EX-99.1 2 prspfy21q3pressreleaseex991.htm EARNINGS PRESS RELEASE, DATED FEBRUARY 5, 2021 Document
                

Exhibit 99.1
Perspecta announces financial results for third quarter of fiscal year 2021
•Revenue of $1.13 billion
•Diluted earnings per share of $0.19; adjusted diluted earnings per share of $0.56
•Operating cash flow of $117 million
•Bookings of $0.9 billion (Q3 book-to-bill ratio of 0.8x; trailing-twelve-month book-to-bill ratio excluding NGEN SMIT impact of 1.2x)

Chantilly, Va., February 5, 2021 - Perspecta Inc. (NYSE:PRSP), a leading U.S. government services provider, today announced financial results for the third quarter of fiscal year 2021, which ended January 1, 2021.
As previously announced on January 27, 2021, Perspecta entered into a definitive merger agreement to be acquired by Peraton, a portfolio company of Veritas Capital Fund Management, L.L.C. Under the terms of the merger agreement, Perspecta stockholders will receive $29.35 per share in cash. The merger is subject to customary conditions, including approval by Perspecta stockholders as well as the receipt of regulatory approvals and other customary closing conditions. The transaction is expected to close in the first half of calendar year 2021.
Summary operating results (unaudited)
Fiscal Quarter Ended
(in millions, except margin and per share amounts)January 1, 2021December 31, 2019
Revenue$1,134 $1,126 
Income before taxes$45 $75 
Operating margin4.0 %6.7 %
Net income$31 $53 
Diluted earnings per share (EPS)$0.19 $0.33 
Non-GAAP Measures*:
Adjusted Net Income$90 $90 
Adjusted EBITDA$181 $195 
Adjusted EBITDA Margin16.0 %17.3 %
Adjusted Diluted EPS$0.56 $0.55 
* 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 $1.13 billion, up 1% compared to the third quarter of fiscal year 2020, and down 1% compared to the second quarter of fiscal year 2021. The year-over-year increase in revenue was due to growth on existing programs partially offset by the COVID-19 impact of approximately $19 million in the third quarter of fiscal year 2021. Excluding the impact of the COVID-19 pandemic, revenue for the quarter grew 2% year-over-year.
Income before taxes for the third quarter of fiscal year 2021 was $45 million, which was down 40% compared to the third quarter of fiscal year 2020. Operating margin decreased from 6.7% to 4.0% year-over-year. Net income was $31 million, or $0.19 per diluted share.
Adjusted net income was $90 million for the third quarter of fiscal year 2021, which was flat year-over-year. Adjusted EBITDA was $181 million for the third quarter of fiscal year 2021, down 7% compared to adjusted EBITDA for the third 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 $3 million COVID-19 impact. Adjusted diluted EPS for the third quarter of fiscal year 2021 was $0.56, up 2% compared to adjusted diluted EPS for the third quarter of fiscal year 2020.
Segment operating results (unaudited)
For the fiscal quarter ended January 1, 2021, Defense and Intelligence segment revenue of $795 million decreased by 2% compared to the segment’s revenue from the third quarter of fiscal year 2020, primarily due to lower volume, including revenue lost as a result of COVID-19. Civilian and Health Care segment revenue of $339 million increased by 8% compared to the segment’s revenue from the comparable period of the prior year due to the continued ramp up of key new programs.
Defense and Intelligence adjusted segment profit margin for the third quarter of fiscal year 2021 decreased to 13.2% from 14.4% in the third quarter of fiscal year 2020. Civilian and Health Care adjusted segment profit margin for the third quarter of fiscal year 2021 decreased to 12.7% from 12.8% in the third quarter of fiscal year 2020.
Cash management and capital deployment
Perspecta generated $117 million of net cash provided by operating activities, used $5 million in investing activities, and used $101 million in financing activities in the third quarter of fiscal year 2021. Quarterly free cash flow was $93 million, or 103% of adjusted net income, and was reduced by $15 million (or approximately 17% of adjusted net income) of restructuring, separation, transaction, and integration-related costs. During the third quarter of fiscal year 2021, Perspecta used $72 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 $224 million in cash and cash equivalents, $750 million of undrawn capacity in its revolving credit facility, and $2.4 billion in total debt, including $191 million in finance lease obligations. On February 3, 2021, the Perspecta Board of Directors declared that Perspecta will pay a cash dividend of $0.07 per share on April 15, 2021 to Perspecta shareholders of record at the close of business on March 3, 2021.
Contract awards
Contract awards (bookings) totaled $0.9 billion in the third quarter of fiscal year 2021, representing a book-to-bill ratio of 0.8x. Included in the quarterly bookings were the following single-award prime contracts:
•Space Development Agency (SDA) systems engineering and integration program work: Perspecta will deliver systems engineering and integration support for SDA's initial satellite constellation known as Tranche 0, a system designed to demonstrate the initial capabilities of the National Defense Space Architecture (NDSA). Under the terms of the agreement, Perspecta engineers and architects will develop infrastructure to ensure the NDSA Transport Layer, Tracking Layer and ground segment operate in unison to support warfighter mission scenarios and experiments. The single award, indefinite delivery/indefinite quantity (ID/IQ) contract, which represents new work for the company, has a ceiling of $112 million and an ordering period of five years.
•Next Generation Enterprise Services Contract Extension from the U.S. Navy: Perspecta was awarded an extension of the Next Generation Enterprise Network (NGEN) contract from the U.S. Department of the Navy with a maximum ceiling value of $797 million, if all options are exercised, for continued delivery of enterprise IT services. The ID/IQ contract includes an extension for six months of support, from January 1, 2021 to June 30, 2021, and three one-month options beyond that timeframe.
Perspecta’s backlog of signed business orders at the end of the third quarter of fiscal year 2021 was $13.6 billion; funded backlog at the end of the third quarter was $1.7 billion.
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 third 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 January 1, 2021, the overall impact of the COVID-19 pandemic on our results of operations was approximately $19 million lower revenue, $3 million lower adjusted EBITDA and a year-to-date liquidity benefit of $57 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.
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 the expected timing of the closing of the merger with Peraton and 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) potential disruptions to our business caused by the proposed acquisition of us by Peraton, a portfolio company of Veritas Capital Fund Management, L.L.C.; (ii) failure to complete the merger with Peraton in a timely manner or at all; (iii) 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; (iv) any issue that compromises our relationships with the U.S. federal government, or any state or local governments, or damages our professional reputation; (v) 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; (vi) any delay in completion of the U.S. federal government’s budget process; (vii) failure to comply with numerous laws, regulations and rules, including regarding procurement, anti-bribery and organizational conflicts of interest; (viii) failure by us or our employees to obtain and maintain





necessary security clearances or certifications; (ix) 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; (x) our ability to accurately estimate or otherwise recover expenses, time and resources for our contracts; (xi) 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; (xii) failure of third parties to deliver on commitments under contracts with us; (xiii) misconduct or other improper activities from our employees or subcontractors; (xiv) delays, terminations, or cancellations of our major contract awards, including as a result of our competitors protesting such awards; (xv) failure of our internal control over financial reporting to detect fraud or other issues; (xvi) failure or disruptions to our systems, due to cyber-attack, service interruptions or other security threats; (xvii) failure to be awarded task orders under our indefinite delivery/indefinite quantity contracts; (xviii) 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 (xix) 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.

CONTACTS
Investors:
Michael Pici
Vice President, Investor Relations
571-612-7065
michael.pici@perspecta.com

Media:
Lorraine M. Corcoran
Vice President, Corporate Communications
571-313-6054
lorraine.corcoran@perspecta.com





Condensed Consolidated Statements of Operations
(preliminary and unaudited)
Fiscal Quarter Ended
(in millions, except per share amounts)
January 1, 2021December 31, 2019
Revenue$1,134 $1,126 
Costs of services906 863 
Selling, general and administrative57 77 
Depreciation and amortization93 92 
Restructuring costs2 — 
Separation, transaction and integration-related costs7 20 
Interest expense, net28 34 
Other (income) expense, net(4)(35)
Total costs and expenses1,089 1,051 
Income before taxes45 

75 
Income tax expense14 22 
Net income$31 

$53 
Earnings per common share:
Basic$0.19 $0.33 
Diluted$0.19 $0.33 






Selected Condensed Consolidated Balance Sheets
(preliminary and unaudited)
(in millions)
January 1, 2021March 31, 2020
ASSETS
Current assets:
Cash and cash equivalents$224 $147 
Receivables, net of allowance for doubtful accounts of $1 and $1
531 513 
Other receivables11 45 
Prepaid expenses63 81 
Other current assets69 101 
Total current assets898 887 
Property and equipment, net of accumulated depreciation of $280 and $193
262 307 
Goodwill2,702 2,671 
Intangible assets, net of accumulated amortization of $691 and $515
1,026 1,193 
Other assets314 347 
Total assets$5,202 $5,405 
LIABILITIES and SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt$90 $89 
Current finance lease obligations96 111 
Current operating lease obligations33 39 
Accounts payable 191 218 
Accrued payroll and related costs203 142 
Accrued expenses363 385 
Other current liabilities96 73 
Total current liabilities1,072 1,057 
Long-term debt, net of current maturities2,123 2,283 
Non-current finance lease obligations95 136 
Non-current operating lease obligations126 129 
Deferred tax liabilities71 114 
Other long-term liabilities307 329 
Total liabilities3,794 4,048 
Commitments and contingencies
Total shareholders' equity1,408 1,357 
Total liabilities and shareholders’ equity$5,202 $5,405 






Condensed Consolidated Statements of Cash Flows
(preliminary and unaudited)
Fiscal Quarter EndedThree Fiscal Quarters Ended
(in millions)
January 1, 2021December 31, 2019January 1, 2021December 31, 2019
Cash flows from operating activities:
Net income$31 $53 $44 $113 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization93 92 285 283 
Share-based compensation10 6 27 21 
Deferred income taxes(31)24 (48)4 
Loss (gain) on sale or disposal of assets, net— (33)12 (23)
Other non-cash charges, net1 (1)12 3 
Changes in assets and liabilities, net of effects of acquisitions:
Receivables, net26 (1)51 49 
Prepaid expenses and other current assets9 (8)16 38 
Accounts payable, accrued expenses and other current liabilities
(9)(4)28 (20)
Deferred revenue and advanced contract payments(12)(8)1 (24)
Income taxes payable and liability4 (4)(3)(6)
Other assets and liabilities, net(5)4 (12)2 
Net cash provided by operating activities117 120 413 440 
Cash flows from investing activities:
Payments for acquisitions, net of cash acquired— — (53)(265)
Proceeds from sale of assets1 77 10 77 
Purchases of property, equipment and software(6)(7)(32)(11)
Payments for outsourcing contract costs— (1)— (4)
Net cash used in investing activities(5)69 (75)(203)
Cash flows from financing activities:
Principal payments on long-term debt(72)(24)(124)(69)
Payments of debt issuance costs— — — (3)
Proceeds from revolving credit facility— — — 175 
Payments on revolving credit facility — (125)(50)(125)
Payments on finance lease obligations(18)(33)(85)(110)
Repurchases of common stock — (14)— (46)
Repurchases of common stock to satisfy tax withholding obligations
(1)(2)(3)(2)
Dividends paid(11)(10)(32)(28)
Proceeds from employee stock purchase plan1 — 1 — 
Net cash used in financing activities(101)(208)(293)(208)
Net change in cash and cash equivalents, including restricted
11 (19)45 29 
Cash and cash equivalents, including restricted, at beginning of period
255 147 221 99 
Cash and cash equivalents, including restricted, at end of period
266 128 266 128 
Less restricted cash and cash equivalents included in other current assets
42 59 42 59 
Cash and cash equivalents at end of period$224 $69 $224 $69 






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.
The tables below provide information about the estimated financial impact of the network component of the existing U.S. Navy NGEN Service Management, Integration, and Transport (SMIT) contract, for which we are under contract through June 30, 2021, and which includes the potential for three one-month options beyond that timeframe.

Revenue Excluding NGEN SMIT (Unaudited)
Fiscal Quarter Ended
(in millions)January 1, 2021December 31, 2019
Revenue$1,134 $1,126 
Less NGEN SMIT impact221 221 
Revenue excluding NGEN SMIT impact$913 $905 

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)January 1, 2021December 31, 2019
Net income$31 $53 
Income tax expense14 22 
Interest expense, net28 34 
Depreciation and amortization93 92 
EBITDA166 201 
Restructuring costs2 — 
Separation, transaction and integration-related costs7 20 
Share-based compensation10 6 
Gain on sale of assets— (33)
Other(4)1 
Adjusted EBITDA 181 195 
Adjusted EBITDA margin (a)
16.0 %17.3 %
NGEN SMIT EBITDA34 29 
Adjusted EBITDA, excluding NGEN SMIT (b)
147 166 
Adjusted EBITDA margin, excluding NGEN SMIT (b)
16.1 %18.3 %
Depreciation and amortization(93)(92)
Amortization of acquired intangibles 60 54 
Interest expense, net(28)(34)
Adjusted earnings before taxes120 123 
Income tax expense (c)
30 33 
Adjusted net income90 90 
Impact of NGEN SMIT (d)
24 21 
Adjusted net income, excluding NGEN SMIT$66 $69 
Notes:
(a)Adjusted EBITDA margin is calculated as the ratio of adjusted EBITDA to revenue for the fiscal quarters ended January 1, 2021 and December 31, 2019.
(b)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 January 1, 2021 and December 31, 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 January 1, 2021, and 27% for the fiscal quarter ended December 31, 2019.
(d)Impact of NGEN SMIT is NGEN SMIT EBITDA less NGEN SMIT depreciation and income tax at the adjusted effective tax rates of 25% for the fiscal quarter ended January 1, 2021, and 27% for the fiscal quarter ended December 31, 2019.







Fiscal Quarter Ended
(in dollars)January 1, 2021December 31, 2019
Diluted EPS$0.19 $0.33 
Restructuring costs0.01 — 
Separation, transaction and integration-related costs0.05 0.12 
Share-based compensation0.06 0.04 
Gain on sale of assets— (0.20)
Amortization of acquired intangibles0.37 0.33 
Other(0.02)— 
Tax impact related to non-GAAP adjustments(0.10)(0.07)
Adjusted diluted EPS0.56 0.55 
Impact of NGEN SMIT(0.15)(0.13)
Adjusted diluted EPS, excluding NGEN SMIT$0.41 $0.42 
Diluted weighted average common shares outstanding (in millions)162.13 162.47 

Free Cash Flow (Unaudited)
Perspecta defines free cash flow as net cash provided by operating activities less (i) purchases of property, equipment and software, (ii) payments on finance lease obligations, and (iii) the impact arising from the initial sale of accounts receivables under the Master Accounts Receivable Purchase Agreement.
Fiscal Quarter Ended
(in millions)January 1, 2021December 31, 2019
Net cash provided by operating activities$117 $120 
Purchases of property, equipment and software(6)(7)
Payments on finance lease obligations(18)(33)
Initial sale of qualifying receivables (a)
— (17)
Free cash flow$93 $63 
Notes:
(a)Represents the impact arising from the initial sale of accounts receivables under the Master Accounts Receivable Purchase Agreement during the fiscal quarter ended December 31, 2019.
The Company had $15 million and $35 million of payments for restructuring, separation, transaction and integration-related costs for the fiscal quarters ended January 1, 2021 and December 31, 2019, respectively.
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
January 1, 2021December 31, 2019
(in millions, except profit margin)Defense and IntelligenceCivilian and Health CareTotalDefense and IntelligenceCivilian and Health CareTotal
Revenue
$795 $339 $1,134 $813 $313 $1,126 
Segment profit
$105 $43 $148 $115 $39 $154 
Non-GAAP adjustments (a)
— — — 2 1 3 
Adjusted segment profit (b)
$105 $43 $148 $117 $40 $157 
Segment profit margin
13.2 %12.7 %13.1 %14.1 %12.5 %13.7 %
Adjusted segment profit margin (b)
13.2 %12.7 %13.1 %14.4 %12.8 %13.9 %
Notes:
(a)Non-GAAP adjustments include non-operating net periodic pension benefit, and certain separation-related and other costs. Each of the individual items was immaterial for the fiscal quarters ended January 1, 2021 and December 31, 2019.
(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)January 1, 2021December 31, 2019
Total profit for reportable segments$148 $154 
Not allocated to segments:
Share-based compensation(10)(6)
Amortization of acquired intangible assets(60)(54)
Restructuring costs(2)— 
Separation, transaction and integration-related costs(7)(20)
Interest expense, net(28)(34)
Other income and (expense), net4 35 
Income before taxes$45 $75