Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 23, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol(s) | PSN | |
Entity Registrant Name | Parsons Corporation | |
Entity Central Index Key | 0000275880 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 146,747,745 | |
Entity File Number | 001-07782 | |
Entity Tax Identification Number | 95-3232481 | |
Entity Address, Address Line One | 14291 Park Meadow Drive | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Chantilly | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 20151 | |
City Area Code | 703 | |
Local Phone Number | 988-8500 | |
Title of 12(b) Security | Common Stock, $1 par value | |
Security Exchange Name | NYSE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents (including $84,810 and $128,761 Cash of consolidated joint ventures) | $ 423,120 | $ 272,943 |
Accounts receivable, net (including $332,308 and $274,846 Accounts receivable of consolidated joint ventures, net) | 1,023,463 | 915,638 |
Contract assets (including $8,521 and $11,096 Contract assets of consolidated joint ventures) | 768,007 | 757,515 |
Prepaid expenses and other current assets (including $15,808 and $11,929 Prepaid expenses and other current assets of consolidated joint ventures) | 212,664 | 191,430 |
Total current assets | 2,427,254 | 2,137,526 |
Property and equipment, net (including $3,565 and $3,274 Property and equipment of consolidated joint ventures, net) | 98,499 | 98,957 |
Right of use assets, operating leases (including $8,656 and $9,885 Right of use assets, operating leases of consolidated joint ventures) | 145,803 | 159,211 |
Goodwill | 1,791,443 | 1,792,665 |
Investments in and advances to unconsolidated joint ventures | 145,043 | 128,204 |
Intangible assets, net | 261,856 | 275,566 |
Deferred tax assets | 157,547 | 140,162 |
Other noncurrent assets | 70,998 | 71,770 |
Total assets | 5,098,443 | 4,804,061 |
Current liabilities: | ||
Accounts payable (including $33,339 and $49,234 Accounts payable of consolidated joint ventures) | 274,140 | 242,821 |
Accrued expenses and other current liabilities (including $165,434 and $145,040 Accrued expenses and other current liabilities of consolidated joint ventures) | 739,211 | 801,423 |
Contract liabilities (including $60,374 and $61,234 Contract liabilities of consolidated joint ventures) | 282,962 | 301,107 |
Short-term lease liabilities, operating leases (including $4,445 and $4,753 Short-term lease liabilities, operating leases of consolidated joint ventures) | 55,024 | 58,556 |
Income taxes payable | 2,366 | 6,977 |
Total current liabilities | 1,353,703 | 1,410,884 |
Long-term employee incentives | 24,447 | 22,924 |
Long-term debt | 1,246,443 | 745,963 |
Long-term lease liabilities, operating leases (including $4,211 and $5,132 Long-term lease liabilities, operating leases of consolidated joint ventures) | 106,692 | 117,505 |
Deferred tax liabilities | 9,763 | 9,775 |
Other long-term liabilities | 114,238 | 120,295 |
Total liabilities | 2,855,286 | 2,427,346 |
Contingencies (Note 12) | ||
Shareholders' equity: | ||
Common stock, $1 par value; authorized 1,000,000,000 shares; 146,717,387 and 146,341,363 shares issued; 48,205,185 and 45,960,122 public shares outstanding; 57,998,295 and 59,879,857 ESOP shares outstanding | 146,717 | 146,341 |
Treasury stock, 40,501,385 shares at cost | (827,311) | (827,311) |
Additional paid-in capital | 2,759,867 | 2,779,365 |
Retained earnings | 87,261 | 203,724 |
Accumulated other comprehensive loss | (16,866) | (14,908) |
Total Parsons Corporation shareholders' equity | 2,149,668 | 2,287,211 |
Noncontrolling interests | 93,489 | 89,504 |
Total shareholders' equity | 2,243,157 | 2,376,715 |
Total liabilities and shareholders' equity | $ 5,098,443 | $ 4,804,061 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Cash and cash equivalents | $ 423,120 | $ 272,943 |
Accounts receivable, net | 1,023,463 | 915,638 |
Contract assets | 768,007 | 757,515 |
Prepaid expenses and other current assets | 212,664 | 191,430 |
Property and equipment, net | 98,499 | 98,957 |
Right of use assets, operating leases | 145,803 | 159,211 |
Accounts payable | 274,140 | 242,821 |
Accrued expenses and other current liabilities | 739,211 | 801,423 |
Short-term lease liabilities, operating leases | 55,024 | 58,556 |
Long-term lease liabilities, operating leases | 106,692 | 117,505 |
Contract liabilities | $ 282,962 | $ 301,107 |
Common stock, par value | $ 1 | $ 1 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares, issued | 146,717,387 | 146,341,363 |
Common stock, shares, outstanding | 48,205,185 | 45,960,122 |
Treasury stock, shares | 40,501,385 | 40,501,385 |
ESOP | ||
Common stock, shares, outstanding | 57,998,295 | 59,879,857 |
Consolidated Joint Ventures | ||
Cash and cash equivalents | $ 84,810 | $ 128,761 |
Accounts receivable, net | 332,308 | 274,846 |
Contract assets | 8,521 | 11,096 |
Prepaid expenses and other current assets | 15,808 | 11,929 |
Property and equipment, net | 3,565 | 3,274 |
Right of use assets, operating leases | 8,656 | 9,885 |
Accounts payable | 33,339 | 49,234 |
Accrued expenses and other current liabilities | 165,434 | 145,040 |
Short-term lease liabilities, operating leases | 4,445 | 4,753 |
Long-term lease liabilities, operating leases | 4,211 | 5,132 |
Contract liabilities | $ 60,374 | $ 61,234 |
Consolidated Statements of Inco
Consolidated Statements of Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 1,535,676 | $ 1,173,466 |
Direct cost of contracts | 1,210,827 | 917,188 |
Equity in losses of unconsolidated joint ventures | (2,060) | (5,840) |
Selling, general and administrative expenses | 220,945 | 199,308 |
Operating income | 101,844 | 51,130 |
Interest income | 1,152 | 793 |
Interest expense | (12,998) | (6,458) |
Loss on extinguishment of debt | (211,018) | 0 |
Other income (expense), net | (3,326) | 1,314 |
Total other income (expense) | (226,190) | (4,351) |
(Loss) income before income tax expense | (124,346) | 46,779 |
Income tax benefit (expense) | 32,234 | (11,503) |
Net (loss) income including noncontrolling interests | (92,112) | 35,276 |
Net income attributable to noncontrolling interests | (15,243) | (9,723) |
Net (loss) income attributable to Parsons Corporation | $ (107,355) | $ 25,553 |
(Loss) earnings per share: | ||
Basic | $ (1.01) | $ 0.24 |
Diluted | $ (1.01) | $ 0.23 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) income including noncontrolling interests | $ (92,112) | $ 35,276 |
Other comprehensive income, net of tax | ||
Foreign currency translation adjustment, net of tax | (1,927) | (177) |
Pension adjustments, net of tax | (31) | 1 |
Comprehensive (loss) income including noncontrolling interests, net of tax | (94,070) | 35,100 |
Comprehensive income attributable to noncontrolling interests, net of tax | (15,243) | (9,723) |
Comprehensive (loss) income attributable to Parsons Corporation, net of tax | $ (109,313) | $ 25,377 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net (loss) income including noncontrolling interests | $ (92,112) | $ 35,276 |
Adjustments to reconcile net (loss) income to net cash used in operating activities | ||
Depreciation and amortization | 24,531 | 28,359 |
Amortization of debt issue costs | 4,099 | 657 |
Loss (gain) on disposal of property and equipment | 198 | (3) |
Loss on extinguishment of debt | 211,018 | 0 |
Deferred taxes | 4,796 | (2,586) |
Foreign currency transaction gains and losses | 2,311 | (290) |
Equity in losses of unconsolidated joint ventures | 2,060 | 5,840 |
Return on investments in unconsolidated joint ventures | 16,106 | 7,793 |
Stock-based compensation | 10,523 | 6,992 |
Contributions of treasury stock | 15,030 | 14,435 |
Changes in assets and liabilities, net of acquisitions and consolidated joint ventures: | ||
Accounts receivable | (110,066) | (47,482) |
Contract assets | (11,715) | (49,098) |
Prepaid expenses and other assets | (21,602) | (27,948) |
Accounts payable | 31,685 | 8,009 |
Accrued expenses and other current liabilities | (77,591) | (10,898) |
Contract liabilities | (17,090) | 16,113 |
Income taxes | (51,080) | 6,408 |
Other long-term liabilities | (4,521) | (567) |
Net cash used in operating activities | (63,420) | (8,990) |
Cash flows from investing activities: | ||
Capital expenditures | (9,436) | (8,146) |
Proceeds from sale of property and equipment | 2 | 19 |
Investments in unconsolidated joint ventures | (36,076) | (13,016) |
Proceeds from sales of investments in unconsolidated joint ventures | 0 | 381 |
Net cash used in investing activities | (45,510) | (20,762) |
Cash flows from financing activities: | ||
Proceeds from borrowings under credit agreement | 153,200 | 5,700 |
Repayments of borrowings under credit agreement | (153,200) | (5,700) |
Proceeds from issuance of convertible notes due 2029 | 800,000 | |
Repurchases of convertible notes due 2025 | (495,575) | |
Payments for debt issuance costs | (18,941) | |
Contributions by noncontrolling interests | 0 | 200 |
Distributions to noncontrolling interests | (11,258) | (638) |
Repurchases of common stock | 0 | (6,000) |
Taxes paid on vested stock | (16,914) | (6,064) |
Capped call transactions | (88,400) | 0 |
Bond Hedge Termination | 195,549 | 0 |
Redemption of warrants | (104,952) | 0 |
Net cash (used in) provided by financing activities | 259,509 | (12,502) |
Effect of exchange rate changes | (402) | 154 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 150,177 | (42,100) |
Cash, cash equivalents and restricted cash: | ||
Beginning of year | 272,943 | 262,539 |
End of period | $ 423,120 | $ 220,439 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Parsons Equity | Noncontrolling Interest |
Beginning balance at Dec. 31, 2022 | $ 2,095,935 | $ 146,132 | $ (844,936) | $ 2,717,134 | $ 43,089 | $ (17,849) | $ 2,043,570 | $ 52,365 |
Comprehensive income | ||||||||
Net income | 35,276 | 25,553 | 25,553 | 9,723 | ||||
Foreign currency translation gain (loss), net | (177) | (177) | (177) | |||||
Pension adjustments, net | 1 | 1 | 1 | |||||
Contributions | 201 | 201 | ||||||
Distributions | (638) | (638) | ||||||
Issuance of equity securities, net of retirements | (6,060) | 251 | (6,098) | (213) | (6,060) | |||
Repurchases of common stock | (6,000) | (139) | (5,861) | (6,000) | ||||
Stock-based compensation | 6,992 | 6,992 | 6,992 | |||||
Ending Balance at Mar. 31, 2023 | 2,125,530 | 146,244 | (844,936) | 2,712,167 | 68,429 | (18,025) | 2,063,879 | 61,651 |
Beginning balance at Dec. 31, 2023 | 2,376,715 | 146,341 | (827,311) | 2,779,365 | 203,724 | (14,908) | 2,287,211 | 89,504 |
Comprehensive income | ||||||||
Net income | (92,112) | (107,355) | (107,355) | 15,243 | ||||
Foreign currency translation gain (loss), net | (1,927) | (1,927) | (1,927) | 0 | ||||
Pension adjustments, net | (31) | (31) | (31) | |||||
Distributions | (11,258) | (11,258) | ||||||
Capped call transactions | (66,121) | (66,121) | (66,121) | |||||
Adjustments to warrant repurchased | (104,952) | (104,952) | (104,952) | |||||
Bond hedge termination | 149,308 | 149,308 | 149,308 | |||||
Issuance of equity securities, net of retirements | (16,988) | 376 | (8,256) | (9,108) | (16,988) | |||
Stock-based compensation | 10,523 | 10,523 | 10,523 | |||||
Ending Balance at Mar. 31, 2024 | $ 2,243,157 | $ 146,717 | $ (827,311) | $ 2,759,867 | $ 87,261 | $ (16,866) | $ 2,149,668 | $ 93,489 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (107,355) | $ 25,553 |
Insider Trading Policies and Pr
Insider Trading Policies and Procedures | 3 Months Ended |
Mar. 31, 2024 | |
Insider Trading Policies and Procedures [Line Items] | |
Insider Trading Policies and Procedures Adopted | true |
Description of Operations
Description of Operations | 3 Months Ended |
Mar. 31, 2024 | |
Description Of Operations Disclosure [Abstract] | |
Description of Operations | 1. Description of Operations Organization Parsons Corporation, a Delaware corporation, and its subsidiaries (collectively, the “Company”) provide sophisticated design, engineering and technical services, and smart and agile software to the United States federal government and Critical Infrastructure customers worldwide. The Company performs work in various foreign countries through local subsidiaries, joint ventures and foreign offices maintained to carry out specific projects. |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | 2. Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements and related notes of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and pursuant to the interim period reporting requirements of Form 10-Q. They do not include all of the information and footnotes required by GAAP for complete financial statements and, therefore, should be read in conjunction with our consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. In the opinion of management, the consolidated financial statements reflect all normal recurring adjustments necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented. The results of operations and cash flows for any interim period are not necessarily indicative of results for the full year or for future years. This Quarterly Report on Form 10-Q includes the accounts of Parsons Corporation and its subsidiaries and affiliates which it controls. Interests in joint ventures that are controlled by the Company, or for which the Company is otherwise deemed to be the primary beneficiary, are consolidated. For joint ventures in which the Company does not have a controlling interest, but exerts a significant influence, the Company applies the equity method of accounting (see “Note 14 – Investments in and Advances to Joint Ventures" for further discussion). Intercompany accounts and transactions are eliminated in consolidation. Certain amounts may not foot due to rounding. Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates. The Company’s most significant estimates and judgments involve revenue recognition with respect to the determination of the costs to complete contracts and transaction price; determination of self-insurance reserves; useful lives of property and equipment and intangible assets; valuation of deferred income tax assets and uncertain tax positions, among others. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” and “Note 2—Summary of Significant Accounting Policies” in the notes to our consolidated financial statements included in the Company’s Form 10-K for the year ended December 31, 2023 , for a discussion of the significant estimates and assumptions affecting our consolidated financial statements. Estimates of costs to complete contracts are continually evaluated as work progresses and are revised when necessary. When a change in estimate is determined to have an impact on contract profit, the Company records a positive or negative adjustment to the consolidated statement of income. |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements | 3. New Accounting Pronouncements In the fourth quarter of 2023, The Financial Accounting Standards Board ("FASB") Issued Accounting Standards Update (“ASU”) 2023-09, "Income Taxes (Topic 740)" ("ASU 2023-09"). ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 . Early adoption is permitted. The adoption of this ASU will no t have a material impact on the Company's consolidated financial statements. In the fourth quarter of 2023, the FASB Issued ASU 2023-07, "Segment Reporting (Topic 280)". ASU 2023-07 introduces enhanced disclosures about significant segment expenses along with other enhanced segment disclosures. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 . Early adoption is permitted. The adoption of this ASU will no t have a material impact on the Company's consolidated financial statements. During July 2023, the FASB Issued ASU 2023-03. ASU 2023-03 incorporates, into certain accounting standards, amendments to SEC paragraphs pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revisions of Regulation S-X: Income or Loss Applicable to Common Stock. These rules are effective immediately. The adoption of this ASU did not have a material impact on the Company's consolidated financial statements. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2024 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions I.S. Engineers, LLC On October 31, 2023, the Company entered into a Membership Interest Purchase Agreement to acquired a 100 % ownership interest in I.S. Engineers, LLC (“I.S. Engineers”), a privately-owned company, for $ 12.2 million in cash. Headquartered in Texas, I.S. Engineers provides full service consulting specializing in transportation engineering, including roads and highways, and program management. The acquisition was entirely funded by cash on-hand. In connection with this acquisition, the Company recognized $ 0.3 million of acquisition related “Selling, general and administrative expense” in the consolidated statements of income for the year ended December 31, 2023, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition. The Company allocated the purchase price to the appropriate classes of tangible assets and liabilities and assigned the excess of $ 11.9 million entirely to goodwill. The entire value of goodwill was assigned to the Critical Infrastructure reporting unit and represents synergies expected to be realized from this business combination. No goodwill is deductible for income tax purposes. Sealing Technologies, Inc. On August 23, 2023, the Company acquired a 100 % ownership interest in Sealing Technologies, Inc (“SealingTech”), a privately-owned company, for $ 179.3 million in cash and up to an additional $ 25 million in the event an earn out revenue target is exceeded. The Company borrowed $ 175 million under the Credit Agreement to fund the acquisition. Headquartered in Maryland, SealingTech expands Parsons’ customer base across the Department of Defense and Intelligence Community, and further enhances the company’s capabilities in defensive cyber operations; integrated mission-solutions powered by artificial intelligence (AI) and machine learning (ML); edge computing and edge access modernization; critical infrastructure protection; and secure data management. In connection with this acquisition, the Company recognized $ 3.3 million of acquisition-related expenses in “Selling, general and administrative expense” in the consolidated statements of income for the year ended December 31, 2023, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition. The Company has agreed to pay the selling shareholders up to an additional $ 25 million in the event an earn out revenue target of $ 110 million is exceeded during the fiscal year ended December 31, 2024. The earn out payment due and payable by the Company to the selling shareholders shall be equal to (i) five-tenths ( 0.5 ), multiplied by (ii) the difference of (A) the actual earn out revenue minus (B) the earn out revenue target; provided, however, that in no event shall the earn out payment exceed $ 25 million. In the event that the earn out revenue is less than or equal to the earn out revenue target, the earn out payment shall be zero . The earn out payment, if any, shall be paid by the Company to the selling shareholders within 15 days following the date the earn out statement becomes final and binding on both parties. The fair value of the earn out (contingent consideration in the table below) was calculated using a Black-Scholes model. See “Note 2—Summary of Significant Accounting Policies” in the notes to our consolidated financial statements included in the Company’s Form 10-K for the year ended December 31, 2023 for further information on how the fair value of contingent consideration is determined. The following table summarizes the acquisition date fair value of the purchase consideration transferred (in thousands): Amount Cash paid at closing $ 179,259 Fair value of contingent consideration to be achieved 3,231 Total purchase price $ 182,490 The estimated fair value of the SealingTech contingent consideration as of March 31, 2024 was $ 4.1 million, a $ 1.8 million increase from the estimated fair value as of December 31, 2023. The change in the estimated fair value was recorded to "other income (expense), net" in the consolidated financial statements. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed based on the preliminary purchase price allocation as of the date of acquisition (in thousands): Amount Cash and cash equivalents $ 8,133 Accounts receivable 17,889 Contract assets 2,946 Prepaid expenses and other current assets 1,379 Property and equipment 2,025 Right of use assets, operating leases 1,836 Deferred tax assets 357 Goodwill 90,593 Intangible assets 75,000 Accounts payable ( 15,987 ) Accrued expenses and other current liabilities ( 2,408 ) Contract liabilities ( 668 ) Short-term lease liabilities, operating leases ( 418 ) Long-term lease liabilities, operating leases ( 1,418 ) Net assets acquired $ 179,259 Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years): Gross Amortization (in years) Customer relationships $ 40,000 14 Backlog 26,000 3 Developed technologies 8,000 3 Other $ 1,000 1 Amortization expense of $ 3.3 million related to these intangible assets was recorded for the three months ended March 31, 2024. The entire value of goodwill was assigned to the Federal Solutions reporting unit and represents synergies expected to be realized from this business combination. The entire value of goodwill is deductible for tax purposes. The amount of revenue generated by SealingTech and included within consolidated revenue is $ 16.9 million for the three months ended March 31, 2024. The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition. Supplemental Pro Forma Information (Unaudited) Supplemental information of unaudited pro forma operating results assuming the SealingTech acquisition had been consummated as of the beginning of fiscal year 2022 (in thousands) is as follows: Three Months Ended March 31, 2024 March 31, 2023 Pro forma Revenue $ 1,535,676 $ 1,190,481 Pro forma Net Income including noncontrolling interests ( 90,779 ) 34,195 IPKeys Power Partners On April 13, 2023, the Company entered into a merger agreement to acquire a 100 % ownership interest in IPKeys Power Partners (“IPKeys”), a privately-owned company, for $ 43.0 million in cash. The merger brings IPKeys' established customer base, expanding Parsons' presence in two rapidly growing end markets: grid modernization and cyber resiliency for critical infrastructure. Headquartered in Tinton Falls, New Jersey, IPKeys is a trusted provider of enterprise software platform solutions that is actively delivering cyber and operational security to hundreds of electric, water, and gas utilities across North America. The acquisition was entirely funded by cash on-hand. In connection with this acquisition, the Company recognized $ 0.6 million of acquisition-related expenses in “Selling, general and administrative expense” in the consolidated statements of income for the year ended December 31, 2023, respectively, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed based on the preliminary purchase price allocation as of the date of acquisition (in thousands): Amount Cash and cash equivalents $ 126 Accounts receivable 3,937 Contract assets 834 Prepaid expenses and other current assets 455 Property and equipment 86 Right of use assets, operating leases 1,105 Other noncurrent assets 152 Goodwill 22,407 Intangible assets 23,000 Accounts payable ( 541 ) Accrued expenses and other current liabilities ( 1,768 ) Contract liabilities ( 1,936 ) Short-term lease liabilities, operating leases ( 343 ) Deferred tax liabilities ( 3,713 ) Long-term lease liabilities, operating leases ( 762 ) Net assets acquired $ 43,039 Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years): Gross Amortization (in years) Customer relationships (1) $ 15,900 16 Developed technologies 7,000 11 Other $ 100 1 (1) The acquired business is a SaaS commercial business. Backlog for this type of business is included as customer relationships. Amortization expense of $ 0.4 million related to these intangible assets was recorded for the three months ended March 31, 2024 . The entire value of goodwill was assigned to the Critical Infrastructure reporting unit and represents synergies expected to be realized from this business combination. $ 0.9 million of goodwill is deductible for tax purposes. The amount of revenue generated by IPKeys and included within consolidated revenue is $ 3.5 million for the three months ended March 31, 2024 . The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition. Supplemental Pro Forma Information (Unaudited) Supplemental information of unaudited pro forma operating results assuming the IPKeys acquisition had been consummated as of the beginning of fiscal year 2022 (in thousands) is as follows: Three Months Ended March 31, 2024 March 31, 2023 Pro forma Revenue $ 1,535,676 $ 1,176,321 Pro forma Net Income including noncontrolling interests ( 91,953 ) 35,362 |
Contracts with Customers
Contracts with Customers | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Contracts with Customers | 5. Contracts with Customers Disaggregation of Revenue The Company’s contracts contain both fixed-price and cost reimbursable components. Contract types are based on the component that represents the majority of the contract. The following table presents revenue disaggregated by contract type (in thousands): Three Months Ended March 31, 2024 March 31, 2023 Fixed-price $ 631,219 $ 341,012 Time-and-Materials 350,651 318,315 Cost-plus 553,806 514,139 Total $ 1,535,676 $ 1,173,466 See “Note 18 – Segments Information” for the Company’s revenues by business lines. Contract Assets and Contract Liabilities Contract assets and contract liabilities balances at March 31, 2024 and December 31, 2023 were as follows (in thousands): March 31, 2024 December 31, 2023 Contract assets $ 768,007 $ 757,515 Contract liabilities 282,962 301,107 Net contract assets (liabilities) (1) $ 485,045 $ 456,408 (1) Total contract retentions included in net contract assets (liabilities) were $ 71.7 million as of March 31, 2024, of which $ 31.8 million are not expected to be paid in the next 12 months. Total contract retentions included in net contract assets (liabilities) were $ 73.8 million as of December 31, 2023. Contract assets at March 31, 2024 and December 31, 2023 include $ 101.5 million and $ 109.5 million , respectively, related to n et claim recoveries. For the three months ended March 31, 2024 and March 31, 2023 , there were no material losses recognized related to the collectability of claims, unapproved change orders, and requests for equitable adjustment. During the three months ended March 31, 2024 and March 31, 2023 , the Company recognized revenue of $ 138.3 million and $ 78.1 million, respectively, that was included in the corresponding contract liability balances at December 31, 2023 and December 31, 2022, respectively. There was no significant impairment of contract assets recognized during the three months ended March 31, 2024 and March 31, 2023. There have been no r evisions in estimates, such as changes in estimated claims or incentives, related to performance obligations partially satisfied in previous periods that individually had an impact of $ 5 million or more on revenue. Accounts Receivable, net Accounts receivable, net consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): 2024 2023 Billed $ 674,861 $ 646,375 Unbilled 352,542 273,215 Total accounts receivable, gross 1,027,403 919,590 Allowance for doubtful accounts ( 3,940 ) ( 3,952 ) Total accounts receivable, net $ 1,023,463 $ 915,638 Billed accounts receivable represents amounts billed to clients that have not been collected. Unbilled accounts receivable represents amounts where the Company has a present contractual right to bill but an invoice has not been issued to the customer at the period-end date. Receivables from contracts with the U.S. federal government and its agencies were 22 % and 18 % as of March 31, 2024 and December 31, 2023, respectively. The allowance for doubtful accounts was determined based on consideration of trends in actual and forecasted credit quality of clients, including delinquency and payment history, type of client, such as a government agency or commercial sector client, and general economic conditions and particular industry conditions that may affect a client’s ability to pay. Transaction Price Allocated to the Remaining Unsatisfied Performance Obligations The Company’s remaining unsatisfied performance obligations (“RUPO”) as of March 31, 2024 represent a measure of the total dollar value of work to be performed on contracts awarded and in-progress. The Company had $ 6.3 billion in RUPO as of March 31, 2024. RUPO will increase with awards of new contracts and decrease as the Company performs work and recognizes revenue on existing contracts. Projects are included within RUPO at such time the project is awarded and agreement on contract terms has been reached. The difference between RUPO and backlog relates to unexercised option years that are included within backlog and the value of Indefinite Delivery/Indefinite Quantity (“IDIQ”) contracts included in backlog for which delivery orders have not been issued. RUPO is comprised of: (a) original transaction price, (b) change orders for which written confirmations from our customers have been received, (c) pending change orders for which the Company expects to receive confirmations in the ordinary course of business, and (d) claim amounts that the Company has made against customers for which it has determined that it has a legal basis under existing contractual arrangements and a significant reversal of revenue is not probable, less revenue recognized to-date. The Company expects to satisfy its RUPO as of March 31, 2024 over the following periods (in thousands): Period RUPO Will Be Satisfied Within One Year Within One to Thereafter Federal Solutions $ 1,762,653 $ 350,568 $ 159,288 Critical Infrastructure 2,010,225 975,277 992,388 Total $ 3,772,878 $ 1,325,845 $ 1,151,676 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | 6. Leases The Company has operating and finance leases for corporate and project office spaces, vehicles, heavy machinery and office equipment. Our leases have remaining lease terms of one year to eight years , some of which may include options to extend the leases for up to five years , and some of which may include options to terminate the leases after the third year . The components of lease costs for the three months ended March 31, 2024 and March 31, 2023 are as follows (in thousands): Three Months Ended March 31, 2024 March 31, 2023 Operating lease cost $ 16,677 $ 16,625 Short-term lease cost 3,652 3,663 Amortization of right-of-use assets 777 516 Interest on lease liabilities 94 33 Sublease income ( 1,119 ) ( 1,124 ) Total lease cost $ 20,081 $ 19,713 Supplemental cash flow information related to leases for the three months ended March 31, 2024 and March 31, 2023 is as follows (in thousands): Three Months Ended March 31, 2024 March 31, 2023 Operating cash flows for operating leases $ 17,525 $ 17,785 Operating cash flows for finance leases 94 33 Financing cash flows from finance leases 740 516 Right-of-use assets obtained in exchange for new operating lease liabilities 1,994 4,707 Right-of-use assets obtained in exchange for new finance lease liabilities $ 1,380 $ 1,228 Supplemental balance sheet and other information related to leases as of March 31, 2024 and December 31, 2023 are as follows (in thousands): March 31, 2024 December 31, 2023 Operating Leases: Right-of-use assets $ 145,803 $ 159,211 Lease liabilities: Current 55,024 58,556 Long-term 106,692 117,505 Total operating lease liabilities $ 161,716 $ 176,061 Finance Leases: Other noncurrent assets $ 8,467 $ 7,779 Accrued expenses and other current liabilities $ 2,973 $ 2,682 Other long-term liabilities $ 5,563 $ 5,129 Weighted Average Remaining Lease Term: Operating leases 3.8 years 3.9 years Finance leases 3.1 years 3.1 years Weighted Average Discount Rate: Operating leases 4.2 % 4.2 % Finance leases 4.7 % 4.6 % As of March 31, 2024 , the Company has no operating leases that have not yet commenced. A maturity analysis of the future undiscounted cash flows associated with the Company’s operating and finance lease liabilities as of March 31, 2024 is as follows (in thousands): Operating Leases Finance Leases 2024 (remaining) $ 47,189 $ 2,505 2025 48,831 2,922 2026 32,581 2,281 2027 19,215 1,110 2028 14,472 359 Thereafter 12,950 - Total lease payments 175,238 9,177 Less: imputed interest ( 13,522 ) ( 641 ) Total present value of lease liabilities $ 161,716 $ 8,536 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 7. Goodwill The following table summarizes the changes in the carrying value of goodwill by reporting segment from December 31, 2023 to March 31, 2024 (in thousands): December 31, 2023 Acquisitions Foreign Exchange March 31, 2024 Federal Solutions $ 1,686,901 $ - $ - $ 1,686,901 Critical Infrastructure 105,764 - ( 1,222 ) 104,542 Total $ 1,792,665 $ - $ ( 1,222 ) $ 1,791,443 The Company performed a qualitative triggering analysis and determined there was no triggering event indicating a potential impairment to the carrying value of its goodwill at March 31, 2024 and concluded there has no t been an impairment. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 8. Intangible Assets The gross amount and accumulated amortization of intangible assets with finite useful lives included in “Intangible assets, net” on the consolidated balance sheets are as follows (in thousands except for years): March 31, 2024 December 31, 2023 Weighted Gross Accumulated Net Gross Accumulated Net Amortization (in years) Backlog $ 130,000 $ ( 53,444 ) $ 76,556 $ 130,000 $ ( 45,964 ) $ 84,036 4.0 Customer relationships 297,120 ( 128,679 ) 168,441 297,120 ( 124,194 ) 172,926 9.5 Leases 120 ( 112 ) 8 120 ( 106 ) 14 1.0 Developed technology 31,600 ( 17,221 ) 14,379 31,600 ( 15,823 ) 15,777 4.6 Trade name 1,000 ( 667 ) 333 1,000 ( 417 ) 583 1.1 Non-compete agreements 1,500 ( 1,222 ) 278 1,500 ( 1,097 ) 403 3.3 In process research and development 1,800 - 1,800 1,800 - 1,800 n/a Other intangibles 275 ( 214 ) 61 375 ( 348 ) 27 9.9 Total intangible assets $ 463,415 $ ( 201,559 ) $ 261,856 $ 463,515 $ ( 187,949 ) $ 275,566 The aggregate amortization expense of intangible assets for the three months ended March 31, 2024 and March 31, 2023 was $ 13.7 million and $ 18.0 million , respectively. Estimated amortization expense for the remainder of the current fiscal year and in each of the next four years and beyond is as follows (in thousands): March 31, 2024 2024 $ 36,096 2025 43,448 2026 37,024 2027 32,542 2028 24,329 Thereafter 86,617 Total $ 260,056 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 9. Property and Equipment, Net Property and equipment consisted of the following at March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Useful life Buildings and leasehold improvements $ 102,041 $ 102,372 1 - 15 Furniture and equipment 84,417 84,244 3 - 10 Computer systems and equipment 174,950 168,926 3 - 10 Construction equipment 6,463 6,173 5 - 7 Construction in progress 21,536 21,030 389,407 382,745 Accumulated depreciation ( 290,908 ) ( 283,788 ) Property and equipment, net $ 98,499 $ 98,957 Depreciation expense for the three months ended March 31, 2024 and March 31, 2023 was $ 9.4 million and $ 9.4 million , respectively. |
Debt and Credit Facilities
Debt and Credit Facilities | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt and Credit Facilities | 10. Debt and Credit Facilities Debt consisted of the following (in thousands): March 31, 2024 December 31, 2023 Long-Term Debt: Delayed draw term loan $ 350,000 $ 350,000 Convertible senior notes due 2025 115,443 400,000 Convertible senior notes due 2029 800,000 - Revolving credit facility - - Debt issuance costs ( 19,000 ) ( 4,037 ) Total $ 1,246,443 $ 745,963 Delayed Draw Term Loan In September 2022 , the Company entered into a $ 350 million unsecured Delayed Draw Term Loan with an increase option of up to $ 150 million (the “2022 Delayed Draw Term Loan”). Proceeds of the 2022 Delayed Draw Term Loan Agreement may be used (a) to pay off in full, or partially payoff, the Company’s existing Senior Notes, (b) to prepay revolving loans outstanding under the Revolving Credit Agreement (as defined below), or (c) for working capital, capital expenditures and other lawful corporate purposes. The Company drew $ 350.0 million from the 2022 Delayed Draw Term Loan in November 2022. The Company incurred $ 0.9 million of debt issuance costs in connection with the delayed draw term loan. These costs are presented as a direct deduction from long-term debt on the face of the balance sheet. Interest expense related to the Delayed Draw Term Loan for the three months ended March 31, 2024 and March 31, 2023 were $ 6.0 million and $ 5.1 million, respectively. The amortization of debt issuance costs and interest expense is recorded in “Interest expense” on the consolidated statements of income. As of March 31, 2024 and December 31, 2023 , there was $ 350.0 million outstanding under the Delayed Draw Term Loan. The 2022 Delayed Draw Term Loan has a three-year maturity and permits the Company to borrow in U.S. dollars. The 2022 Delayed Draw Term Loan does not require any amortization payments by the Company. Depending on the Company’s consolidated leverage ratio (or debt rating after such time as the Company has such rating), borrowings under the 2022 Delayed Draw Term Loan Agreement will bear interest at either an adjusted Term SOFR benchmark rate plus a margin between 0.875 % and 1.500 % or a base rate plus a margin of between 0 % and 0.500 % and will initially bear interest at the middle of this range. The Company will pay a ticking fee on unused term loan commitments at a rate of 0.175 % commencing with the date that is ninety (90) days after the Closing Date. Amounts outstanding under the 2022 Delayed Draw Term Loan Agreement may be prepaid at the option of the Company without premium or penalty, subject to customary breakage fees in connection with the prepayment of benchmark rate loans. The interest rates on March 31, 2024 and December 31, 2023 were 6.4 % and 6.6 % , respectively. Convertible Senior Notes due 2025 In August 2020, the Company issued an aggregate $ 400.0 million of 0.25 % Convertible Senior Notes due 2025, including the exercise of a $ 50.0 million initial purchasers’ option. The Company received proceeds from the issuance and sale of the Convertible Senior Notes of $ 389.7 million, net of $ 10.3 million of transaction fees and other third-party offering expenses. The Convertible Senior Notes accrue interest at a rate of 0.25 % per annum, payable semi-annually on February 15 and August 15 of each year beginning on February 15, 2021 , and will mature on August 15, 2025 , unless earlier repurchased, redeemed or converted. The Convertible Senior Notes are the Company’s senior unsecured obligations and will rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness, to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries Each $ 1,000 of principal of the Notes will initially be convertible into 22.2913 shares of our common stock, which is equivalent to an initial conversion price of $ 44.86 per share, subject to adjustment upon the occurrence of specified events. On or after March 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date of the Convertible Senior Notes, holders may convert all or a portion of their Convertible Senior Notes, regardless of the conditions below. Prior to the close of business on the business day immediately preceding March 15, 2025, the Notes will be convertible at the option of the holders thereof only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on December 31, 2021, if the last reported sale price of the Company’s common stock for at least 20 trading days, whether or not consecutive, during a period of 30 consecutive trading days ending on, and including the last trading day of the immediately preceding calendar quarter, is greater than or equal to 130 % of the conversion price on each applicable trading day; • during the five business day period after any five consecutive trading day period in which, for each trading day of that period, the trading price per $ 1,000 principal amount of Convertible Senior Notes for such trading day was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; • if the Company calls such Convertible Senior Notes for redemption; or • upon the occurrence of specified corporate events described in the Indenture. The Company may redeem all or any portion of the Convertible Senior Notes for cash, at its option, on or after August 21, 2023 and before the 51 st scheduled trading day immediately before the maturity date at a redemption price equal to 100 % of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, but only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price for a specified period of time. In addition, calling any Convertible Senior Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Convertible Senior Note, in which case the conversion rate applicable to the conversion of that Convertible Senior Note will be increased in certain circumstances if it is converted after it is called for redemption. Upon the occurrence of a fundamental change prior to the maturity date of the Convertible Senior Notes, holders of the Convertible Senior Notes may require the Company to repurchase all or a portion of the Convertible Senior Notes for cash at a price equal to 100 % of the principal amount of the Convertible Senior Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Upon conversion, the Company may settle the Convertible Senior Notes for cash, shares of the Company’s common stock, or a combination thereof, at the Company’s option. If the Company satisfies its conversion obligation solely in cash or through payment and delivery of a combination of cash and shares of the Company’s common stock, the amount of cash and shares of common stock due upon conversion will be based on a daily conversion value calculated on a proportionate basis for each trading day in a 50-trading day observation period. The Company recognized interest expense of $ 3.7 million and $ 0.8 million for the three months ended March 31, 2024 and March 31, 2023 , respectively. The net, carrying value of the Convertible Senior Notes were $ 115.4 million and $ 396.5 million as of March 31, 2024 and December 31, 2023, respectively. See the discussion of the partial repurchase of Convertible Senior Notes due 2025 and the unwind of the related note hedge and warrants below. Note Hedge and Warrant - Convertible Senior Notes due 2025 In connection with the sale of the Convertible Senior Notes, the Company purchased a bond hedge designed to mitigate the potential dilution from the conversion of the Convertible Senior Notes. Under the five-year term of the bond hedge, upon a conversion of the bonds, the Company will receive the number of shares of common stock equal to the remaining common stock deliverable upon conversion of the Convertible Senior Notes if the conversion value exceeds the principal amount of the Notes. The aggregate number of shares that the Company could be obligated to issue upon conversion of the Convertible Senior Notes is approximately 8.9 million shares. The cost of the convertible note hedge transactions was $ 55.0 million. The cost of the convertible note hedge was partially offset by the Company’s sale of warrants to acquire approximately 8.9 million shares of the Company’s common stock. The warrants were initially exercisable at a price of at least $ 66.46 per share and are subject to customary adjustments upon the occurrence of certain events, such as the payment of dividends. The Company received $ 13.8 million in cash proceeds from the sales of these warrants. The bond hedge and warrant transactions effectively increased the conversion price associated with the Convertible Senior Notes during the term of these transactions from 35 %, or $ 44.86 , to 100 %, or $ 66.46 , at their issuance, thereby reducing the dilutive economic effect to shareholders upon actual conversion. The bond hedges and warrants are indexed to, and potentially settled in, shares of the Company’s common stock. The net cost of $ 41.2 million for the purchase of the bond hedges and sale of the warrants was recorded as a reduction to additional paid-in capital in the consolidated balance sheets. At issuance, the Company recorded a deferred tax liability of $ 16.2 million related to the Convertible Senior Notes debt discount and the capitalized debt issuance costs. The Company also recorded a deferred tax asset of $ 16.5 million related to the convertible note hedge transactions and the tax basis of the capitalized debt issuance costs through additional paid-in capital. The deferred tax liability and deferred tax asset were included net in “Deferred tax assets” on the consolidated balance sheets. Upon adoption of ASU 2020-06, the Company reversed the deferred tax liability of $ 13.9 million that the Company had recorded at issuance related to the Convertible Senior Note debt discount and recorded an additional deferred tax liability of $ 0.4 million related to the capitalized debt issuance costs. In addition, the Company recorded a $ 0.9 million adjustment to the deferred tax asset through retained earnings related to the tax effect of book accretion recorded in 2020 and reversed upon adoption. Convertible Senior Notes due 2029 In February 2024, the Company issued an aggregate $ 800.0 million of 2.625 % Convertible Senior Notes due 2029 (the “2029 Convertible Notes”), including the exercise of a $ 100.0 million initial purchasers’ option in full. The Company received proceeds from the issuance and sale of the 2029 Convertible Notes of $ 781.1 million, net of $ 18.9 million of transaction fees and other third-party offering expenses. The 2029 Convertible Notes accrue interest at a rate of 2.625 % per annum, payable semi-annually on March 1 and September 1 of each year beginning on September 1, 2024 , and will mature on March 1, 2029 , unless earlier repurchased, redeemed or converted. The 2029 Convertible Notes are the Company’s senior unsecured obligations and will rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 2029 Convertible Notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness, including borrowings under the Company’s revolving credit facility and delayed draw term loan credit facility, to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries. Each $ 1,000 of principal of the 2029 Convertible Notes will initially be convertible into 10.6256 shares of our common stock, which is equivalent to an initial conversion price of approximately $ 94.11 per share, subject to adjustment upon the occurrence of specified events. On or after October 1, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2029 Convertible Notes, holders may convert all or a portion of their 2029 Convertible Notes, regardless of the conditions below. Prior to the close of business on the business day immediately preceding October 1, 2028, the 2029 Convertible Notes will be convertible at the option of the holders thereof only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on June 30, 2024, if the last reported sale price of the Company’s common stock for at least 20 trading days, whether or not consecutive, during a period of 30 consecutive trading days ending on, and including the last trading day of the immediately preceding calendar quarter, is greater than or equal to 130 % of the conversion price on each applicable trading day; • during the five business day period after any ten consecutive trading day period in which, for each trading day of that period, the trading price per $ 1,000 principal amount of 2029 Convertible Notes for such trading day was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; • if the Company calls such 2029 Convertible Notes for redemption; or • upon the occurrence of specified corporate events described in the Indenture. The Company may redeem all or any portion of the 2029 Convertible Notes for cash, at its option, on or after March 8, 2027 and before the 51 st scheduled trading day immediately before the maturity date at a redemption price equal to 100 % of the principal amount of the 2029 Convertible Notes to be redeemed, plus accrued and unpaid interest, but only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price for a specified period of time. In addition, calling any 2029 Convertible Notes for redemption will constitute a Make-Whole Fundamental Change with respect to that 2029 Convertible Note, in which case the conversion rate applicable to the conversion of that 2029 Convertible Notes will be increased in certain circumstances if it is converted after it is called for redemption. Upon the occurrence of a fundamental change prior to the maturity date of the 2029 Convertible Notes, holders of the 2029 Convertible Notes may require the Company to repurchase all or a portion of the 2029 Convertible Notes for cash at a price equal to 100 % of the principal amount of the 2029 Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Upon conversion, the Company will settle the principal amount of the 2029 Convertible Notes converted in cash and will settle the remainder of the consideration owed upon conversion in cash, shares of the Company’s common stock, or a combination thereof, at the Company’s option, with such amount of cash and, if applicable, shares of common stock due upon conversion based on a daily conversion value calculated on a proportionate basis for each trading day in a 50-trading day observation period. The Company recognized interest expense with respect to the 2029 Convertible Notes of $ 2.4 million for the three months ended March 31, 2024. As of March 31, 2024 , the net, carrying value of the 2029 Convertible Notes was $ 781.5 million. Capped Call Transactions - Convertible Senior Notes due 2029 In February 2024, in connection with the offering of the 2029 Convertible Notes, the Company entered into capped call transactions (the “Capped Call Transactions”) with certain financial institutions. The Capped Call Transactions are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the Convertible Senior Notes due 2029 and/or offset any cash payments the Company is required to make in excess of the principal amount of any converted Convertible Senior Notes due 2029, as the case may be. If, however, the market price per share of the Company’s common stock, as measured under the terms of the Capped Call Transactions, exceeds the cap price of the Capped Call Transactions, there would nevertheless be dilution and/or there would not be an offset of such cash payments, in each case, to the extent that such market price exceeds the cap price of the Capped Call Transactions. The cap price of the Capped Call Transactions is initially $ 131.7575 per share, which represents a premium of 75 % over the last reported sale price of the Company’s common stock of $ 75.29 per share on the New York Stock Exchange on February 21, 2024, and is subject to certain adjustments under the terms of the Capped Call Transactions. The cost of $ 88.4 million for the Capped Call Transactions was recorded as a reduction to additional paid-in capital in the consolidated balance sheets. At issuance, the Company recorded a deferred tax asset of $ 22.3 million related to the Capped Call Transactions costs through additional paid-in capital. The deferred tax asset was included in Deferred tax assets in the consolidated balance sheets. Convertible Senior Notes due 2025 Partial Repurchase and Note Hedge and Warrants Partial Unwind In connection with the issuance of the Convertible Senior Notes due 2029, we used $ 391.8 million of the net proceeds to purchase approximately $ 228.1 million aggregate principal amount of our Convertible Senior Notes due 2025 concurrently with the offering in separate and individually negotiated transactions. In addition, we used $ 103.8 million to settle the repurchase of approximately $ 56.5 million aggregate principal amount of our Convertible Senior Notes due 2025 in a separately negotiated transaction that settled in March 2024. We also received approximately $ 90.6 million in cash from the note hedge counterparties for the partial termination of the existing bond hedge relating to the Convertible Senior Notes due 2025 repurchased, net of our obligations to the counterparties in connection with the partial termination of the related warrant transactions. The tax effect of $ 46.2 million from the partial unwind of the existing bond hedge was recognized as a reduction in additional paid-in capital in the consolidated balance sheets. The income tax payable was included in Income taxes payable in the consolidated balance sheets. The partial repurchase resulted in a $ 214.2 million loss on debt extinguishment which includes a $ 3.2 million charge to interest expense for the acceleration of the amortization of debt issuance costs associated with the 0.25 % Convertible Senior Notes due 2025. The tax effect of the debt extinguishment, excluding the interest expense, was recognized as a discrete event to the quarter giving rise to an increase in the effective tax rate and tax benefit of $ 49.9 million recognized in the income statement. Revolving Credit Facility In June 2021 , the Company entered into a $ 650 million unsecured revolving credit facility (the “Credit Agreement”). The Company incurred $ 1.9 million of costs in connection with this Credit Agreement. The 2021 Credit Agreement replaced an existing Fifth Amended and Restated Credit Agreement dated as of November 15, 2017. Under the new agreement, the Company’s revolving credit facility was increased from $ 550 million to $ 650 million. The credit facility has a five-year maturity, which may be extended up to two times for periods determined by the Company and the applicable extending lenders, and permits the Company to borrow in U.S. dollars, certain specified foreign currencies, and each other currency that may be approved in accordance with the 2021 Facility. The borrowings under the Credit Agreement bear interest at either the Term SOFR rate plus a margin between 1.0 % and 1.625 % or a base rate (as defined in the Credit Agreement) plus a margin of between 0 % and 0.625 %. The rates on March 31, 2024 and December 31, 2023 were 6.6 % and 6.7 %, respectively. Borrowings under this Credit Agreement are guaranteed by certain Company operating subsidiaries. Letters of credit commitments outstanding under this agreement aggregated to $ 42.1 million and $ 43.8 million at March 31, 2024 and December 31, 2023, respectively, which reduced borrowing limits available to the Company. Interest expense related to the Credit Agreement was $ 0.3 million and $ 0.1 million for the three months ended March 31, 2024 and March 31, 2023 , respectively. There were no loan amounts outstanding under the Credit Agreement at March 31, 2024. The Credit Agreement includes various covenants, including restrictions on indebtedness, liens, acquisitions, investments or dispositions, payment of dividends and maintenance of certain financial ratios and conditions. The Company was in compliance with these covenants at March 31, 2024 and December 31, 2023. Letters of Credit The Company also has in place several secondary bank credit lines for issuing letters of credit, principally for foreign contracts, to support performance and completion guarantees. Letters of credit commitments outstanding under these bank lines aggregated approximately $ 281.0 million and $ 320.7 million at March 31, 2024 and December 31, 2023 , respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes In 2021 the Organization for Economic Co-operation and Development (OECD) announced an inclusive Framework on Base Erosion and Profit Shifting (BEPS) including Pillar Two Model Rules defining the global minimum tax, also known as the Global Anti-Base Erosion (GloBE), which aims to ensure that multinational enterprises (MNEs) pay a 15 % minimum level of tax regardless of where the MNE operates. Subsequently, multiple sets of administrative guidance have been issued. Many non-US tax jurisdictions have either recently enacted legislation to adopt components of the Pillar Two Model Rules beginning in 2024 and/or have announced their plans to enact legislation in future years. At this time, we do not expect Pillar Two to result in any material impact to the Company’s income tax provision. We are continuing to evaluate the potential impact on future periods of the Pillar Two Framework, pending enactment of legislation by individual countries. The Company’s effective tax rate was 25.9 % and 24.6 % for the three months ended March 31, 2024 and March 31, 2023, respectively. The increase in the effective tax rate was due primarily to a change in jurisdictional mix of earnings, the foreign-derived intangible income (FDII) deduction, and equity-based compensation, partially offset by executive compensation subject to Section 162(m). The difference between the effective tax rate and the statutory U.S. Federal income tax rate of 21 % for the three months ended March 31, 2024 primarily relates to a change in jurisdictional earnings partially resulting from a loss in partially unwinding Convertible Senior Notes, the FDII deduction, equity based compensation, and untaxed income attributable to noncontrolling interests, partially offset by rate impacts related to state income taxes and foreign withholding taxes. As of March 31, 2024, the Company’s deferred tax assets were subject to a valuation allowance of $ 36.1 million primarily related to foreign net operating loss carryforwards, foreign tax credit carryforwards, and capital losses that the Company has determined are not more-likely-than-not to be realized. The factors used to assess the likelihood of realization include: the past performance of the entities, forecasts of future taxable income, future reversals of existing taxable temporary differences, and available tax planning strategies that could be implemented to realize the deferred tax assets. The ability or failure to achieve the forecasted taxable income in these entities could affect the ultimate realization of deferred tax assets. As of March 31, 2024 and December 31, 2023, the liability for income taxes associated with uncertain tax positions was $ 26.7 million and $ 25.5 million, respectively. It is reasonably possible that the Company may realize a decrease in our uncertain tax positions of approximately $ 7.2 million during the next 12 months as a result of concluding various tax audits and closing tax years. Although the Company believes its reserves for its tax positions are reasonable, the final outcome of tax audits could be materially different, both favorably and unfavorably. It is reasonably possible that certain audits may conclude in the next 12 months and that the unrecognized tax benefits the Company has recorded in relation to these tax years may change compared to the liabilities recorded for these periods. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 12. Contingencies The Company is subject to certain lawsuits, claims and assessments that arise in the ordinary course of business. Additionally, the Company has been named as a defendant in lawsuits alleging personal injuries as a result of contact with asbestos products at various project sites. Management believes that any significant costs relating to these claims will be reimbursed by applicable insurance and, although there can be no assurance that these matters will be resolved favorably, management believes that the ultimate resolution of any of these claims will not have a material adverse effect on our consolidated financial position, results of operations, or cash flows. A liability is recorded when it is both probable that a loss has been incurred and the amount of loss or range of loss can be reasonably estimated. When using a range of loss estimate, the Company records the liability using the low end of the range unless some amount within the range of loss appears at that time to be a better estimate than any other amount in the range. The Company records a corresponding receivable for costs covered under its insurance policies. Management judgment is required to determine the outcome and the estimated amount of a loss related to such matters. Management believes that there are no claims or assessments outstanding which would materially affect the consolidated results of operations or the Company’s financial position. In September 2015, a former Parsons employee filed an action in the United States District Court for the Northern District of Alabama against us as a qui tam relator on behalf of the United States (the “Relator”) alleging violation of the False Claims Act. The plaintiff alleges that, as a result of these actions, the United States paid in excess of $ 1 million per month between February and September 2006 that it should have paid to another contractor, plus $ 2.9 million to acquire vehicles for the contractor defendant to perform its security services. The lawsuit sought (i) that we cease and desist from violating the False Claims Act, (ii) monetary damages equal to three times the amount of damages that the United States has sustained because of our alleged violations, plus a civil penalty of not less than $ 5,500 and not more than $ 11,000 for each alleged violation of the False Claims Act, (iii) monetary damages equal to the maximum amount allowed pursuant to §3730(d) of the False Claims Act, and (iv) Relator’s costs for this action, including recovery of attorneys’ fees and costs incurred in the lawsuit. The United States government did not intervene in this matter as it is allowed to do so under the statute. The court heard dispositive motions in 2023, including Parsons’ motion for summary judgment. We are awaiting the court’s rulings upon such motions, which will determine whether a trial will be necessary for this matter in 2024. On November 28, 2023, a Proposed Statement of Decision was filed with the clerk of the Superior Court of the State of California In and For the County of San Mateo proposing an award of damages in the total amount of approximately $ 102.5 million in favor of Parsons Transportation Group, Inc. and against Alstom Signaling Operations LLC (Alstom") (including approximately $ 62.5 million relating to claims assigned to Parsons pursuant to a prior settlement with the Peninsula Corridor Joint Powers Board and approximately $ 40 million attributable to Parsons’ contractual and indemnification claims). This proposed award relates back to a lawsuit Parsons initially filed against the Peninsula Corridor Joint Powers Board for breach of contract and wrongful termination in February 2017 (which was settled between Parsons and the Joint Powers Board in 2021) and a cross-complaint filed against Alstom Signaling Operations LLC in November 2017, as subsequently amended, for breach of contract, negligence and intentional misrepresentation. Alstom filed objections to the Proposed Statement of Decision, and Parsons has filed its responses to the objections. The Court has scheduled a hearing upon the Objections and post-trial motions filed by Alstom in the second quarter of 2024. At this time, the Company is unable to determine the probability of the outcome of the litigation. Federal government contracts are subject to audits, which are performed for the most part by the Defense Contract Audit Agency (“DCAA”). Audits by the DCAA and other agencies consist of reviews of our overhead rates, operating systems and cost proposals to ensure that we account for such costs in accordance with the Cost Accounting Standards (“CAS”). If the DCAA determines we have not accounted for such costs in accordance with the CAS, the DCAA may disallow these costs. The disallowance of such costs may result in a reduction of revenue and additional liability for the Company. Historically, the Company has not experienced any material disallowed costs as a result of government audits. However, the Company can provide no assurance that the DCAA or other government audits will not result in material disallowances for incurred costs in the future. All audits of costs incurred on work performed through 2018 have been closed, and years thereafter remain open. Although there can be no assurance that these matters will be resolved favorably, management believes that their ultimate resolution will not have a material adverse impact on the Company’s consolidated financial position, results of operations, or cash flows. |
Retirement Benefit Plan
Retirement Benefit Plan | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
Retirement Benefit Plan | 13. Retirement Benefit Plan The Company’s principal retirement benefit plan is the Parsons Employee Stock Ownership Plan (“ESOP”), a stock bonus plan, established in 1975 to cover eligible employees of the Company and certain affiliated companies. Contributions of treasury stock to the ESOP are made annually in amounts determined by the Company’s board of directors and are held in trust for the sole benefit of the participants. Shares allocated to a participant’s account are fully vested after three years of credited service, or in the event(s) of reaching age 65, death or disability while an active employee of the Company. As of March 31, 2024 and December 31, 2023, total shares of the Company’s common stock outstanding were 106,203,479 and 105,839,978 , respectively, of which 57,998,295 and 59,879,857 , respectively, were held by the ESOP. A participant’s interest in their ESOP account is redeemable upon certain events, including retirement, death, termination due to permanent disability, a severe financial hardship following termination of employment, certain conflicts of interest following termination of employment, or the exercise of diversification rights. Distributions from the ESOP of participants’ interests are made in the Company’s common stock based on quoted prices of a share of the Company’s common stock on the NYSE. A participant will be able to sell such shares of common stock in the market, subject to any requirements of the federal securities laws. Total ESOP contribution expense was $ 15.0 million and $ 14.4 million for the three months ended March 31, 2024 and March 31, 2023, respectively. The expense is recorded in “Direct costs of contracts” and “Selling, general and administrative expense” in the consolidated statements of income. The fiscal 2024 ESOP contribution has not yet been made. The amount is currently included in accrued liabilities. |
Investments in and Advances to
Investments in and Advances to Joint Ventures | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in and Advances to Joint Ventures | 14. Investments in and Advances to Joint Ventures The Company participates in joint ventures to bid, negotiate and complete specific projects. The Company is required to consolidate these joint ventures if it holds the majority voting interest or if the Company meets the criteria under the consolidation model, as described below. The Company performs an analysis to determine whether its variable interests give the Company a controlling financial interest in a Variable Interest Entity (“VIE”) for which the Company is the primary beneficiary and should, therefore, be consolidated. Such analysis requires the Company to assess whether it has the power to direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company analyzed all of its joint ventures and classified them into two groups: (1) joint ventures that must be consolidated because they are either not VIEs and the Company holds the majority voting interest, or because they are VIEs and the Company is the primary beneficiary; and (2) joint ventures that do not need to be consolidated because they are either not VIEs and the Company holds a minority voting interest, or because they are VIEs and the Company is not the primary beneficiary. Many of the Company’s joint venture agreements provide for capital calls to fund operations, as necessary; however, such funding is infrequent and is not anticipated to be material. Letters of credit outstanding described in “Note 10 – Debt and Credit Facilities” that relate to project ventures are $ 149.9 million and $ 147.7 million at March 31, 2024 and December 31, 2023. In the table below, aggregated financial information relating to the Company’s joint ventures is provided because their nature, risk and reward characteristics are similar. None of the Company’s current joint ventures that meet the characteristics of a VIE are individually significant to the consolidated financial statements. Consolidated Joint Ventures The following represents financial information for consolidated joint ventures included in the consolidated financial statements (in thousands): March 31, 2024 December 31, 2023 Current assets $ 441,446 $ 426,633 Noncurrent assets 13,011 14,295 Total assets 454,457 440,928 Current liabilities 263,690 260,286 Noncurrent liabilities 4,211 5,132 Total liabilities 267,901 265,418 Total joint venture equity $ 186,556 $ 175,510 Three Months Ended March 31, 2024 March 31, 2023 Revenue $ 202,017 $ 161,484 Costs 171,148 141,598 Net income $ 30,869 $ 19,886 Net income attributable to noncontrolling interests $ 15,243 $ 9,723 The assets of the consolidated joint ventures are restricted for use only by the particular joint venture and are not available for the Company’s general operations. Unconsolidated Joint Ventures The Company accounts for its unconsolidated joint ventures using the equity method of accounting. Under this method, the Company recognizes its proportionate share of the net earnings of these joint ventures as “Equity in (losses) earnings of unconsolidated joint ventures” in the consolidated statements of income. The Company’s maximum exposure to loss as a result of its investments in unconsolidated joint ventures is typically limited to the aggregate of the carrying value of the investment and future funding commitments. The following represents the financial information of the Company’s unconsolidated joint ventures as presented in their unaudited financial statements (in thousands): March 31, 2024 December 31, 2023 Current assets $ 1,620,565 $ 1,607,953 Noncurrent assets 475,188 483,693 Total assets 2,095,753 2,091,646 Current liabilities 1,040,231 1,057,113 Noncurrent liabilities 509,299 518,647 Total liabilities 1,549,530 1,575,760 Total joint venture equity $ 546,223 $ 515,886 Investments in and advances to unconsolidated joint ventures $ 145,043 $ 128,204 Three Months Ended March 31, 2024 March 31, 2023 Revenue $ 473,532 $ 349,157 Costs 476,750 359,395 Net income (loss) $ ( 3,218 ) $ ( 10,238 ) Equity in losses of unconsolidated joint ventures $ ( 2,060 ) $ ( 5,840 ) The Company had net contributions to its unconsolidated joint ventures for the three months ended March 31, 2024 and March 31, 2023 of $ 20.0 million and of $ 4.8 million , respectively. The following table presents certain financial statement impacts from changes in estimates on unconsolidated joint ventures in the Critical Infrastructure segment. March 31, 2024 March 31, 2023 Operating loss $ ( 8,361 ) $ ( 6,840 ) Net loss ( 6,258 ) ( 5,121 ) Diluted loss per share $ ( 0.06 ) $ ( 0.04 ) |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. Related Party Transactions The Company often provides services to unconsolidated joint ventures and revenues include amounts related to recovering costs for these services. Revenues related to services the Company provided to unconsolidated joint ventures for the three months ended March 31, 2024 and March 31, 2023 were $ 46.8 million and $ 50.9 million , respectively. For the three months ended March 31, 2024 and March 31, 2023, the Company incurred $ 35.4 million and $ 39.2 million , respectively, of reimbursable costs. The revenue and reimbursable cost prior period amounts have been updated to reflect all joint ventures for the comparable period. Amounts included in the consolidated balance sheets related to services the Company provided to unconsolidated joint ventures are as follows (in thousands): March 31, 2024 December 31, 2023 Accounts receivable $ 41,237 $ 38,898 Contract assets 13,432 38,009 Contract liabilities 15,111 15,287 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 16. Fair Value of Financial Instruments The authoritative guidance on fair value measurement defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (referred to as an “exit price”). At March 31, 2024 and December 31, 2023, the Company’s financial instruments include cash, cash equivalents, accounts receivable, accounts payable, and other liabilities. The fair values of these financial instruments approximate their carrying values due to their short-term maturities. Investments measured at fair value are based on one or more of the following three valuation techniques: • Market approach —Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities; • Cost approach —Amount that would be required to replace the service capacity of an asset (i.e., replacement cost); and • Income approach —Techniques to convert future amounts to a single present amount based on market expectations (including present value techniques, option-pricing models and lattice models). In addition, the guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted market prices in active markets for identical assets and liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities; Level 2 Pricing inputs that include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument; and Level 3 Prices or valuations that require inputs that are both significant to the fair value measurements and unobservable. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. Financial assets and liabilities measured at fair value on a quarterly basis are as follows: Fair value as of March 31, 2024 (in thousands): Level 1 Level 2 Level 3 Total Contingent consideration Earnout liability $ - $ - $ 4,142 $ 4,142 Total liabilities at fair value $ - $ - $ 4,142 $ 4,142 Fair value as of December 31, 2023 (in thousands): Level 1 Level 2 Level 3 Total Contingent consideration Earnout liability $ - $ - $ 2,300 $ 2,300 Total liabilities at fair value $ - $ - $ 2,300 $ 2,300 Refer to Notes to Consolidated Financial Statements included in the Company’s Form 10-K for the year ended December 31, 2023 for a more complete discussion of the various items within the consolidated financial statements measured at fair value and the methods used to determine fair value. The carrying values and estimated fair values of our financial instruments that are not required to be recorded at fair value in our consolidated balance sheets, on the basis of Level 2 inputs, were as follows (in thousands): March 31, 2024 December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value Liabilities: Convertible senior notes due 2025 $ 115,443 $ 211,261 $ 400,000 $ 568,000 Convertible senior notes due 2029 800,000 872,080 - - Delayed draw term loan 350,000 350,000 350,000 350,000 Total $ 1,265,443 $ 1,433,341 $ 750,000 $ 918,000 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 17. Earnings Per Share Basic earnings per share (“EPS”) is computed using the weighted average number of shares outstanding during the period and income available to shareholders. Diluted EPS includes additional common shares that would have been outstanding if potential common shares with a dilutive effect had been issued using the if-converted method for Convertible Debt and the treasury stock method for all other instruments. Under the treasury stock method, the weighted average number of shares outstanding is adjusted to reflect the dilutive effects of stock-based awards. Under the if-converted method: 1. Convertible Senior Notes due 2025: a. Income available to shareholders is adjusted to add back interest expense, after tax (unless antidilutive). b. Weighted average number of shares outstanding is adjusted to include the shares underlying the convertible debt (unless antidilutive). c. Shares underlying the bond hedge (unless antidilutive). d. Shares underlying the warrants (unless antidilutive). 2. Convertible Senior Notes due 2029: a. Interest has been excluded from the numerator and no shares have been included in the denominator of diluted EPS, as the principal amount of convertible debt will be settled in cash with any excess conversion value settled in cash or shares of common stock. b. Excludes shares underlying the capped call as the shares are antidilutive. The following tables reconcile the denominator and numerator used to compute basic EPS to the denominator and numerator used to compute diluted EPS for the three months ended March 31, 2024 and March 31, 2023 (in thousands): Three Months Ended March 31, 2024 March 31, 2023 Numerator for Basic and Diluted EPS: Net income attributable to Parsons Corporation - basic $ ( 107,355 ) $ 25,553 Convertible senior notes if-converted method interest adjustment - 551 Net income attributable to Parsons Corporation - diluted $ ( 107,355 ) $ 26,104 Denominator for Basic and Diluted EPS: Basic weighted average number of shares outstanding 106,037 104,805 Dilutive effect of stock-based awards - 1,032 Dilutive effect of convertible senior notes due 2025 - 8,917 Diluted weighted average number of shares outstanding 106,037 114,754 Earnings per share: Basic $ ( 1.01 ) $ 0.24 Diluted $ ( 1.01 ) $ 0.23 Due to the loss for the three months ended March 31, 2024, stock based awards of 1.5 million shares, the potential dilution from convertible senior notes due 2025 of 6.8 million shares and convertible senior notes due 2025 interest expense of $ 2.8 million have been excluded from the calculation of diluted earnings per share, as their inclusion would have been antidilutive. Anti-dilutive stock-based awards excluded from the calculation of earnings per share for the three months ended March 31, 2023 were 8,831 . Share Repurchases On August 9, 2021, the Company’s Board of Directors authorized the Company to acquire a number of shares of Common Stock having an aggregate market value of not greater than $ 100 million from time to time, commencing on August 12, 2021 . The Board further amended this authorization in August 2022 to remove the prior expiration date and grant executive leadership the discretion to determine the price for such share repurchases. The Board further amended this authorization in February 2024 to restore the repurchase capacity to $ 100 million and removed the $ 25 million quarterly cap on such repurchases. At the time of the February 2024 authorization, the Company had repurchased shares with an aggregated market value (including fees) of $ 54.7 million. As of March 31, 2024 , the Company has $ 100 million remaining under the stock repurchase program. The aggregate market value of shares of Common Stock the Company is authorized to acquire is now not greater than $ 154.7 million. Repurchased shares of common stock are retired and included in “Repurchases of common stock” in cash flows from financing activities in the Consolidated Statements of Cash Flows. The primary purpose of the Company’s share repurchase program is to reduce the dilutive effect of shares issued under the Company’s ESOP and other stock benefit plans. The timing, amount and manner of share repurchases may depend upon market conditions and economic circumstances, availability of investment opportunities, the availability and costs of financing, the market price of the Company's common stock, other uses of capital and other factors. There were no share repurchases during the three months ended March 31, 2024. The following table summarizes the repurchase activity under the stock repurchase program: Three Months Ended March 31, 2024 March 31, 2023 Total shares repurchased - 139,398 Total shares retired - 139,398 Average price paid per share $ - $ 43.04 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | 18. Segment Information The Company operates in two reportable segments: Federal Solutions and Critical Infrastructure. The Federal Solutions segment provides advanced technical solutions to the U.S. government, delivering timely, cost-effective hardware, software and services for mission-critical projects. The segment provides advanced technologies, supporting national security missions in cybersecurity, missile defense, and military facility modernization, logistics support, hazardous material remediation and engineering services. The Critical Infrastructure segment provides integrated engineering and management services for complex physical and digital infrastructure around the globe. The Critical Infrastructure segment is a technology innovator focused on next generation digital systems and complex structures. Industry leading capabilities in engineering and project management allow the Company to deliver significant value to customers by employing cutting-edge technologies, improving timelines and reducing costs. The Company defines its reportable segments based on the way the chief operating decision maker (“CODM”), its Chief Executive Officer, evaluates the performance of each segment and manages the operations of the Company for purposes of allocating resources among the segments. The CODM evaluates segment operating performance using segment Revenue and segment Adjusted EBITDA attributable to Parsons Corporation. The following table summarizes business segment revenue for the periods presented (in thousands): Three Months Ended March 31, 2024 March 31, 2023 Federal Solutions revenue $ 909,608 $ 634,546 Critical Infrastructure revenue 626,068 538,920 Total revenue $ 1,535,676 $ 1,173,466 Three Months Ended March 31, 2024 March 31, 2023 Equity in (losses) earnings of unconsolidated joint ventures: Federal Solutions $ ( 469 ) $ 1,112 Critical Infrastructure ( 1,591 ) ( 6,952 ) Total equity in (losses) earnings of unconsolidated joint ventures $ ( 2,060 ) $ ( 5,840 ) The Company defines Adjusted EBITDA attributable to Parsons Corporation as Adjusted EBITDA excluding Adjusted EBITDA attributable to noncontrolling interests. The Company defines Adjusted EBITDA as net income (loss) attributable to Parsons Corporation, adjusted to include net income (loss) attributable to noncontrolling interests and to exclude interest expense (net of interest income), provision for income taxes, depreciation and amortization and certain other items that are not considered in the evaluation of ongoing operating performance. These other items include net income (loss) attributable to noncontrolling interests, asset impairment charges, equity-based compensation, income and expense recognized on litigation matters, expenses incurred in connection with acquisitions and other non-recurring transaction costs and expenses related to our prior restructuring. The following table reconciles business segment Adjusted EBITDA attributable to Parsons Corporation to Net Income attributable to Parsons Corporation for the periods presented (in thousands): Three Months Ended Adjusted EBITDA attributable to Parsons Corporation March 31, 2024 March 31, 2023 Federal Solutions $ 92,541 $ 56,148 Critical Infrastructure 32,963 24,357 Adjusted EBITDA attributable to Parsons Corporation 125,504 80,505 Adjusted EBITDA attributable to noncontrolling interests 15,589 9,886 Depreciation and amortization ( 24,531 ) ( 28,359 ) Interest expense, net ( 11,846 ) ( 5,665 ) Income tax benefit (expense) 32,234 ( 11,503 ) Equity-based compensation expense ( 12,656 ) ( 6,703 ) Loss on extinguishment of debt ( 211,018 ) - Transaction-related costs (a) ( 2,886 ) ( 1,618 ) Restructuring expense (b) - ( 546 ) Other (c) ( 2,502 ) ( 721 ) Net (loss) income including noncontrolling interests ( 92,112 ) 35,276 Net income attributable to noncontrolling interests 15,243 9,723 Net (loss) income attributable to Parsons Corporation $ ( 107,355 ) $ 25,553 (a) Reflects costs incurred in connection with acquisitions and other non-recurring transaction costs, primarily fees paid for professional services and employee retention. (b) Reflects costs associated with corporate restructuring initiatives. (c) Includes a combination of gain/loss related to sale of fixed assets, software implementation costs, and other individually insignificant items that are non-recurring in nature. Asset information by segment is not a key measure of performance used by the CODM. The following tables present revenues and property and equipment, net by geographic area (in thousands): Three Months Ended March 31, 2024 March 31, 2023 Revenue North America $ 1,272,250 $ 948,715 Middle East 258,921 217,398 Rest of World 4,505 7,353 Total Revenue $ 1,535,676 $ 1,173,466 The geographic location of revenue is determined by the location of the customer. March 31, 2024 December 31, 2023 Property and Equipment, Net North America $ 90,189 $ 91,766 Middle East 8,310 7,191 Total Property and Equipment, Net $ 98,499 $ 98,957 North America includes revenue in the United States for the three months ended March 31, 2024 and March 31, 2023 of $ 1.2 billion and $ 882.3 million, respectively. North America property and equipment, net includes $ 82.5 million and $ 83.9 million of property and equipment, net in the United States at March 31, 2024 and December 31, 2023, respectively. The following table presents revenues by business units (in thousands): Three Months Ended March 31, 2024 March 31, 2023 Revenue Defense and Intelligence $ 408,388 $ 364,360 Engineered Systems 501,220 270,186 Federal Solutions revenues 909,608 634,546 Infrastructure – North America 365,282 319,559 Infrastructure – Europe, Middle East and Africa 260,786 219,361 Critical Infrastructure revenues 626,068 538,920 Total Revenue $ 1,535,676 $ 1,173,466 Effective October 1, 2023, the Company reorganized its Critical Infrastructure business units from Mobility Solutions and Connected Communities to Infrastructure – North America and Infrastructure – Europe, Middle East and Africa. The prior year information in the table above has been reclassified to conform to the business unit changes. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events None |
Basis of Presentation and Pri_2
Basis of Presentation and Principles of Consolidation (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | The accompanying unaudited consolidated financial statements and related notes of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and pursuant to the interim period reporting requirements of Form 10-Q. They do not include all of the information and footnotes required by GAAP for complete financial statements and, therefore, should be read in conjunction with our consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. In the opinion of management, the consolidated financial statements reflect all normal recurring adjustments necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented. The results of operations and cash flows for any interim period are not necessarily indicative of results for the full year or for future years. This Quarterly Report on Form 10-Q includes the accounts of Parsons Corporation and its subsidiaries and affiliates which it controls. Interests in joint ventures that are controlled by the Company, or for which the Company is otherwise deemed to be the primary beneficiary, are consolidated. For joint ventures in which the Company does not have a controlling interest, but exerts a significant influence, the Company applies the equity method of accounting (see “Note 14 – Investments in and Advances to Joint Ventures" for further discussion). Intercompany accounts and transactions are eliminated in consolidation. Certain amounts may not foot due to rounding. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates. The Company’s most significant estimates and judgments involve revenue recognition with respect to the determination of the costs to complete contracts and transaction price; determination of self-insurance reserves; useful lives of property and equipment and intangible assets; valuation of deferred income tax assets and uncertain tax positions, among others. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” and “Note 2—Summary of Significant Accounting Policies” in the notes to our consolidated financial statements included in the Company’s Form 10-K for the year ended December 31, 2023 , for a discussion of the significant estimates and assumptions affecting our consolidated financial statements. Estimates of costs to complete contracts are continually evaluated as work progresses and are revised when necessary. When a change in estimate is determined to have an impact on contract profit, the Company records a positive or negative adjustment to the consolidated statement of income. |
New Accounting Pronouncements | In the fourth quarter of 2023, The Financial Accounting Standards Board ("FASB") Issued Accounting Standards Update (“ASU”) 2023-09, "Income Taxes (Topic 740)" ("ASU 2023-09"). ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 . Early adoption is permitted. The adoption of this ASU will no t have a material impact on the Company's consolidated financial statements. In the fourth quarter of 2023, the FASB Issued ASU 2023-07, "Segment Reporting (Topic 280)". ASU 2023-07 introduces enhanced disclosures about significant segment expenses along with other enhanced segment disclosures. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 . Early adoption is permitted. The adoption of this ASU will no t have a material impact on the Company's consolidated financial statements. During July 2023, the FASB Issued ASU 2023-03. ASU 2023-03 incorporates, into certain accounting standards, amendments to SEC paragraphs pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revisions of Regulation S-X: Income or Loss Applicable to Common Stock. These rules are effective immediately. The adoption of this ASU did not have a material impact on the Company's consolidated financial statements. |
Leases | The Company has operating and finance leases for corporate and project office spaces, vehicles, heavy machinery and office equipment. Our leases have remaining lease terms of one year to eight years , some of which may include options to extend the leases for up to five years , and some of which may include options to terminate the leases after the third year . |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Sealing Technologies, Inc. | |
Schedule of Acquisition Date Fair Value of the Purchase Consideration Transferred | The following table summarizes the acquisition date fair value of the purchase consideration transferred (in thousands): Amount Cash paid at closing $ 179,259 Fair value of contingent consideration to be achieved 3,231 Total purchase price $ 182,490 |
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed on Preliminary Purchase Price Allocation | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed based on the preliminary purchase price allocation as of the date of acquisition (in thousands): Amount Cash and cash equivalents $ 8,133 Accounts receivable 17,889 Contract assets 2,946 Prepaid expenses and other current assets 1,379 Property and equipment 2,025 Right of use assets, operating leases 1,836 Deferred tax assets 357 Goodwill 90,593 Intangible assets 75,000 Accounts payable ( 15,987 ) Accrued expenses and other current liabilities ( 2,408 ) Contract liabilities ( 668 ) Short-term lease liabilities, operating leases ( 418 ) Long-term lease liabilities, operating leases ( 1,418 ) Net assets acquired $ 179,259 |
Schedule of Intangible Assets Value on Purchase Price | Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years): Gross Amortization (in years) Customer relationships $ 40,000 14 Backlog 26,000 3 Developed technologies 8,000 3 Other $ 1,000 1 |
Schedule of Supplemental Pro Forma Information | Supplemental information of unaudited pro forma operating results assuming the SealingTech acquisition had been consummated as of the beginning of fiscal year 2022 (in thousands) is as follows: Three Months Ended March 31, 2024 March 31, 2023 Pro forma Revenue $ 1,535,676 $ 1,190,481 Pro forma Net Income including noncontrolling interests ( 90,779 ) 34,195 |
IPKeys Power Partners | |
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed on Preliminary Purchase Price Allocation | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed based on the preliminary purchase price allocation as of the date of acquisition (in thousands): Amount Cash and cash equivalents $ 126 Accounts receivable 3,937 Contract assets 834 Prepaid expenses and other current assets 455 Property and equipment 86 Right of use assets, operating leases 1,105 Other noncurrent assets 152 Goodwill 22,407 Intangible assets 23,000 Accounts payable ( 541 ) Accrued expenses and other current liabilities ( 1,768 ) Contract liabilities ( 1,936 ) Short-term lease liabilities, operating leases ( 343 ) Deferred tax liabilities ( 3,713 ) Long-term lease liabilities, operating leases ( 762 ) Net assets acquired $ 43,039 |
Schedule of Intangible Assets Value on Purchase Price | Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years): Gross Amortization (in years) Customer relationships (1) $ 15,900 16 Developed technologies 7,000 11 Other $ 100 1 (1) The acquired business is a SaaS commercial business. Backlog for this type of business is included as customer relationships. |
Schedule of Supplemental Pro Forma Information | Supplemental information of unaudited pro forma operating results assuming the IPKeys acquisition had been consummated as of the beginning of fiscal year 2022 (in thousands) is as follows: Three Months Ended March 31, 2024 March 31, 2023 Pro forma Revenue $ 1,535,676 $ 1,176,321 Pro forma Net Income including noncontrolling interests ( 91,953 ) 35,362 |
Contracts with Customers (Table
Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | The Company’s contracts contain both fixed-price and cost reimbursable components. Contract types are based on the component that represents the majority of the contract. The following table presents revenue disaggregated by contract type (in thousands): Three Months Ended March 31, 2024 March 31, 2023 Fixed-price $ 631,219 $ 341,012 Time-and-Materials 350,651 318,315 Cost-plus 553,806 514,139 Total $ 1,535,676 $ 1,173,466 |
Summary of Contract Assets and Contract Liabilities | Contract assets and contract liabilities balances at March 31, 2024 and December 31, 2023 were as follows (in thousands): March 31, 2024 December 31, 2023 Contract assets $ 768,007 $ 757,515 Contract liabilities 282,962 301,107 Net contract assets (liabilities) (1) $ 485,045 $ 456,408 (1) Total contract retentions included in net contract assets (liabilities) were $ 71.7 million as of March 31, 2024, of which $ 31.8 million are not expected to be paid in the next 12 months. Total contract retentions included in net contract assets (liabilities) were $ 73.8 million as of December 31, 2023. Contract assets at March 31, 2024 and December 31, 2023 include $ 101.5 million and $ 109.5 million , respectively, related to n et claim recoveries. For the three months ended March 31, 2024 and March 31, 2023 , there were no material losses recognized related to the collectability of claims, unapproved change orders, and requests for equitable adjustment. |
Summary of Changes in Revenue | evisions in estimates, such as changes in estimated claims or incentives, related to performance obligations partially satisfied in previous periods that individually had an impact of $ 5 million or more on revenue. |
Summary of Accounts Receivable, Net | Accounts receivable, net consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): 2024 2023 Billed $ 674,861 $ 646,375 Unbilled 352,542 273,215 Total accounts receivable, gross 1,027,403 919,590 Allowance for doubtful accounts ( 3,940 ) ( 3,952 ) Total accounts receivable, net $ 1,023,463 $ 915,638 |
Summary of Remaining Unsatisfied Performance Obligations Expect to Satisfy | The Company expects to satisfy its RUPO as of March 31, 2024 over the following periods (in thousands): Period RUPO Will Be Satisfied Within One Year Within One to Thereafter Federal Solutions $ 1,762,653 $ 350,568 $ 159,288 Critical Infrastructure 2,010,225 975,277 992,388 Total $ 3,772,878 $ 1,325,845 $ 1,151,676 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Summary of Lease Costs | The components of lease costs for the three months ended March 31, 2024 and March 31, 2023 are as follows (in thousands): Three Months Ended March 31, 2024 March 31, 2023 Operating lease cost $ 16,677 $ 16,625 Short-term lease cost 3,652 3,663 Amortization of right-of-use assets 777 516 Interest on lease liabilities 94 33 Sublease income ( 1,119 ) ( 1,124 ) Total lease cost $ 20,081 $ 19,713 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases for the three months ended March 31, 2024 and March 31, 2023 is as follows (in thousands): Three Months Ended March 31, 2024 March 31, 2023 Operating cash flows for operating leases $ 17,525 $ 17,785 Operating cash flows for finance leases 94 33 Financing cash flows from finance leases 740 516 Right-of-use assets obtained in exchange for new operating lease liabilities 1,994 4,707 Right-of-use assets obtained in exchange for new finance lease liabilities $ 1,380 $ 1,228 |
Schedule of Supplemental Balance Sheet and Other Information Related to Leases | Supplemental balance sheet and other information related to leases as of March 31, 2024 and December 31, 2023 are as follows (in thousands): March 31, 2024 December 31, 2023 Operating Leases: Right-of-use assets $ 145,803 $ 159,211 Lease liabilities: Current 55,024 58,556 Long-term 106,692 117,505 Total operating lease liabilities $ 161,716 $ 176,061 Finance Leases: Other noncurrent assets $ 8,467 $ 7,779 Accrued expenses and other current liabilities $ 2,973 $ 2,682 Other long-term liabilities $ 5,563 $ 5,129 Weighted Average Remaining Lease Term: Operating leases 3.8 years 3.9 years Finance leases 3.1 years 3.1 years Weighted Average Discount Rate: Operating leases 4.2 % 4.2 % Finance leases 4.7 % 4.6 % |
Schedule of Maturity Analysis of Future Undiscounted Cash Flows | A maturity analysis of the future undiscounted cash flows associated with the Company’s operating and finance lease liabilities as of March 31, 2024 is as follows (in thousands): Operating Leases Finance Leases 2024 (remaining) $ 47,189 $ 2,505 2025 48,831 2,922 2026 32,581 2,281 2027 19,215 1,110 2028 14,472 359 Thereafter 12,950 - Total lease payments 175,238 9,177 Less: imputed interest ( 13,522 ) ( 641 ) Total present value of lease liabilities $ 161,716 $ 8,536 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Carrying Value of Goodwill by Reporting Segment | The following table summarizes the changes in the carrying value of goodwill by reporting segment from December 31, 2023 to March 31, 2024 (in thousands): December 31, 2023 Acquisitions Foreign Exchange March 31, 2024 Federal Solutions $ 1,686,901 $ - $ - $ 1,686,901 Critical Infrastructure 105,764 - ( 1,222 ) 104,542 Total $ 1,792,665 $ - $ ( 1,222 ) $ 1,791,443 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Gross Amount and Accumulated Amortization of Intangible Assets | The gross amount and accumulated amortization of intangible assets with finite useful lives included in “Intangible assets, net” on the consolidated balance sheets are as follows (in thousands except for years): March 31, 2024 December 31, 2023 Weighted Gross Accumulated Net Gross Accumulated Net Amortization (in years) Backlog $ 130,000 $ ( 53,444 ) $ 76,556 $ 130,000 $ ( 45,964 ) $ 84,036 4.0 Customer relationships 297,120 ( 128,679 ) 168,441 297,120 ( 124,194 ) 172,926 9.5 Leases 120 ( 112 ) 8 120 ( 106 ) 14 1.0 Developed technology 31,600 ( 17,221 ) 14,379 31,600 ( 15,823 ) 15,777 4.6 Trade name 1,000 ( 667 ) 333 1,000 ( 417 ) 583 1.1 Non-compete agreements 1,500 ( 1,222 ) 278 1,500 ( 1,097 ) 403 3.3 In process research and development 1,800 - 1,800 1,800 - 1,800 n/a Other intangibles 275 ( 214 ) 61 375 ( 348 ) 27 9.9 Total intangible assets $ 463,415 $ ( 201,559 ) $ 261,856 $ 463,515 $ ( 187,949 ) $ 275,566 |
Schedule of Estimated Amortization Expense | Estimated amortization expense for the remainder of the current fiscal year and in each of the next four years and beyond is as follows (in thousands): March 31, 2024 2024 $ 36,096 2025 43,448 2026 37,024 2027 32,542 2028 24,329 Thereafter 86,617 Total $ 260,056 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment consisted of the following at March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 December 31, 2023 Useful life Buildings and leasehold improvements $ 102,041 $ 102,372 1 - 15 Furniture and equipment 84,417 84,244 3 - 10 Computer systems and equipment 174,950 168,926 3 - 10 Construction equipment 6,463 6,173 5 - 7 Construction in progress 21,536 21,030 389,407 382,745 Accumulated depreciation ( 290,908 ) ( 283,788 ) Property and equipment, net $ 98,499 $ 98,957 |
Debt and Credit Facilities (Tab
Debt and Credit Facilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following (in thousands): March 31, 2024 December 31, 2023 Long-Term Debt: Delayed draw term loan $ 350,000 $ 350,000 Convertible senior notes due 2025 115,443 400,000 Convertible senior notes due 2029 800,000 - Revolving credit facility - - Debt issuance costs ( 19,000 ) ( 4,037 ) Total $ 1,246,443 $ 745,963 |
Investments in and Advances t_2
Investments in and Advances to Joint Ventures (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Financial Information of Consolidated Joint Ventures | The following represents financial information for consolidated joint ventures included in the consolidated financial statements (in thousands): March 31, 2024 December 31, 2023 Current assets $ 441,446 $ 426,633 Noncurrent assets 13,011 14,295 Total assets 454,457 440,928 Current liabilities 263,690 260,286 Noncurrent liabilities 4,211 5,132 Total liabilities 267,901 265,418 Total joint venture equity $ 186,556 $ 175,510 Three Months Ended March 31, 2024 March 31, 2023 Revenue $ 202,017 $ 161,484 Costs 171,148 141,598 Net income $ 30,869 $ 19,886 Net income attributable to noncontrolling interests $ 15,243 $ 9,723 |
Summary of Financial Information for Unconsolidated Joint Ventures | The following represents the financial information of the Company’s unconsolidated joint ventures as presented in their unaudited financial statements (in thousands): March 31, 2024 December 31, 2023 Current assets $ 1,620,565 $ 1,607,953 Noncurrent assets 475,188 483,693 Total assets 2,095,753 2,091,646 Current liabilities 1,040,231 1,057,113 Noncurrent liabilities 509,299 518,647 Total liabilities 1,549,530 1,575,760 Total joint venture equity $ 546,223 $ 515,886 Investments in and advances to unconsolidated joint ventures $ 145,043 $ 128,204 Three Months Ended March 31, 2024 March 31, 2023 Revenue $ 473,532 $ 349,157 Costs 476,750 359,395 Net income (loss) $ ( 3,218 ) $ ( 10,238 ) Equity in losses of unconsolidated joint ventures $ ( 2,060 ) $ ( 5,840 ) |
Summary of Financial Statement Impact From Changes In Estimates on an Unconsolidated Joint Ventures | The following table presents certain financial statement impacts from changes in estimates on unconsolidated joint ventures in the Critical Infrastructure segment. March 31, 2024 March 31, 2023 Operating loss $ ( 8,361 ) $ ( 6,840 ) Net loss ( 6,258 ) ( 5,121 ) Diluted loss per share $ ( 0.06 ) $ ( 0.04 ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of Consolidated Balance Sheet Related to Services Provided to Unconsolidated Joint Ventures | Amounts included in the consolidated balance sheets related to services the Company provided to unconsolidated joint ventures are as follows (in thousands): March 31, 2024 December 31, 2023 Accounts receivable $ 41,237 $ 38,898 Contract assets 13,432 38,009 Contract liabilities 15,111 15,287 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Summay of Financial Assets and Liabilities Measured at Fair Value on a Recurrig Basis | Financial assets and liabilities measured at fair value on a quarterly basis are as follows: Fair value as of March 31, 2024 (in thousands): Level 1 Level 2 Level 3 Total Contingent consideration Earnout liability $ - $ - $ 4,142 $ 4,142 Total liabilities at fair value $ - $ - $ 4,142 $ 4,142 Fair value as of December 31, 2023 (in thousands): Level 1 Level 2 Level 3 Total Contingent consideration Earnout liability $ - $ - $ 2,300 $ 2,300 Total liabilities at fair value $ - $ - $ 2,300 $ 2,300 |
Summary of Carrying Values and Estimated Fair Values Of Financial Instruments | The carrying values and estimated fair values of our financial instruments that are not required to be recorded at fair value in our consolidated balance sheets, on the basis of Level 2 inputs, were as follows (in thousands): March 31, 2024 December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value Liabilities: Convertible senior notes due 2025 $ 115,443 $ 211,261 $ 400,000 $ 568,000 Convertible senior notes due 2029 800,000 872,080 - - Delayed draw term loan 350,000 350,000 350,000 350,000 Total $ 1,265,443 $ 1,433,341 $ 750,000 $ 918,000 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Denominator and Numerator used to Compute Basic and Diluted EPS | The following tables reconcile the denominator and numerator used to compute basic EPS to the denominator and numerator used to compute diluted EPS for the three months ended March 31, 2024 and March 31, 2023 (in thousands): Three Months Ended March 31, 2024 March 31, 2023 Numerator for Basic and Diluted EPS: Net income attributable to Parsons Corporation - basic $ ( 107,355 ) $ 25,553 Convertible senior notes if-converted method interest adjustment - 551 Net income attributable to Parsons Corporation - diluted $ ( 107,355 ) $ 26,104 Denominator for Basic and Diluted EPS: Basic weighted average number of shares outstanding 106,037 104,805 Dilutive effect of stock-based awards - 1,032 Dilutive effect of convertible senior notes due 2025 - 8,917 Diluted weighted average number of shares outstanding 106,037 114,754 Earnings per share: Basic $ ( 1.01 ) $ 0.24 Diluted $ ( 1.01 ) $ 0.23 |
Schedule of Repurchase Program | The following table summarizes the repurchase activity under the stock repurchase program: Three Months Ended March 31, 2024 March 31, 2023 Total shares repurchased - 139,398 Total shares retired - 139,398 Average price paid per share $ - $ 43.04 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Summary of Business Segment Information | The following table summarizes business segment revenue for the periods presented (in thousands): Three Months Ended March 31, 2024 March 31, 2023 Federal Solutions revenue $ 909,608 $ 634,546 Critical Infrastructure revenue 626,068 538,920 Total revenue $ 1,535,676 $ 1,173,466 Three Months Ended March 31, 2024 March 31, 2023 Equity in (losses) earnings of unconsolidated joint ventures: Federal Solutions $ ( 469 ) $ 1,112 Critical Infrastructure ( 1,591 ) ( 6,952 ) Total equity in (losses) earnings of unconsolidated joint ventures $ ( 2,060 ) $ ( 5,840 ) |
Summary of Adjusted EBITDA Business Segment Information | The following table reconciles business segment Adjusted EBITDA attributable to Parsons Corporation to Net Income attributable to Parsons Corporation for the periods presented (in thousands): Three Months Ended Adjusted EBITDA attributable to Parsons Corporation March 31, 2024 March 31, 2023 Federal Solutions $ 92,541 $ 56,148 Critical Infrastructure 32,963 24,357 Adjusted EBITDA attributable to Parsons Corporation 125,504 80,505 Adjusted EBITDA attributable to noncontrolling interests 15,589 9,886 Depreciation and amortization ( 24,531 ) ( 28,359 ) Interest expense, net ( 11,846 ) ( 5,665 ) Income tax benefit (expense) 32,234 ( 11,503 ) Equity-based compensation expense ( 12,656 ) ( 6,703 ) Loss on extinguishment of debt ( 211,018 ) - Transaction-related costs (a) ( 2,886 ) ( 1,618 ) Restructuring expense (b) - ( 546 ) Other (c) ( 2,502 ) ( 721 ) Net (loss) income including noncontrolling interests ( 92,112 ) 35,276 Net income attributable to noncontrolling interests 15,243 9,723 Net (loss) income attributable to Parsons Corporation $ ( 107,355 ) $ 25,553 (a) Reflects costs incurred in connection with acquisitions and other non-recurring transaction costs, primarily fees paid for professional services and employee retention. (b) Reflects costs associated with corporate restructuring initiatives. (c) Includes a combination of gain/loss related to sale of fixed assets, software implementation costs, and other individually insignificant items that are non-recurring in nature. |
Summary of Revenues and Property and Equipment, Net by Geographic Area | The following tables present revenues and property and equipment, net by geographic area (in thousands): Three Months Ended March 31, 2024 March 31, 2023 Revenue North America $ 1,272,250 $ 948,715 Middle East 258,921 217,398 Rest of World 4,505 7,353 Total Revenue $ 1,535,676 $ 1,173,466 The geographic location of revenue is determined by the location of the customer. March 31, 2024 December 31, 2023 Property and Equipment, Net North America $ 90,189 $ 91,766 Middle East 8,310 7,191 Total Property and Equipment, Net $ 98,499 $ 98,957 |
Summary of Revenues by Business Lines | The following table presents revenues by business units (in thousands): Three Months Ended March 31, 2024 March 31, 2023 Revenue Defense and Intelligence $ 408,388 $ 364,360 Engineered Systems 501,220 270,186 Federal Solutions revenues 909,608 634,546 Infrastructure – North America 365,282 319,559 Infrastructure – Europe, Middle East and Africa 260,786 219,361 Critical Infrastructure revenues 626,068 538,920 Total Revenue $ 1,535,676 $ 1,173,466 Effective October 1, 2023, the Company reorganized its Critical Infrastructure business units from Mobility Solutions and Connected Communities to Infrastructure – North America and Infrastructure – Europe, Middle East and Africa. The prior year information in the table above has been reclassified to conform to the business unit changes. |
New Accounting Pronouncements -
New Accounting Pronouncements - Additional Information (Details) | Mar. 31, 2024 |
ASU 2023-09 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adoption date | Dec. 15, 2024 |
Change in accounting principle, accounting standards update, immaterial effect | false |
Change in accounting principle, accounting standards update, adopted | true |
ASU 2023-07 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adoption date | Dec. 15, 2024 |
Change in accounting principle, accounting standards update, immaterial effect | false |
Change in accounting principle, accounting standards update, adopted | true |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Oct. 31, 2023 USD ($) | Aug. 23, 2023 USD ($) | Apr. 13, 2023 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | |||||||
Amortization of intangible assets | $ 13,700,000 | $ 18,000,000 | |||||
Revenues | 1,535,676,000 | $ 1,173,466,000 | |||||
Goodwill | 1,791,443,000 | $ 1,792,665,000 | |||||
I.S. Engineers, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of ownership interest acquired | 100% | ||||||
Cash paid to acquire | $ 12,200,000 | ||||||
Goodwill | $ 11,900,000 | ||||||
I.S. Engineers, LLC | Selling, General and Administrative Expense | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition related expenses | 300,000 | ||||||
Sealing Technologies, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of ownership interest acquired | 100% | ||||||
Cash paid to acquire | $ 179,259,000 | ||||||
Earn out payment due and payable to the selling shareholders, Multiplier | 0.5 | ||||||
Borrowed under credit agreement to partially fund the acquisition | $ 175,000,000 | ||||||
Acquisition related expenses | 3,300,000 | ||||||
Amortization of intangible assets | 3,300,000 | ||||||
Revenues | 16,900,000 | ||||||
Goodwill | 90,593,000 | ||||||
Sealing Technologies, Inc. | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Additional amount agreed to pay the selling shareholders in the event an earn out revenue target is exceeded | 25,000,000 | ||||||
Earn out revenue target, amount | 110,000,000 | ||||||
Target amount of earnout revenue | 25,000,000 | ||||||
Sealing Technologies, Inc. | Minimum | |||||||
Business Acquisition [Line Items] | |||||||
Target amount of earnout revenue | $ 0 | ||||||
IPKeys Power Partners | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of ownership interest acquired | 100% | ||||||
Cash paid to acquire | $ 43,000,000 | ||||||
Amortization of intangible assets | 400,000 | ||||||
Revenues | $ 3,500,000 | ||||||
Goodwill | $ 22,407,000 | ||||||
Goodwill deductible for tax purposes | $ 900,000 | ||||||
IPKeys Power Partners | Selling, General and Administrative Expense | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition related expenses | $ 600,000 |
Acquisitions - Schedule Of Acqu
Acquisitions - Schedule Of Acquisition Date Fair Value of the Purchase Consideration Transferred (Details) - Sealing Technologies, Inc. - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Aug. 23, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | |||
Cash paid at closing | $ 179,259 | ||
Fair value of contingent consideration to be achieved | 3,231 | $ 4,100 | $ 1,800 |
Total purchase price | $ 182,490 |
Acquisitions - Summary of Estim
Acquisitions - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed on Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Aug. 23, 2023 | Apr. 13, 2023 |
Business Acquisition [Line Items] | ||||
Contract assets | $ 768,007 | $ 757,515 | ||
Goodwill | 1,791,443 | 1,792,665 | ||
Investments in and advances to unconsolidated joint ventures | 145,043 | 128,204 | ||
Contract liabilities | $ (282,962) | $ (301,107) | ||
Sealing Technologies, Inc. | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 8,133 | |||
Accounts receivable | 17,889 | |||
Contract assets | 2,946 | |||
Prepaid expenses and other current assets | 1,379 | |||
Property and equipment | 2,025 | |||
Right of use assets, operating leases | 1,836 | |||
Deferred tax assets | 357 | |||
Goodwill | 90,593 | |||
Intangible assets | 75,000 | |||
Accounts payable | (15,987) | |||
Accrued expenses and other current liabilities | (2,408) | |||
Contract liabilities | (668) | |||
Short-term lease liabilities, operating leases | (418) | |||
Long-term lease liabilities, operating leases | (1,418) | |||
Net assets acquired | $ 179,259 | |||
IPKeys Power Partners | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 126 | |||
Accounts receivable | 3,937 | |||
Contract assets | 834 | |||
Prepaid expenses and other current assets | 455 | |||
Property and equipment | 86 | |||
Right of use assets, operating leases | 1,105 | |||
Goodwill | 22,407 | |||
Intangible assets | 23,000 | |||
Other noncurrent assets | 152 | |||
Accounts payable | (541) | |||
Accrued expenses and other current liabilities | (1,768) | |||
Contract liabilities | (1,936) | |||
Short-term lease liabilities, operating leases | (343) | |||
Deferred tax liabilities | (3,713) | |||
Long-term lease liabilities, operating leases | (762) | |||
Net assets acquired | $ 43,039 |
Acquisitions - Schedule of Inta
Acquisitions - Schedule of Intangible Assets Value on Purchase Price (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Aug. 23, 2023 | Apr. 13, 2023 | Mar. 31, 2024 | ||
Customer Relationships | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Amortization Period (in years) | 9 years 6 months | |||
Customer Relationships | Sealing Technologies, Inc. | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 40,000 | |||
Amortization Period (in years) | 14 years | |||
Customer Relationships | IPKeys Power Partners | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | [1] | $ 15,900 | ||
Amortization Period (in years) | [1] | 16 years | ||
Backlog | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Amortization Period (in years) | 4 years | |||
Backlog | Sealing Technologies, Inc. | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 26,000 | |||
Amortization Period (in years) | 3 years | |||
Trade Names | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Amortization Period (in years) | 1 year 1 month 6 days | |||
Developed Technologies | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Amortization Period (in years) | 4 years 7 months 6 days | |||
Developed Technologies | Sealing Technologies, Inc. | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 8,000 | |||
Amortization Period (in years) | 3 years | |||
Developed Technologies | IPKeys Power Partners | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 7,000 | |||
Amortization Period (in years) | 11 years | |||
Other | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Amortization Period (in years) | 9 years 10 months 24 days | |||
Other | Sealing Technologies, Inc. | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 1,000 | |||
Amortization Period (in years) | 1 year | |||
Other | IPKeys Power Partners | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 100 | |||
Amortization Period (in years) | 1 year | |||
Noncompete Agreements | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Amortization Period (in years) | 3 years 3 months 18 days | |||
[1] The acquired business is a SaaS commercial business. Backlog for this type of business is included as customer relationships. |
Acquisitions - Schedule of Supp
Acquisitions - Schedule of Supplemental Pro Forma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Business Acquisition [Line Items] | ||
Pro forma Revenue | $ 1,535,676 | $ 1,190,481 |
Pro forma Net Income including noncontrolling interests | (90,779) | 34,195 |
IPKeys Power Partners | ||
Business Acquisition [Line Items] | ||
Pro forma Revenue | 1,535,676 | 1,176,321 |
Pro forma Net Income including noncontrolling interests | $ (91,953) | $ 35,362 |
Contracts with Customers - Summ
Contracts with Customers - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 1,535,676 | $ 1,173,466 |
Fixed-Price | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 631,219 | 341,012 |
Time-and-Materials | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 350,651 | 318,315 |
Cost-Plus | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 553,806 | $ 514,139 |
Contracts with Customers - Su_2
Contracts with Customers - Summary of Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 768,007 | $ 757,515 |
Contract liabilities | 282,962 | 301,107 |
Net contract assets (liabilities) | $ 485,045 | $ 456,408 |
Contracts with Customers - Su_3
Contracts with Customers - Summary of Contract Assets and Contract Liabilities (Parenthetical) (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Contract retentions | $ 71.7 | $ 73.8 |
Contract retentions, not expected to be paid in next 12 months | 31.8 | |
Contract assets, net claims recovery estimates | $ 101.5 | $ 109.5 |
Contracts with Customers - Addi
Contracts with Customers - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue recognized included contract liability | $ 138,300,000 | $ 78,100,000 | |
Impairment of contract assets | 0 | 0 | |
Impact of changes in estimated claims or incentives on revenue | 5,000,000 | $ 5,000,000 | |
Remaining unsatisfied performance obligations | $ 6,300,000,000 | ||
U.S. Federal Government and Agencies | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Receivables from contracts rate | 22% | 18% |
Contracts with Customers - Su_4
Contracts with Customers - Summary Of Finanial Statement Impact From Revisions In Estimates (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Operating Income (Loss) | $ 101,844 | $ 51,130 |
Net Income (Loss) | $ (107,355) | $ 25,553 |
Diluted earnings per share | $ (1.01) | $ 0.23 |
Contracts with Customers - Su_5
Contracts with Customers - Summary of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Billed | $ 674,861 | $ 646,375 |
Unbilled | 352,542 | 273,215 |
Total accounts receivable, gross | 1,027,403 | 919,590 |
Allowance for doubtful accounts | (3,940) | (3,952) |
Total accounts receivable, net | $ 1,023,463 | $ 915,638 |
Contracts with Customers - Su_6
Contracts with Customers - Summary of Remaining Unsatisfied Performance Obligations Expect to Satisfy (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining unsatisfied performance obligations | $ 6,300,000 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-04-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining unsatisfied performance obligations | $ 3,772,878 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-04-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining unsatisfied performance obligations | $ 1,325,845 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2026-04-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining unsatisfied performance obligations | $ 1,151,676 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | |
Federal Solution Segment | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-04-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining unsatisfied performance obligations | $ 1,762,653 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Federal Solution Segment | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-04-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining unsatisfied performance obligations | $ 350,568 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Federal Solution Segment | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2026-04-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining unsatisfied performance obligations | $ 159,288 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | |
Critical Infrastructure | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-04-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining unsatisfied performance obligations | $ 2,010,225 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Critical Infrastructure | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-04-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining unsatisfied performance obligations | $ 975,277 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Critical Infrastructure | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2026-04-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining unsatisfied performance obligations | $ 992,388 |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Leases - Additional Information
Leases - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Lessee Lease Description [Line Items] | |
Lease option to extend | five years |
Lease existence of option to extend | true |
Lease option to terminate | third year |
Lease existence of option to terminate | true |
Operating lease not yet commenced expense | $ 0 |
Minimum | |
Lessee Lease Description [Line Items] | |
Lease term of contract | 1 year |
Maximum | |
Lessee Lease Description [Line Items] | |
Lease term of contract | 8 years |
Leases - Summary of Lease Costs
Leases - Summary of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating lease cost | $ 16,677 | $ 16,625 |
Short-term lease cost | 3,652 | 3,663 |
Amortization of right-of-use assets | 777 | 516 |
Interest on lease liabilities | 94 | 33 |
Sublease income | (1,119) | (1,124) |
Total lease cost | $ 20,081 | $ 19,713 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating cash flows for operating leases | $ 17,525 | $ 17,785 |
Operating cash flows for finance leases | 94 | 33 |
Financing cash flows from finance leases | 740 | 516 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 1,994 | 4,707 |
Right-of-use assets obtained in exchange for new finance lease liabilities | $ 1,380 | $ 1,228 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Balance Sheet and Other Information Related to Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Operating Leases: | ||
Right-of-use assets | $ 145,803 | $ 159,211 |
Lease liabilities: | ||
Current | 55,024 | 58,556 |
Long-term | 106,692 | 117,505 |
Total operating lease liabilities | 161,716 | 176,061 |
Finance Leases: | ||
Other noncurrent assets | 8,467 | 7,779 |
Accrued expenses and other current liabilities | $ 2,973 | $ 2,682 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current liabilities | Current liabilities |
Other long-term liabilities | $ 5,563 | $ 5,129 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities |
Weighted Average Remaining Lease Term: | ||
Operating leases | 3 years 9 months 18 days | 3 years 10 months 24 days |
Finance leases | 3 years 1 month 6 days | 3 years 1 month 6 days |
Weighted Average Discount Rate: | ||
Operating leases | 4.20% | 4.20% |
Finance leases | 4.70% | 4.60% |
Leases - Schedule of Maturity A
Leases - Schedule of Maturity Analysis of Future Undiscounted Cash Flows (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Operating Leases | ||
2024 (remaining) | $ 47,189 | |
2025 | 48,831 | |
2026 | 32,581 | |
2027 | 19,215 | |
2028 | 14,472 | |
Thereafter | 12,950 | |
Total lease payments | 175,238 | |
Less: imputed interest | (13,522) | |
Total present value of lease liabilities | 161,716 | $ 176,061 |
Finance Leases | ||
2024 (remaining) | 2,505 | |
2025 | 2,922 | |
2026 | 2,281 | |
2027 | 1,110 | |
2028 | 359 | |
Thereafter | 0 | |
Total lease payments | 9,177 | |
Less: imputed interest | (641) | |
Total present value of lease liabilities | $ 8,536 |
Goodwill - Summary of Changes i
Goodwill - Summary of Changes in Carrying Value of Goodwill by Reporting Segment (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill [Line Items] | |
Beginning Balance | $ 1,792,665 |
Acquisitions | 0 |
Foreign Exchange | (1,222) |
Ending Balance | 1,791,443 |
Federal Solutions | |
Goodwill [Line Items] | |
Beginning Balance | 1,686,901 |
Acquisitions | 0 |
Foreign Exchange | 0 |
Ending Balance | 1,686,901 |
Critical Infrastructure | |
Goodwill [Line Items] | |
Beginning Balance | 105,764 |
Acquisitions | 0 |
Foreign Exchange | (1,222) |
Ending Balance | $ 104,542 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment of goodwill | $ 0 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Gross Amount and Accumulated Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 463,415 | $ 463,515 |
Accumulated Amortization | (201,559) | (187,949) |
Net Carrying Amount | 261,856 | 275,566 |
Backlog | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 130,000 | 130,000 |
Accumulated Amortization | (53,444) | (45,964) |
Net Carrying Amount | $ 76,556 | 84,036 |
Weighted Average Amortization Period (in years) | 4 years | |
Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 297,120 | 297,120 |
Accumulated Amortization | (128,679) | (124,194) |
Net Carrying Amount | $ 168,441 | 172,926 |
Weighted Average Amortization Period (in years) | 9 years 6 months | |
Leases | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 120 | 120 |
Accumulated Amortization | (112) | (106) |
Net Carrying Amount | $ 8 | 14 |
Weighted Average Amortization Period (in years) | 1 year | |
Developed Technology | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 31,600 | 31,600 |
Accumulated Amortization | (17,221) | (15,823) |
Net Carrying Amount | $ 14,379 | 15,777 |
Weighted Average Amortization Period (in years) | 4 years 7 months 6 days | |
Trade Name | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,000 | 1,000 |
Accumulated Amortization | (667) | (417) |
Net Carrying Amount | $ 333 | 583 |
Weighted Average Amortization Period (in years) | 1 year 1 month 6 days | |
Noncompete Agreements | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,500 | 1,500 |
Accumulated Amortization | (1,222) | (1,097) |
Net Carrying Amount | $ 278 | 403 |
Weighted Average Amortization Period (in years) | 3 years 3 months 18 days | |
In Process Research and Development | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,800 | 1,800 |
Accumulated Amortization | 0 | 0 |
Net Carrying Amount | 1,800 | 1,800 |
Other Intangibles | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 275 | 375 |
Accumulated Amortization | (214) | (348) |
Net Carrying Amount | $ 61 | $ 27 |
Weighted Average Amortization Period (in years) | 9 years 10 months 24 days |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense of intangible assets | $ 13.7 | $ 18 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Estimated Amortization Expense (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 36,096 |
2025 | 43,448 |
2026 | 37,024 |
2027 | 32,542 |
2028 | 24,329 |
Thereafter | 86,617 |
Total | $ 260,056 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 389,407 | $ 382,745 | |
Accumulated depreciation | (290,908) | (283,788) | |
Property and equipment, net | 98,499 | 98,957 | $ 98,957 |
Buildings and Leasehold Improvements | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 102,041 | 102,372 | |
Buildings and Leasehold Improvements | Minimum | |||
Property Plant And Equipment [Line Items] | |||
Useful life (years) | 1 year | ||
Buildings and Leasehold Improvements | Maximum | |||
Property Plant And Equipment [Line Items] | |||
Useful life (years) | 15 years | ||
Furniture and Equipment | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 84,417 | 84,244 | |
Furniture and Equipment | Minimum | |||
Property Plant And Equipment [Line Items] | |||
Useful life (years) | 3 years | ||
Furniture and Equipment | Maximum | |||
Property Plant And Equipment [Line Items] | |||
Useful life (years) | 10 years | ||
Computer Systems and Equipment | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 174,950 | 168,926 | |
Computer Systems and Equipment | Minimum | |||
Property Plant And Equipment [Line Items] | |||
Useful life (years) | 3 years | ||
Computer Systems and Equipment | Maximum | |||
Property Plant And Equipment [Line Items] | |||
Useful life (years) | 10 years | ||
Construction Equipment | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 6,463 | 6,173 | |
Construction Equipment | Minimum | |||
Property Plant And Equipment [Line Items] | |||
Useful life (years) | 5 years | ||
Construction Equipment | Maximum | |||
Property Plant And Equipment [Line Items] | |||
Useful life (years) | 7 years | ||
Construction in Progress | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 21,536 | $ 21,030 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 9.4 | $ 9.4 |
Debt and Credit Facilities - Sc
Debt and Credit Facilities - Schedule of Debt (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 0 | |
Long-term debt issuance costs | (19,000,000) | $ (4,037,000) |
Total | 1,246,443,000 | 745,963,000 |
2022 Delayed Draw Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 350,000,000 | 350,000,000 |
Convertible Senior Notes Due 2025 | ||
Debt Instrument [Line Items] | ||
Convertible senior notes | 115,443,000 | 400,000,000 |
Convertible Senior Notes due 2029 | ||
Debt Instrument [Line Items] | ||
Convertible senior notes | 800,000,000 | 0 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 0 | $ 0 |
Debt and Credit Facilities - Ad
Debt and Credit Facilities - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Feb. 29, 2024 USD ($) d $ / shares | Sep. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) Extension | Aug. 31, 2020 USD ($) d $ / shares shares | Mar. 31, 2024 USD ($) d $ / shares shares | Mar. 31, 2023 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2023 USD ($) | Nov. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||||||
Letters of credit outstanding amount | $ 281,000,000 | $ 320,700,000 | |||||||
Debt instrument, outstanding amount | 0 | ||||||||
Loss on extinguishment of debt | 211,018,000 | $ 0 | |||||||
Tax effect of unwind existing bond hedge | 2,366,000 | 6,977,000 | |||||||
Deferred tax liabilities | 9,763,000 | 9,775,000 | |||||||
Effective tax rate and tax benefit | 49,900,000 | ||||||||
Deferred tax assets | 157,547,000 | $ 140,162,000 | |||||||
2022 Delayed Draw Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issuance costs incurred | $ 900,000 | ||||||||
Interest rate | 6.40% | 6.60% | |||||||
Interest expense | $ 6,000,000 | 5,100,000 | |||||||
Debt instrument, outstanding amount | 350,000,000 | $ 350,000,000 | $ 350,000,000 | ||||||
Debt amount | $ 350,000,000 | ||||||||
Debt issuance date | Sep. 30, 2022 | ||||||||
Debt instrument, maturity period | 3 years | ||||||||
Unused term loan commitments rate | 0.175% | ||||||||
Convertible Senior Notes Due 2025 | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 0.25% | ||||||||
Interest expense | $ 3,700,000 | 800,000 | |||||||
Debt amount | $ 400,000,000 | ||||||||
Exercise of option by initial purchasers aggregate principal amount | 50,000,000 | ||||||||
Proceeds from issuance and sale of debt | 389,700,000 | ||||||||
Transaction fees and other third-party offering expenses | $ 10,300,000 | ||||||||
Debt instrument, payment terms | The Convertible Senior Notes accrue interest at a rate of 0.25% per annum, payable semi-annually on February 15 and August 15 of each year beginning on February 15, 2021 | ||||||||
Debt instrument, frequency of periodic payment | semi-annually | ||||||||
Maturity Date | Aug. 15, 2025 | ||||||||
Convertible note converted each amount | $ 1,000 | ||||||||
Convertible notes converted each into shares of common stock | shares | 22.2913 | ||||||||
Debt Instrument, conversion price | $ / shares | $ 44.86 | ||||||||
Threshold trading days | d | 20 | 51 | |||||||
Threshold consecutive trading days | d | 30 | ||||||||
Conversion percentage of stock price trigger | 130% | ||||||||
Number of business day period | 5 days | ||||||||
Consecutive trading day period | 5 days | ||||||||
Convertible principal amount | $ 1,000 | ||||||||
Measurement period, percentage | 98% | ||||||||
Percentage of principal amount to redeem convertible senior notes | 100% | ||||||||
Percentage of convertible senior notes repurchased at cash | 100% | ||||||||
Net carrying value of notes | $ 115,400,000 | $ 396,500,000 | |||||||
Convertible Senior Notes due 2029 | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 2.625% | ||||||||
Interest expense | 2,400,000 | ||||||||
Debt amount | $ 800,000,000 | ||||||||
Exercise of option by initial purchasers aggregate principal amount | 100,000,000 | ||||||||
Proceeds from issuance and sale of debt | 781,100,000 | ||||||||
Transaction fees and other third-party offering expenses | $ 18,900,000 | ||||||||
Debt instrument, payment terms | The 2029 Convertible Notes accrue interest at a rate of 2.625% per annum, payable semi-annually on March 1 and September 1 of each year beginning on September 1, 2024 | ||||||||
Debt instrument, frequency of periodic payment | semi-annually | ||||||||
Maturity Date | Mar. 01, 2029 | ||||||||
Convertible note converted each amount | $ 1,000 | ||||||||
Convertible notes converted each into shares of common stock | shares | 10.6256 | ||||||||
Debt Instrument, conversion price | $ / shares | $ 94.11 | ||||||||
Threshold trading days | d | 20 | 51 | |||||||
Threshold consecutive trading days | d | 30 | ||||||||
Conversion percentage of stock price trigger | 130% | ||||||||
Number of business day period | 5 days | ||||||||
Consecutive trading day period | 5 days | ||||||||
Convertible principal amount | $ 1,000 | ||||||||
Measurement period, percentage | 98% | ||||||||
Percentage of principal amount to redeem convertible senior notes | 100% | ||||||||
Percentage of convertible senior notes repurchased at cash | 100% | ||||||||
Net carrying value of notes | $ 781,500,000 | ||||||||
Maximum | 2022 Delayed Draw Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Increase in term loan | $ 150,000,000 | ||||||||
Convertible Note Hedge And Warrant Transaction | |||||||||
Debt Instrument [Line Items] | |||||||||
Tax effect of unwind existing bond hedge | 46,200,000 | ||||||||
Convertible Note Hedge And Warrant Transaction | Convertible Senior Notes Due 2025 | |||||||||
Debt Instrument [Line Items] | |||||||||
Purchase of convertible senior notes | $ 228,100,000 | ||||||||
Proceeds from issuance and sale of debt | $ 391,800,000 | ||||||||
Bond hedge term | 5 years | ||||||||
Number of shares issuable upon conversion | shares | 8,900,000 | ||||||||
Cost of convertible note hedge transaction | $ 55,000,000 | ||||||||
Number of common stock acquired by offsetting sale warrants. | shares | 8,900,000 | ||||||||
Exercise price of warrants | $ / shares | $ 66.46 | ||||||||
Proceeds from issuance of warrants | $ 13,800,000 | ||||||||
Purchase of bond hedges and sale of warrants | $ 41,200,000 | ||||||||
Deferred tax liabilities | 16,200,000 | ||||||||
Deferred tax assets | 16,500,000 | ||||||||
Convertible Note Hedge And Warrant Transaction | Convertible Senior Notes Due 2025 | ASC 2020-06 | |||||||||
Debt Instrument [Line Items] | |||||||||
Deferred tax liability reversed | 13,900,000 | ||||||||
Additional deferred tax liability related to capitalized debt issuance costs | 400,000 | ||||||||
Adjustment to deferred tax asset through retained earnings | $ 900,000 | ||||||||
Convertible Note Hedge And Warrant Transaction | Convertible Senior Notes due 2025 | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 0.25% | ||||||||
Loss on extinguishment of debt | $ 214,200,000 | ||||||||
Acceleration charge of amortization of debt issuance costs | 3,200,000 | ||||||||
Convertible Note Hedge And Warrant Transaction | Convertible Senior Notes Due 2025 Note Hedge And Warrants | |||||||||
Debt Instrument [Line Items] | |||||||||
Purchase of convertible senior notes | 56,500,000 | ||||||||
Proceeds from issuance and sale of debt | $ 103,800,000 | ||||||||
Proceeds from partial termination of note hedge and warrants | 90,600,000 | ||||||||
Convertible Note Hedge And Warrant Transaction | Minimum [Member] | Convertible Senior Notes Due 2025 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, conversion price | $ / shares | $ 44.86 | ||||||||
Percentage of bond hedge and warrant transactions increased conversion price | 35% | ||||||||
Convertible Note Hedge And Warrant Transaction | Maximum | Convertible Senior Notes Due 2025 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, conversion price | $ / shares | $ 66.46 | ||||||||
Percentage of bond hedge and warrant transactions increased conversion price | 100% | ||||||||
Capped Call Transaction | |||||||||
Debt Instrument [Line Items] | |||||||||
Deferred tax assets | $ 22.3 | ||||||||
Capped Call Transaction | Convertible Senior Notes Due 2025 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, conversion price | $ / shares | $ 131.7575 | ||||||||
Premium of reported sale price percentage | 75% | ||||||||
Convertible Notes Converted Sale Price Of Common Stock | $ / shares | $ 75.29 | ||||||||
Cost of convertible note hedge transaction | $ 88,400,000 | ||||||||
Base Rate | Minimum [Member] | 2022 Delayed Draw Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Margin interest rate | 0% | ||||||||
Base Rate | Maximum | 2022 Delayed Draw Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Margin interest rate | 0.50% | ||||||||
SOFR Benchmark Rate | Minimum [Member] | 2022 Delayed Draw Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Margin interest rate | 0.875% | ||||||||
SOFR Benchmark Rate | Maximum | 2022 Delayed Draw Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Margin interest rate | 1.50% | ||||||||
Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit agreement date | Jun. 30, 2021 | ||||||||
Revolving credit facility | $ 650,000,000 | $ 650,000,000 | |||||||
Debt issuance costs incurred | 1,900,000 | 1,900,000 | |||||||
Revolving credit facility | $ 550,000,000 | $ 550,000,000 | |||||||
Credit agreement maturity period | 5 years | ||||||||
Credit agreement number of extensions | Extension | 2 | ||||||||
Interest rate | 6.60% | 6.70% | |||||||
Letters of credit outstanding amount | $ 42,100,000 | $ 43,800,000 | |||||||
Interest expense | $ 300,000 | $ 100,000 | |||||||
Revolving Credit Facility | Base Rate | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Margin interest rate | 0% | ||||||||
Revolving Credit Facility | Base Rate | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Margin interest rate | 0.625% | ||||||||
Revolving Credit Facility | SOFR Benchmark Rate | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Margin interest rate | 1% | ||||||||
Revolving Credit Facility | SOFR Benchmark Rate | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Margin interest rate | 1.625% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Percentage of minimum level of tax | 15% | |||
Effective income tax rate | 25.90% | 24.60% | ||
U.S. corporate tax rate | 21% | |||
Deferred tax assets, valuation allowance | $ 36.1 | |||
Liability for income taxes associated with uncertain tax positions | 26.7 | $ 25.5 | ||
Decrease in uncertain tax positions during the next twelve months | $ 7.2 |
Contingencies - Additional Info
Contingencies - Additional Information (Details) | 3 Months Ended | |
Nov. 28, 2023 USD ($) | Mar. 31, 2024 USD ($) Claim | |
Legal Proceedings [Line Items] | ||
Number of claims outstanding | Claim | 0 | |
Alleged Violation of False Claims, Act | ||
Legal Proceedings [Line Items] | ||
Amount paid by relator to acquire vehicles for contractor defendant to perform security services | $ 2,900,000 | |
Alleged Violation of False Claims, Act | Parsons Transportation Group, Inc. and against Alstom Signaling Operations LLC | ||
Legal Proceedings [Line Items] | ||
Award of damages in the total amount | $ 102,500,000 | |
Amount relating to claims assigned | 62,500,000 | |
Amount attributable to contractual and indemnification claims | $ 40,000,000 | |
Alleged Violation of False Claims, Act | Minimum | ||
Legal Proceedings [Line Items] | ||
Amount paid per month to contractor defendant by relator on false claims | 1,000,000 | |
Loss contingency sought value, civil penalty for each alleged violation of Act | 5,500 | |
Alleged Violation of False Claims, Act | Maximum | ||
Legal Proceedings [Line Items] | ||
Loss contingency sought value, civil penalty for each alleged violation of Act | $ 11,000 |
Retirement Benefit Plan - Addit
Retirement Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Shares fully vested, Description | Shares allocated to a participant’s account are fully vested after three years of credited service, or in the event(s) of reaching age 65, death or disability while an active employee of the Company. | ||
Shares fully vested after credited service | 3 years | ||
Common stock shares outstanding including ESOP | 106,203,479 | 105,839,978 | |
Company's stock held by ESOP | 57,998,295 | 59,879,857 | |
Direct Costs of Contracts and Selling, General and Administrative Expense | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
ESOP contribution expense | $ 15 | $ 14.4 |
Investments in and Advances t_3
Investments in and Advances to Joint Ventures - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Schedule Of Equity Method Investments [Line Items] | |||
Letters of credit outstanding amount | $ 281 | $ 320.7 | |
Unconsolidated Joint Ventures | |||
Schedule Of Equity Method Investments [Line Items] | |||
Net distributions from (contributions to) unconsolidated joint ventures | 20 | $ 4.8 | |
Joint Ventures | |||
Schedule Of Equity Method Investments [Line Items] | |||
Letters of credit outstanding amount | $ 149.9 | $ 147.7 |
Investments in and Advances t_4
Investments in and Advances to Joint Ventures - Summary of Financial Information for Consolidated Joint Ventures (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Schedule Of Equity Method Investments [Line Items] | |||
Current assets | $ 2,427,254 | $ 2,137,526 | |
Total assets | 5,098,443 | 4,804,061 | |
Current liabilities | 1,353,703 | 1,410,884 | |
Total liabilities | 2,855,286 | 2,427,346 | |
Total joint venture equity | 2,149,668 | 2,287,211 | |
Revenue | 1,535,676 | $ 1,173,466 | |
Costs | 1,210,827 | 917,188 | |
Net (loss) income attributable to Parsons Corporation | (107,355) | 25,553 | |
Net income attributable to noncontrolling interests | 15,243 | 9,723 | |
Consolidated Joint Ventures | |||
Schedule Of Equity Method Investments [Line Items] | |||
Current assets | 441,446 | 426,633 | |
Noncurrent assets | 13,011 | 14,295 | |
Total assets | 454,457 | 440,928 | |
Current liabilities | 263,690 | 260,286 | |
Noncurrent liabilities | 4,211 | 5,132 | |
Total liabilities | 267,901 | 265,418 | |
Total joint venture equity | 186,556 | $ 175,510 | |
Revenue | 202,017 | 161,484 | |
Costs | 171,148 | 141,598 | |
Net (loss) income attributable to Parsons Corporation | 30,869 | 19,886 | |
Net income attributable to noncontrolling interests | $ 15,243 | $ 9,723 |
Investments in and Advances t_5
Investments in and Advances to Joint Ventures - Summary of Financial Information for Unconsolidated Joint Ventures (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Schedule Of Equity Method Investments [Line Items] | |||
Current assets | $ 2,427,254 | $ 2,137,526 | |
Total assets | 5,098,443 | 4,804,061 | |
Current liabilities | 1,353,703 | 1,410,884 | |
Total liabilities | 2,855,286 | 2,427,346 | |
Total joint venture equity | 2,149,668 | 2,287,211 | |
Investments in and advances to unconsolidated joint ventures | 145,043 | 128,204 | |
Revenue | 1,535,676 | $ 1,173,466 | |
Costs | 1,210,827 | 917,188 | |
Net (loss) income attributable to Parsons Corporation | (107,355) | 25,553 | |
Equity in losses of unconsolidated joint ventures | (2,060) | (5,840) | |
Unconsolidated Joint Ventures | |||
Schedule Of Equity Method Investments [Line Items] | |||
Current assets | 1,620,565 | 1,607,953 | |
Noncurrent assets | 475,188 | 483,693 | |
Total assets | 2,095,753 | 2,091,646 | |
Current liabilities | 1,040,231 | 1,057,113 | |
Noncurrent liabilities | 509,299 | 518,647 | |
Total liabilities | 1,549,530 | 1,575,760 | |
Total joint venture equity | 546,223 | 515,886 | |
Investments in and advances to unconsolidated joint ventures | 145,043 | $ 128,204 | |
Revenue | 473,532 | 349,157 | |
Costs | 476,750 | 359,395 | |
Net (loss) income attributable to Parsons Corporation | (3,218) | (10,238) | |
Unconsolidated Joint Ventures | |||
Schedule Of Equity Method Investments [Line Items] | |||
Equity in losses of unconsolidated joint ventures | $ (2,060) | $ (5,840) |
Investments in and Advances t_6
Investments in and Advances to Joint Ventures - Summary of Financial Statement Impact From Changes In Estimates on an Unconsolidated Joint Ventures (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Equity Method Investments [Line Items] | ||
Operating loss | $ 101,844 | $ 51,130 |
Net Income (Loss) | $ (107,355) | $ 25,553 |
Diluted loss per share | $ (1.01) | $ 0.23 |
Unconsolidated Joint Ventures | ||
Schedule of Equity Method Investments [Line Items] | ||
Net Income (Loss) | $ (3,218) | $ (10,238) |
Unconsolidated Joint Ventures | Critical Infrastructure | ||
Schedule of Equity Method Investments [Line Items] | ||
Operating loss | (8,361) | (6,840) |
Net Income (Loss) | $ (6,258) | $ (5,121) |
Diluted loss per share | $ (0.06) | $ (0.04) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - Unconsolidated Joint Ventures - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | ||
Revenues | $ 46.8 | $ 50.9 |
Reimbursable cost incurred | $ 35.4 | $ 39.2 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Consolidated Balance Sheet Related to Services Provided to Unconsolidated Joint Ventures (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Related Party Transaction [Line Items] | ||
Accounts receivable, net | $ 1,023,463 | $ 915,638 |
Contract assets | 768,007 | 757,515 |
Contract liabilities | 282,962 | 301,107 |
Unconsolidated Joint Ventures | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, net | 41,237 | 38,898 |
Contract assets | 13,432 | 38,009 |
Contract liabilities | $ 15,111 | $ 15,287 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Carrying Values And Estimated Fair Values Of Financial Instruments (Details) - Level 2 - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Reported Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-Term Debt, Fair Value | $ 1,265,443 | $ 750,000 |
Estimate of Fair Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-Term Debt, Fair Value | 1,433,341 | 918,000 |
Convertible Senior Notes Due 2025 | Reported Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-Term Debt, Fair Value | 115,443 | 400,000 |
Convertible Senior Notes Due 2025 | Estimate of Fair Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-Term Debt, Fair Value | 211,261 | 568,000 |
Convertible Senior Notes due 2029 | Reported Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-Term Debt, Fair Value | 800,000 | 0 |
Convertible Senior Notes due 2029 | Estimate of Fair Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-Term Debt, Fair Value | 872,080 | 0 |
Delayed draw term loan | Reported Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-Term Debt, Fair Value | 350,000 | 350,000 |
Delayed draw term loan | Estimate of Fair Value Measurement [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-Term Debt, Fair Value | $ 350,000 | $ 350,000 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Contingent Consideration | ||
Liabilities, fair value disclosure | $ 4,142 | $ 2,300 |
Earnout Liability | ||
Contingent Consideration | ||
Liabilities, fair value disclosure | 4,142 | 2,300 |
Level 1 | ||
Contingent Consideration | ||
Liabilities, fair value disclosure | 0 | 0 |
Level 1 | Earnout Liability | ||
Contingent Consideration | ||
Liabilities, fair value disclosure | 0 | 0 |
Level 2 | ||
Contingent Consideration | ||
Liabilities, fair value disclosure | 0 | 0 |
Level 2 | Earnout Liability | ||
Contingent Consideration | ||
Liabilities, fair value disclosure | 0 | 0 |
Level 3 | ||
Contingent Consideration | ||
Liabilities, fair value disclosure | 4,142 | 2,300 |
Level 3 | Earnout Liability | ||
Contingent Consideration | ||
Liabilities, fair value disclosure | $ 4,142 | $ 2,300 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Aug. 09, 2021 | Feb. 29, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Authorized shares of common stock value | $ 154,700,000 | |||
Stock repurchase program commencement date | Aug. 12, 2021 | |||
share repurchases | 0 | 139,398 | ||
Reduction in quarterly cap value on stock repurchased | $ 25,000,000 | |||
Stock repurchase value | 54,700,000 | |||
Maximum | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Authorized shares of common stock value | $ 100,000,000 | $ 100,000,000 | ||
Stock repurchase program, remaining authorized repurchase amount | $ 100,000,000 | |||
Equity-based Awards | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 1,500,000 | 8,831 | ||
Convertible Senior Notes due 2025 | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 6,800,000 | |||
Convertible Senior Notes due 2025 | Interest Expense | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 2,800,000 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Denominator and Numerator used to Compute Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator for Basic and Diluted EPS: | ||
Net income attributable to Parsons Corporation | $ (107,355) | $ 25,553 |
Convertible senior notes if-converted method interest adjustment | 0 | 551 |
Diluted net income attributable to Parsons Corporation | $ (107,355) | $ 26,104 |
Denominator for Basic and Diluted EPS: | ||
Basic weighted average number of shares outstanding | 106,037 | 104,805 |
Dilutive effect of stock-based awards | 0 | 1,032 |
Dilutive effect of convertible senior notes due 2025 | 0 | 8,917 |
Diluted weighted average number of shares outstanding | 106,037 | 114,754 |
Earnings per share: | ||
Basic | $ (1.01) | $ 0.24 |
Diluted | $ (1.01) | $ 0.23 |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Repurchase Program (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Total shares repurchased | 0 | 139,398 |
Total shares retired | 0 | 139,398 |
Average price paid per share | $ 0 | $ 43.04 |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 USD ($) Segment | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | Segment | 2 | |||
Revenues | $ 1,535,676 | $ 1,173,466 | ||
Property and equipment, net | 98,499 | $ 98,957 | $ 98,957 | |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 1,200,000 | $ 882,300 | ||
Property and equipment, net | $ 82,500 | $ 83,900 |
Segment Information - Summary o
Segment Information - Summary of Business Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 1,535,676 | $ 1,173,466 |
Total equity in (losses) earnings of unconsolidated joint ventures | (2,060) | (5,840) |
Federal Solution Segment | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 909,608 | 634,546 |
Total equity in (losses) earnings of unconsolidated joint ventures | (469) | 1,112 |
Critical Infrastructure | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 626,068 | 538,920 |
Total equity in (losses) earnings of unconsolidated joint ventures | $ (1,591) | $ (6,952) |
Segment Information - Summary_2
Segment Information - Summary of Adjusted EBITDA Business Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Adjusted EBITDA attributable to Parsons Corporation | ||
Adjusted EBITDA attributable to Parsons Corporation | $ 125,504 | $ 80,505 |
Adjusted EBITDA attributable to noncontrolling interests | 15,589 | 9,886 |
Depreciation and amortization | (24,531) | (28,359) |
Interest expense, net | (11,846) | (5,665) |
Income tax benefit (expense) | 32,234 | (11,503) |
Equity-based compensation expense | (12,656) | (6,703) |
Loss on extinguishment of debt | 211,018 | 0 |
Transaction-related costs | (2,886) | (1,618) |
Restructuring expense | 0 | (546) |
Other | (2,502) | (721) |
Net (loss) income including noncontrolling interests | (92,112) | 35,276 |
Net income attributable to noncontrolling interests | 15,243 | 9,723 |
Net (loss) income attributable to Parsons Corporation | (107,355) | 25,553 |
Federal Solution Segment | ||
Adjusted EBITDA attributable to Parsons Corporation | ||
Adjusted EBITDA attributable to Parsons Corporation | 92,541 | 56,148 |
Critical Infrastructure | ||
Adjusted EBITDA attributable to Parsons Corporation | ||
Adjusted EBITDA attributable to Parsons Corporation | $ 32,963 | $ 24,357 |
Segment Information - Summary_3
Segment Information - Summary of Revenues and Property and Equipment, Net by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 1,535,676 | $ 1,173,466 | ||
Property and equipment, net | 98,499 | $ 98,957 | $ 98,957 | |
North America | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 1,272,250 | 948,715 | ||
Property and equipment, net | 90,189 | 91,766 | ||
Middle East | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 258,921 | 217,398 | ||
Property and equipment, net | 8,310 | $ 7,191 | ||
Rest of World | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 4,505 | $ 7,353 |
Segment Information - Summary_4
Segment Information - Summary of Revenues by Business Lines (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 1,535,676 | $ 1,173,466 |
Federal Solution Segment | ||
Segment Reporting Information [Line Items] | ||
Revenues | 909,608 | 634,546 |
Federal Solution Segment | Defense And Intelligence | ||
Segment Reporting Information [Line Items] | ||
Revenues | 408,388 | 364,360 |
Federal Solution Segment | Engineered Systems | ||
Segment Reporting Information [Line Items] | ||
Revenues | 501,220 | 270,186 |
Critical Infrastructure | ||
Segment Reporting Information [Line Items] | ||
Revenues | 626,068 | 538,920 |
Critical Infrastructure | Infrastructure-North America | ||
Segment Reporting Information [Line Items] | ||
Revenues | 365,282 | 319,559 |
Critical Infrastructure | Infrastructure - Europe, Middle East and Africa | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 260,786 | $ 219,361 |