                                          1                                               (18)          (5)


               Change in accounts payable and
                accrued liabilities                                                             20                                           1                                                 92            98


               Change in income taxes payable and
                income tax liability                                                             6                                                                                             6


               Change in deferred revenue and
                advanced contract payments                                                                                                  4                                                 13             8


               Other operating activities, net                                                   4                                         (5)                                                 3           (5)



               Net cash provided by operating
                activities                                                                      76                                         150                                                236           274



                            Cash flows from investing
                             activities:


               Payments for acquisitions, net of
                cash acquired                                                                                                                                                             (312)


               Extinguishment of Vencore HC and
                KGS HC debt and related costs                                                                                                                                             (994)


               Proceeds from sale of assets                                                                                                                                                  24


               Purchases of property, equipment
                and software                                                                   (5)                                        (5)                                              (11)          (5)


               Payments for outsourcing contract
                costs                                                                          (4)                                        (3)                                               (6)          (6)


               Net cash used in investing
                activities                                                                     (9)                                        (8)                                           (1,299)         (11)



                            Cash flows from financing
                             activities:


               Principal payments on long-term
                debt                                                                          (50)                                                                                         (50)


               Proceeds from debt issuance                                                                                                                                                2,500


               Payment of debt issuance costs                                                                                                                                              (43)


               Proceeds from revolving credit
                facility                                                                                                                                                                     50


               Payments on revolving credit
                facility                                                                                                                                                                   (50)


               Payments on lease liability                                                    (41)                                       (37)                                              (82)         (76)


               Repurchases of common stock                                                    (21)                                                                                         (21)



              Dividend to DXC                                                                                                                                                            (984)


               Dividends paid to Perspecta
                stockholders                                                                   (8)                                                                                          (8)



              Net transfers to Parent                                                                                                  (105)                                              (88)        (187)


               Net cash provided by (used in)
                financing activities                                                         (120)                                      (142)                                             1,224         (263)



               Net increase in cash and cash
                equivalents, including restricted                                             (53)                                                                                          161


               Cash and cash equivalents,
                including restricted, at
                beginning of year                                                              214


               Cash and cash equivalents,
                including restricted, at end of
                period                                                                         161                                                                                           161


               Less restricted cash and cash
                equivalents included in prepaid
                expenses and other current assets                                               35                                                                                            35


                            Cash and cash equivalents at end
                             of period                                                             $
         126                                    
              $                                     $
          126   
     $

Reconciliation of Non-GAAP Financial Measures

To aid investors and analysts with year-over-year comparability for the combined businesses of USPS, Vencore and KeyPoint, Perspecta is including certain pro forma financial information that combines the stand-alone USPS and Vencore and KeyPoint financial information as if the acquisition had taken place on April 1, 2017. These pro forma results include a full period of Vencore and KeyPoint results and assess the impact of interest, depreciation and amortization, recurring elements of pension income, and other costs as if the spin-off and mergers had occurred at the beginning of the period. Perspecta is also including adjusted results that exclude costs directly associated with the spin-off and mergers and the ongoing integration process.

The following tables reconcile non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP. Perspecta management believes that these non-GAAP financial measures provide useful additional information to investors regarding Perspecta's results of operations as they provide another measure of Perspecta's profitability and ability to service its debt and are considered important to financial analysts covering Perspecta's industry.

These non-GAAP financial measures have limitations as an analytical tool and should not be considered in isolation or as a substitute for income from operations, net income or any other measure of financial performance reported in accordance with GAAP. Perspecta's non-GAAP measures may be calculated differently than similarly named measures reported by other companies. In addition, using non-GAAP measures may have limited value as they exclude certain items that may have a material impact on reported financial results and cash flows. When analyzing Perspecta's performance, it is important to evaluate each adjustment in the reconciliation tables and use adjusted measures in addition to, and not as an alternative to, GAAP measures.

Pro Forma Revenue (Unaudited)


                         
             
             PERSPECTA INC.


                 
              
            PRO FORMA REVENUE (Unaudited)




                     (in millions)                        September 30,

                                                                   2017

    ---

        Revenue (a)                                                       $
       706


        Historical Vencore
         revenue (b) (c)                                            349



        Pro forma revenue                                               $
       1,055





              
                Notes:


               (a)                               For the three
                                                  months ended
                                                  September 30,
                                                  2017, GAAP
                                                  results
                                                  reflect the
                                                  operations of
                                                  USPS.


               (b)                               Revenue prior
                                                  to the May
                                                  31, 2018
                                                  mergers is
                                                  from the most
                                                  closely
                                                  corresponding
                                                  reporting
                                                  period, which
                                                  is July 1,
                                                  2017 to
                                                  September 30,
                                                  2017, for the
                                                  three months
                                                  ended
                                                  September 30,
                                                  2017.


               (c)                               In this and
                                                  all
                                                  subsequent
                                                  tables,
                                                  financial
                                                  data for
                                                  "Vencore"
                                                  includes the
                                                  combined
                                                  results of
                                                  Vencore
                                                  Holding Corp.
                                                  and KGS
                                                  Holding Corp.

Adjusted EBITDA, Net Income, and Diluted Earnings Per Share (Unaudited)

Adjusted EBITDA exclude the following items: mark-to-market adjustments to the pension and other post-employment benefit (OPEB) programs, stock-based compensation, and the fiscal year 2018 start-up costs associated with the National Background Investigations Bureau (NBIB) program. There were no mark-to-market changes in either the current or year-ago quarterly periods. Adjusted net income and adjusted diluted earnings per share also exclude acquisition-related intangible amortization.


                                                                                       
              
                PERSPECTA INC.


                                                                        
         
       UNAUDITED ADJUSTED EBITDA, ADJUSTED NET INCOME AND ADJUSTED DILUTED EPS


                                                                                
     
                FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2018





       
                (in millions)            Perspecta for the                                Effect of                                       Effect of  Adjusted

                                                 Three Months                                  Spin-Off                                         Mergers

                                                    Ended

                                                September 30,

                                                           2018

    ---


       Net income                                                   $
        24                                                                
              $                            $
      4      $
     28



       Income tax expense                                   12                                                                                                   1                      13



       Interest expense                                     37                                                                                                                         37



       Depreciation and amortization                        74                                                                                                                         74




       
                EBITDA                                 147                                                                                                   5                     152



       Restructuring                                         2                                                                                                 (2)



       Separation and integration costs                     21                                                                                                                         21



       Stock-based compensation                              1                                                                                                                          1



       Separation related cost                               3                                                                                                                          3



       
                Adjusted EBITDA                            $
     
          174                                                   
              
                $                        $
     
        3  177




       Depreciation and amortization                                                                                                                         (74)



       Amortization of acquired intangibles                                                                                                                    36



       Interest expense                                                                                                                                      (37)




       
                Earnings before taxes                                                                                                                     102



       Income tax expense (a)                                                                                                                                  28




       Adjusted net income                                                                                                                                              $
       74




       
                Adjusted diluted EPS (b)                                                                                                                       $
     
        0.45





              
                Notes:


               (a)                     Represents income tax
                                        expense utilizing an
                                        adjusted effective tax rate
                                        of approximately 27% that
                                        adjusts for non-GAAP
                                        measures including:
                                        transaction costs,
                                        integration costs, and tax
                                        addbacks for non-
                                        deductible prior-merger
                                        goodwill amortization.


               (b)                     Represents adjusted net
                                        income divided by the
                                        weighted-average common
                                        shares on a diluted basis
                                        of 165.79 million.

Pro Forma Adjusted EBITDA, Net Income, and Diluted Earnings Per Share (Unaudited)

Previously, in its Current Report on Form 8-K filed on July 19, 2018, Perspecta provided reconciliations of pro forma adjusted EBITDA, pro forma adjusted net income, and pro forma adjusted diluted earnings per share to net income. The pro forma presentations of these measures contained in this press release differ for three reasons:

    --  In the Current Report on Form 8-K filed on July 19, 2018, Perspecta
        Company provided separate reconciliations of (1) pro forma adjusted
        EBITDA and (2) pro forma adjusted net income and pro forma adjusted
        diluted earnings per share. In the current press release, Perspecta has
        updated this presentation to combine the separate reconciliations and to
        apply a pro forma effective tax rate of 34 percent in the
        reconciliations for pro forma adjusted net income and pro forma adjusted
        diluted earnings per share for fiscal year 2018. This change adjusts for
        the effects of implementing the Tax Cuts and Jobs Act of 2017 for
        purposes of comparison to the financial results for fiscal year 2019.
    --  As required by the SEC, the pro forma presentations in the Current
        Report on Form 8-K filed on July 19, 2018, were prepared in accordance
        with Article 11 of Regulation S-X. Conversely, the pro forma
        presentations in this press release are prepared in accordance with
        using ASC 805, which requires a different treatment of "non-recurring"
        costs.
    --  The pro forma presentations in the Current Report on Form 8-K filed on
        July 19, 2018, were based on a preliminary valuation of intangibles
        reflected in Amendment 3 to the Form 10 filed on April 30, 2018.
        Perspecta received a new valuation report as of July 20, 2018, with
        updated preliminary fair values of net tangible assets purchased,
        including intangibles, and has reflected this update in this press
        release.


                                                                                                           
              
                PERSPECTA INC.


                                                                                   
           
         UNAUDITED PRO FORMA ADJUSTED EBITDA, ADJUSTED NET INCOME AND ADJUSTED DILUTED EPS


                                                                                               
          
                FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2017





       
                (in millions)                         Historical                Effect of                                    Historical                                       Effect of       Pro Forma

                                                         USPS for the                Spin-Off                                  Vencore for the                                      Mergers

                                                         Three Months                                                            Three Months

                                                             Ended                                                                  Ended

                                                         September 30,                                                          September 30,

                                                                  2017                                                                      2017

    ---


       Net income (loss)                                                   $
      40                                                 $
              (9)                                                $
              5                    $
     (9)     $
     27



       Income tax expense (benefit)                                26                           (3)                                                         3                                               (3)            23



       Interest expense                                             5                            13                                                         21                                               (4)            35



       Depreciation and amortization                               33                                                                                       8                                                16             57




       
                EBITDA                                        104                             1                                                         37                                                             142



       Restructuring                                                4                                                                                                                                        1              5



       Separation and integration costs                             6                           (1)                                                                                                          1              6



       Pension and OPEB actuarial and settlement losses                                                                                                  (3)                                                3



       Stock-based compensation                                                                                                                            1                                               (1)



       NBIB adjustment                                                                                                                                     9                                                               9




       
                Adjusted EBITDA                                   $
     
        114                     
              
                $                                                             $
     
                44                 $
      
       4 162




       Depreciation and amortization                                                                                                                                                                   (57)



       Amortization of acquired intangibles                                                                                                                                                              40



       Interest expense (a)                                                                                                                                                                            (35)




       
                Earnings before taxes                                                                                                                                                               110



       Income tax expense (b)                                                                                                                                                                            37



       Adjusted net income                                                                                                                                                                                         $
       73




       
                Adjusted diluted EPS (c)                                                                                                                                                                  $
     
        0.44





              
                Notes:


               (a)                     Pro Forma interest expense is
                                        derived based on the average of
                                        the applicable one-month LIBOR
                                        rates for the three month period
                                        ended June 30, 2018 to enhance
                                        comparability to the period during
                                        which the debt was established.


               (b)                     Represents the income tax impact of
                                        the adjustments to net income
                                        using an estimated effective tax
                                        rate of approximately 34%.


               (c)                     Represents adjusted net income
                                        divided by the weighted-average
                                        common shares on a diluted basis
                                        of 165.70 million.

Adjusted EBITDA Margin and Pro Forma Adjusted EBITDA Margin (Unaudited)

Adjusted EBITDA margin is calculated as the ratio of adjusted EBITDA to revenue, and pro forma adjusted EBITDA Margin is calculated as the ratio of pro forma adjusted EBITDA to pro forma revenue.


                                                         
              
                PERSPECTA INC.


                                  
              
           ADJUSTED EBITDA MARGIN AND PRO FORMA ADJUSTED EBITDA MARGIN (Unaudited)




                                                                                                                             Three Months Ended



       
                (in millions except for margin)                                                September                        September
                                                                                                     30, 2018                         30, 2017
                                                                                                                                         (a)

    ---


       Adjusted EBITDA                                                                                   177                                     162



       Revenue                                                                                         1,068                                   1,055



       Adjusted EBITDA margin                                                                           16.5                                    15.4
                                                                                                            %                                      %





              
                Notes:


                                      Amounts for the
                                        three months
                                        ended September
                                        30, 2017 are
               (a)                      pro forma.

Adjusted Free Cash Flow (Unaudited)

Perspecta defines adjusted free cash flow as the sum of net cash provided by operating activities and net cash used in investing activities adjusted for certain items, such as (i) payments on lease liabilities, (ii) business acquisitions, dispositions, and investments, (iii) payments and amortization related to restructuring activities, (iv) payments on restructuring, transaction and integration-related costs, (v) the impact arising from the initial sale of accounts receivables under the Master Accounts Receivable Purchase Agreement, and (vi) other non-recurring payments.


        
         
                PERSPECTA INC.



         
                ADJUSTED FREE CASH FLOW (Unaudited)


                       FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2018




                       (in millions)                                      Perspecta for the

                                                                          three months ended

                                                                          September 30, 2018

    ---

          Net cash provided
           by operating
           activities                          76


          Net cash used in
           investing
           activities                         (9)


          Acquisitions net
           of cash
           acquired, and
           other (a)                            4


          Payments on lease
           liability (b)                     (41)


          Payments on
           restructuring,
           transaction and
           integration-
           related costs                       75


                       Adjusted free
                        cash flow             105






         
                Notes:


          (a)    
              Consists of $4 million of outsourcing contract
           costs.



         (b)    
              Represents payments on capital leases.


                                                                                                     
            
                PERSPECTA INC.


                                                                                     
              
              PRO FORMA ADJUSTED FREE CASH FLOW (Unaudited)


                                                                                     
              
              FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2017





       
                (in millions)                                            Perspecta for the

                                                                                                  three                                           Historical Vencore for      Pro Forma for the three

                                                                                months ended                                                         the three months               months ended

                                                                             September 30, 2017                                                     ended September 30,          September 30, 2017

                                                                                                                                                                    2017

    ---


       Net cash provided by operating activities                                                       $
              150                                                                                $
      13         $
      163



       Net cash used in investing activities                                                       (8)                                                                  (4)                                   (12)



       Acquisitions net of cash acquired, and other (a)                                              3                                                                     2                                       5



       Payments on lease liability (b)                                                            (37)                                                                                                        (37)



       Payments on restructuring, transaction and integration-related costs                          4                                                                                                            4



       Initial sale of qualifying receivables (c)                                                (121)                                                                                                       (121)




       
                Adjusted free cash flow                                                            $
              (9)                                                                               $
      11           $
      2





              
                Notes:


                                                Consists of
                                                  $3 million
                                                  of
                                                  outsourcing
                                                  contract
               (a)                                costs.


               (b)                               Represents
                                                  payments on
                                                  capital
                                                  leases.


               (c)                               Represents
                                                  the impact
                                                  arising
                                                  from the
                                                  initial
                                                  sale of
                                                  accounts
                                                  receivables
                                                  under the
                                                  Master
                                                  Accounts
                                                  Receivable
                                                  Purchase
                                                  Agreement
                                                  during the
                                                  quarter
                                                  ended
                                                  September
                                                  30, 2017.

Segment Operating Results (Unaudited)

Perspecta delivers IT, mission, and operations-related services across the U.S. federal government through two reportable segments--Defense and Intelligence, which provides services to the Department of Defense (DoD), intelligence community, branches of the U.S. Armed Forces, and other DoD agencies; and Civilian and Health Care, which provides services to the Departments of Homeland Security, Justice, and Health and Human Services, as well as other federal civilian and state and local government agencies. The following tables summarize revenue and segment operating profit by reportable segment:


                                                
              
                PERSPECTA INC.


                                 
      
       RECONCILIATION OF REPORTABLE SEGMENT PROFIT TO INCOME BEFORE TAXES (Unaudited)


                                     
     
                FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017




                                                                              Three Months Ended


                     (in millions)                    September 30,                                            September 30,
                                                           2018                                                      2017

    ---

        Total profit for reportable
         segments                                                     $
              92                                             $
     80



       Less:


        Stock-based compensation                                  1                                                          (1)



       Restructuring costs                                                                                                   4


        Separation and integration-
         related costs                                           21                                                            6



       Interest expense                                         37                                                            5



       Other income, net                                       (3)



       Income before taxes                                           $
              36                                             $
     66


                                                                                                                
              
                PERSPECTA INC.


                                                                                                 
              
                ADJUSTED SEGMENT OPERATING PROFIT (Unaudited)


                                                                                                 
              
                FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2018





       
                (in millions)                                                            Perspecta for the                                                Adjustments for the                  Adjusted for the
                                                                                                        three                                                                             three

                                                                                                 months ended                                                  three months ended                    months ended

                                                                                              September 30, 2018                                               September 30, 2018(a)                 September 30, 2018

    ---


       Revenue


               
              Defense and Intelligence                                                                      $
              702                                  
              $                                       $
           702


               
              Civilian and Health Care                                                              366                                                                                                366


                                                                                                                    $
              1,068                                  
              $                                     $
           1,068






       Segment operating profit


               
              Defense and Intelligence                                                                       $
              71                                                 $
            21                          $
           92


               
              Civilian and Health Care                                                               21                                            26                                                    47


                                                                                                                       $
              92                                                 $
            47                         $
           139






       
                Notes:


        (a)               Represents adjustments for amortization of acquired intangibles and separation-related,
                           integration and other costs, which are included in the segment results of operations.


                                                                                                                  
              
                PERSPECTA INC.


                                                                                        
              
                PRO FORMA REVENUE AND ADJUSTED SEGMENT OPERATING PROFIT (Unaudited)


                                                                                                   
              
                FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2017





       
                (in millions)                                                            Historical USPS for
                                                                                                          the                                                    Historical Vencore and             Pro Forma Adjusted for

                                                                                              three months ended                                              Adjustments for the             the three months ended

                                                                                              September 30, 2017                                              three months ended               September 30, 2017

                                                                                                                                                              September 30, 2017(a)

    ---


       Revenue


               
              Defense and Intelligence                                                                     $
              357                                                    $
          292                          $
          649


               
              Civilian and Health Care                                                               349                                            57                                                  406



                                                                                                                     $
              706                                                    $
          349                        $
          1,055






       Segment operating profit


               
              Defense and Intelligence                                                                      $
              27                                                     $
          50                           $
          77


               
              Civilian and Health Care                                                                53                                            15                                                   68



                                                                                                                      $
              80                                                     $
          65                          $
          145






       
                Notes:


        (a)               Includes adjustments for amortization of acquired intangibles and separation-related,
                           integration and other costs, which are in the segment results of operations.

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SOURCE Perspecta Inc.