Perspecta announces financial results for fourth quarter and fiscal year 2020

CHANTILLY, Va., May 21, 2020 /PRNewswire/ -- Perspecta Inc. (NYSE:PRSP), a leading U.S. government services provider, today announced financial results for the fourth quarter and fiscal year ended March 31, 2020.

"We finished our fiscal year by delivering yet another quarter of strong performance," said Mac Curtis, president and chief executive officer, Perspecta. "The health and safety of our dedicated employees is our top priority while remaining focused on supporting our customers' missions and driving value for our shareholders. I am incredibly impressed by the resiliency, creativity and compassion of our workforce. We rose to the COVID-19 challenge and continued to deliver in new, safe and innovative ways. This led to results that exceeded the high end of our revenue, earnings and free cash flow conversion expectations. Our strong business development efforts combined with this dedication ensure we are well positioned for fiscal year 2021 and beyond."

Summary operating results (unaudited)


                                                                                Three Months Ended                                                                           Fiscal Years Ended


        (in millions, except
         margin and per share
         data)                                               March 31,                                         March 31,                                      March 31,                                         March 31,
                                                                  2020                                               2019                                            2020                                               2019

    ---


       Revenue                                                          $
            1,099                                                                                   $
            1,094                                   $
          4,504  $
     4,030


        (Loss) income before
         taxes                                                   (884)                                                             (13)                                                                             (730)            112


        Operating Margin                                        (80.4)                                                            (1.2)                                                                            (16.2)
                                                                     %                                                                %                                                                                 %      2.8
        %


        Net (loss) income                                        (789)                                                             (19)                                                                             (676)             72


        Diluted (loss) earnings
         per share (EPS)                                        (4.89)                                                           (0.12)                                                                            (4.17)           0.44




        Pro Forma and Non-GAAP
         Measures*:



       Revenue                                                          $
            1,099                                                                                   $
            1,094                                   $
          4,504  $
     4,274


        Adjusted Net Income                                         89                                                                89                                                                                352             329


        Adjusted EBITDA                                            182                                                               207                                                                                778             760


        Adjusted EBITDA Margin                                    16.6                                                      18.9
          %                                                                              17.3
                                                                     %                                                                                                                                                  %     17.8
        %


        Adjusted Diluted EPS                                      0.55                                                              0.54                                                                               2.16            2.00




        * Amounts presented under the heading "Pro Forma and Non-GAAP Measures" for the fiscal year ended March 31, 2019 are presented on a pro forma basis as if Perspecta was formed on April 1, 2017. Adjusted Net
         Income, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Diluted EPS are non-GAAP financial measures. Non-GAAP financial measures should be considered in addition to, but not as a substitute for, the
         information provided in accordance with GAAP. See Selected Financial Data and Reconciliation of Non-GAAP Financial Measures at the end of this press release for more information.

    ---

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 HC) and KGS Holding Corp. (KGS HC). To aid investors and analysts with year-over-year comparisons, Perspecta presents pro forma financial information that reflects the USPS, Vencore HC and KGS HC financial information on a combined, pro forma basis as if the mergers had taken place on April 1, 2017. In addition, Perspecta provides adjusted, non-GAAP results that exclude costs directly associated with the spin-off and mergers and the ongoing integration process. The tables in "Selected Financial Data and Reconciliation of Non-GAAP Financial Measures" at the end of this press release present pro forma adjustments and provide reconciliations from GAAP to non-GAAP results.

Fourth quarter summary results. Revenue for the fourth quarter of fiscal year 2020 was $1.1 billion, up slightly compared to the fourth quarter of fiscal year 2019, and down 2.4% compared to the third quarter of fiscal year 2020. The decline in revenue compared to the third quarter was primarily due to approximately $15 million in revenue recorded in the third quarter that had been anticipated to occur in the fourth quarter.

Loss before taxes for the fourth quarter of fiscal year 2020 was $884 million, compared to $13 million for the fourth quarter of fiscal year 2019. The increase in loss before taxes is primarily due to the $796 million non-cash, pre-tax impairment charge related to goodwill and intangible assets due to the U.S. Navy's decision not to award us the re-compete of the Next Generation Enterprise Network (NGEN) contract.

Operating margin for the fourth quarter of fiscal year 2020 decreased from (1.2)% to (80.4)% year-over-year. Net loss was $789 million, or $4.89 per diluted share.

Adjusted net income was $89 million for the fourth quarter of fiscal year 2020, which was flat year-over-year. Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) was $182 million for the fourth quarter of fiscal year 2020, down 12% compared to adjusted EBITDA for the fourth quarter of fiscal year 2019; adjusted EBITDA margin decreased from 18.9% to 16.6% over the same period. Adjusted diluted EPS for the fourth quarter of fiscal year 2020 was $0.55, up 2% compared to adjusted diluted EPS for the fourth quarter of fiscal year 2019.

Fiscal year summary results. Revenue for fiscal year 2020 was $4.5 billion, an increase of 12% compared to fiscal year 2019, and an increase of 5% compared to pro forma revenue of fiscal year 2019. The increase compared to prior year was driven by net growth on existing contracts and new business wins.

Loss before taxes for fiscal year 2020 was $730 million, compared to income before taxes of $112 million for fiscal year 2019. The decline is primarily due to the $796 million non-cash, pre-tax impairment charge related to goodwill and intangible assets due to the U.S. Navy's decision not to award us the re-compete of the NGEN contract.

Operating margin for fiscal year 2020 decreased from 2.8% to (16.2)% year-over-year. Net loss was $676 million, or $4.17 per diluted share.

Adjusted net income was $352 million for fiscal year 2020, which was up 7% compared to pro forma adjusted net income for fiscal year 2019. Adjusted EBITDA was $778 million for fiscal year 2020, up 2% compared to pro forma adjusted EBITDA for fiscal year 2019; adjusted EBITDA margin decreased from pro forma 17.8% to 17.3% over the same period. Adjusted diluted EPS for fiscal year 2020 was $2.16, up 8% compared to pro forma adjusted diluted EPS for fiscal year 2019.

Segment operating results (unaudited)

For the three months ended March 31, 2020, Defense and Intelligence segment revenue of $759 million increased 3% compared to revenue for the same period of the prior year, primarily due to new business wins and growth on existing programs. Civilian and Health Care segment revenue of $340 million decreased by 4% compared to revenue for the same period of the prior year due to the end of the NASA Agency Consolidated End-User Services (ACES) contract and other program wind downs.

Defense and Intelligence adjusted segment profit margin for the fourth quarter of fiscal year 2020 decreased to 13.7% from 14.9% in the fourth quarter of fiscal year 2019. Civilian and Health Care adjusted segment profit margin for the fourth quarter of fiscal year 2020 decreased to 12.1% from 13.8% in the fourth quarter of fiscal year 2019. Total adjusted segment profit for the fourth quarter of fiscal year 2020 decreased to $145 million from $159 million in the fourth quarter of fiscal year 2019, and depreciation and amortization excluding acquisition-related intangibles amortization decreased $11 million.

For the fiscal year ended March 31, 2020, Defense and Intelligence segment revenue of $3.1 billion increased 10% as compared to pro forma segment revenue from the prior year, primarily due to new business wins and growth on existing programs. Civilian and Health Care segment revenue of $1.4 billion decreased by 4% as compared to pro forma segment revenue from the prior year due to the end of the NASA ACES contract and other program wind downs.

Defense and Intelligence adjusted segment profit margin for fiscal year 2020 increased to 14.7% from pro forma 13.6% in fiscal year 2019. Civilian and Health Care adjusted segment profit margin for fiscal year 2020 decreased to 11.0% from pro forma 14.4% in fiscal year 2019. Total adjusted segment profit for fiscal year 2020 increased to $610 million from pro forma adjusted segment profit of $592 million in fiscal year 2019.

Cash management and capital deployment

Perspecta generated $186 million of net cash provided by operating activities in the fourth quarter of fiscal year 2020. Quarterly adjusted free cash flow was $179 million, or 201% of adjusted net income. During the quarter, Perspecta used $24 million to make required debt payments and returned $30 million to shareholders, including $10 million as part of its regular quarterly cash dividend program and $20 million in share repurchases.

For fiscal year 2020, Perspecta generated $626 million of net cash provided by operating activities and $542 million of adjusted free cash flow, or 154% of adjusted net income. During the year, Perspecta used $93 million to make required debt payments and returned $103 million to shareholders, including $38 million in dividends and $65 million in share repurchases.

As of March 31, 2020, Perspecta had $147 million in cash and cash equivalents, $700 million of undrawn capacity in its revolving credit facility, and $2.6 billion in total debt, including $247 million in finance lease obligations.

On May 21, 2020 the Perspecta Board of Directors declared that Perspecta will pay a cash dividend of $0.07 per common share payable on July 15, 2020 to common shareholders of record at the close of business on June 11, 2020. Payment of future quarterly dividends is subject to Board approval.

Contract awards

Contract awards (bookings) totaled $1.2 billion in the fourth quarter of fiscal year 2020, representing a book-to-bill ratio of 1.1x. New business awards constituted approximately 56% of the total awards in the fourth quarter. Book-to-bill exceeded 1.0x for each of the last three quarters and totaled 1.4x for fiscal year 2020. Included in the quarterly bookings were the following single-award prime contracts:

    --  United States Department of Labor Contract. Perspecta was awarded a
        prime contract from the U.S. Department of Labor, Office of the
        Assistant Secretary for Administration and Management, Office of the
        Chief Information Officer for operations and maintenance support of the
        enterprise general support system. The program, which represents new
        work for the company, has a one-year base period with six one-year
        option periods and a potential value of $277 million.
    --  United States Department of Housing and Urban Development Contract.
        Perspecta has been awarded the U.S. Department of Housing and Urban
        Development Data Center Services program from the Office of the Chief
        Information Officer's Infrastructure and Operations Office. The program,
        which represents new work for the company, was awarded under the General
        Services Administration IT-70 contract vehicle. It has a one-year base
        period with four one-year option periods and a potential value of $134
        million.
    --  NGEN EUH Extension. Perspecta received a four-month, $62 million
        extension to the current NGEN contract with the U.S. Department of the
        Navy to continue providing end-user hardware services. With this
        extension, Perspecta will deliver various end-user hardware services
        through July 2020, providing additional time for the orderly transition
        of those services to the NGEN-R End User Hardware (EUH) contract.
    --  Centers for Medicaid and Medicare Services Contract. Perspecta received
        a follow-on task order award to continue work on the Centers for
        Medicare & Medicaid Services Virtual Data Center Prime contract to host
        and improve efficiency of Medicare Part A and Part B Common Working File
        claims processing. The task order has a one-year base period plus four
        one-year option periods and a potential value of $36 million.

Perspecta's backlog of signed business orders at the end of the fourth quarter of fiscal year 2020 was $13.3 billion; funded backlog at the end of the fourth quarter was $2.0 billion.

Forward guidance

The table below introduces fiscal year 2021 guidance ranges for revenue, adjusted EBITDA margin, adjusted diluted EPS, and adjusted free cash flow conversion (as a percentage of adjusted net income). The table below provides information about the estimated financial impact of the network component of the existing NGEN contract (NGEN SMIT), for which we are under contract through December 31, 2020. 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 
      
           Fiscal Year 2021  
       
            NGEN SMIT Information

                ---

                                    
          Guidance              
         Estimated NGEN SMIT            
         Perspecta excluding Estimated
                                                                        Impact                               NGEN SMIT Impact


      
           Revenue (millions)       
           $4,260 - $4,410       
           ~ $600                     
             ~ $3,660 - $3,810


        
           Adjusted EBITDA                  15.0% - 16.0%                                ~ 0.5%                                  ~ 15.5% - 16.5%
               Margin

                ---

     
           Adjusted Diluted EPS        
           $1.90 - $2.03       
           ~ $0.30                     
             ~ $1.60 - $1.73

                ---

      
           Adjusted Free Cash                         100+%                                 ~ 100%      
              ~ 100%+
          Flow Conversion

                ---

John Kavanaugh, Perspecta CFO, commented, "We are pleased to have exceeded all of our financial targets in fiscal year 2020. We continue to demonstrate a consistent track record of execution. Our fiscal year 2021 guidance reflects our expectations of continuing to deliver on our commitments."

Due to the mission-critical nature of the majority of our business, substantially all of the services we provide to our government customers have been considered essential services, which has allowed them to continue. Therefore, the overall impact of the COVID-19 pandemic on our results of operations and liquidity were immaterial in the fourth quarter of fiscal year 2020. However, we have experienced and expect to continue to experience certain disruptions in our operations and impact to our workforce and subcontractor workforce due to illness, quarantines, shelter-in-place orders, closures of our facilities, closures of our customers' facilities and other restrictions or government actions in connection with the COVID-19 pandemic. We continue to monitor the situation, to assess further possible implications to our operations, supply chain and customers, and to take actions in an effort to mitigate adverse consequences. Our fiscal year 2021 guidance above accounts for a potential impact of the COVID-19 pandemic of approximately $75 million in revenue and $20 million in operating income.

Conference call

Perspecta executive management will hold a conference call on May 21, 2020, 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 888-348-3873 (domestic), 855-669-9657 (Canada), or 412-902-4234 (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, 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 270+ 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 nearly 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 and assumptions in this press release that do not directly and exclusively relate to historical facts could be deemed "forward-looking statements." Forward-looking statements are often identified by the use of words such as "anticipates," "believes," "estimates," "expects," "may," "could," "should," "forecast," "goal," "intends," "objective," "plans," "projects," "strategy," "target" and "will" and similar words and terms or variations of such. 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. Forward-looking statements include, among other things, statements with respect to our financial condition, results of operations, cash flows, business strategies, prospects, guidance, share repurchases, dividend payments, contract value, revenue acceleration, profitability and revenue generation. Such 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, many of which are outside of our control. Important factors that could cause actual results to differ materially from those described in forward-looking statements include, but are not limited to, (i) various risks related to health epidemics, pandemics and similar outbreaks, such as the COVID-19 pandemic, which may have material adverse effects on our business, financial position, results of operations and/or cash flows; (ii) any issue that compromises our relationships with the U.S. federal government, or any state or local governments, or damages our professional reputation; (iii) changes in the U.S. federal, state and local governments' spending and mission priorities that shift expenditures away from agencies or programs that we support; (iv) any delay in completion of the U.S. federal government's budget process; (v) failure to comply with numerous laws, regulations and rules, including regarding procurement, anti-bribery and organizational conflicts of interest; (vi) failure by us or our employees to obtain and maintain necessary security clearances or certifications; (vii) our ability to compete effectively in the competitive bidding process and delays, contract terminations or cancellations caused by competitors' protests of major contract awards received by us; (viii) our ability to accurately estimate or otherwise recover expenses, time and resources for our contracts; (ix) problems or delays in the development, delivery and transition of new products and services or the enhancement of existing products and services to meet customer needs and respond to emerging technological trends; (x) failure of third parties to deliver on commitments under contracts with us; (xi) misconduct or other improper activities from our employees or subcontractors; (xii) delays, terminations, or cancellations of our major contract awards, including as a result of our competitors protesting such awards and the impact of the U.S. Navy's decision not to award the NGEN SMIT contract to us; (xiii) failure of our internal control over financial reporting to detect fraud or other issues; (xiv) failure or disruptions to our systems, due to cyber-attack, service interruptions or other security threats; (xv) failure to be awarded task orders under our indefinite delivery/indefinite quantity contracts; (xvi) changes in government procurement, contract or other practices or the adoption by the government of new laws, rules and regulations in a manner adverse to us; and (xvii) uncertainty from the expected discontinuance of LIBOR and transition to any other interest rate benchmark; 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, 2020, 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 press release 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                                          Fiscal Years Ended


        (in millions, except per
         share amounts)                                            March 31, 2020                        March 31, 2019       March 31, 2020                         March 31, 2019

    ---


       Revenue                                                                    $
        1,099                                                 $
             1,094                          $
        4,504    $
       4,030





        Costs of services                                                     853                                         817                                                   3,460           3,043


        Selling, general and
         administrative                                                        73                                          74                                                     303             300


        Depreciation and
         amortization                                                          91                                         116                                                     374             330


        Impairment charges                                                    796                                                                                                796


        Restructuring costs                                                    13                                           7                                                      17              10


        Separation, transaction and
         integration-related costs                                             26                                          22                                                      85             106


        Interest expense, net                                                  32                                          37                                                     137             121


        Other expense, net                                                     99                                          34                                                      62               8



        Total costs and expenses                                            1,983                                       1,107                                                   5,234           3,918





        (Loss) income before taxes                                          (884)                                       (13)                                                  (730)            112


        Income tax expense
         (benefit)                                                           (95)                                          6                                                    (54)             40



        Net (loss) income                                                          $
        (789)                                                 $
             (19)                         $
        (676)      $
       72





        (Loss) earnings per common
         share:



         Basic                                                                   $
        (4.89)                                               $
             (0.12)                        $
        (4.17)    $
       0.44



         Diluted                                                                 $
        (4.89)                                               $
             (0.12)                        $
        (4.17)    $
       0.44



       
                Selected Condensed Consolidated Combined Balance Sheet Data


       (preliminary and unaudited)





       (in millions)                                                        March 31, 2020             March 31,
                                                                                                         2019

    ---


       ASSETS



       Cash and cash equivalents                                                             $
        147                    $
        88



       Receivables, net                                                                513                         484



       Other receivables                                                                45                          92



       Prepaid expenses                                                                 81                         141



       Other current assets                                                            101                          73



       Total current assets                                                            887                         878


        Property and equipment, net                                                     307                         368



       Goodwill                                                                      2,671                       3,179



       Intangible assets, net                                                        1,193                       1,466



       Other assets                                                                    347                         192




       Total assets                                                                        $
        5,405                 $
        6,083





        LIABILITIES and SHAREHOLDERS' EQUITY


        Current maturities of long-term debt                                                   $
        89                    $
        80


        Current finance lease obligations                                               111                         137


        Current operating lease obligations                                              39



       Accounts payable                                                                218                         246


        Accrued payroll and related costs                                               142                          91



       Accrued expenses                                                                385                         396



       Other current liabilities                                                        73                          64




       Total current liabilities                                                     1,057                       1,014


        Long-term debt, net of current
         maturities                                                                   2,283                       2,297


        Non-current finance lease
         obligations                                                                    136                         168



       Deferred tax liabilities                                                        114                         171


        Other long-term liabilities                                                     458                         271




       Total liabilities                                                             4,048                       3,921


        Commitments and contingencies



       Total shareholders' equity                                                    1,357                       2,162


        Total liabilities and shareholders'
         equity                                                                             $
        5,405                 $
        6,083



       
                Selected Condensed Consolidated Combined Statements of Cash Flows


       (preliminary and unaudited)




                                                                                           Three Months Ended                                    Fiscal Years Ended



       (in millions)                                                     March 31,                           March 31,         March 31,                           March 31,
                                                                               2020                                 2019               2020                                 2019

    ---

        Cash flows from operating
         activities:



       Net (loss) income                                                             $
         (789)                                          $
              (19)                     $
          (676)    $
        72


        Adjustments to reconcile net
         (loss) income to net cash
         provided by operating activities:


        Depreciation and amortization                                            91                                         116                                             374               330



       Impairment charges                                                      796                                                                                        796


        Net periodic benefit cost                                                70                                          26                                              62                26


        Share-based compensation                                                  2                                           4                                              23                11



       Deferred income taxes                                                  (59)                                         25                                            (55)                8


        Gain on sale or disposal of
         assets, net                                                              5                                                                                       (18)             (25)



       Restructuring charges                                                    13                                           7                                              17                10


        Other non-cash charges, net                                               5                                          17                                              12                 1


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



       Receivables, net                                                         48                                          24                                              97               102


        Prepaid expenses and other current
         assets                                                                  25                                         (3)                                             63              (25)


        Accounts payable, accrued expenses
         and other current liabilities                                           34                                           5                                              14              (18)


        Deferred revenue and advanced
         contract payments                                                     (11)                                          2                                            (35)             (11)


        Income taxes payable and liability                                     (40)                                       (42)                                           (46)             (22)



       Accrued restructuring                                                                                              (2)                                            (1)              (4)


        Other assets and liabilities, net                                       (4)                                          8                                             (1)                7



        Net cash provided by operating
         activities                                                             186                                         168                                             626               462



        Cash flows from investing
         activities:


        Payments for acquisitions, net of
         cash acquired                                                                                                                                                  (265)            (312)


        Extinguishment of Vencore debt and
         related costs                                                                                                                                                                   (994)


        Proceeds from sale of assets                                                                                                                                       77                25


        Purchases of property, equipment
         and software                                                           (6)                                       (14)                                           (17)             (26)


        Payments for outsourcing contract
         costs                                                                  (1)                                        (4)                                            (5)             (11)


        Net cash used in investing
         activities                                                             (7)                                       (18)                                          (210)          (1,318)



        Cash flows from financing
         activities:


        Principal payments on long-term
         debt                                                                  (24)                                       (88)                                           (93)            (170)


        Proceeds from debt issuance                                                                                                                                                      2,500


        Payments of debt issuance costs                                         (1)                                                                                       (4)             (46)


        Proceeds from revolving credit
         facility                                                                25                                                                                        200                50


        Payments on revolving credit
         facility                                                              (25)                                                                                     (150)             (50)


        Payments on finance lease
         obligations                                                           (31)                                       (48)                                          (141)            (172)


        Repurchases of common stock                                            (20)                                       (16)                                           (66)             (59)


        Repurchases of common stock to
         satisfy tax withholding
         obligations                                                                                                                                                      (2)              (1)



       Dividend to DXC                                                                                                                                                                  (984)


        Dividends paid to Perspecta
         shareholders                                                          (10)                                        (8)                                           (38)             (25)


        Transfers to Parent, net                                                                                                                                                          (88)


        Net cash (used in) provided by
         financing activities                                                  (86)                                      (160)                                          (294)              955



        Net change in cash and cash
         equivalents, including restricted                                       93                                        (10)                                            122                99


        Cash and cash equivalents,
         including restricted, at
         beginning of period                                                    128                                         109                                              99



        Cash and cash equivalents,
         including restricted, at end of
         period                                                                 221                                          99                                             221                99


        Less restricted cash and cash
         equivalents included in other
         current assets                                                          74                                          11                                              74                11



        Cash and cash equivalents at end
         of period                                                                      $
         147                                             $
              88                       $
           147     $
        88

Selected Financial Data and Reconciliation of Non-GAAP Financial Measures

To aid investors and analysts with year-over-year comparability for the combined businesses of USPS, Vencore HC and KGS HC, Perspecta is including certain pro forma financial information that combines the stand-alone USPS and Vencore HC and KGS HC financial information as if the acquisition had taken place on April 1, 2017. These pro forma results include Vencore HC and KGS HC results for the period from April 1, 2018 to May 31, 2018 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, non-GAAP results that exclude costs directly associated with the spin-off and mergers and the ongoing integration process.

The following tables present selected financial data, including the reconciliation of 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, diluted EPS 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)


                           Fiscal Year Ended



       (in millions)        March 31, 2019

    ---


       Revenue                              $
     4,030


        Historical Vencore
         revenue (a) (b)                 244



        Pro forma revenue                    $
     4,274





              Notes:


               (a)                    Revenue prior
                                       to the May
                                       31, 2018
                                       mergers is
                                       from the most
                                       closely
                                       corresponding
                                       reporting
                                       periods,
                                       which is
                                       April 1, 2018
                                       to May 31,
                                       2018 for the
                                       fiscal year
                                       ended March
                                       31, 2019.


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

Pro Forma and Adjusted EBITDA, Net Income, and Diluted EPS (Unaudited)

Adjusted EBITDA excludes the following items: interest, taxes, depreciation and amortization, restructuring, separation, transaction and integration-related costs, mark-to-market adjustments to the pension and other post-employment benefit programs, stock-based compensation, and other non-recurring items. Adjusted net income and adjusted diluted EPS also exclude acquisition-related intangible amortization.


                                                                            Three Months Ended                                           Fiscal Years Ended


        (in millions)                               March 31, 2020                             March 31, 2019        March 31, 2020                         March 31, 2019

    ---

                     Net income (loss)                                  $
              (789)                                                 $
              (19)                       $
       (676)        $
     72


        Income tax expense
         (benefit)                                            (95)                                                6                                                    (54)               40


        Interest expense,
         net                                                    32                                                37                                                     137               121


        Depreciation and
         amortization                                           91                                               116                                                     374               330



                     EBITDA                                  (761)                                              140                                                   (219)              563


        Historical Vencore
         (a)                                                                                                                                                                             29


        Effects of Spin-Off
         and Mergers                                                                                            (4)                                                                       3


        Impairment charges                                     796                                                                                                      796


        Restructuring costs                                     13                                                 7                                                      17                10


        Separation,
         transaction and
         integration-
         related costs                                          26                                                22                                                      85               106


        Pension actuarial
         and settlement
         losses                                                 72                                                35                                                      72                35


        Share-based
         compensation                                            2                                                 4                                                      23                11


        Gain on sale of
         assets                                                                                                                                                       (33)


        Separation related
         cost                                                   34                                                 3                                                      37                 3



                     Adjusted EBITDA                           182                                               207                                                     778               760


                                    Adjusted EBITDA           16.6                                              18.9                                                    17.3              17.8
                                     margin (b)

                                                                 %                                                %                                                      %                %


        Depreciation and
         amortization (c)                                     (91)                                            (116)                                                  (374)            (342)


        Amortization of
         acquired
         intangibles (c)                                        54                                                68                                                     206               174


        Interest expense,
         net                                                  (32)                                             (37)                                                  (137)            (141)



                     Adjusted earnings
                      before taxes                             113                                               122                                                     473               451


        Income tax expense
         (d)                                                    24                                                33                                                     121               122



                     Adjusted net income                             $
       
                89                                             $
        
                89                   $
        
         352   $
      
       329



                     Adjusted diluted EPS
                      (e)                                          $
       
                0.55                                           $
        
                0.54                  $
        
         2.16  $
      
       2.00





              
                Notes:


               (a)                   Represents pro forma
                                      results associated with
                                      Vencore HC and KGS HC
                                      for the period from
                                      April 1, 2018 to May
                                      31, 2018.


               (b)                   Adjusted EBITDA margin
                                      is calculated as the
                                      ratio of adjusted
                                      EBITDA to revenue for
                                      both quarters ended
                                      March 31, 2020 and
                                      2019, and fiscal year
                                      ended March 31, 2020.
                                      Pro forma adjusted
                                      EBITDA margin is
                                      calculated as the ratio
                                      of pro forma adjusted
                                      EBITDA to pro forma
                                      revenue for the fiscal
                                      year ended March 31,
                                        2019.


               (c)                   Represents pro forma
                                      depreciation and
                                      amortization and pro
                                      forma amortization of
                                      acquired intangibles
                                      during the fiscal year
                                      ended March 31, 2019,
                                      updated for the final
                                      valuation of
                                      intangibles.


               (d)                   Represents income tax
                                      expense utilizing an
                                      adjusted effective tax
                                      rate that adjusts for
                                      non-GAAP measures
                                      including: transaction
                                      costs, integration
                                      costs, and tax add
                                      backs for non-
                                      deductible prior-
                                      merger goodwill
                                      amortization. Adjusted
                                      effective tax rates are
                                      approximately 21% and
                                      27% for the quarters
                                      ended March 31, 2020
                                      and 2019, and
                                      approximately 26% and
                                      27% for fiscal years
                                      ended March 31, 2020
                                      and 2019.


               (e)                   Represents adjusted net
                                      income divided by the
                                      weighted-average
                                      common shares on a
                                      diluted basis of 162.29
                                      and 164.82 million for
                                      the quarters ended
                                      March 31, 2020 and
                                      2019, respectively, and
                                      adjusted net income
                                      divided by the
                                      weighted-average
                                      common shares on a
                                      diluted basis of 162.72
                                      and 164.82 million for
                                      the fiscal years ended
                                      March 31, 2020 and
                                      2019, respectively.

Adjusted Free Cash Flow (Unaudited)

Perspecta defines adjusted free cash flow as net cash provided by operating activities less purchases of property, equipment and software, and adjusted for certain items, such as (i) payments on finance lease obligations, (ii) business acquisitions, dispositions, and investments, (iii) restructuring payments, (iv) payments on separation, 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.


                                             Three Months Ended                                        Fiscal Years Ended


        (in millions)      March 31, 2020                       March 31, 2019       March 31, 2020                       March 31, 2019

    ---

        Net cash provided
         by operating
         activities                       $
        186                                                 $
             168                         $
         626  $
     462


        Historical Vencore
         (a)                                                                                                                                     14


        Purchases of
         property,
         equipment and
         software                     (6)                                      (14)                                                 (17)       (26)


        Payments on
         finance lease
         obligations                 (31)                                      (48)                                                (141)      (172)


        Payments on
         restructuring,
         transaction and
         integration-
         related costs                 30                                         30                                                    91         142


        Initial sale of
         qualifying
         receivables                                                                                                                (17)



        Adjusted free cash
         flow                             $
        179                                                 $
             136                         $
         542  $
     420





              
                Notes:


               (a)                               Results for
                                                  the fiscal
                                                  year ended
                                                  March 31,
                                                  2019 are pro
                                                  forma,
                                                  representing
                                                  results
                                                  associated
                                                  with Vencore
                                                  HC and KGS
                                                  HC for the
                                                  period from
                                                  April 1,
                                                  2018 to May
                                                  31, 2018.

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 U.S. 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 reportable segment profit and reconciliation of reportable segment profit to income before taxes:


                                                                                                                    
           
          Selected Segment Measures (Unaudited)




                                                                                                                  
           
       Three Months Ended


                                                                     
     
               March 31, 2020                                                                             
              
            March 31, 2019



       (in millions)                        Defense and                            Civilian and       Total                                Defense and                             Civilian and                    Total
                                 Intelligence                            Health Care                                            Intelligence                             Health Care

    ---


       Revenue                                            $
        759                                           $
           340                                                                      $
              1,099                $
       739          $
        355 $
       1,094






       Segment profit                                      $
        98                                            $
           40                                                                        $
              138                $
       107           $
        48   $
       155


        Non-GAAP adjustments (a)                       6                                             1                                                  7                                                         3           1                 4



        Adjusted segment profit                            $
        104                                            $
           41                                                                        $
              145                $
       110           $
        49   $
       159



        Segment profit margin                       12.9                                          11.8                                               12.6                                                      14.5        13.5              14.2

                                                       %                                            %                                                 %                                                        %          %                %


        Adjusted segment profit                     13.7                                          12.1                                               13.2                                                      14.9        13.8              14.5
         margin
                                                       %                                            %                                                 %                                                        %          %                %






                                                                                                                  
           
       Fiscal Years Ended


                                                                     
     
               March 31, 2020                                                                             
              
            March 31, 2019



       (in millions)                        Defense and                            Civilian and       Total                                Defense and                             Civilian and                    Total
                                 Intelligence                            Health Care                                            Intelligence                             Health Care

    ---


       Revenue                                          $
        3,101                                         $
           1,403                                                                      $
              4,504              $
       2,587        $
        1,443 $
       4,030


        Add: Historical Vencore                                                                                                                                                                              230          14               244



        Adjusted revenue (b)                             $
        3,101                                         $
           1,403                                                                      $
              4,504              $
       2,817        $
        1,457 $
       4,274






       Segment profit                                     $
        444                                           $
           152                                                                        $
              596                $
       331          $
        196   $
       527


        Non-GAAP adjustments (a)                      11                                             3                                                 14                                                        51          14                65



        Adjusted segment profit                            $
        455                                           $
           155                                                                        $
              610                $
       382          $
        210   $
       592



        Segment profit margin                       14.3                                          10.8                                               13.2                                                      12.8        13.6              13.1

                                                       %                                            %                                                 %                                                        %          %                %


        Adjusted segment profit                     14.7                                          11.0                                               13.5                                                      13.6        14.4              13.9
         margin
                                                       %                                            %                                                 %                                                        %          %                %





              
                Notes:


               (a)                               Non-GAAP
                                                  adjustments
                                                  include
                                                  non-
                                                  operating
                                                  net
                                                  periodic
                                                  pension
                                                  benefit,
                                                  and certain
                                                  separation-
                                                  related and
                                                  other
                                                  costs.


               (b)                               Adjusted
                                                  results
                                                  represent
                                                  non-GAAP
                                                  financial
                                                  measures,
                                                  and it
                                                  should be
                                                  considered
                                                  in addition
                                                  to, but not
                                                  as
                                                  substitute
                                                  for, the
                                                  information
                                                  provided in
                                                  accordance
                                                  with GAAP.
                                                  Note that
                                                  amounts for
                                                  the fiscal
                                                  year ended
                                                  March 31,
                                                  2019 are
                                                  pro forma
                                                  and that
                                                  results for
                                                  the fiscal
                                                  year ended
                                                  March 31,
                                                  2020 are
                                                  GAAP
                                                  measures.


                                                                
         
        Reconciliation of Reportable Segment Profit to Income Before Taxes (Unaudited)




                                                   Three Months Ended                                                                              Fiscal Years Ended


        (in millions)          March 31, 2020                           March 31, 2019                                       March 31, 2020                           March 31, 2019

    ---

        Total profit for
         reportable segments                    $
         138                                                                                      $
              155                         $
         596    $
        527


        Not allocated to
         segments:


        Share-based
         compensation                     (2)                                                  (4)                                                                              (23)        (11)


        Amortization of
         acquired intangible
         assets                          (54)                                                 (68)                                                                             (206)       (165)


        Impairment charges              (796)                                                                                                                                  (796)


        Restructuring costs              (13)                                                  (3)                                                                              (17)         (4)


        Separation,
         transaction and
         integration-related
         costs                           (26)                                                 (22)                                                                              (85)       (106)


        Interest expense, net            (32)                                                 (37)                                                                             (137)       (121)


        Other unallocated, net           (99)                                                 (34)                                                                              (62)         (8)



        (Loss) income before
         taxes                                $
         (884)                                                                                    $
              (13)                       $
        (730)   $
        112

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SOURCE Perspecta Inc.