Perspecta announces financial results for second quarter of fiscal year 2021

CHANTILLY, Va., Nov. 10, 2020 /PRNewswire/ -- Perspecta Inc. (NYSE:PRSP), a leading U.S. government services provider, today announced financial results for the second quarter of fiscal year 2021, which ended October 2, 2020.

"Since our inception, we have consistently achieved solid execution across the enterprise, and this quarter is no exception. Once again, we delivered on our revenue, adjusted diluted earnings per share and free cash flow conversion expectations," said Mac Curtis, chairman and chief executive officer of Perspecta. "We continue to accomplish these strong results, quarter after quarter, because of our dedication and commitment to mission execution and operational excellence. With strategic awards and significant milestones in the areas of cyber, 5G and cloud migration, we remain steadfast in supporting our customers during this unprecedented time."

Summary operating results (unaudited)


                                                                                Fiscal Quarter Ended



        (in millions, except
         margin and per share
         amounts)                                            October 2, 2020                                         September 30, 2019

    ---


       Revenue                                                                $
            1,142                                          $
        1,172


        Income before taxes                                                       $
            19                                             $
        37


        Operating margin                                         1.7
          %                                    3.2
          %



       Net income                                                                $
            16                                             $
        29


        Diluted earnings per
         share (EPS)                                                            $
            0.10                                           $
        0.18




        Non-GAAP Measures*:


        Adjusted Net Income                                                       $
            86                                             $
        88


        Adjusted EBITDA                                                          $
            179                                            $
        197


        Adjusted EBITDA Margin                                          15.7
                                                                           %                                   16.8
          %


        Adjusted Diluted EPS                                                    $
            0.53                                           $
        0.54




        * 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.

    ---

The tables in Selected Financial Data and Reconciliation of Non-GAAP Financial Measures at the end of this press release provide all appropriate reconciliations from adjusted results to GAAP.

Revenue for the quarter was $1.14 billion, down 3% compared to the second quarter of fiscal year 2020, and up 3% compared to the first quarter of fiscal year 2021. The year-over-year decline in revenue was due to the one-time $60 million asset sale related to the NASA Agency Consolidated End-User Services (NASA ACES) program closeout that we recognized in the second quarter of fiscal year 2020 and the COVID-19 impact of approximately $18 million in the second quarter of fiscal year 2021. Excluding the impacts of the asset sale and the COVID-19 pandemic, revenue for the quarter grew 4% year-over-year.

Income before taxes for the second quarter of fiscal year 2021 was $19 million, which was down 49% compared to the second quarter of fiscal year 2020. Operating margin decreased from 3.2% to 1.7% year-over-year. Net income was $16 million, or $0.10 per diluted share.

Adjusted net income was $86 million for the second quarter of fiscal year 2021, down 2% year-over-year. Adjusted EBITDA was $179 million for the second quarter of fiscal year 2021, down 9% compared to adjusted EBITDA for the second quarter of fiscal year 2020. The as-expected year-over-year decrease in profitability was primarily due to lower asset intensity, an increased mix of cost-reimbursable programs and a $5 million COVID-19 impact. Adjusted diluted EPS for the second quarter of fiscal year 2021 was $0.53, down 2% compared to adjusted diluted EPS for the second quarter of fiscal year 2020.

Segment operating results (unaudited)

For the fiscal quarter ended October 2, 2020, Defense and Intelligence segment revenue of $796 million increased by 2% compared to the second quarter of fiscal year 2020, primarily due to new business wins and growth on existing programs. Civilian and Health Care segment revenue of $346 million decreased by 12% compared to the segment's revenue from the comparable period of the prior year due to the one-time $60 million asset sale related to the NASA ACES program closeout that we recognized in the second quarter of fiscal year 2020.

Defense and Intelligence adjusted segment profit margin for the second quarter of fiscal year 2021 decreased to 13.1% from 14.9% in the second quarter of fiscal year 2020. Civilian and Health Care adjusted segment profit margin for the second quarter of fiscal year 2021 improved to 11.3% from 10.4% in the second quarter of fiscal year 2020.

Cash management and capital deployment

Perspecta generated $164 million of net cash provided by operating activities in the second quarter of fiscal year 2021. Quarterly adjusted free cash flow was $134 million, or 156% of adjusted net income. During the second quarter of fiscal year 2021, Perspecta used $26 million to make debt repayments and returned $11 million to shareholders in the form of its regular quarterly cash dividend program.

At quarter end, Perspecta had $216 million in cash and cash equivalents, $750 million of undrawn capacity in its revolving credit facility, and $2.5 billion in total debt, including $202 million in finance lease obligations. On November 9, 2020, the Perspecta Board of Directors declared that Perspecta will pay a cash dividend of $0.07 per share on January 15, 2020 to Perspecta shareholders of record at the close of business on November 24, 2020.

Contract awards

Contract awards (bookings) totaled $1.8 billion in the second quarter of fiscal year 2021, representing a book-to-bill ratio of 1.6x. Included in the quarterly bookings were several particularly important single-award prime contracts:

    --  Received multiple awards on classified systems engineering and
        integration programs in our Defense and Intelligence segment: Perspecta
        will provide support to U.S. government customers' missions through the
        delivery of high-end systems engineering and integration, data
        analytics, cybersecurity, cloud/IT services and software development.
        The total contract value of these awards is $519 million.
    --  Defense Advanced Research Projects Agency (DARPA) Open, Programmable,
        Secure 5G (OPS-5G) program: Perspecta Labs received two awards on
        DARPA's OPS-5G program for work to improve security of 5G networks.
        Perspecta Labs' solution implements a zero-trust, distributed security
        architecture that operates across the entire scale of Internet of Things
        and network devices, with emphasis on reducing the burden of remote
        attestation and cryptographic computation on resource-constrained
        endpoints. Perspecta Labs' solution will also leverage in-line
        programmable network elements and virtualized network functions to
        enable real-time, distributed defense against cyberattacks through the
        programmable mitigation of distributed denial of service attacks,
        real-time response and restoration and proactive deception-based
        defenses. The awards, which represent new work for the company, have a
        combined total ceiling value of $25 million if all options are
        exercised.
    --  California State Teachers Retirement System Data Center hosting and
        migration services contract: Perspecta will use agile teams to migrate
        critical financial and benefits applications to a cloud-based solution.
        Perspecta will maintain the hosted solution delivering cloud operations,
        security, disaster recovery, information technology service management
        and program management services. The award, which represents new work
        for the company, has a total contract value of $43 million if all
        options are exercised.

Perspecta's backlog of signed business orders at the end of the second quarter of fiscal year 2021 was $13.9 billion; funded backlog at the end of the second quarter was $1.8 billion.

Forward guidance

The table below provides 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 U.S. Navy Next Generation Enterprise Network contract (NGEN SMIT), for which we are under contract through December 31, 2020. We anticipate a sole source six- to nine-month extension from the U.S. Navy on this contract. 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.


                        
       
           Current Guidance                                                                        
       
       Previous Guidance



                          
       
            Fiscal Year            NGEN SMIT Information                                           
       
              Fiscal Year        NGEN SMIT Information
                                                2021                                                                                                 2021



            Measure         
         Guidance           
            Estimated             
            Perspecta Excluding                                          
          Guidance             
            Estimated     
             Perspecta Excluding
                                                         NGEN SMIT                      Estimated NGEN SMIT                                                                               NGEN SMIT              Estimated NGEN SMIT
                                                          Impact                              Impact                                                                                       Impact                       Impact

    ---

            Revenue
           (millions)         
          $4,410 - $4,560   
            ~ $750               
            ~ $3,660 - $3,810                                             
             $4,260 - $4,410   
            ~ $600       
             ~ $3,660 - $3,810

         ---

        Adjusted EBITDA
             Margin                    15.3% - 16.0%                        ~ 0.5%                         ~ 15.8% - 16.5%                                           15.0% - 16.0%                  ~ 0.5%                       ~ 15.5% - 16.5%

         ---

            Adjusted
           Diluted EPS          
          $2.03 - $2.11  
            ~ $0.38                
            ~ $1.65 - $1.73                                                
             $1.90 - $2.03  
            ~ $0.30        
             ~ $1.60 - $1.73

         ---

         Adjusted Free
            Cash Flow
           Conversion                          115+%                         ~ 100%                                 ~ 115+%                                                   100+%                   ~ 100%                               ~ 100+%

         ---

John Kavanaugh, chief financial officer of Perspecta, commented, "We are pleased with the solid performance we delivered in the first half of FY2021. We continue to demonstrate our ability to execute and deliver on our commitments and, as a result, we are raising guidance for the fiscal year."

The fourth quarter of fiscal year 2020 marked the beginning of the COVID-19 pandemic in the United States, and the pandemic has continued through the first quarter of fiscal year 2021. 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, and the company has maintained its workforce at near full capacity. For the fiscal quarter ended October 2, 2020, the overall impact of the COVID-19 pandemic on our results of operations was approximately $18 million lower revenue, $5 million lower adjusted EBITDA and a year-to-date liquidity benefit of $40 million due to a deferral of payroll tax payments afforded by the Coronavirus Aid, Relief and Economic Security Act. We continue to assess further possible implications to our business, 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 adjusted EBITDA.

Conference call

Perspecta executive management will hold a conference call on November 10, 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 280+ 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; (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 the London Interbank Offered Rate 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 fiscal 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 Statements of Operations



     (preliminary and unaudited)




                                                                                         Fiscal Quarter Ended



      (in millions, except per                                     October 2, 2020                            September 30,
       share amounts)                                                                                              2019



     Revenue                                                                      $
            1,142                                $
        1,172





     Costs of services                                                        912                                            908


      Selling, general and
       administrative                                                           65                                             81


      Depreciation and amortization                                             96                                             90


      Restructuring costs                                                       13                                              2


      Separation, transaction and
       integration-related costs                                                12                                             20


      Interest expense, net                                                     29                                             36


      Other (income) expense, net                                              (4)                                           (2)



      Total costs and expenses                                               1,123                                          1,135





      Income before taxes                                                       19                                             37



     Income tax expense                                                         3                                              8




     Net income                                                                      $
            16                                   $
        29




      Earnings per common share:



     Basic                                                                         $
            0.10                                 $
        0.18



     Diluted                                                                       $
            0.10                                 $
        0.18



       
                Selected Condensed Consolidated Balance Sheets



       (preliminary and unaudited)





       (in millions)                                               October 2, 2020             March 31, 2020

    ---


       ASSETS



       Current assets:



       Cash and cash equivalents                                                     $
        216                        $
        147


        Receivables, net of allowance for
         doubtful accounts of $1 and $1                                         520                              513



       Other receivables                                                        40                               45



       Prepaid expenses                                                         68                               81



       Other current assets                                                     66                              101




       Total current assets                                                    910                              887


        Property and equipment, net of
         accumulated depreciation of $245 and
         $193                                                                   278                              307



       Goodwill                                                              2,702                            2,671


        Intangible assets, net of accumulated
         amortization of $629 and $515                                        1,087                            1,193



       Other assets                                                            329                              347




       Total assets                                                                $
        5,306                      $
        5,405





        LIABILITIES and SHAREHOLDERS' EQUITY



       Current liabilities:


        Current maturities of long-term debt                                           $
        93                         $
        89


        Current finance lease obligations                                        94                              111


        Current operating lease obligations                                      33                               39



       Accounts payable                                                        187                              218


        Accrued payroll and related costs                                       219                              142



       Accrued expenses                                                        382                              385



       Other current liabilities                                                93                               73




       Total current liabilities                                             1,101                            1,057


        Long-term debt, net of current
         maturities                                                           2,193                            2,283


        Non-current finance lease obligations                                   108                              136


        Non-current operating lease
         obligations                                                            131                              129



       Deferred tax liabilities                                                100                              114



       Other long-term liabilities                                             304                              329




       Total liabilities                                                     3,937                            4,048


        Commitments and contingencies



       Total shareholders' equity                                            1,369                            1,357


        Total liabilities and shareholders'
         equity                                                                     $
        5,306                      $
        5,405



       
                Condensed Consolidated Statements of Cash Flows



       (preliminary and unaudited)




                                                                                    Fiscal Quarter Ended                                      Two Fiscal Quarters Ended




       (in millions)                                                October 2,                          September 30,         October 2,                               September 30,
                                                                           2020                                    2019                2020                                         2019

    ---

        Cash flows from operating
         activities:



       Net income                                                               $
         16                                                   $
              29                               $
          13   $
      60


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


        Depreciation and amortization                                        96                                             90                                                      192           191



       Share-based compensation                                             10                                             10                                                       17            15



       Deferred income taxes                                               (1)                                          (12)                                                    (17)         (20)


        Loss on sale or disposal of assets,
         net                                                                  5                                              2                                                       12            10


        Other non-cash charges, net                                           7                                              3                                                       11             4


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



       Receivables, net                                                     43                                            (5)                                                      25            50


        Prepaid expenses and other current
         assets                                                            (17)                                            15                                                        7            46


        Accounts payable, accrued expenses
         and other current liabilities                                      (1)                                            10                                                       37          (16)


        Deferred revenue and advanced
         contract payments                                                   12                                            (3)                                                      13          (16)


        Income taxes payable and liability                                  (6)                                           (3)                                                     (7)          (2)


        Other assets and liabilities, net                                                                                 (1)                                                     (7)          (2)



        Net cash provided by operating
         activities                                                         164                                            135                                                      296           320



        Cash flows from investing
         activities:


        Payments for acquisitions, net of
         cash acquired                                                                                                  (265)                                                    (53)        (265)


        Proceeds from sale of assets                                                                                                                                                9


        Purchases of property, equipment
         and software                                                      (11)                                           (3)                                                    (26)          (4)


        Payments for outsourcing contract
         costs                                                                                                            (2)                                                                  (3)


        Net cash used in investing
         activities                                                        (11)                                         (270)                                                    (70)        (272)



        Cash flows from financing
         activities:


        Principal payments on long-term
         debt                                                              (26)                                          (23)                                                    (52)         (45)


        Payments of debt issuance costs                                                                                   (3)                                                                  (3)


        Proceeds from revolving credit
         facility                                                                                                         175                                                                   175


        Payments on revolving credit
         facility                                                                                                                                                                (50)


        Payments on finance lease
         obligations                                                       (39)                                          (42)                                                    (67)         (77)


        Repurchases of common stock                                                                                      (17)                                                                 (32)


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



       Dividends paid                                                     (11)                                          (10)                                                    (21)         (18)


        Net cash used in financing
         activities                                                        (76)                                            80                                                    (192)



        Net change in cash and cash
         equivalents, including restricted                                   77                                           (55)                                                      34            48


        Cash and cash equivalents,
         including restricted, at beginning
         of period                                                          178                                            202                                                      221            99



        Cash and cash equivalents,
         including restricted, at end of
         period                                                             255                                            147                                                      255           147


        Less restricted cash and cash
         equivalents included in other
         current assets                                                      39                                             25                                                       39            25



        Cash and cash equivalents at end of
         period                                                                 $
         216                                                  $
              122                              $
          216  $
      122

Selected Financial Data and Reconciliation of Non-GAAP Financial Measures

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.

Revenue Excluding NGEN SMIT (Unaudited)


                                                           Fiscal Quarter Ended



       (in millions)                      October 2, 2020                          September 30, 2019

    ---


       Revenue                                              $
              1,142                    $
       1,172



       Less NGEN SMIT impact                          217                      214




       Revenue excluding NGEN SMIT impact                     $
              925                      $
       958

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

Adjusted EBITDA excludes the following items: interest, income 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. There were no mark-to-market changes in either the current or year-ago quarterly periods. Adjusted net income and adjusted diluted EPS also exclude acquisition-related intangible amortization.


                                                                                                                Fiscal Quarter Ended




       (in millions, except margin and per share amounts)                          October 2, 2020                                  September 30, 2019

    ---


       
                Net income                                                                       $
       
       16                                                 $
       
       29



       Income tax expense                                                                        3                                                           8



       Interest expense, net                                                                    29                                                          36



       Depreciation and amortization                                                            96                                                          90




       
                EBITDA                                                                     144                                                         163



       Restructuring costs                                                                      13                                                           2



       Separation, transaction and integration-related costs                                    12                                                          20



       Share-based compensation                                                                 10                                                          10



       Other                                                                                                                                                2




       
                Adjusted EBITDA                                                            179                                                         197



       
                
                  Adjusted EBITDA margin (a)                                 15.7

                                                                                                                                                        
        %
                                                                                                  %                                                       16.8



       
                Adjusted EBITDA, excluding NGEN SMIT (b)                                   149                                                         166



       
                
                  Adjusted EBITDA margin, excluding NGEN SMIT (b)            16.1

                                                                                                                                                        
        %
                                                                                                  %                                                       17.3



       Depreciation and amortization                                                          (96)                                                       (90)



       Amortization of acquired intangibles                                                     60                                                          50



       Interest expense, net                                                                  (29)                                                       (36)




       
                Adjusted earnings before taxes                                             114                                                         121



       Income tax expense (c)                                                                   28                                                          33




       
                Adjusted net income                                                              $
       
       86                                                 $
       
       88




       
                Adjusted diluted EPS (d)                                                       $
       
       0.53                                               $
       
       0.54



       
                Adjusted net income, excluding NGEN SMIT (e)                                     $
       
       64                                                 $
       
       66



       
                Adjusted diluted EPS, excluding NGEN SMIT (e)                                  $
       
       0.40                                               $
       
       0.41




              
                Notes:


               (a)                               Adjusted EBITDA
                                                  margin is
                                                  calculated as
                                                  the ratio of
                                                  adjusted
                                                  EBITDA to
                                                  revenue for
                                                  the fiscal
                                                  quarters ended
                                                  October 2,
                                                  2020 and
                                                  September 30,
                                                  2019.


               (b)                               Excludes the
                                                  impact of NGEN
                                                  SMIT. Adjusted
                                                  EBITDA,
                                                  excluding NGEN
                                                  SMIT is
                                                  defined as
                                                  revenue less
                                                  cost of
                                                  services,
                                                  selling,
                                                  general and
                                                  administrative
                                                  and excludes
                                                  certain
                                                  operating
                                                  expenses
                                                  managed at the
                                                  corporate
                                                  level. These
                                                  unallocated
                                                  costs include
                                                  certain
                                                  corporate
                                                  function
                                                  costs, share-
                                                  based
                                                  compensation
                                                  expense,
                                                  amortization
                                                  of acquired
                                                  intangible
                                                  assets,
                                                  impairment
                                                  charges,
                                                  certain
                                                  nonrecoverable
                                                  restructuring
                                                  costs,
                                                  separation,
                                                  transaction
                                                  and
                                                  integration-
                                                  relate costs,
                                                  net periodic
                                                  benefit cost
                                                  and gain or
                                                  loss on sale
                                                  of assets.
                                                  Adjusted
                                                  EBITDA margin,
                                                  excluding NGEN
                                                  SMIT is
                                                  calculated as
                                                  the ratio of
                                                  adjusted
                                                  EBITDA,
                                                  excluding NGEN
                                                  SMIT to
                                                  revenue
                                                  excluding NGEN
                                                  SMIT for the
                                                  fiscal
                                                  quarters ended
                                                  October 2,
                                                  2020 and
                                                  September 30,
                                                  2019.


               (c)                               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 were 25%
                                                  for the fiscal
                                                  quarter ended
                                                  October 2,
                                                  2020, and 27%
                                                  for the fiscal
                                                  quarter ended
                                                  September 30,
                                                  2019.


               (d)                               Represents
                                                  adjusted net
                                                  income divided
                                                  by the
                                                  weighted
                                                  average common
                                                  shares on a
                                                  diluted basis
                                                  of 161.90
                                                  million and
                                                  162.90 million
                                                  for the fiscal
                                                  quarters ended
                                                  October 2,
                                                  2020 and
                                                  September 30,
                                                  2019,
                                                  respectively.


               (e)                               Excludes the
                                                  impact of NGEN
                                                  SMIT. Adjusted
                                                  net income
                                                  excluding NGEN
                                                  SMIT is
                                                  adjusted
                                                  EBITDA,
                                                  excluding NGEN
                                                  SMIT less NGEN
                                                  SMIT
                                                  depreciation
                                                  and imputed
                                                  income tax at
                                                  25%. Adjusted
                                                  diluted EPS,
                                                  excluding NGEN
                                                  SMIT is
                                                  adjusted net
                                                  income,
                                                  excluding NGEN
                                                  SMIT divided
                                                  by the
                                                  weighted-
                                                  average common
                                                  shares on a
                                                  diluted basis
                                                  of 161.90
                                                  million and
                                                  162.90 million
                                                  for the fiscal
                                                  quarters ended
                                                  October 2,
                                                  2020 and
                                                  September 30,
                                                  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.


                                                                                                              Fiscal Quarter Ended




       (in millions)                                                                    October 2, 2020                           September 30, 2019

    ---


       Net cash provided by operating activities                                                        $
     164                                             $
     135



       Purchases of property, equipment and software                                               (11)                                               (3)



       Payments on finance lease obligations                                                       (39)                                              (42)



       Payments on restructuring, separation, transaction and integration-related costs              20                                                 14



       Adjusted free cash flow                                                                          $
     134                                             $
     104

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)




                                                                                                                      
       
      Fiscal Quarter Ended


                                                                                      
         
      October 2, 2020                                                            
         
     September 30, 2019




       (in millions, except profit margin)                            Defense and                       Civilian and                       Total                   Defense and                       Civilian and  Total
                                                           Intelligence                       Health Care                                              Intelligence                    Health Care

    ---


       Revenue                                                                    $
       796                                      $
              346                                                 $
              1,142              $
     777        $
      395 $
       1,172






       Segment profit                                                             $
       101                                       $
              38                                                   $
              139              $
     113         $
      40   $
       153



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




       Adjusted segment profit (b)                                                $
       104                                       $
              39                                                   $
              143              $
     116         $
      41   $
       157



       Segment profit margin                                                 12.7                                      11.0                      12.2                                                         14.5        10.1          13.1

                                                                                 %                                        %                        %                                                           %          %            %



       Adjusted segment profit margin (b)                                    13.1                                      11.3                      12.5                                                         14.9        10.4          13.4

                                                                                 %                                        %                        %                                                           %          %            %




     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.



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




                                                                                                                        Fiscal Quarter Ended




     (in millions)                                                                               October 2, 2020                            September 30, 2019




     Total profit for reportable segments                                                                        $
      139                                             $
      153



     Not allocated to segments:



     Share-based compensation                                                                               (10)                                               (10)



     Amortization of acquired intangible assets                                                             (60)                                               (50)



     Restructuring costs                                                                                    (13)                                                (2)



     Separation, transaction and integration-related costs                                                  (12)                                               (20)



     Interest expense, net                                                                                  (29)                                               (36)



     Other income and expense, net                                                                             4                                                   2




     Income before taxes                                                                                          $
      19                                              $
      37

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SOURCE Perspecta Inc.