CHANTILLY, Va., Feb. 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.
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.
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.
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.
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.
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.
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.
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