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Acquisitions (Tables)
9 Months Ended
Dec. 31, 2018
Business Combinations [Abstract]  
Schedule of Business Acquisitions, Consideration Exchanged
Under the acquisition method of accounting, total consideration exchanged was:
(in millions)
 
Amount
Preliminary fair value of equity purchase consideration received by Vencore Stockholders(1)
 
$
578

Preliminary fair value of cash purchase consideration received by Vencore Stockholders
 
400

Preliminary fair value of cash consideration paid by USPS to extinguish certain existing Vencore indebtedness
 
994

Consideration transferred
 
$
1,972

(1) 
Represents the fair value of consideration received by the Vencore HC Stockholder and the KeyPoint Stockholder for approximately 14% ownership in the combined company. The fair value of the purchase consideration transferred was based on 18,877,244 shares of Perspecta common stock distributed to Vencore HC Stockholder and 4,396,097 shares of Perspecta common stock distributed to the KeyPoint Stockholder as of the close of business on the record date for the Mergers, at the closing price of $24.86 per share on May 31, 2018.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The major classes of assets and liabilities to which the purchase price allocated were as follows:
(in millions)
 
Estimated Fair Value
Current assets
 
$
333

Property and equipment
 
35

Intangible assets
 
622

Other assets
 
33

Accounts payable, accrued payroll, accrued expenses, and other current liabilities
 
(188
)
Deferred revenue
 
(12
)
Other liabilities
 
(90
)
Net identifiable assets acquired
 
733

Goodwill
 
1,239

Consideration transferred
 
$
1,972

Summary of Pro Forma Information
The following unaudited pro forma financial information presents results as if the Spin-Off and the Mergers and the related financing had occurred on April 1, 2017. The historical consolidated financial information of Perspecta has been adjusted in the pro forma information to give effect to the events that are (1) directly attributable to the transactions, (2) factually supportable and (3) expected to have a continuing impact on the combined results. The effects of the Spin-Off are primarily attributable to interest expense associated with the incurrence of debt in connection with the Spin-Off. The effects of the Mergers primarily relate to amortization of acquired intangible assets. The consolidated financial information of Perspecta includes merger and integration-related costs that are not expected to recur and impact the combined results over the long-term. The unaudited pro forma results do not reflect future events that have occurred or may occur after the transactions, including but not limited to, the impact of any actual or anticipated synergies expected to result from the Mergers. Accordingly, the unaudited pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transactions been effected on April 1, 2017, nor is it necessarily an indication of future operating results.
 
 
Nine Months Ended December 31, 2018
 
Period from April 1, 2018 to May 31, 2018
 
Nine Months Ended December 31, 2018
(in millions, except per-share amounts)
 
Historical Perspecta(1)
 
Historical Vencore HC and KeyPoint HC
 
Effects of the Spin-Off
 
Effects of the Mergers
 
Pro Forma Combined for the Spin-Off and Mergers
Revenue
 
$
2,936

 
$
245

 
$

 
$

 
$
3,181

Net income (loss)
 
$
91

 
$
(57
)
 
$
(7
)
 
$
12

 
$
39

 
 
 
 
 
 
 
 
 
 
 
Earnings per common share(2):
 
 
 
 
 
 
 
 
 
 
Basic
 
$
0.55

 
 
 
 
 
 
 
$
0.24

Diluted
 
$
0.55

 
 
 
 
 
 
 
$
0.24


(1) Revenue and net income includes $860 million and $137 million associated with Vencore HC and KeyPoint HC, respectively, for the period of June 1, 2018 through December 31, 2018.
(2) Historical and pro forma combined earnings per share information is computed based on 165.02 million basic weighted average shares and 165.27 million diluted shares. See Note 6 – “Earnings Per Share.”
 
 
Three Months Ended December 31, 2017
(in millions, except per-share amounts)
 
Historical Perspecta
 
Historical Vencore HC and KeyPoint HC
 
Effects of the Spin-Off
 
Effects of the Mergers
 
Pro Forma Combined for the Spin-Off and Mergers
Revenue
 
$
722

 
$
349

 
$

 
$

 
$
1,071

Net income (loss)
 
$
104

 
$
20

 
$

 
$
(32
)
 
$
92

 
 
 
 
 
 
 
 
 
 
 
Earnings per common share(1):
 
 
 
 
 
 
 
 
 
 
Basic
 
$
0.73

 
 
 
 
 
 
 
$
0.56

Diluted
 
$
0.73

 
 
 
 
 
 
 
$
0.56

(1) Historical earnings per share information for the three months ended December 31, 2017 is computed using the 142.43 million shares of Perspecta common stock resulting from the Distribution. See Note 6 – “Earnings Per Share.” Pro forma combined earnings per share includes the shares issued by Perspecta in connection with the Mergers on May 31, 2018. As a result, both basic and diluted pro forma combined earnings per share information is computed based on 165.70 million shares of Perspecta common stock, as Perspecta did not operate as a stand-alone entity during the period and therefore, no Perspecta common stock, stock options or other equity awards were outstanding and no dividends were declared or paid by Perspecta.
 
 
Nine Months Ended December 31, 2017
(in millions, except per-share amounts)
 
Historical Perspecta
 
Historical Vencore HC and KeyPoint HC
 
Effects of the Spin-Off
 
Effects of the Mergers
 
Pro Forma Combined for the Spin-Off and Mergers
Revenue
 
$
2,104

 
$
1,041

 
$

 
$

 
$
3,145

Net income (loss)
 
$
176

 
$
22

 
$
(18
)
 
$
(61
)
 
$
119

 
 
 
 
 
 
 
 
 
 
 
Earnings per common share(1):
 
 
 
 
 
 
 
 
 
 
Basic
 
$
1.24

 
 
 
 
 
 
 
$
0.72

Diluted
 
$
1.24

 
 
 
 
 
 
 
$
0.72

(1) Historical earnings per share information for the nine months ended December 31, 2017 is computed using the 142.43 million shares of Perspecta common stock resulting from the Distribution. See Note 6 – “Earnings Per Share.” Pro forma combined earnings per share includes the shares issued by Perspecta in connection with the Mergers on May 31, 2018. As a result, both basic and diluted pro forma combined earnings per share information is computed based on 165.70 million shares of Perspecta common stock, as Perspecta did not operate as a stand-alone entity during the period and therefore, no Perspecta common stock, stock options or other equity awards were outstanding and no dividends were declared or paid by Perspecta.