Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 04, 2019 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | 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 | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 99,262,334 | |
Entity File Number | 001-07782 | |
Entity Tax Identification Number | 95-3232481 | |
Entity Address, Address Line One | 5875 Trinity Parkway #300 | |
Entity Address, City or Town | Centreville | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 20120 | |
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 | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents (including $73,794 and $55,054 Cash of consolidated joint ventures) | $ 133,870 | $ 280,221 |
Restricted cash and investments | 12,592 | 974 |
Accounts receivable, net (including $180,325 and $164,460 Accounts receivable of consolidated joint ventures, net) | 673,674 | 623,286 |
Contract assets (including $21,270 and $26,542 Contract assets of consolidated joint ventures) | 583,670 | 515,319 |
Prepaid expenses and other current assets (including $11,837 and $8,149 Prepaid expenses and other current assets of consolidated joint ventures) | 70,455 | 69,007 |
Total current assets | 1,474,261 | 1,488,807 |
Property and equipment, net (including $2,561 and $3,171 Property and equipment of consolidated joint ventures, net) | 109,238 | 91,849 |
Right of use assets, operating leases | 219,207 | 0 |
Goodwill | 1,050,077 | 736,938 |
Investments in and advances to unconsolidated joint ventures | 66,584 | 63,560 |
Intangible assets, net | 281,157 | 179,519 |
Deferred tax assets | 111,610 | 5,680 |
Other noncurrent assets | 50,510 | 46,225 |
Total assets | 3,362,644 | 2,612,578 |
Current liabilities: | ||
Accounts payable (including $87,914 and $90,692 Accounts payable of consolidated joint ventures) | 226,563 | 226,345 |
Accrued expenses and other current liabilities (including $73,209 and $63,880 Accrued expenses and other current liabilities of consolidated joint ventures) | 639,650 | 559,700 |
Contract liabilities (including $38,706 and $43,324 Contract liabilities of consolidated joint ventures) | 231,032 | 208,576 |
Short-term lease liabilities, operating leases | 49,074 | 0 |
Income taxes payable | 9,940 | 11,540 |
Total current liabilities | 1,156,259 | 1,006,161 |
Long-term employee incentives | 45,749 | 41,913 |
Deferred gain resulting from sale-leaseback transactions | 0 | 46,004 |
Long-term debt | 249,306 | 429,164 |
Long-term lease liabilities, operating leases | 188,571 | 0 |
Deferred tax liabilities | 7,337 | 6,240 |
Other long-term liabilities | 120,971 | 127,863 |
Total liabilities | 1,768,193 | 1,657,345 |
Commitments and contingencies (Note 13) | ||
Redeemable common stock held by Employee Stock Ownership Plan (ESOP), $1 par value; 78,172,809 and 78,138,602 shares outstanding, recorded at redemption value | 2,577,011 | 1,876,309 |
Shareholders' equity (deficit): | ||
Common stock, $1 par value; authorized 1,000,000,000 shares; 125,097,684 and 146,393,959 shares issued; 0 and 21,296,275 shares outstanding | 21,296 | |
Treasury stock, 46,918,140 and 46,959,082 shares at cost | (957,844) | (957,025) |
Additional paid-in capital | 8,772 | |
Retained earnings (accumulated deficit) | (64,896) | 12,445 |
Accumulated other comprehensive loss | (17,982) | (22,957) |
Total Parsons Corporation shareholders' equity (deficit) | (1,010,654) | (967,537) |
Noncontrolling interests | 28,094 | 46,461 |
Total shareholders' equity (deficit) | (982,560) | (921,076) |
Total liabilities, redeemable common stock and shareholders' equity (deficit) | $ 3,362,644 | $ 2,612,578 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Cash and cash equivalents | $ 133,870 | $ 280,221 |
Accounts receivable, net | 673,674 | 623,286 |
Contract assets | 583,670 | 515,319 |
Prepaid expenses and other current assets | 70,455 | 69,007 |
Property and equipment, net | 109,238 | 91,849 |
Accounts payable | 226,563 | 226,345 |
Accrued expenses and other current liabilities | 639,650 | 559,700 |
Contract liabilities | $ 231,032 | $ 208,576 |
Temporary equity, par value | $ 1 | $ 1 |
Temporary equity, shares outstanding | 78,138,602 | 78,172,809 |
Common stock, par value | $ 1 | $ 1 |
Common stock, authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, issued | 146,393,959 | 125,097,684 |
Common stock, outstanding | 21,296,275 | 0 |
Treasury stock, shares | 46,959,082 | 46,918,140 |
Consolidated Joint Ventures | ||
Cash and cash equivalents | $ 55,054 | $ 73,794 |
Accounts receivable, net | 164,460 | 180,325 |
Contract assets | 26,542 | 21,270 |
Prepaid expenses and other current assets | 8,149 | 11,837 |
Property and equipment, net | 3,171 | 2,561 |
Accounts payable | 90,692 | 87,914 |
Accrued expenses and other current liabilities | 63,880 | 73,209 |
Contract liabilities | $ 43,324 | $ 38,706 |
Consolidated Statements of Inco
Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 28, 2018 | Sep. 30, 2019 | Sep. 28, 2018 | |
Income Statement [Abstract] | ||||
Revenues | $ 1,023,277 | $ 976,157 | $ 2,917,424 | $ 2,631,568 |
Direct costs of contracts | 798,552 | 783,018 | 2,297,512 | 2,054,201 |
Equity in earnings of unconsolidated joint ventures | 7,274 | 12,707 | 29,305 | 25,577 |
Indirect, general and administrative expenses | 178,550 | 150,733 | 581,428 | 422,028 |
Operating income | 53,449 | 55,113 | 67,789 | 180,916 |
Interest income | 427 | 351 | 1,129 | 2,358 |
Interest expense | (4,909) | (5,940) | (19,577) | (14,475) |
Other income (expense), net | (3,127) | 696 | (1,580) | 355 |
Gain associated with claim on long-term contract | 0 | 0 | 0 | 74,578 |
Total other income (expense) | (7,609) | (4,893) | (20,028) | 62,816 |
Income before income tax provision | 45,840 | 50,220 | 47,761 | 243,732 |
Income tax benefit (provision) | 15,453 | (4,154) | 67,063 | (18,526) |
Net income including noncontrolling interests | 61,293 | 46,066 | 114,824 | 225,206 |
Net income attributable to noncontrolling interests | (4,481) | (4,844) | (8,012) | (10,316) |
Net income attributable to Parsons Corporation | $ 56,812 | $ 41,222 | $ 106,812 | $ 214,890 |
Earnings per share: | ||||
Basic and diluted | $ 0.57 | $ 0.52 | $ 1.19 | $ 2.66 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 28, 2018 | Sep. 30, 2019 | Sep. 28, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income including noncontrolling interests | $ 61,293 | $ 46,066 | $ 114,824 | $ 225,206 |
Other comprehensive income (loss), net of tax | ||||
Foreign currency translation adjustment, net of tax | 171 | 2,303 | 4,958 | (3,079) |
Pension adjustments, net of tax | (9) | 10 | 17 | (27) |
Comprehensive income including noncontrolling interests, net of tax | 61,455 | 48,379 | 119,799 | 222,100 |
Comprehensive income attributable to noncontrolling interests, net of tax | (4,481) | (4,822) | (8,012) | (10,270) |
Comprehensive income attributable to Parsons Corporation, net of tax | $ 56,974 | $ 43,557 | $ 111,787 | $ 211,830 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 28, 2018 | |
Cash flows from operating activities: | ||
Net income including noncontrolling interests | $ 114,824 | $ 225,206 |
Adjustments to reconcile net income to net cash used in operating activities | ||
Depreciation and amortization | 92,692 | 46,656 |
Amortization of deferred gain | 0 | (5,440) |
Amortization of debt issue costs | 802 | 548 |
Gain associated with claim on long-term contract | 0 | (129,674) |
Loss on disposal of property and equipment | 1,045 | 59 |
Provision for doubtful accounts | (964) | 9,094 |
Deferred taxes | (105,161) | 1,281 |
Foreign currency transaction gains and losses | 1,689 | 2,007 |
Equity in earnings of unconsolidated joint ventures | (29,305) | (25,577) |
Return on investments in unconsolidated joint ventures | 32,848 | 31,728 |
Stock-based compensation | 9,224 | |
Contributions of treasury stock | 36,779 | 34,070 |
Changes in assets and liabilities, net of acquisitions and newly consolidated joint ventures: | ||
Accounts receivable | (31,726) | 384,216 |
Contract assets | (59,161) | (527,768) |
Prepaid expenses and current assets | 2,980 | (13,028) |
Accounts payable | (6,946) | 38,424 |
Accrued expenses and other current liabilities | 40,186 | 9,558 |
Billings in excess of costs | 0 | (151,892) |
Contract liabilities | 20,703 | 168,579 |
Provision for contract losses | 0 | (13,992) |
Income taxes | (3,019) | 3,250 |
Other long-term liabilities | 13,138 | 12,517 |
Net cash provided by operating activities | 130,628 | 99,822 |
Cash flows from investing activities: | ||
Capital expenditures | (44,030) | (19,436) |
Proceeds from sale of property and equipment | 2,824 | 112 |
Payments for acquisitions, net of cash acquired | (495,690) | (481,163) |
Investments in unconsolidated joint ventures | (11,446) | (4,276) |
Return of investments in unconsolidated joint ventures | 6,632 | 1,126 |
Net cash used in investing activities | (541,710) | (503,637) |
Cash flows from financing activities: | ||
Proceeds from borrowings | 530,000 | 260,000 |
Repayments of borrowings | (710,000) | (20,000) |
Payments for debt costs and credit agreement | (286) | (468) |
Contributions by noncontrolling interests | 8,999 | 13,768 |
Distributions to noncontrolling interests | (35,378) | (6,858) |
Purchase of treasury stock | (819) | (73,308) |
IPO proceeds, net | 536,879 | 0 |
Dividend paid | (52,093) | 0 |
Net cash provided by financing activities | 277,302 | 173,134 |
Effect of exchange rate changes | (953) | (1,233) |
Net decrease in cash, cash equivalents, and restricted cash | (134,733) | (231,914) |
Cash, cash equivalents and restricted cash: | ||
Cash, cash equivalents and restricted cash, beginning of period | 281,195 | 446,144 |
Cash, cash equivalents and restricted cash, end of period | $ 146,462 | $ 214,230 |
Consolidated Statements of Shar
Consolidated Statements of Shareholder's Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | IPO | Redeemable Common Stock | Common Stock | Common StockIPO | Treasury Stock | Additional Paid-In Capital | Additional Paid-In CapitalIPO | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Total Parsons Deficit | Total Parsons DeficitIPO | Noncontrolling Interest | Noncontrolling InterestIPO |
Beginning balance at Dec. 29, 2017 | $ (1,049,916) | $ (876,372) | $ (186,035) | $ (15,003) | $ (1,077,410) | $ 27,494 | ||||||||
Beginning balance, Temporary Equity at Dec. 29, 2017 | $ 1,855,305 | |||||||||||||
Comprehensive income | ||||||||||||||
Net income | 225,206 | 214,890 | 214,890 | 10,316 | ||||||||||
Foreign currency translation gain (loss), net | (3,079) | (3,063) | (3,063) | (16) | ||||||||||
Pension adjustments, net | (27) | (27) | (27) | |||||||||||
Adjustment due to adoption of ASC | ASC 606 | (4,632) | (4,735) | (4,735) | 103 | ||||||||||
Purchase of treasury stock | 0 | (73,308) | 73,308 | 0 | ||||||||||
Contributions | 13,768 | 13,768 | ||||||||||||
Distributions | (6,858) | (6,858) | ||||||||||||
Ending Balance at Sep. 28, 2018 | (825,538) | $ 0 | (949,680) | $ 0 | 97,428 | (18,093) | (870,345) | 44,807 | ||||||
Ending Balance, Temporary Equity at Sep. 28, 2018 | 1,781,997 | |||||||||||||
Comprehensive income | ||||||||||||||
Temporary equity, Purchase of treasury stock | (73,308) | |||||||||||||
Beginning balance at Jun. 29, 2018 | (869,936) | 0 | (909,368) | 0 | 15,894 | (20,397) | (913,871) | 43,935 | ||||||
Beginning balance, Temporary Equity at Jun. 29, 2018 | 1,822,309 | |||||||||||||
Comprehensive income | ||||||||||||||
Net income | 46,066 | 41,222 | 41,222 | 4,844 | ||||||||||
Foreign currency translation gain (loss), net | 2,303 | 2,294 | 2,294 | 9 | ||||||||||
Pension adjustments, net | 10 | 10 | 10 | |||||||||||
Purchase of treasury stock | 0 | (40,312) | 40,312 | 0 | ||||||||||
Contributions | 115 | 115 | ||||||||||||
Distributions | (4,096) | (4,096) | ||||||||||||
Ending Balance at Sep. 28, 2018 | (825,538) | 0 | (949,680) | 0 | 97,428 | (18,093) | (870,345) | 44,807 | ||||||
Ending Balance, Temporary Equity at Sep. 28, 2018 | 1,781,997 | |||||||||||||
Comprehensive income | ||||||||||||||
Temporary equity, Purchase of treasury stock | (40,312) | |||||||||||||
Beginning balance at Dec. 31, 2018 | (921,076) | 0 | (957,025) | 0 | 12,445 | (22,957) | (967,537) | 46,461 | ||||||
Beginning balance, Temporary Equity at Dec. 31, 2018 | 1,876,309 | 1,876,309 | ||||||||||||
Comprehensive income | ||||||||||||||
Net income | 114,824 | 106,812 | 106,812 | 8,012 | ||||||||||
Foreign currency translation gain (loss), net | 4,958 | 4,958 | 4,958 | 0 | ||||||||||
Pension adjustments, net | 17 | 17 | 17 | |||||||||||
Adjustment due to adoption of ASC | ASC 842 | 52,608 | 52,608 | 52,608 | |||||||||||
Purchase of treasury stock | 0 | (819) | 819 | 0 | ||||||||||
Contributions | 8,999 | 8,999 | ||||||||||||
Distributions | (35,378) | (35,378) | ||||||||||||
Dividend paid | (52,093) | (52,093) | (52,093) | 0 | ||||||||||
Stock-based compensation | 9,224 | 9,224 | 9,224 | |||||||||||
Conversion of S-Corp to C-Corp | (25,877) | (25,877) | (25,877) | |||||||||||
Temporary equity, Conversion of S-Corp to C-Corp | 25,877 | |||||||||||||
IPO proceeds, net | $ 536,878 | $ 21,296 | $ 515,582 | $ 536,878 | $ 0 | |||||||||
Accretion of redeemable common stock | (675,644) | (516,034) | (159,610) | (675,644) | ||||||||||
Temporary equity, Accretion of redeemable common stock | 675,644 | |||||||||||||
Ending Balance at Sep. 30, 2019 | (982,560) | 21,296 | (957,844) | 8,772 | (64,896) | (17,982) | (1,010,654) | 28,094 | ||||||
Ending Balance, Temporary Equity at Sep. 30, 2019 | 2,577,011 | 2,577,011 | ||||||||||||
Comprehensive income | ||||||||||||||
Temporary equity, Purchase of treasury stock | (819) | |||||||||||||
Beginning balance at Jun. 30, 2019 | (1,342,226) | 21,296 | (957,844) | 0 | (424,886) | (18,144) | (1,379,578) | 37,352 | ||||||
Beginning balance, Temporary Equity at Jun. 30, 2019 | 2,880,189 | |||||||||||||
Comprehensive income | ||||||||||||||
Net income | 61,293 | 56,812 | 56,812 | 4,481 | ||||||||||
Foreign currency translation gain (loss), net | 171 | 171 | 171 | 0 | ||||||||||
Pension adjustments, net | (9) | (9) | (9) | |||||||||||
Contributions | 852 | 852 | ||||||||||||
Distributions | (14,591) | (14,591) | ||||||||||||
Stock-based compensation | 9,224 | 9,224 | 9,224 | |||||||||||
IPO proceeds, net | $ (452) | $ (452) | $ (452) | |||||||||||
Accretion of redeemable common stock | 303,178 | 303,178 | 303,178 | |||||||||||
Temporary equity, Accretion of redeemable common stock | (303,178) | |||||||||||||
Ending Balance at Sep. 30, 2019 | (982,560) | $ 21,296 | $ (957,844) | $ 8,772 | $ (64,896) | $ (17,982) | $ (1,010,654) | $ 28,094 | ||||||
Ending Balance, Temporary Equity at Sep. 30, 2019 | $ 2,577,011 | $ 2,577,011 |
Description of Operations
Description of Operations | 9 Months Ended |
Sep. 30, 2019 | |
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. Initial Public Offering On May 8, 2019, the Company consummated its initial public offering (“IPO”) whereby the Company sold 18,518,500 shares of common stock for $27.00 per share. The underwriters exercised their share option on May 14, 2019 to purchase an additional 2,777,775 shares at the share price of $25.515 which was the IPO share price of $27.00 less the underwriting discount of $1.485 per share. The net proceeds of the IPO and the underwriters’ share option were $536.9 million, after deducting underwriting discounts and other fees, and were used to fund an IPO dividend of $52.1 million, repay the outstanding balance of $150.0 million under our Term Loan, and repay outstanding indebtedness under our Revolving Credit Facility. Stock Dividend On April 15, 2019, the board of directors of the Company declared a common stock dividend in a ratio of two shares of common stock for every one share of common stock presently held by the Company’s stockholder (the “Stock Dividend”). The record date of this common Stock Dividend, which the Company refers to as the Stock Dividend was May 7, 2019, the day immediately prior to the consummation of the Company’s IPO on May 8, 2019, and the payment date of the Stock Dividend was May 8, 2019. Purchasers of the Company’s common stock in the Company’s public offering were not entitled to receive any portion of the Stock Dividend. |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 9 Months Ended |
Sep. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | 2 . 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 Form S-1/A filed on April 29, 2019. 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 our wholly-owned subsidiaries, and joint ventures of which we are the primary beneficiary. The equity method of accounting is applied for the joint ventures in which the Company does not have a controlling interest, but exerts a significant influence (see “Note 15 – In the first quarter of 2019 the Company adopted Accounting Standards Update (‘ASU”) 2016-02, “Leases” (“Topic 842”), using the modified retrospective method. The new guidance was applied to leases that existed or were entered into on or after January 1, 2019. The Company’s results for the reporting period beginning January 1, 2019 have been presented under Topic 842, while prior period amounts have not been adjusted and continue to be reported in accordance with previous guidance. See “Note 6 – Leases” for further discussion of the adoption and the impact on the Company’s financial statements. Accumulated Deficit The Company's accounting policy is to record dividends and accretion of redeemable stock as a reduction of retained earnings. In the absence of retained earnings, the Company will charge the dividends and/or accretion of redeemable stock to Additional Paid-in Capital Fiscal Periods In October 2018, our board of directors approved a change in our annual and quarterly fiscal period ends from the last Friday on or before the calendar year or quarterly month-end to the last day of the calendar year or quarterly month-end. Accordingly, the period end for the first, second, and third quarters of fiscal 2018 and fiscal 2019 are March 30, 2018, June 29, 2018, and September 28, 2018, respectively, and March 31, 2019, June 30, 2019, and September 30, 2019, respectively. The number of days in the three- and nine-month periods ended September 28, 2018 and September 30, 2019 were 91 and 273, respectively, and 92 and 273, respectively. 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; valuation of the Company’s fair value of common stock (for periods prior to the IPO); useful lives of property and equipment and intangible assets; calculation of allowance for doubtful accounts; valuation of deferred income tax assets and uncertain tax positions, among others. Please see “Note 2 – Summary of Significant Accounting Policies” of Notes to Consolidated Financial Statements included in the Company’s Form S-1/A filed April 29, 2019, 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. Inventory Included in Prepaid expenses and other current assets Redeemable Common Stock In connection with the Company’s IPO on May 8, 2019, all Employee Stock Ownership Plan (“ESOP”) shares were contingently redeemable for cash during the 180-day lock-up period which ended on November 3, 2019. During the 180-day lock-up period, the Company presented all shares held by the ESOP as temporary equity on the consolidated balance sheets as Redeemable common stock held by Employee Stock Ownership Plan (ESOP) |
Recently Adopted Accounting Pro
Recently Adopted Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Recently Adopted Accounting Pronouncements | 3 . In the first quarter of 2019, the Company adopted Topic 842. See “Note 6 – Leases” for further discussion of the adoption and the impact on the Company’s financial statements. In the first quarter of 2019, the Company adopted ASU 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” under which the Company did not elect to reclassify the income tax effects stranded in accumulated other comprehensive income to retained earnings as a result of the enactment of comprehensive tax legislation, commonly referred to as the Tax Cuts and Jobs Act. As a result, there was no impact on the Company’s financial position, results of operations or cash flows. On December 30, 2017, the Company adopted ASC 606, “Revenue from Contracts with Customers,” using the modified retrospective method, which provides for a cumulative effect adjustment to retained earnings beginning in fiscal 2018 for those uncompleted contracts impacted by the adoption of the new standard. The difference between the recognition criteria under ASC 606 and our previous recognition practices under ASC 605-35 was recognized through a cumulative adjustment of $4.7 million that was made to the opening balance of accumulated deficit as of December 30, 2017. In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies the test for goodwill impairment by removing the second step of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance is effective for interim and annual reporting periods beginning after December 15, 2019 and should be applied prospectively with early adoption permitted. The Company early adopted the new standard as of the beginning of fiscal 2018 and its adoption did not have a material impact on the consolidated financial statements. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | 4 . Polaris Alpha On May 31, 2018, the Company acquired a 100% ownership interest in Polaris Alpha, a privately owned, advanced technology-focused provider of innovative mission solutions for complex defense, intelligence, and security customers, as well as other U.S. federal government customers, for $489.1 million paid in cash. The Company borrowed $260 million under the credit agreement, as described in “Note 11 – Debt and Credit Facilities,” to partially fund the acquisition. In connection with this acquisition, the Company recognized $6.2 million of acquisition-related expenses in “Indirect, general and administrative expense” in the consolidated statements of income for the fiscal year ended December 31, 2018, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition. Polaris Alpha enhances the Company’s artificial intelligence and data analytics expertise with new technologies and solutions. Customers of both companies will benefit from existing, complementary technologies and increased scale, enabling end-to-end solutions under the shared vision of rapid prototyping and agile development. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed (in thousands): Amount Cash and cash equivalents $ 7,914 Accounts receivable 29,688 Contract assets 35,229 Prepaid expenses and other current assets 9,295 Property and equipment 9,024 Goodwill 243,471 Intangible assets 199,520 Other noncurrent assets 2,203 Accounts payable (13,942 ) Accrued expenses and other current liabilities (26,419 ) Contract liabilities (3,529 ) Deferred tax liabilities (2,231 ) Other long-term liabilities (1,146 ) Net assets acquired $ 489,077 Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years): Gross Carrying Amount Amortization Period (in years) Developed technology $ 84,900 4 Customer relationships 76,000 8 Backlog 34,900 2 Trade name 3,600 1 Leases $ 120 6 Amortization expense of $13.0 million and $13.2 million related to these intangible assets was recorded for the three months ended September 28, 2018 and September 30, 2019, respectively, and $17.3 million and $41.2 million for the nine months ended September 28, 2018 and September 30, 2019, respectively. The entire value of goodwill of $243.5 million was assigned to the Parsons Federal reporting unit and represents synergies expected to be realized from this business combination. Goodwill of $50.1 million is The amount of revenue generated by Polaris Alpha and included within consolidated revenues is $94.8 million and $96.9 million for the three months ended September 28, 2018 and September 30, 2019, respectively, and $124.7 million and $293.0 million for the nine months ended September 28, 2018 and September 30, 2019, respectively. 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 Supplemental information on an unaudited pro forma operating results assuming the Polaris Alpha acquisition had been consummated as of the beginning of fiscal year 2018 (December 31, 2017) (in thousands) is as follows: Three Months Ended Nine Months Ended September 28, 2018 September 28, 2018 Pro forma revenue $ 976,157 $ 2,784,864 Pro forma net income including noncontrolling interests $ 46,848 $ 179,071 The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets, pro forma impact of reflecting acquisition costs, which consisted of legal, advisory and due diligence fees and expenses and the additional pro forma interest expense related to the borrowings under the credit agreement as of the assumed acquisition date. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been consummated during the periods for which pro forma information is presented. OGSystems On January 7, 2019, the Company acquired a 100% ownership interest in OGSystems, a privately owned company, for $292.4 million paid in cash. OGSystems provides geospatial intelligence, big data analytics and threat mitigation for defense and intelligence customers. The Company borrowed $110 million under the credit agreement and $150 million on a short-term loan, as described in “Note 11 – Debt and Credit Facilities,” to partially fund the acquisition. In connection with this acquisition, the Company recognized $0.6 million and $5.5 million of acquisition-related expenses in “Indirect, general and administrative expense” in the consolidated statements of income for the three and nine months ended September 30, 2019, respectively, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition. OGSystems enhances the Company’s artificial intelligence and data analytics expertise with new technologies and solutions. Customers of both companies will benefit from existing, complementary technologies and increased scale, enabling end-to-end solutions under the shared vision of rapid prototyping and agile development. 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 $ 5,772 Accounts receivable 9,904 Contract assets 9,747 Prepaid expenses and other current assets 4,307 Property and equipment 4,085 Right of use assets, operating leases 8,826 Goodwill 183,540 Intangible assets 92,300 Other noncurrent assets 10 Accounts payable (5,450 ) Accrued expenses and other current liabilities (7,147 ) Contract liabilities (1,300 ) Short-term lease liabilities, operating leases (805 ) Income tax payable (1,469 ) Deferred tax liabilities (904 ) Long-term lease liabilities, operating leases (8,021 ) Other long-term liabilities (1,015 ) Net assets acquired $ 292,380 Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years): Gross Carrying Amount Amortization Period (in years) Customer relationships $ 57,100 5 Backlog 27,700 3 Trade name 3,800 2 Non-compete agreements 2,400 3 Developed technologies $ 1,300 3 The Company is still in the process of finalizing its valuation of developed technology acquired. Amortization expense of $5.9 million and $17.8 million related to these intangible assets was recorded for the three and nine months ended September 30, 2019, respectively. The entire value of goodwill of $183.5 million was assigned to the Parsons Federal reporting unit and represents synergies expected to be realized from this business combination. Goodwill of $16.0 million is deductible for tax purposes. The amount of revenue generated by OGSystems since the acquisition and included within consolidated revenues for the three and nine months ended September 30, 2019 is $33.7 million and $108.7 million, respectively. 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 Supplemental information on an unaudited pro forma operating results assuming the OGSystems acquisition had been consummated as of the beginning of fiscal year 2018 (December 31, 2017) (in thousands) is as follows: Three Months Ended Nine Months Ended September 28, 2018 September 30, 2019 September 28, 2018 September 30, 2019 Pro forma revenue $ 1,007,793 $ 1,023,277 $ 2,715,572 $ 2,919,379 Pro forma net income including noncontrolling interests $ 39,224 $ 61,293 $ 196,905 $ 118,896 The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets, pro forma impact of reflecting acquisition costs, which consisted of legal, advisory and due diligence fees and expenses and the additional pro forma interest expense related to the borrowings under the credit agreement as of the assumed acquisition date. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been consummated during the periods for which pro forma information is presented. QRC Technologies On July 31, 2019 the Company acquired a 100% ownership interest in QRC Technologies (“QRC”), a privately owned company, for $214.1 million in cash. QRC provides design and development of open-architecture radio-frequency products. The company borrowed $140.0 million under the Revolving Credit Facility to partially fund the transaction. In connection with this acquisition, the Company recognized $4.7 million of acquisition-related expenses in “Indirect, general and administrative expense” in the consolidated statements of income for the three and nine months ended September 30, 2019 including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition. QRC is an agile, disruptive product company that specializes in radio frequency spectrum survey, record and playback; signals intelligence; and electronic warfare missions. QRC complements our existing portfolio, increases our presence in the high-growth markets of spectrum awareness and surveillance, adds critical intellectual property that complements and expands our available capabilities for the Special Operations and Intelligence Communities. 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 $ 5,925 Accounts receivable 5,587 Prepaid expenses and other current assets 5,467 Property and equipment 1,205 Right of use assets, operating leases 5,228 Goodwill 128,387 Intangible assets 72,900 Accounts payable (1,567 ) Accrued expenses and other current liabilities (3,771 ) Short-term lease liabilities, operating leases (545 ) Long-term lease liabilities, operating leases (4,683 ) Net assets acquired $ 214,133 Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years): Gross Carrying Amount Amortization Period (in years) Customer relationships $ 47,600 12 Backlog 700 1 Trade name 800 2 Non-compete agreements 1,200 4 Developed technologies $ 22,600 3-5 The Company is still in the process of finalizing its valuation of the net assets acquired. Amortization expense of $1.9 million related to these intangible assets was recorded for the three and nine months ended September 30, 2019, respectively. The entire value of goodwill of $128.4 million was assigned to the Parsons Federal reporting unit and represents synergies expected to be realized from this business combination. Goodwill in it’s entirety is deductible for tax purposes. The amount of revenue generated by QRC since the acquisition and included within consolidated revenues for both the three and nine months ended September 30, 2019 is $5.6 million. 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 Supplemental information on an unaudited pro forma operating results assuming the QRC Technologies acquisition had been consummated as of the beginning of fiscal year 2018 (December 31, 2017) (in thousands) is as follows: Three Months Ended Nine Months Ended September 28, 2018 September 30, 2019 September 28, 2018 September 30, 2019 Pro forma revenue $ 987,343 $ 1,026,831 $ 2,657,105 $ 2,938,973 Pro forma net income including noncontrolling interests $ 44,944 $ 65,782 $ 212,728 $ 117,399 |
Contracts with Customers
Contracts with Customers | 9 Months Ended |
Sep. 30, 2019 | |
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 Nine Months Ended September 28, 2018 September 30, 2019 September 28, 2018 September 30, 2019 Fixed-Price $ 300,225 $ 288,316 $ 833,224 $ 850,658 Time-and-Materials 254,435 285,586 732,555 810,656 Cost-Plus 421,497 449,375 1,065,789 1,256,110 Total $ 976,157 $ 1,023,277 $ 2,631,568 $ 2,917,424 See “Note 19 – Segments Information” for the Company’s revenues by business lines. Contract Assets and Contract Liabilities Contract assets and contract liabilities balances at December 31, 2018 and September 30, 2019 were as follows (in thousands): December 31, 2018 September 30, 2019 $ change % change Contract assets $ 515,319 $ 583,670 $ 68,351 13.3 % Contract liabilities 208,576 231,032 22,456 10.8 % Net contract assets (liabilities) (1) $ 306,743 $ 352,638 $ 45,895 15.0 % (1) During the three months ended September 28, 2018 and September 30, 2019, the Company recognized revenue of $0.8 million and December 31, 2018 September 30, 2019 Acquired contract assets $ 35,229 $ 9,747 Acquired contract liabilities 3,529 1,300 Change in the estimate of variable consideration - 14,506 Reversal of provision for contract losses (1) $ 133,180 $ - (1) Reversal of provision for contract losses of $133.2 million, of which $55.1 million was recorded as an increase in revenue with the remainder recorded as other income. There was no significant impairment of contract assets recognized during the three and nine months ended September 28, 2018 and September 30, 2019. Revisions 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 resulted in an increase in revenue of $9.1 million for the three and nine months ended September 30, 2019, and no amounts for the three and nine months ended September 28, 2018. Accounts Receivable, net Accounts receivable, net consisted of the following as of December 31, 2018 and September 30, 2019 (in thousands): December 31, 2018 September 30, 2019 Billed $ 538,808 $ 516,099 Unbilled 135,180 200,477 Total accounts receivable, gross 673,988 716,576 Allowance for doubtful accounts (50,702 ) (42,902 ) Total accounts receivable, net $ 623,286 $ 673,674 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. 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 September 30, 2019 represent a measure of the total dollar value of work to be performed on contracts awarded and in progress. The Company had $5.1 billion in RUPO as of September 30, 2019. 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 September 30, 2019 over the following periods (in thousands): Period RUPO Will Be Satisfied Within One Year Within One to Two Years Thereafter Federal Solutions $ 1,198,634 $ 436,620 $ 208,734 Critical Infrastructure 1,636,525 960,469 643,170 Total $ 2,835,159 $ 1,397,089 $ 851,904 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | 6 . In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)”, which is a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets obtained in exchange for lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company elected to adopt the standard, and available practical expedients, effective January 1, 2019. These practical expedients allowed the Company to keep the lease classification assessed under the previous lease accounting standard (ASC 840) without reassessment under the new standard, and allowed all separate lease components, including non-lease components, to be accounted for as a single lease component for all existing leases prior to adoption of the new standard. Furthermore, the Company made an accounting policy election to not recognize a lease liability and ROU asset for leases with lease terms of twelve months or less. The Company adopted this new standard under the modified retrospective transition approach without adjusting comparative periods in the financial statements, as allowed under Topic 842, and implemented internal controls and key system functionality to enable the preparation of financial information on adoption. The standard had a material impact on the Company’s consolidated balance sheets but did not have an impact on the consolidated income statements. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while accounting for finance leases remained substantially unchanged. As a result of the adoption, the Company recorded a cumulative-effect adjustment to retained earnings of $52.6 million net of deferred tax asset adjustment of $0.7 million, representing the unamortized portion of a deferred gain previously recorded as a sale-leaseback transaction associated with the sale of an office building in 2011. The Company concluded the transaction resulted in the transfer of control of the office building to the buyer-lessor at market terms and would have qualified as a sale under Topic 842 with gain recognition in the period the sale was recognized. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets and current and long-term operating lease liabilities in the consolidated balance sheets. Finance leases are included in other noncurrent assets, accrued expenses and other current liabilities and other long-term liabilities in the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, incremental borrowing rates are used based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain equipment leases, such as vehicles, we account for the lease and non-lease components as a single lease component. Additionally, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and liabilities. 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 10 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 up to the seventh year. As of September 30, 2019, assets recorded under finance leases were $1.8 million The components of lease costs for the three and nine months ended September 30, 2019 are as follows (in thousands): Three Months Ended Nine Months Ended September 30, 2019 September 30, 2019 Operating lease cost $ 17,969 $ 53,835 Short-term lease cost 5,429 10,925 Amortization of right-of-use assets 120 455 Interest on lease liabilities 15 46 Sublease income (712 ) (2,727 ) Total lease cost $ 22,821 $ 62,534 Supplemental cash flow information related to leases for the nine months ended September 30, 2019 is as follows (in thousands): Nine Months Ended September 30, 2019 Operating cash flows for operating leases $ 52,056 Operating cash flows for financing activities 570 Right-of-use assets obtained in exchange for new operating lease liabilities 274,212 Right-of-use assets obtained in exchange for new finance lease liabilities $ 1,818 Supplemental balance sheet and other information related to leases as of September 30, 2019 is as follows (in thousands): September 30, 2019 Operating Leases: Right-of-use assets $ 219,207 Lease liabilities: Current $ 49,074 Long-term 188,571 Total operating lease liabilities $ 237,645 Finance Leases: Other noncurrent assets $ 1,362 Lease liabilities: Accrued expenses and other current liabilities $ 558 Other long-term liabilities 736 Total finance lease liabilities $ 1,294 Weighted Average Remaining Lease Term: Operating leases 6 years Finance leases 3 years Weighted Average Discount Rate: Operating leases 4.3 % Finance leases 4.4 % As of September 30, 2019, the Company has additional operating leases, primarily for office spaces, that have not yet commenced of $37.0 million. These operating leases will commence in 2019 with lease terms of 2 years to 11 years. A maturity analysis of the future undiscounted cash flows associated with the Company’s operating and finance lease liabilities as of September 30, 2019 is as follows (in thousands): Operating Leases Finance Leases 2019 $ 15,409 $ 160 2020 54,561 574 2021 50,333 421 2022 44,160 187 2023 36,996 25 Thereafter 64,423 - Total lease payments 265,882 1,367 Less: imputed interest (28,237 ) (73 ) Total present value of lease liabilities $ 237,645 $ 1,294 As of December 31, 2018, $276.7 million of minimum rental commitments on operating leases was payable as follows: $67.9 million in 2019, $51.0 million in 2020, $42.5 million in 2021, $35.9 million in 2022, $29.4 million in 2023, and $50.0 million thereafter. Rental expense for the three and nine months ended September 28, 2018 was $21.7 million and $59.7 million, respectively. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | 7 . The following table summarizes the changes in the carrying value of goodwill by reporting segment at December 31, 2018 and September 30, 2019 (in thousands): December 31, 2018 Acquisitions Foreign Exchange September 30, 2019 Federal Solutions $ 666,841 $ 311,860 $ - $ 978,701 Critical Infrastructure 70,097 - 1,279 71,376 Total $ 736,938 $ 311,860 $ 1,279 $ 1,050,077 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 8 . 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): December 31, 2018 September 30, 2019 Weighted Average Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortization Period (in years) Backlog $ 80,754 $ (58,295 ) $ 22,459 $ 109,155 $ (80,321 ) $ 28,834 3 Customer relationships 121,629 (38,974 ) 82,655 226,329 (60,266 ) 166,063 7 Leases 670 (561 ) 109 670 (576 ) 94 5 Developed technology 87,839 (15,174 ) 72,665 111,739 (32,545 ) 79,194 4 Trade name 3,600 (2,100 ) 1,500 8,200 (5,092 ) 3,108 1 Non-compete agreements - - - 3,600 (650 ) 2,950 3 Other intangibles 275 (145 ) 130 1,076 (162 ) 914 10 Total intangible assets $ 294,767 $ (115,249 ) $ 179,518 $ 460,769 $ (179,612 ) $ 281,157 The aggregate amortization expense of intangible assets for the three months ended September 28, 2018 and September 30, 2019 was $14.8 million and $22.1 million, respectively, and for the nine months ended September 30, 2018 and September 30, 2019 was $22.7 million and $64.5 million, respectively. Estimated amortization expense in each of the next five years and beyond is as follows (in thousands): September 30, 2019 2019 (remaining) $ 23,049 2020 83,511 2021 78,778 2022 34,517 2023 22,599 Thereafter 38,703 Total $ 281,157 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 9 . Property and equipment consisted of the following at December 31, 2018 and September 30, 2019 (in thousands): December 31, 2018 September 30, 2019 Useful lives (years) Buildings and leasehold improvements $ 54,348 $ 71,698 1-15 Furniture and equipment 81,705 85,322 3-10 Computer systems and equipment 148,255 168,241 3-10 Construction equipment 12,074 11,753 5-7 Accumulated depreciation (204,533 ) (227,776 ) Property and equipment, net $ 91,849 $ 109,238 Depreciation expense for the three months ended September 28, 2018 and September 30, 2019 was |
Sale-Leasebacks
Sale-Leasebacks | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Sale-Leasebacks | 1 0 . During fiscal 2011, the Company consummated two sale-leaseback transactions associated with the sale of two office buildings from which the Company recognized a total gain in the consolidated statements of income (loss) of $106.7 million and a total deferred gain of $107.8 million. The current and long-term portion of the deferred gain had been recorded in “Accrued expenses and other current liabilities” and “Deferred gain resulting from sale-leaseback transactions” on the consolidated balance sheet at December 31, 2018, respectively, and was being recognized ratably over the minimum lease terms to which they relate, as an offset to rental expense in “Indirect, general and administrative expenses” in the consolidated statements of income. Amortization of the deferred gain was $1.8 million |
Debt and Credit Facilities
Debt and Credit Facilities | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt and Credit Facilities | 1 1 . Debt consisted of the following (in thousands): Long-Term: December 31, 2018 September 30, 2019 Revolving credit facility $ 180,000 $ - Senior notes 250,000 250,000 Debt issuance costs (836 ) (694 ) Total long-term $ 429,164 $ 249,306 In November 2017, the Company entered into an amended and restated Credit Agreement. The Company incurred $2.0 million of costs in connection with this amendment. Under the agreement, the Company’s revolving credit facility was increased from $500 million to $550 million and the term of the agreement was extended through November 2022. The borrowings under the Credit Agreement bear interest, at the Company’s option, at either the Base Rate (as defined in the Credit Agreement), plus an applicable margin, or LIBOR plus an applicable margin. The applicable margin for Base Rate loans is a range of 0.125% to 1.00% and the applicable margin for LIBOR loans is a range of 1.125% to 2.00%, both based on the leverage ratio of the Company at the end of each fiscal quarter. The rates at December 31, 2018 and September 30, 2019 were 4.253% and 3.350%, respectively. Borrowings under this Credit Agreement are guaranteed by certain of the Company’s operating subsidiaries. Letters of credit commitments outstanding under this agreement aggregated to $49.8 million and $45.2 million at December 31, 2018 and September 30, 2019, respectively, which reduced borrowing limits available to the Company. Interest expense related to the credit agreement was $1.1 million and $6.4 million for the three and nine months ended September 30, 2019, respectively, and for the three and nine months ended September 28, 2018 was $2.5 million and $3.5 million, respectively. On July 1, 2014, the Company finalized a private placement whereby the Company raised an aggregate amount of $250.0 million in debt repayable as follows (in thousands): Tranche Debt Amount Maturity Date Interest Rates Senior Note, Series A $ 50,000 July 15, 2021 4.44 % Senior Note, Series B 100,000 July 15, 2024 4.98 % Senior Note, Series C 60,000 July 15, 2026 5.13 % Senior Note, Series D $ 40,000 July 15, 2029 5.38 % The Company incurred $1.1 million of debt issuance costs in connection with the private placement. On August 10, 2018, the Company finalized an amended and restated intercreditor agreement related to this private placement to more closely align certain covenants and definitions with the terms under the 2017 amended and restated Credit Agreement and incurred $0.5 million of additional issuance costs. These costs are presented as a direct deduction from the debt on the face of the consolidated balance sheets. Interest expense related to the Senior Notes for both the three and nine months ended September 28, 2018 and September 30, 2019 was $3.1 million and $9.3 million, respectively. The amortization of debt issuance costs and interest expense are recorded in “Interest expense” on the consolidated statements of income. The Company made interest payments related to the Senior Notes for both the three and nine months ended September 28, 2018 and September 30, 2019 of $6.2 million and $12.4 million, respectively. Interest payable of $5.7 million and $2.6 million is recorded in “Accrued expenses and other current liabilities” on the consolidated balance sheets at December 31, 2018 and September 30, 2019, respectively, related to the Senior Notes. The Credit Agreement and private placement 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 December 31, 2018 and September 30, 2019. 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 $223.0 million and $220.6 million at December 31, 2018 and September 30, 2019, respectively. Using a discounted cash flow technique that incorporates a market interest yield curve with adjustments for duration, optionality, and risk profile, the Company estimated the fair value (level 2) of its senior notes at September 30, 2019 approximates $269.3 million. See “Note 17 – Fair Value of Financial Instruments” for the definition of level 2 of the fair value hierarchy. In January 2019, the Company borrowed $150.0 million under our Term Loan Agreement to partially finance the OGSystems acquisition. On May 10, 2019, the Company used proceeds from its May 8, 2019 IPO to repay the $150.0 million outstanding balance under the Term Loan and this loan is now closed. Interest expense related to the term loan was $0 and $2.3 million for the three and nine months ended September 30, 2019, respectively. Amortization of debt issuance costs for all the Company’s debt and credit facilities for the three months ended September 28, 2018 and September 30, 2019 was $0.2 million and $0.2 million, respectively and $0.5 million and $0.8 million for the nine months ended September 28, 2018 and September 30, 2019, respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 2 . Historically, the Company had elected to be taxed under the provisions of Subchapter “S” of the Internal Revenue Code for federal tax purposes. As a result, income had not been subject to U.S. federal income taxes or state income taxes in those states where the “S” Corporation status is recognized. Therefore, previously, no provision or liability for federal or state income tax had been provided in the consolidated financial statements except for those states where the “S” Corporation status was not recognized, or where states imposed a tax on “S” Corporations. In connection with the Company’s IPO on May 8, 2019, the “S” Corporation status was terminated, and the Company is now treated as a “C” Corporation under the Code. The termination of the “S” Corporation election has had a material impact on the Company’s results of operations, financial condition, and cash flows as reflected in the June 30 and September 30, 2019 consolidated financial statements. The effective income tax rate has increased and net income has decreased as compared to the Company’s “S” Corporation tax years, since the Company is now subject to both U.S. federal and state corporate income taxes on its earnings. For US corporate income tax purposes, the Company will apportion its 2019 taxable income ratably between the “S” Corporation and “C” Corporation periods, as allowed by law. This allocation of income will effectively result in a blended income tax rate for the 2019 year, as only the C corporation earnings will be subject to both U.S. federal and state corporate income tax while the “S” Corporation earnings will be subject to tax in those states that tax “S” Corporations or do not recognize “S” Corporation status. The Company has estimated our 2019 effective tax benefit rate to be (69.69)%. The most significant item contributing to the difference between the effective rate and the statutory U.S. Federal income tax rate of 21.0% for the quarter ended September 30, 2019 is the tax impact of updating the revaluation of deferred tax assets and liabilities, resulting from the conversion from an “S” to a “C” Corporation. The termination for the “S” Corporation status has been treated as a change in tax status under Accounting Standards Codification 740, “Income Taxes”. These rules require that the deferred tax effects of a change in tax status be recorded to income from continuing operations on the date the “S” Corporation status terminates. During the quarter ended June 30, 2019 the Company recorded a discrete deferred tax benefit of $56 million for the estimated effect of the change in tax status, relating to the recognition of net deferred tax assets for temporary differences in existence on the date of conversion to a “C” Corporation. During the quarter ended September 30, 2019, the Company has updated the estimate to $85 million, representing an increase in expected benefit of $29 million. The update primarily relates to a change in the forecasted temporary differences as of the conversion, changes in deferred tax assets resulting from 2018 tax return-to-provision adjustments, and changes in tax accounting methods that were made with the 2018 tax return during the third quarter. This amount is subject to additional revision based upon actual results for the current year. The $29 million increase was recorded as a discrete tax benefit in the three months ended September 30, 2019. The US government enacted comprehensive tax legislation on December 22, 2017, which is commonly referred to as the Tax Cuts and Jobs Act ("TCJA"). The TCJA significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The TCJA also repealed the deduction for domestic production activities, limited the deductibility of certain executive compensation, and implemented a modified territorial tax system with the introduction of the Global Intangible Low-Taxed Income (“GILTI”) tax rules. The TCJA also imposes a one-time transition tax on deemed repatriation of historical earnings of foreign subsidiaries. As a Subchapter “S” corporation the TCJA had a limited effect on the Company’s 2018 effective tax rate. The Company calculated that as a “C” corporation in 2019, the provisions of TCJA, except for the statutory rate, will not have a material impact on the income tax provision. Under GAAP, the Company is allowed to make an accounting policy election of either: (i) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost ” method); or (ii) factoring such amounts into the Company’s measurement of its deferred taxes (the “deferred” method). For taxable income inclusions due to the GILTI tax rules, the Company has elected the period cost method and has included the impact in the estimated annual effective tax rate as of September 30, 2019. As of September 30, 2019, the Company’s deferred tax assets included a valuation allowance of $18.1 million primarily related to foreign net operating loss carryforwards, foreign tax credit carryforwards, and capital losses that the Company determined are not more likely than not to be realized. The factors used to assess the likelihood of realization were the past performance of the related 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 December 31,2018 and September 30, 2019, the liability for income taxes associated with uncertain tax positions was $9.9 million and $14.6 million, respectively. Management believes it is unlikely that the liability for unrecognized tax benefits related to existing matters would increase or decrease within the next 12 months by a material amount. The Company is routinely subject to tax audit in several jurisdictions. Although adjustments could result from these audits, the Company is not aware of any issue that would materially change the liability for uncertain tax positions. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 1 3 . 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. 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. On or about March 1, 2017, the Peninsula Corridor Joint Powers Board, or the JPB, filed a lawsuit against Parsons Transportation Group, Inc., or PTG, in the Superior Court of California, County of San Mateo, in connection with a positive train control project on which PTG was engaged prior to termination of its contract by the JPB. PTG had previously filed a lawsuit against the JPB for breach of contract and wrongful termination. The JPB seeks damages in excess of $100.0 million, which the Company is currently disputing. In addition to filing a complaint for breach of contract and wrongful termination, the Company has denied the allegations raised by the JPB and, accordingly, filed affirmative defenses. The Company is currently defending against the JPB’s claims and the parties are still engaged in discovery. The Company also has a professional liability insurance policy to the extent the JPB proves any errors or omissions occurred. At this time, we are unable to determine the probability of the outcome of the litigation or determine a potential range of loss, if any. The Company has also filed a third-party claim against a subcontractor for indemnification in connection with this matter. 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 United States government did not intervene in this matter as it is allowed to do so under the statute. The Company filed a motion to dismiss the lawsuit on the grounds that the Relator did not meet the applicable statute of limitations. The District Court granted the motion to dismiss. The Relator’s attorney appealed the decision to the United States Court of Appeals of the Eleventh Circuit, which ultimately ruled in favor of the Relator, and the Company petitioned the United States Supreme Court to review the decision. The Supreme Court reviewed the decision and accepted the position of the Relator. The case was thus remanded to the United States District Court for the Northern District of Alabama. The defendants, including Parsons, will file appropriate pleadings opposing the allegations. At this time, we are unable to determine the probability of the outcome of the litigation or determine a potential range of loss, if any. 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 2010 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 and Other Benefit Pl
Retirement and Other Benefit Plans | 9 Months Ended |
Sep. 30, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement and Other Benefit Plans | 1 4 . 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 six years of credited service, or in the event(s) of reaching age 65, death or disability while an active employee of the Company. All of the Company’s common stock was acquired by the ESOP in conjunction with a reorganization in 1984, which was financed by the Company. Upon retirement, death, termination due to permanent disability, a severe financial hardship, conflict of interest or the exercise of diversification rights, participants’ interests in their ESOP accounts are redeemable at the current price per share of the stock. There is a lock-up agreement in place through November 3, 2019 affecting the ability of the ESOP Trustee to trade shares of the Company’s stock. During the lock-up period, the Trustee will redeem eligible participants’ interests in their ESOP accounts for cash, funded by the May 10, 2019 IPO Dividend described below. If that cash is exhausted before the end of the lock-up period, participants will put their shares to the Company which will redeem them for cash. Upon the expiration of the lock-up period, all shares held by the ESOP will be redeemable by participants in shares of the Company’s stock once vesting and eligibility requirements have been met. The Company presents all shares held by the ESOP as temporary equity on the consolidated balance sheets at their redemption value. The Company elected the policy to adjust the temporary equity balance to the maximum redemption amount at each balance sheet date for units that are not currently redeemable. Accordingly, at each balance sheet date, the Company will adjust the temporary equity balance to its maximum redemption amount with a corresponding offset to retained earnings. Total ESOP contribution expense was $11.4 million and $12.3 million for the three months ended September 28, 2018 and September 30, 2019, respectively, and $34.1 million and $36.8 million for the nine months ended September 28, 2018 and September 30, 2019, respectively. The expense is recorded in “Direct costs of contracts” and “Indirect, general and administrative expense” in the consolidated statements of income. The fiscal 2019 ESOP contribution has not yet been made. The amount is currently included in accrued liabilities. At December 31, 2018 and September 30, 2019, 78,172,809 shares and 78,138,602 shares of the Company’s stock were held by the ESOP which the Company recorded at their aggregate redemption value of $1.9 billion and $2.6 billion, respectively. On April 3, 2019, the board of directors of the Company declared a cash dividend to the Company’s sole existing shareholder at that time, the ESOP, in the amount of $2.00 per share, or $52.1 million in the aggregate (the “IPO Dividend”). The IPO Dividend was paid on May 10, 2019. On April 15, 2019, the board of directors of the Company declared a common stock dividend in a ratio of two shares of common stock for every one share of common stock then held by the Company’s shareholder (the “Stock Dividend”). The record date of the Stock Dividend was May 7, 2019, the day immediately prior to the consummation of the Company’s IPO on May 8, 2019, and the payment date of the Stock Dividend was May 8, 2019. Purchasers of the Company’s common stock in the Company’s public offering were not entitled to receive any portion of the Stock Dividend. During the year ended December 31, 2018, the Company did not declare any dividends. Please see the Company’s As part of an acquisition in 2014, the Company acquired a defined contribution pension plan, a defined benefit pension plan, and supplemental retirement plan. For the defined contribution pension plan, the Company contributes a base amount plus an additional amount based upon a predetermined formula. At December 31, 2018 and September 30, 2019, the defined benefit pension plan was in a net asset position of $1.7 million and $1.7 million, respectively, which is recorded in “Other noncurrent assets” on the consolidated balance sheets. |
Investments in and Advances to
Investments in and Advances to Joint Ventures | 9 Months Ended |
Sep. 30, 2019 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investments in and Advances to Joint Ventures | 1 5 . 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 11 – Debt and Credit Facilities” that relate to project ventures are $76.8 million and $72.4 million at December 31, 2018 and September 30, 2019, respectively. 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): December 31, 2018 September 30, 2019 Current assets $ 287,227 $ 254,204 Noncurrent assets 2,689 2,836 Total assets 289,916 257,040 Current liabilities 199,833 198,079 Total liabilities 199,833 198,079 Total joint venture equity $ 90,083 $ 58,961 Three Months Ended Nine Months Ended September 28, 2018 September 30, 2019 September 28, 2018 September 30, 2019 Revenue $ 126,480 $ 117,611 $ 413,548 $ 341,719 Costs 116,468 108,839 262,146 322,826 Net income $ 10,012 $ 8,772 $ 151,402 $ 18,893 Net income attributable to noncontrolling interests $ 4,844 $ 4,481 $ 10,316 $ 8,012 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 earnings (loss) 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 VIEs 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): December 31, 2018 September 30, 2019 Current assets $ 707,457 $ 778,876 Noncurrent assets 876,385 956,367 Total assets 1,583,842 1,735,243 Current liabilities 560,306 625,949 Noncurrent liabilities 813,269 895,514 Total liabilities 1,373,575 1,521,463 Total joint venture equity 210,267 213,780 Investments in and advances to unconsolidated joint ventures $ 63,560 $ 66,584 Three Months Ended Nine Months Ended September 28, 2018 September 30, 2019 September 28, 2018 September 30, 2019 Revenue $ 482,634 $ 474,600 $ 1,234,946 $ 1,225,284 Costs 462,042 452,001 1,186,184 1,166,008 Net income $ 20,592 $ 22,599 $ 48,762 $ 59,276 Equity in earnings of unconsolidated joint ventures $ 12,707 $ 7,274 $ 25,577 $ 29,305 The Company received net distributions from (made contributions to) its unconsolidated joint ventures for the three months ended September 28, 2018 and September 30, 2019 of $20.1 million and $13.7 million, respectively, and $28.6 million and $28.0 million for the nine months ended September 28, 2018 and September 30, 2019, respectively. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 1 6 . The Company often provides services to unconsolidated joint ventures and revenues include amounts related to recovering overhead costs for these services. Revenues related to services the Company provided to unconsolidated joint ventures for the three months ended September 28, 2018 and September 30, 2019, were $36.6 million and $28.8 million December 31, 2018 September 30, 2019 Accounts receivable $ 38,742 $ 44,637 Contract assets 2,648 2,734 Contract liabilities $ 10,861 $ 5,517 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 1 7 . 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 December 31, 2018 and September 30, 2019, 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. The following table sets forth assets associated with the pension plan in “Note 14 – Retirement and Other Benefit Plans” that are accounted for at fair value by Level within the fair value hierarchy. Fair value as of December 31, 2018 (in thousands): Level 1 Level 2 Level 3 Total Mutual funds $ 2,539 $ - $ - $ 2,539 Fixed income - 10,168 - 10,168 Cash and cash equivalents 361 - - 361 $ 2,900 $ 10,168 $ - $ 13,068 Fair value as of September 30, 2019 (in thousands): Level 1 Level 2 Level 3 Total Mutual funds $ 2,888 $ - $ - $ 2,888 Fixed income - 10,579 - 10,579 Cash and cash equivalents 294 - - 294 $ 3,182 $ 10,579 $ - $ 13,761 As described in “Note 14 – Retirement and Other Benefit Plans,” the Company acquired a defined contribution pension plan, a defined benefit pension plan, and supplemental retirement plans. At December 31, 2018 and September 30, 2019, the Company measured the mutual funds held within the defined benefit pension plan at fair value using unadjusted quoted prices in active markets that are accessible for identical assets. The Company measured the fixed income securities using market bid and ask prices. The inputs that are significant to valuation of fixed income securities are generally observable and therefore have been classified as Level 2. The following table sets forth redeemable common stock associated with the ESOP in as described in “Note 14 – Retirement and Other Benefit Plans” that is accounted for at fair value by Level within the fair value hierarchy. Fair value as of December 31, 2018 (in thousands): Level 1 Level 2 Level 3 Total Redeemable common stock $ - $ - $ 1,876,309 $ 1,876,309 Fair value as of September 30, 2019 (in thousands): Level 1 Level 2 Level 3 Total Redeemable common stock $ 2,577,011 $ - $ - $ 2,577,011 As described in “Note 14 – Retirement and Other Benefit Plans,” the Company is obligated to redeem eligible participants’ interests in their ESOP accounts for cash upon an employee’s election. All shares held by the ESOP are eventually redeemable in the future for cash at the option of the holder once vesting and eligibility requirements have been met. The Company presents all shares held by the ESOP as temporary equity on the consolidated balance sheets at their redemption value. At December 31, 2018 and September 30, 2019, 78,172,809 shares and 78,138,602 shares, respectively, of the Company’s stock were held by the ESOP which the Company recorded at their aggregate redemption values of $1.9 billion and $2.6 billion, respectively. The following tables present a reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3) (in thousands): Balance at December 31, 2018 $ 1,876,309 Transfer to Level 1 (1,876,309 ) Balance at September 30, 2019 $ - |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 1 8 . Basic earnings per common share is computed using the weighted average number of shares outstanding during the period and income available to shareholders. Diluted earnings per share (“EPS”) is computed similar to basic EPS, except the weighted average number of shares outstanding is increased to include the dilutive effects of outstanding stock options and other stock-based awards. There were no dilutive securities outstanding for the three and nine months ended September 28, 2018 and September 30, 2019. The weighted average number of shares used to compute basic and diluted EPS were: Three Months Ended Nine Months Ended September 28, 2018 September 30, 2019 September 28, 2018 September 30, 2019 Basic weighted average number of shares outstanding 79,185,527 99,434,877 80,702,032 89,977,493 Dilutive common share equivalents - - - - Diluted weighted average number of shares outstanding 79,185,527 99,434,877 80,702,032 89,977,493 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | 19 . 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”), currently its Chairman and 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 Nine Months Ended September 28, 2018 September 30, 2019 September 28, 2018 September 30, 2019 Federal Solutions revenue $ 443,725 $ 486,175 $ 1,076,125 $ 1,387,484 Critical Infrastructure revenue 532,432 537,102 1,555,443 1,529,940 Total revenue $ 976,157 $ 1,023,277 $ 2,631,568 $ 2,917,424 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, 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 Nine Months Ended Adjusted EBITDA attributable to Parsons Corporation September 28, 2018 September 30, 2019 September 28, 2018 September 30, 2019 Federal Solutions $ 45,556 $ 50,359 $ 101,052 $ 126,658 Critical Infrastructure 38,006 33,976 80,296 102,177 Adjusted EBITDA attributable to Parsons Corporation 83,562 84,335 181,348 228,835 Adjusted EBITDA attributable to noncontrolling interests 5,002 4,655 10,681 8,384 Depreciation and amortization (23,599 ) (31,027 ) (46,656 ) (92,692 ) Interest expense, net (5,589 ) (4,482 ) (12,117 ) (18,448 ) Income tax (expense) benefit (4,154 ) 15,453 (18,526 ) 67,063 Litigation-related gains(a) - - 129,674 - Amortization of deferred gain resulting from sale-leaseback transactions(b) 1,798 - 5,440 - Equity-based compensation (5,049 ) 1,657 (13,198 ) (45,504 ) Transaction-related costs(c) (2,456 ) (9,891 ) (7,511 ) (26,961 ) Restructuring(d) - (309 ) - (2,880 ) Other(e) (3,449 ) 902 (3,929 ) (2,973 ) Net income including noncontrolling interests 46,066 61,293 225,206 114,824 Net income attributable to noncontrolling interests 4,844 4,481 10,316 8,012 Net income attributable to Parsons Corporation $ 41,222 $ 56,812 $ 214,890 $ 106,812 (a) Reversal of an accrued liability, with $55.1 million recorded to revenue and $74.6 million recorded to other income (“gain associated with claim on long-term contract”) in results of operations, associated with a lawsuit against a joint venture in which the Company is the managing partner. Please see “Note 14 – Commitments and Contingencies” in the Company’s Form S-1/A filed on April 29, 2019, for a description of this matter, which was resolved in favor of the Company on June 13, 2018 (b) Reflects recognized deferred gains related to sales-leaseback transactions described in “Note 10 – Sale-Leasebacks.” ( c ) Reflects costs incurred in connection with acquisitions, the IPO, and other non-recurring transaction costs, primarily fees paid for professional services and employee retention. ( d ) Reflects costs associated with corporate restructuring initiatives. ( e ) 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 presents revenues and property and equipment, net by geographic area (in thousands): Three Months Ended Nine Months Ended September 28, 2018 September 30, 2019 September 28, 2018 September 30, 2019 Revenue North America $ 805,320 $ 849,839 $ 2,131,562 $ 2,400,124 Middle East 164,677 169,028 485,377 504,604 Rest of World 6,160 4,410 14,629 12,696 Total Revenue $ 976,157 $ 1,023,277 $ 2,631,568 $ 2,917,424 The geographic location of revenue is determined by the location of the customer. The prior reporting of revenue by geographic location has been conformed to the current presentation. December 31, 2018 September 30, 2019 Property and Equipment, Net North America $ 86,847 $ 103,690 Middle East 5,002 5,548 Total Property and Equipment, Net $ 91,849 $ 109,238 North America includes revenue in the United States for the three months ended September 28, 2018 and September 30, 2019 of $747.7 million and $774.2 million, respectively, and for the nine months ended September 28, 2018 and September 30, 2019, $2.0 billion and $2.2 billion, respectively. North America property and equipment, net includes $79.9 million and $97.3 million of property and equipment, net in the United States at December 31, 2018 and September 30, 2019, respectively. The following table presents revenues by business lines (in thousands): Three Months Ended Nine Months Ended September 28, 2018 September 30, 2019 September 28, 2018 September 30, 2019 Revenue Cyber & Intelligence $ 68,895 $ 90,429 $ 177,838 $ 247,710 Defense 133,259 144,160 297,318 425,603 Mission Solutions 122,780 87,936 280,902 237,914 Engineered Systems 118,791 129,989 320,067 367,542 Geospatial - 33,661 - 108,715 Federal Solutions revenues 443,725 486,175 1,076,125 1,387,484 Connected Communities 165,529 151,779 491,444 459,277 Mobility Solutions 300,523 286,199 894,796 836,779 Industrial 66,380 99,124 169,203 233,884 Critical Infrastructure revenues 532,432 537,102 1,555,443 1,529,940 Total Revenue $ 976,157 $ 1,023,277 $ 2,631,568 $ 2,917,424 Revenue for the three and nine months ended September 28, 2018 included $55.1 million related to the settlement of a claim that was resolved in favor of the Company in the Mobility Solutions business line of our Critical Infrastructure segment. Please see “Note 14 – Commitments and Contingencies” |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 2 0 . On October 14, 2019, the Board of Directors of the Company approved the repurchase by the Company of shares of its Common Stock pursuant to the Company’s ESOP. The ESOP provides that, if, prior to the expiration of the lock-up period in connection with the Company’s initial public offering, the trust administering the ESOP has insufficient cash to fund all requested distributions, then, with respect to any distribution election received after the date the ESOP trustee determines it will no longer have sufficient cash to fund all requested distributions during the lock-up period, and provides at least 10 business days' written notice to the Company of such determination, the Company shall automatically, and without further action by the Company or the ESOP trustee, repurchase such number of shares of the Company's Common Stock held by the trust as is subject to any such election. The Company repurchased approximately 157,100 shares of its Common Stock for approximately $5.4 million. Pursuant to expiration of the lock-up period, the ESOP will commence regular distributions of shares to brokerage accounts of retired participants who have met the requirements for distribution. |
Basis of Presentation and Pri_2
Basis of Presentation and Principles of Consolidation (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Accumulated Deficit | Accumulated Deficit The Company's accounting policy is to record dividends and accretion of redeemable stock as a reduction of retained earnings. In the absence of retained earnings, the Company will charge the dividends and/or accretion of redeemable stock to Additional Paid-in Capital |
Fiscal Periods | Fiscal Periods In October 2018, our board of directors approved a change in our annual and quarterly fiscal period ends from the last Friday on or before the calendar year or quarterly month-end to the last day of the calendar year or quarterly month-end. Accordingly, the period end for the first, second, and third quarters of fiscal 2018 and fiscal 2019 are March 30, 2018, June 29, 2018, and September 28, 2018, respectively, and March 31, 2019, June 30, 2019, and September 30, 2019, respectively. The number of days in the three- and nine-month periods ended September 28, 2018 and September 30, 2019 were 91 and 273, respectively, and 92 and 273, respectively. |
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; valuation of the Company’s fair value of common stock (for periods prior to the IPO); useful lives of property and equipment and intangible assets; calculation of allowance for doubtful accounts; valuation of deferred income tax assets and uncertain tax positions, among others. Please see “Note 2 – Summary of Significant Accounting Policies” of Notes to Consolidated Financial Statements included in the Company’s Form S-1/A filed April 29, 2019, 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. |
Inventory | Inventory Included in Prepaid expenses and other current assets |
Redeemable Common Stock | Redeemable Common Stock In connection with the Company’s IPO on May 8, 2019, all Employee Stock Ownership Plan (“ESOP”) shares were contingently redeemable for cash during the 180-day lock-up period which ended on November 3, 2019. During the 180-day lock-up period, the Company presented all shares held by the ESOP as temporary equity on the consolidated balance sheets as Redeemable common stock held by Employee Stock Ownership Plan (ESOP) |
Leases | Leases In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)”, which is a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets obtained in exchange for lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company elected to adopt the standard, and available practical expedients, effective January 1, 2019. These practical expedients allowed the Company to keep the lease classification assessed under the previous lease accounting standard (ASC 840) without reassessment under the new standard, and allowed all separate lease components, including non-lease components, to be accounted for as a single lease component for all existing leases prior to adoption of the new standard. Furthermore, the Company made an accounting policy election to not recognize a lease liability and ROU asset for leases with lease terms of twelve months or less. The Company adopted this new standard under the modified retrospective transition approach without adjusting comparative periods in the financial statements, as allowed under Topic 842, and implemented internal controls and key system functionality to enable the preparation of financial information on adoption. The standard had a material impact on the Company’s consolidated balance sheets but did not have an impact on the consolidated income statements. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while accounting for finance leases remained substantially unchanged. As a result of the adoption, the Company recorded a cumulative-effect adjustment to retained earnings of $52.6 million net of deferred tax asset adjustment of $0.7 million, representing the unamortized portion of a deferred gain previously recorded as a sale-leaseback transaction associated with the sale of an office building in 2011. The Company concluded the transaction resulted in the transfer of control of the office building to the buyer-lessor at market terms and would have qualified as a sale under Topic 842 with gain recognition in the period the sale was recognized. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets and current and long-term operating lease liabilities in the consolidated balance sheets. Finance leases are included in other noncurrent assets, accrued expenses and other current liabilities and other long-term liabilities in the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, incremental borrowing rates are used based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain equipment leases, such as vehicles, we account for the lease and non-lease components as a single lease component. Additionally, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and liabilities. 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 10 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 up to the seventh year. As of September 30, 2019, assets recorded under finance leases were $1.8 million |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Polaris Alpha | |
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 (in thousands): Amount Cash and cash equivalents $ 7,914 Accounts receivable 29,688 Contract assets 35,229 Prepaid expenses and other current assets 9,295 Property and equipment 9,024 Goodwill 243,471 Intangible assets 199,520 Other noncurrent assets 2,203 Accounts payable (13,942 ) Accrued expenses and other current liabilities (26,419 ) Contract liabilities (3,529 ) Deferred tax liabilities (2,231 ) Other long-term liabilities (1,146 ) Net assets acquired $ 489,077 |
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 Carrying Amount Amortization Period (in years) Developed technology $ 84,900 4 Customer relationships 76,000 8 Backlog 34,900 2 Trade name 3,600 1 Leases $ 120 6 |
Schedule of Supplemental Pro Forma Information | Supplemental information on an unaudited pro forma operating results assuming the Polaris Alpha acquisition had been consummated as of the beginning of fiscal year 2018 (December 31, 2017) (in thousands) is as follows: Three Months Ended Nine Months Ended September 28, 2018 September 28, 2018 Pro forma revenue $ 976,157 $ 2,784,864 Pro forma net income including noncontrolling interests $ 46,848 $ 179,071 |
OGSystems | |
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 $ 5,772 Accounts receivable 9,904 Contract assets 9,747 Prepaid expenses and other current assets 4,307 Property and equipment 4,085 Right of use assets, operating leases 8,826 Goodwill 183,540 Intangible assets 92,300 Other noncurrent assets 10 Accounts payable (5,450 ) Accrued expenses and other current liabilities (7,147 ) Contract liabilities (1,300 ) Short-term lease liabilities, operating leases (805 ) Income tax payable (1,469 ) Deferred tax liabilities (904 ) Long-term lease liabilities, operating leases (8,021 ) Other long-term liabilities (1,015 ) Net assets acquired $ 292,380 |
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 Carrying Amount Amortization Period (in years) Customer relationships $ 57,100 5 Backlog 27,700 3 Trade name 3,800 2 Non-compete agreements 2,400 3 Developed technologies $ 1,300 3 |
Schedule of Supplemental Pro Forma Information | Supplemental information on an unaudited pro forma operating results assuming the OGSystems acquisition had been consummated as of the beginning of fiscal year 2018 (December 31, 2017) (in thousands) is as follows: Three Months Ended Nine Months Ended September 28, 2018 September 30, 2019 September 28, 2018 September 30, 2019 Pro forma revenue $ 1,007,793 $ 1,023,277 $ 2,715,572 $ 2,919,379 Pro forma net income including noncontrolling interests $ 39,224 $ 61,293 $ 196,905 $ 118,896 |
QRC Technologies | |
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 $ 5,925 Accounts receivable 5,587 Prepaid expenses and other current assets 5,467 Property and equipment 1,205 Right of use assets, operating leases 5,228 Goodwill 128,387 Intangible assets 72,900 Accounts payable (1,567 ) Accrued expenses and other current liabilities (3,771 ) Short-term lease liabilities, operating leases (545 ) Long-term lease liabilities, operating leases (4,683 ) Net assets acquired $ 214,133 |
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 Carrying Amount Amortization Period (in years) Customer relationships $ 47,600 12 Backlog 700 1 Trade name 800 2 Non-compete agreements 1,200 4 Developed technologies $ 22,600 3-5 |
Schedule of Supplemental Pro Forma Information | Supplemental information on an unaudited pro forma operating results assuming the QRC Technologies acquisition had been consummated as of the beginning of fiscal year 2018 (December 31, 2017) (in thousands) is as follows: Three Months Ended Nine Months Ended September 28, 2018 September 30, 2019 September 28, 2018 September 30, 2019 Pro forma revenue $ 987,343 $ 1,026,831 $ 2,657,105 $ 2,938,973 Pro forma net income including noncontrolling interests $ 44,944 $ 65,782 $ 212,728 $ 117,399 |
Contracts with Customers (Table
Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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 Nine Months Ended September 28, 2018 September 30, 2019 September 28, 2018 September 30, 2019 Fixed-Price $ 300,225 $ 288,316 $ 833,224 $ 850,658 Time-and-Materials 254,435 285,586 732,555 810,656 Cost-Plus 421,497 449,375 1,065,789 1,256,110 Total $ 976,157 $ 1,023,277 $ 2,631,568 $ 2,917,424 |
Summary of Contract Assets and Contract Liabilities | Contract assets and contract liabilities balances at December 31, 2018 and September 30, 2019 were as follows (in thousands): December 31, 2018 September 30, 2019 $ change % change Contract assets $ 515,319 $ 583,670 $ 68,351 13.3 % Contract liabilities 208,576 231,032 22,456 10.8 % Net contract assets (liabilities) (1) $ 306,743 $ 352,638 $ 45,895 15.0 % (1) |
Summary of Changes in Contract Assets and Contract Liabilities | The changes in contract assets and contract liabilities were the result of normal business activity and not significantly impacted by other factors, except as follows: December 31, 2018 September 30, 2019 Acquired contract assets $ 35,229 $ 9,747 Acquired contract liabilities 3,529 1,300 Change in the estimate of variable consideration - 14,506 Reversal of provision for contract losses (1) $ 133,180 $ - (1) Reversal of provision for contract losses of $133.2 million, of which $55.1 million was recorded as an increase in revenue with the remainder recorded as other income. |
Summary of Accounts Receivable, Net | Accounts receivable, net consisted of the following as of December 31, 2018 and September 30, 2019 (in thousands): December 31, 2018 September 30, 2019 Billed $ 538,808 $ 516,099 Unbilled 135,180 200,477 Total accounts receivable, gross 673,988 716,576 Allowance for doubtful accounts (50,702 ) (42,902 ) Total accounts receivable, net $ 623,286 $ 673,674 |
Summary of Remaining Unsatisfied Performance Obligations Expect to Satisfy | The Company expects to satisfy its RUPO as of September 30, 2019 over the following periods (in thousands): Period RUPO Will Be Satisfied Within One Year Within One to Two Years Thereafter Federal Solutions $ 1,198,634 $ 436,620 $ 208,734 Critical Infrastructure 1,636,525 960,469 643,170 Total $ 2,835,159 $ 1,397,089 $ 851,904 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Summary of Lease Costs | The components of lease costs for the three and nine months ended September 30, 2019 are as follows (in thousands): Three Months Ended Nine Months Ended September 30, 2019 September 30, 2019 Operating lease cost $ 17,969 $ 53,835 Short-term lease cost 5,429 10,925 Amortization of right-of-use assets 120 455 Interest on lease liabilities 15 46 Sublease income (712 ) (2,727 ) Total lease cost $ 22,821 $ 62,534 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases for the nine months ended September 30, 2019 is as follows (in thousands): Nine Months Ended September 30, 2019 Operating cash flows for operating leases $ 52,056 Operating cash flows for financing activities 570 Right-of-use assets obtained in exchange for new operating lease liabilities 274,212 Right-of-use assets obtained in exchange for new finance lease liabilities $ 1,818 |
Schedule of Supplemental Balance Sheet and Other Information Related to Leases | Supplemental balance sheet and other information related to leases as of September 30, 2019 is as follows (in thousands): September 30, 2019 Operating Leases: Right-of-use assets $ 219,207 Lease liabilities: Current $ 49,074 Long-term 188,571 Total operating lease liabilities $ 237,645 Finance Leases: Other noncurrent assets $ 1,362 Lease liabilities: Accrued expenses and other current liabilities $ 558 Other long-term liabilities 736 Total finance lease liabilities $ 1,294 Weighted Average Remaining Lease Term: Operating leases 6 years Finance leases 3 years Weighted Average Discount Rate: Operating leases 4.3 % Finance leases 4.4 % |
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 September 30, 2019 is as follows (in thousands): Operating Leases Finance Leases 2019 $ 15,409 $ 160 2020 54,561 574 2021 50,333 421 2022 44,160 187 2023 36,996 25 Thereafter 64,423 - Total lease payments 265,882 1,367 Less: imputed interest (28,237 ) (73 ) Total present value of lease liabilities $ 237,645 $ 1,294 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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 at December 31, 2018 and September 30, 2019 (in thousands): December 31, 2018 Acquisitions Foreign Exchange September 30, 2019 Federal Solutions $ 666,841 $ 311,860 $ - $ 978,701 Critical Infrastructure 70,097 - 1,279 71,376 Total $ 736,938 $ 311,860 $ 1,279 $ 1,050,077 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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): December 31, 2018 September 30, 2019 Weighted Average Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortization Period (in years) Backlog $ 80,754 $ (58,295 ) $ 22,459 $ 109,155 $ (80,321 ) $ 28,834 3 Customer relationships 121,629 (38,974 ) 82,655 226,329 (60,266 ) 166,063 7 Leases 670 (561 ) 109 670 (576 ) 94 5 Developed technology 87,839 (15,174 ) 72,665 111,739 (32,545 ) 79,194 4 Trade name 3,600 (2,100 ) 1,500 8,200 (5,092 ) 3,108 1 Non-compete agreements - - - 3,600 (650 ) 2,950 3 Other intangibles 275 (145 ) 130 1,076 (162 ) 914 10 Total intangible assets $ 294,767 $ (115,249 ) $ 179,518 $ 460,769 $ (179,612 ) $ 281,157 |
Schedule of Estimated Amortization Expense | Estimated amortization expense in each of the next five years and beyond is as follows (in thousands): September 30, 2019 2019 (remaining) $ 23,049 2020 83,511 2021 78,778 2022 34,517 2023 22,599 Thereafter 38,703 Total $ 281,157 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and equipment, net | Property and equipment consisted of the following at December 31, 2018 and September 30, 2019 (in thousands): December 31, 2018 September 30, 2019 Useful lives (years) Buildings and leasehold improvements $ 54,348 $ 71,698 1-15 Furniture and equipment 81,705 85,322 3-10 Computer systems and equipment 148,255 168,241 3-10 Construction equipment 12,074 11,753 5-7 Accumulated depreciation (204,533 ) (227,776 ) Property and equipment, net $ 91,849 $ 109,238 |
Debt and Credit Facilities (Tab
Debt and Credit Facilities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | Debt consisted of the following (in thousands): Long-Term: December 31, 2018 September 30, 2019 Revolving credit facility $ 180,000 $ - Senior notes 250,000 250,000 Debt issuance costs (836 ) (694 ) Total long-term $ 429,164 $ 249,306 |
Schedule of Aggregate Amount Debt Repayable | On July 1, 2014, the Company finalized a private placement whereby the Company raised an aggregate amount of $250.0 million in debt repayable as follows (in thousands): Tranche Debt Amount Maturity Date Interest Rates Senior Note, Series A $ 50,000 July 15, 2021 4.44 % Senior Note, Series B 100,000 July 15, 2024 4.98 % Senior Note, Series C 60,000 July 15, 2026 5.13 % Senior Note, Series D $ 40,000 July 15, 2029 5.38 % |
Investments in and Advances t_2
Investments in and Advances to Joint Ventures (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Summary of Financial Information for Consolidated Joint Ventures | The following represents financial information for consolidated joint ventures included in the consolidated financial statements (in thousands): December 31, 2018 September 30, 2019 Current assets $ 287,227 $ 254,204 Noncurrent assets 2,689 2,836 Total assets 289,916 257,040 Current liabilities 199,833 198,079 Total liabilities 199,833 198,079 Total joint venture equity $ 90,083 $ 58,961 Three Months Ended Nine Months Ended September 28, 2018 September 30, 2019 September 28, 2018 September 30, 2019 Revenue $ 126,480 $ 117,611 $ 413,548 $ 341,719 Costs 116,468 108,839 262,146 322,826 Net income $ 10,012 $ 8,772 $ 151,402 $ 18,893 Net income attributable to noncontrolling interests $ 4,844 $ 4,481 $ 10,316 $ 8,012 |
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): December 31, 2018 September 30, 2019 Current assets $ 707,457 $ 778,876 Noncurrent assets 876,385 956,367 Total assets 1,583,842 1,735,243 Current liabilities 560,306 625,949 Noncurrent liabilities 813,269 895,514 Total liabilities 1,373,575 1,521,463 Total joint venture equity 210,267 213,780 Investments in and advances to unconsolidated joint ventures $ 63,560 $ 66,584 Three Months Ended Nine Months Ended September 28, 2018 September 30, 2019 September 28, 2018 September 30, 2019 Revenue $ 482,634 $ 474,600 $ 1,234,946 $ 1,225,284 Costs 462,042 452,001 1,186,184 1,166,008 Net income $ 20,592 $ 22,599 $ 48,762 $ 59,276 Equity in earnings of unconsolidated joint ventures $ 12,707 $ 7,274 $ 25,577 $ 29,305 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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 is as follows (in thousands): December 31, 2018 September 30, 2019 Accounts receivable $ 38,742 $ 44,637 Contract assets 2,648 2,734 Contract liabilities $ 10,861 $ 5,517 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Assets Associated with Pension Plan | The following table sets forth assets associated with the pension plan in “Note 14 – Retirement and Other Benefit Plans” that are accounted for at fair value by Level within the fair value hierarchy. Fair value as of December 31, 2018 (in thousands): Level 1 Level 2 Level 3 Total Mutual funds $ 2,539 $ - $ - $ 2,539 Fixed income - 10,168 - 10,168 Cash and cash equivalents 361 - - 361 $ 2,900 $ 10,168 $ - $ 13,068 Fair value as of September 30, 2019 (in thousands): Level 1 Level 2 Level 3 Total Mutual funds $ 2,888 $ - $ - $ 2,888 Fixed income - 10,579 - 10,579 Cash and cash equivalents 294 - - 294 $ 3,182 $ 10,579 $ - $ 13,761 |
Schedule of Fair Value of Redeemable Common Stock Associated Employee Stock Ownership Plan | The following table sets forth redeemable common stock associated with the ESOP in as described in “Note 14 – Retirement and Other Benefit Plans” that is accounted for at fair value by Level within the fair value hierarchy. Fair value as of December 31, 2018 (in thousands): Level 1 Level 2 Level 3 Total Redeemable common stock $ - $ - $ 1,876,309 $ 1,876,309 Fair value as of September 30, 2019 (in thousands): Level 1 Level 2 Level 3 Total Redeemable common stock $ 2,577,011 $ - $ - $ 2,577,011 |
Schedule of Reconciliation Fair Value Measurements Using Significant Unobservable Inputs | The following tables present a reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3) (in thousands): Balance at December 31, 2018 $ 1,876,309 Transfer to Level 1 (1,876,309 ) Balance at September 30, 2019 $ - |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares Used To Compute Basic and Diluted EPS | The weighted average number of shares used to compute basic and diluted EPS were: Three Months Ended Nine Months Ended September 28, 2018 September 30, 2019 September 28, 2018 September 30, 2019 Basic weighted average number of shares outstanding 79,185,527 99,434,877 80,702,032 89,977,493 Dilutive common share equivalents - - - - Diluted weighted average number of shares outstanding 79,185,527 99,434,877 80,702,032 89,977,493 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Summary of Business Segment Information | The following table summarizes business segment revenue for the periods presented (in thousands): Three Months Ended Nine Months Ended September 28, 2018 September 30, 2019 September 28, 2018 September 30, 2019 Federal Solutions revenue $ 443,725 $ 486,175 $ 1,076,125 $ 1,387,484 Critical Infrastructure revenue 532,432 537,102 1,555,443 1,529,940 Total revenue $ 976,157 $ 1,023,277 $ 2,631,568 $ 2,917,424 |
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 Nine Months Ended Adjusted EBITDA attributable to Parsons Corporation September 28, 2018 September 30, 2019 September 28, 2018 September 30, 2019 Federal Solutions $ 45,556 $ 50,359 $ 101,052 $ 126,658 Critical Infrastructure 38,006 33,976 80,296 102,177 Adjusted EBITDA attributable to Parsons Corporation 83,562 84,335 181,348 228,835 Adjusted EBITDA attributable to noncontrolling interests 5,002 4,655 10,681 8,384 Depreciation and amortization (23,599 ) (31,027 ) (46,656 ) (92,692 ) Interest expense, net (5,589 ) (4,482 ) (12,117 ) (18,448 ) Income tax (expense) benefit (4,154 ) 15,453 (18,526 ) 67,063 Litigation-related gains(a) - - 129,674 - Amortization of deferred gain resulting from sale-leaseback transactions(b) 1,798 - 5,440 - Equity-based compensation (5,049 ) 1,657 (13,198 ) (45,504 ) Transaction-related costs(c) (2,456 ) (9,891 ) (7,511 ) (26,961 ) Restructuring(d) - (309 ) - (2,880 ) Other(e) (3,449 ) 902 (3,929 ) (2,973 ) Net income including noncontrolling interests 46,066 61,293 225,206 114,824 Net income attributable to noncontrolling interests 4,844 4,481 10,316 8,012 Net income attributable to Parsons Corporation $ 41,222 $ 56,812 $ 214,890 $ 106,812 (a) Reversal of an accrued liability, with $55.1 million recorded to revenue and $74.6 million recorded to other income (“gain associated with claim on long-term contract”) in results of operations, associated with a lawsuit against a joint venture in which the Company is the managing partner. Please see “Note 14 – Commitments and Contingencies” in the Company’s Form S-1/A filed on April 29, 2019, for a description of this matter, which was resolved in favor of the Company on June 13, 2018 (b) Reflects recognized deferred gains related to sales-leaseback transactions described in “Note 10 – Sale-Leasebacks.” ( c ) Reflects costs incurred in connection with acquisitions, the IPO, and other non-recurring transaction costs, primarily fees paid for professional services and employee retention. ( d ) Reflects costs associated with corporate restructuring initiatives. ( e ) 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 presents revenues and property and equipment, net by geographic area (in thousands): Three Months Ended Nine Months Ended September 28, 2018 September 30, 2019 September 28, 2018 September 30, 2019 Revenue North America $ 805,320 $ 849,839 $ 2,131,562 $ 2,400,124 Middle East 164,677 169,028 485,377 504,604 Rest of World 6,160 4,410 14,629 12,696 Total Revenue $ 976,157 $ 1,023,277 $ 2,631,568 $ 2,917,424 The geographic location of revenue is determined by the location of the customer. The prior reporting of revenue by geographic location has been conformed to the current presentation. December 31, 2018 September 30, 2019 Property and Equipment, Net North America $ 86,847 $ 103,690 Middle East 5,002 5,548 Total Property and Equipment, Net $ 91,849 $ 109,238 |
Summary of Revenues by Business Lines | The following table presents revenues by business lines (in thousands): Three Months Ended Nine Months Ended September 28, 2018 September 30, 2019 September 28, 2018 September 30, 2019 Revenue Cyber & Intelligence $ 68,895 $ 90,429 $ 177,838 $ 247,710 Defense 133,259 144,160 297,318 425,603 Mission Solutions 122,780 87,936 280,902 237,914 Engineered Systems 118,791 129,989 320,067 367,542 Geospatial - 33,661 - 108,715 Federal Solutions revenues 443,725 486,175 1,076,125 1,387,484 Connected Communities 165,529 151,779 491,444 459,277 Mobility Solutions 300,523 286,199 894,796 836,779 Industrial 66,380 99,124 169,203 233,884 Critical Infrastructure revenues 532,432 537,102 1,555,443 1,529,940 Total Revenue $ 976,157 $ 1,023,277 $ 2,631,568 $ 2,917,424 |
Description of Operations - Add
Description of Operations - Additional Information (Details) - USD ($) | May 31, 2019 | May 14, 2019 | May 08, 2019 | Apr. 15, 2019 | Sep. 30, 2019 | Sep. 28, 2018 |
Description Of Operations Disclosure [Line Items] | ||||||
Proceeds from IPO | $ 536,879,000 | $ 0 | ||||
Funds to dividend through public offering | $ 52,100,000 | |||||
Repayment on term loan through public offering | $ 150,000 | |||||
Common stock dividend ratio | 200.00% | |||||
Dividends payment, date | May 8, 2019 | |||||
IPO | Common Stock | ||||||
Description Of Operations Disclosure [Line Items] | ||||||
Common stock shares sold | 18,518,500 | |||||
Common stock sold per share | $ 27 | |||||
Share price | $ 25.515 | |||||
Proceeds from IPO | $ 536,900,000 | |||||
Underwriters | Common Stock | ||||||
Description Of Operations Disclosure [Line Items] | ||||||
Purchase of additional shares upon exercise of options | 2,777,775 | |||||
Underwriting discount per share | $ 1.485 | |||||
Proceeds from IPO | $ 536,900,000 |
Recently Adopted Accounting P_2
Recently Adopted Accounting Pronouncements - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 30, 2017 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Retained earnings | $ (64,896) | $ 12,445 | |
Difference between Revenue Guidance in Effect before and after Topic 606 | ASC 606 | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Retained earnings | $ 4,700 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | Jul. 31, 2019 | Jan. 07, 2019 | May 31, 2018 | Sep. 30, 2019 | Sep. 28, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 28, 2018 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||||||
Amortization of intangible assets | $ 22,100 | $ 14,800 | $ 64,500 | $ 22,700 | |||||
Goodwill | 1,050,077 | 1,050,077 | $ 736,938 | ||||||
Revenues | 1,023,277 | 976,157 | 2,917,424 | $ 2,631,568 | |||||
Polaris Alpha | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of ownership interest acquired | 100.00% | ||||||||
Cash paid to acquire | $ 489,100 | ||||||||
Borrowed under credit agreement to partially fund the acquisition | 260,000 | ||||||||
Amortization of intangible assets | 13,200 | 13,000 | 41,200 | 17,300 | |||||
Goodwill | $ 243,471 | 243,500 | 243,500 | ||||||
Goodwill deductible for tax purposes | 50,100 | 50,100 | |||||||
Revenues | 96,900 | $ 94,800 | 293,000 | $ 124,700 | |||||
Polaris Alpha | Indirect, General and Administrative Expense | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition related expenses | $ 6,200 | ||||||||
OGSystems | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of ownership interest acquired | 100.00% | ||||||||
Cash paid to acquire | $ 292,400 | ||||||||
Borrowed under credit agreement to partially fund the acquisition | 110,000 | ||||||||
Amortization of intangible assets | 0 | 5,900 | 17,800 | ||||||
Goodwill | 183,540 | ||||||||
Goodwill deductible for tax purposes | 16,000 | ||||||||
Revenues | 33,700 | 108,700 | |||||||
OGSystems | Term Loan | |||||||||
Business Acquisition [Line Items] | |||||||||
Borrowed under credit agreement to partially fund the acquisition | $ 150,000 | ||||||||
OGSystems | Indirect, General and Administrative Expense | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition related expenses | 600 | 5,500 | |||||||
QRC Technologies | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of ownership interest acquired | 100.00% | ||||||||
Cash paid to acquire | $ 214,100 | ||||||||
Amortization of intangible assets | 1,900 | 1,900 | |||||||
Goodwill | 128,387 | ||||||||
Revenues | 5,600 | 5,600 | |||||||
QRC Technologies | Revolving Credit Facility | |||||||||
Business Acquisition [Line Items] | |||||||||
Borrowed under credit agreement to partially fund the acquisition | $ 140,000 | ||||||||
QRC Technologies | Indirect, General and Administrative Expense | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition related expenses | $ 4,700 | $ 4,700 |
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 | Sep. 30, 2019 | Jul. 31, 2019 | Jan. 07, 2019 | Dec. 31, 2018 | May 31, 2018 |
Business Acquisition [Line Items] | |||||
Contract assets | $ 583,670 | $ 515,319 | |||
Goodwill | 1,050,077 | 736,938 | |||
Contract liabilities | (231,032) | $ (208,576) | |||
Polaris Alpha | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 7,914 | ||||
Accounts receivable | 29,688 | ||||
Contract assets | 35,229 | ||||
Prepaid expenses and other current assets | 9,295 | ||||
Property and equipment | 9,024 | ||||
Goodwill | $ 243,500 | 243,471 | |||
Intangible assets | 199,520 | ||||
Other noncurrent assets | 2,203 | ||||
Accounts payable | (13,942) | ||||
Accrued expenses and other current liabilities | (26,419) | ||||
Contract liabilities | (3,529) | ||||
Deferred tax liabilities | (2,231) | ||||
Other long-term liabilities | (1,146) | ||||
Net assets acquired | $ 489,077 | ||||
OGSystems | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 5,772 | ||||
Accounts receivable | 9,904 | ||||
Contract assets | 9,747 | ||||
Prepaid expenses and other current assets | 4,307 | ||||
Property and equipment | 4,085 | ||||
Right of use assets, operating leases | 8,826 | ||||
Goodwill | 183,540 | ||||
Intangible assets | 92,300 | ||||
Other noncurrent assets | 10 | ||||
Accounts payable | (5,450) | ||||
Accrued expenses and other current liabilities | (7,147) | ||||
Contract liabilities | (1,300) | ||||
Short-term lease liabilities, operating leases | (805) | ||||
Income tax payable | (1,469) | ||||
Deferred tax liabilities | (904) | ||||
Long-term lease liabilities, operating leases | (8,021) | ||||
Other long-term liabilities | (1,015) | ||||
Net assets acquired | $ 292,380 | ||||
QRC Technologies | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 5,925 | ||||
Accounts receivable | 5,587 | ||||
Prepaid expenses and other current assets | 5,467 | ||||
Property and equipment | 1,205 | ||||
Right of use assets, operating leases | 5,228 | ||||
Goodwill | 128,387 | ||||
Intangible assets | 72,900 | ||||
Accounts payable | (1,567) | ||||
Accrued expenses and other current liabilities | (3,771) | ||||
Short-term lease liabilities, operating leases | (545) | ||||
Long-term lease liabilities, operating leases | (4,683) | ||||
Net assets acquired | $ 214,133 |
Acquisitions - Schedule of Inta
Acquisitions - Schedule of Intangible Assets Value on Purchase Price (Details) - USD ($) $ in Thousands | Jul. 31, 2019 | Jan. 07, 2019 | May 31, 2018 | Sep. 30, 2019 |
Developed Technology | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Amortization Period (in years) | 4 years | |||
Developed Technology | Polaris Alpha | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 84,900 | |||
Amortization Period (in years) | 4 years | |||
Developed Technology | OGSystems | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 1,300 | |||
Amortization Period (in years) | 3 years | |||
Developed Technology | QRC Technologies | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 22,600 | |||
Developed Technology | QRC Technologies | Minimum | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Amortization Period (in years) | 3 years | |||
Developed Technology | QRC Technologies | Maximum | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Amortization Period (in years) | 5 years | |||
Customer Relationships | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Amortization Period (in years) | 7 years | |||
Customer Relationships | Polaris Alpha | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 76,000 | |||
Amortization Period (in years) | 8 years | |||
Customer Relationships | OGSystems | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 57,100 | |||
Amortization Period (in years) | 5 years | |||
Customer Relationships | QRC Technologies | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 47,600 | |||
Amortization Period (in years) | 12 years | |||
Backlog | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Amortization Period (in years) | 3 years | |||
Backlog | Polaris Alpha | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 34,900 | |||
Amortization Period (in years) | 2 years | |||
Backlog | OGSystems | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 27,700 | |||
Amortization Period (in years) | 3 years | |||
Backlog | QRC Technologies | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 700 | |||
Amortization Period (in years) | 1 year | |||
Trade Name | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Amortization Period (in years) | 1 year | |||
Trade Name | Polaris Alpha | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 3,600 | |||
Amortization Period (in years) | 1 year | |||
Trade Name | OGSystems | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 3,800 | |||
Amortization Period (in years) | 2 years | |||
Trade Name | QRC Technologies | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 800 | |||
Amortization Period (in years) | 2 years | |||
Leases | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Amortization Period (in years) | 5 years | |||
Leases | Polaris Alpha | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 120 | |||
Amortization Period (in years) | 6 years | |||
Non compete Agreements | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Amortization Period (in years) | 3 years | |||
Non compete Agreements | OGSystems | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 2,400 | |||
Amortization Period (in years) | 3 years | |||
Non compete Agreements | QRC Technologies | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 1,200 | |||
Amortization Period (in years) | 4 years |
Acquisitions - Schedule of Supp
Acquisitions - Schedule of Supplemental Pro Forma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 28, 2018 | Sep. 30, 2019 | Sep. 28, 2018 | |
Polaris Alpha | ||||
Business Acquisition [Line Items] | ||||
Pro forma revenue | $ 976,157 | $ 2,784,864 | ||
Pro forma net income including noncontrolling interests | 46,848 | 179,071 | ||
OGSystems | ||||
Business Acquisition [Line Items] | ||||
Pro forma revenue | $ 1,023,277 | 1,007,793 | $ 2,919,379 | 2,715,572 |
Pro forma net income including noncontrolling interests | 61,293 | 39,224 | 118,896 | 196,905 |
QRC Technologies | ||||
Business Acquisition [Line Items] | ||||
Pro forma revenue | 1,026,831 | 987,343 | 2,938,973 | 2,657,105 |
Pro forma net income including noncontrolling interests | $ 65,782 | $ 44,944 | $ 117,399 | $ 212,728 |
Contracts with Customers - Summ
Contracts with Customers - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 28, 2018 | Sep. 30, 2019 | Sep. 28, 2018 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 1,023,277 | $ 976,157 | $ 2,917,424 | $ 2,631,568 |
Fixed-Price | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 288,316 | 300,225 | 850,658 | 833,224 |
Time-and-Materials | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 285,586 | 254,435 | 810,656 | 732,555 |
Cost-Plus | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 449,375 | $ 421,497 | $ 1,256,110 | $ 1,065,789 |
Contracts with Customers - Su_2
Contracts with Customers - Summary of Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | ||
Contract assets | $ 583,670 | $ 515,319 |
Contract liabilities | 231,032 | 208,576 |
Net contract assets (liabilities) | 352,638 | $ 306,743 |
Change in contract assets | 68,351 | |
Change in contract liabilities | 22,456 | |
Change in contract assets and liabilities | $ 45,895 | |
Percentage change in contract assets | 13.30% | |
Percentage change in contract liabilities | 10.80% | |
Percentage change in contract assets and liabilities | 15.00% |
Contracts with Customers - Su_3
Contracts with Customers - Summary of Contract Assets and Contract Liabilities (Parenthetical) (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Revenue From Contract With Customer [Abstract] | ||
Contract retentions | $ 87.1 | $ 89.6 |
Contract retentions, not expected to be paid in next 12 months | 39.7 | |
Contract assets, unapproved change orders, claims, and requests | $ 58.9 | $ 47.1 |
Contracts with Customers - Addi
Contracts with Customers - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 28, 2018 | Sep. 30, 2019 | Sep. 28, 2018 | |
Revenue From Contract With Customer [Abstract] | ||||
Revenue recognized included contract liability | $ 2,100,000 | $ 800,000 | $ 115,100,000 | $ 100,400,000 |
Impairment of contract assets | 0 | 0 | 0 | 0 |
Impact of changes in estimated claims or incentives on revenue | 5,000,000 | 0 | 5,000,000 | 0 |
Increase in revenue due to Impact of changes in estimated claims or incentives | 9,100,000 | $ 0 | 9,100,000 | $ 0 |
Remaining unsatisfied performance obligations | $ 5,100,000,000 | $ 5,100,000,000 |
Contracts with Customers - Su_4
Contracts with Customers - Summary of Changes in Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | ||
Acquired contract assets | $ 9,747 | $ 35,229 |
Acquired contract liabilities | 1,300 | 3,529 |
Change in the estimate of variable consideration | 14,506 | 0 |
Reversal of provision for contract losses | $ 0 | $ 133,180 |
Contracts with Customers - Su_5
Contracts with Customers - Summary of Changes in Contract Assets and Contract Liabilities (Parenthetical) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | ||
Reversal for provision for contract losses | $ 0 | $ 133,180 |
Increase in revenue recorded in other income | $ 55,100 |
Contracts with Customers - Su_6
Contracts with Customers - Summary of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Revenue From Contract With Customer [Abstract] | ||
Billed | $ 516,099 | $ 538,808 |
Unbilled | 200,477 | 135,180 |
Total accounts receivable, gross | 716,576 | 673,988 |
Allowance for doubtful accounts | (42,902) | (50,702) |
Total accounts receivable, net | $ 673,674 | $ 623,286 |
Contracts with Customers - Su_7
Contracts with Customers - Summary of Remaining Unsatisfied Performance Obligations Expect to Satisfy (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining unsatisfied performance obligations | $ 5,100,000 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-10-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining unsatisfied performance obligations | $ 2,835,159 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining unsatisfied performance obligations | $ 1,397,089 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining unsatisfied performance obligations | $ 851,904 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | |
Federal Solution Segment | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-10-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining unsatisfied performance obligations | $ 1,198,634 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 3 months |
Federal Solution Segment | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining unsatisfied performance obligations | $ 436,620 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Federal Solution Segment | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining unsatisfied performance obligations | $ 208,734 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | |
Critical Infrastructure | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-10-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining unsatisfied performance obligations | $ 1,636,525 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 3 months |
Critical Infrastructure | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining unsatisfied performance obligations | $ 960,469 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Critical Infrastructure | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Remaining unsatisfied performance obligations | $ 643,170 |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2019 | Sep. 28, 2018 | Sep. 30, 2019 | Sep. 28, 2018 | Dec. 31, 2018 | |
Lessee Lease Description [Line Items] | |||||
Lease option to extend | five years | ||||
Lease existence of option to extend | true | ||||
Lease option to terminate | seventh year | ||||
Lease existence of option to terminate | true | ||||
Finance lease right-of-use asset | $ 1,800 | ||||
Finance lease right of use assets accumulated depreciation | 500 | ||||
Operating lease not yet commenced expense | $ 37,000 | ||||
Minimum rental commitments on operating leases, current | $ 276,700 | ||||
Minimum rental commitments on operating leases, 2019 | 67,900 | ||||
Minimum rental commitments on operating leases, 2020 | 51,000 | ||||
Minimum rental commitments on operating leases, 2021 | 42,500 | ||||
Minimum rental commitments on operating leases, 2022 | 35,900 | ||||
Minimum rental commitments on operating leases, 2023 | 29,400 | ||||
Minimum rental commitments on operating leases, thereafter | $ 50,000 | ||||
Rent expense | $ 21,700 | $ 59,700 | |||
Minimum [Member] | |||||
Lessee Lease Description [Line Items] | |||||
Lease term of contract | 1 year | ||||
Operating lease not yet commenced term of contract | 2 years | ||||
Maximum [Member] | |||||
Lessee Lease Description [Line Items] | |||||
Lease term of contract | 10 years | ||||
Operating lease not yet commenced term of contract | 11 years | ||||
Accounting Standards Update 2016-02 | |||||
Lessee Lease Description [Line Items] | |||||
Cumulative effect adjustment to retained earnings | $ 52,608 | ||||
Accounting Standards Update 2016-02 | Net Deferred Tax Asset | |||||
Lessee Lease Description [Line Items] | |||||
Cumulative effect adjustment to retained earnings | 52,600 | ||||
Accounting Standards Update 2016-02 | Deferred Tax Asset | |||||
Lessee Lease Description [Line Items] | |||||
Cumulative effect adjustment to retained earnings | $ 700 | $ 700 |
Leases - Summary of Lease Costs
Leases - Summary of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 17,969 | $ 53,835 |
Short-term lease cost | 5,429 | 10,925 |
Amortization of right-of-use assets | 120 | 455 |
Interest on lease liabilities | 15 | 46 |
Sublease income | (712) | (2,727) |
Total lease cost | $ 22,821 | $ 62,534 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Leases [Abstract] | |
Operating cash flows for operating leases | $ 52,056 |
Operating cash flows for financing activities | 570 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 274,212 |
Right-of-use assets obtained in exchange for new finance lease liabilities | $ 1,818 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Balance Sheet and Other Information Related to Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Operating Leases: | ||
Right of use assets, operating leases | $ 219,207 | $ 0 |
Lease liabilities: | ||
Short-term lease liabilities, operating leases | 49,074 | 0 |
Long-term lease liabilities, operating leases | 188,571 | $ 0 |
Total operating lease liabilities | 237,645 | |
Finance Leases: | ||
Other noncurrent assets | 1,362 | |
Lease liabilities: | ||
Accrued expenses and other current liabilities | $ 558 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | psn:AccruedExpensesAndOtherCurrentLiabilities | |
Other long-term liabilities | $ 736 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent | |
Total finance lease liabilities | $ 1,294 | |
Weighted Average Remaining Lease Term: | ||
Operating leases | 6 years | |
Finance leases | 3 years | |
Weighted Average Discount Rate: | ||
Operating leases | 4.30% | |
Finance leases | 4.40% |
Leases - Schedule of Maturity A
Leases - Schedule of Maturity Analysis of Future Undiscounted Cash Flows (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Operating Leases | |
2019 | $ 15,409 |
2020 | 54,561 |
2021 | 50,333 |
2022 | 44,160 |
2023 | 36,996 |
Thereafter | 64,423 |
Total lease payments | 265,882 |
Less: imputed interest | (28,237) |
Total present value of lease liabilities | 237,645 |
Finance Leases | |
2019 | 160 |
2020 | 574 |
2021 | 421 |
2022 | 187 |
2023 | 25 |
Thereafter | 0 |
Total lease payments | 1,367 |
Less: imputed interest | (73) |
Total present value of lease liabilities | $ 1,294 |
Goodwill - Summary of Changes i
Goodwill - Summary of Changes in Carrying Value of Goodwill by Reporting Segment (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Goodwill [Line Items] | |
Beginning Balance | $ 736,938 |
Acquisitions | 311,860 |
Foreign Exchange | 1,279 |
Ending Balance | 1,050,077 |
Federal Solutions | |
Goodwill [Line Items] | |
Beginning Balance | 666,841 |
Acquisitions | 311,860 |
Foreign Exchange | 0 |
Ending Balance | 978,701 |
Critical Infrastructure | |
Goodwill [Line Items] | |
Beginning Balance | 70,097 |
Acquisitions | 0 |
Foreign Exchange | 1,279 |
Ending Balance | $ 71,376 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Gross Amount and Accumulated Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 460,769 | $ 294,767 |
Accumulated Amortization | (179,612) | (115,249) |
Net Carrying Amount | 281,157 | 179,518 |
Backlog | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 109,155 | 80,754 |
Accumulated Amortization | (80,321) | (58,295) |
Net Carrying Amount | $ 28,834 | 22,459 |
Amortization Period (in years) | 3 years | |
Customer Relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 226,329 | 121,629 |
Accumulated Amortization | (60,266) | (38,974) |
Net Carrying Amount | $ 166,063 | 82,655 |
Amortization Period (in years) | 7 years | |
Leases | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 670 | 670 |
Accumulated Amortization | (576) | (561) |
Net Carrying Amount | $ 94 | 109 |
Amortization Period (in years) | 5 years | |
Developed Technology | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 111,739 | 87,839 |
Accumulated Amortization | (32,545) | (15,174) |
Net Carrying Amount | $ 79,194 | 72,665 |
Amortization Period (in years) | 4 years | |
Trade Name | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 8,200 | 3,600 |
Accumulated Amortization | (5,092) | (2,100) |
Net Carrying Amount | $ 3,108 | 1,500 |
Amortization Period (in years) | 1 year | |
Non compete Agreements | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 3,600 | 0 |
Accumulated Amortization | (650) | 0 |
Net Carrying Amount | $ 2,950 | 0 |
Amortization Period (in years) | 3 years | |
Other Intangibles | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,076 | 275 |
Accumulated Amortization | (162) | (145) |
Net Carrying Amount | $ 914 | $ 130 |
Amortization Period (in years) | 10 years |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 28, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Amortization expense of intangible assets | $ 22.1 | $ 14.8 | $ 64.5 | $ 22.7 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2019 (remaining) | $ 23,049 | |
2020 | 83,511 | |
2021 | 78,778 | |
2022 | 34,517 | |
2023 | 22,599 | |
Thereafter | 38,703 | |
Net Carrying Amount | $ 281,157 | $ 179,518 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Line Items] | ||
Accumulated depreciation | $ (227,776) | $ (204,533) |
Property and equipment, net | 109,238 | 91,849 |
Buildings and Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 71,698 | 54,348 |
Buildings and Leasehold Improvements | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Useful lives (years) | 1 year | |
Buildings and Leasehold Improvements | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Useful lives (years) | 15 years | |
Furniture and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 85,322 | 81,705 |
Furniture and Equipment | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Useful lives (years) | 3 years | |
Furniture and Equipment | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Useful lives (years) | 10 years | |
Computer Systems and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 168,241 | 148,255 |
Computer Systems and Equipment | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Useful lives (years) | 3 years | |
Computer Systems and Equipment | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Useful lives (years) | 10 years | |
Construction Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 11,753 | $ 12,074 |
Construction Equipment | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Useful lives (years) | 5 years | |
Construction Equipment | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Useful lives (years) | 7 years |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 28, 2018 | Sep. 30, 2019 | Sep. 28, 2018 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 8.9 | $ 8.8 | $ 28.2 | $ 24 |
Sale-Leasebacks - Additional In
Sale-Leasebacks - Additional Information (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jan. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 28, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 28, 2018USD ($) | Dec. 31, 2011USD ($)building | Dec. 31, 2018USD ($) | |
Sale Leaseback Transaction [Line Items] | |||||||
Sale leaseback transaction, description | During fiscal 2011, the Company consummated two sale-leaseback transactions associated with the sale of two office buildings | ||||||
Number of sale leaseback transaction associated with sale | building | 2 | ||||||
Gain recognized to the sale leaseback transaction | $ 106,700 | ||||||
Deferred gain resulting from sale-leaseback transactions | $ 0 | $ 0 | $ 107,800 | $ 46,004 | |||
Amortization of deferred gain | $ 0 | $ 1,798 | 0 | $ 5,440 | |||
Accounting Standards Update 2016-02 | |||||||
Sale Leaseback Transaction [Line Items] | |||||||
Deferred gain balance recognized | $ 53,300 | ||||||
Cumulative effect adjustment to retained earnings | 52,608 | ||||||
Accounting Standards Update 2016-02 | Deferred Tax Asset | |||||||
Sale Leaseback Transaction [Line Items] | |||||||
Cumulative effect adjustment to retained earnings | $ 700 | $ 700 |
Debt and Credit Facilities - Sc
Debt and Credit Facilities - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Long-Term Debt issuance costs | $ (694) | $ (836) |
Total long-term | 249,306 | 429,164 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 180,000 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 250,000 | $ 250,000 |
Debt and Credit Facilities - Ad
Debt and Credit Facilities - Additional Information (Details) - USD ($) | May 10, 2019 | Jul. 01, 2014 | Sep. 30, 2019 | Sep. 28, 2018 | Sep. 30, 2019 | Sep. 28, 2018 | Jan. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||||||
Debt issuance costs incurred | $ 500,000 | $ 500,000 | ||||||
Letters of credit outstanding amount | 220,600,000 | 220,600,000 | $ 223,000,000 | |||||
Amortization of debt issue costs | 200,000 | $ 200,000 | 802,000 | $ 548,000 | ||||
Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest expense | 0 | 2,300,000 | ||||||
Repayment of outstanding balance | $ 150,000,000 | |||||||
Debt Amount | $ 150,000,000 | |||||||
Accrued Expenses and Other Current Liabilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest payable | 2,600,000 | 2,600,000 | 5,700,000 | |||||
Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest expense | 9,300,000 | 3,100,000 | 9,300,000 | 3,100,000 | ||||
Interest payments | 12,400,000 | 6,200,000 | 12,400,000 | 6,200,000 | ||||
Senior Notes | Level 2 | ||||||||
Debt Instrument [Line Items] | ||||||||
Estimated fair value | 269,300,000 | 269,300,000 | ||||||
Private Placement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs incurred | 1,100,000 | $ 1,100,000 | ||||||
Repayment of outstanding balance | $ 250,000,000 | |||||||
Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Amended and restated credit agreement date | Nov. 30, 2017 | |||||||
Debt issuance costs incurred | 2,000,000 | $ 2,000,000 | ||||||
Revolving credit facility | 500,000,000 | 500,000,000 | ||||||
Increase in revolving credit facility | 550,000,000 | $ 550,000,000 | ||||||
Credit agreement extended date | Nov. 30, 2022 | |||||||
Letters of credit outstanding amount | 45,200,000 | $ 45,200,000 | $ 49,800,000 | |||||
Interest expense | $ 1,100,000 | $ 2,500,000 | $ 6,400,000 | $ 3,500,000 | ||||
Credit Agreement | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 4.253% | |||||||
Credit Agreement | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 3.35% | 3.35% | ||||||
Credit Agreement | Base Rate | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin interest rate | 0.125% | |||||||
Credit Agreement | Base Rate | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin interest rate | 1.00% | |||||||
Credit Agreement | LIBOR | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin interest rate | 1.125% | |||||||
Credit Agreement | LIBOR | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin interest rate | 2.00% |
Debt and Credit Facilities - _2
Debt and Credit Facilities - Schedule of Aggregate Amount Debt Repayable (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Senior Note, Series A | |
Debt Instrument [Line Items] | |
Debt Amount | $ 50,000 |
Maturity Date | Jul. 15, 2021 |
Interest Rates | 4.44% |
Senior Note, Series B | |
Debt Instrument [Line Items] | |
Debt Amount | $ 100,000 |
Maturity Date | Jul. 15, 2024 |
Interest Rates | 4.98% |
Senior Note, Series C | |
Debt Instrument [Line Items] | |
Debt Amount | $ 60,000 |
Maturity Date | Jul. 15, 2026 |
Interest Rates | 5.13% |
Senior Note, Series D | |
Debt Instrument [Line Items] | |
Debt Amount | $ 40,000 |
Maturity Date | Jul. 15, 2029 |
Interest Rates | 5.38% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | Sep. 28, 2018 | Dec. 29, 2017 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||||
Effective Corporation tax benefit rate percentage | 69.69% | |||||
U.S. corporate tax rate | 21.00% | 21.00% | 35.00% | |||
Deferred tax benefit | $ 56,000 | $ 105,161 | $ (1,281) | |||
Revised estimated effects of change in tax status based upon forecasted temporary differences | $ 85,000 | |||||
Expected Income tax benefit | 29,000 | |||||
Discrete tax benefit | 29,000 | |||||
Deferred tax assets valuation allowance | 18,100 | 18,100 | ||||
Liability for income taxes associated with uncertain tax positions | $ 14,600 | $ 14,600 | $ 9,900 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Mar. 01, 2017USD ($) | Sep. 30, 2019Claim |
Legal Proceedings [Line Items] | ||
Number of claims outstanding | Claim | 0 | |
Minimum | ||
Legal Proceedings [Line Items] | ||
Loss contingency damages value | $ | $ 100,000,000 |
Retirement and Other Benefit _2
Retirement and Other Benefit Plans - Additional Information (Details) - USD ($) | Apr. 15, 2019 | Apr. 03, 2019 | Sep. 30, 2019 | Sep. 28, 2018 | Sep. 30, 2019 | Sep. 28, 2018 | Dec. 31, 2018 |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||||||
Shares fully vested, Description | Shares allocated to a participant’s account are fully vested after six 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 | 6 years | ||||||
Company's stock held by ESOP | 78,138,602 | 78,138,602 | 78,172,809 | ||||
ESOP shares aggregate redemption, value | $ 2,600,000,000 | $ 2,600,000,000 | $ 1,900,000,000 | ||||
Dividends payment, date | May 8, 2019 | ||||||
Dividends declared amount | 0 | ||||||
Other Noncurrent Assets | |||||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||||||
Defined benefit pension plan, net assets position | 1,700,000 | 1,700,000 | $ 1,700,000 | ||||
Board of Directors | |||||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||||||
Common stock dividend ratio | 2 | ||||||
Common stock dividend date | May 7, 2019 | ||||||
Initial public offering date | May 8, 2019 | ||||||
Common stock dividend payment date | May 8, 2019 | ||||||
IPO | Board of Directors | |||||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||||||
Dividends payable, amount per share | $ 2 | ||||||
Dividends payable | $ 52,100,000 | ||||||
Dividends payment, date | May 10, 2019 | ||||||
Direct Costs of Contracts and Indirect, General and Administrative Expense | |||||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||||||
ESOP contribution expense | $ 12,300,000 | $ 11,400,000 | $ 36,800,000 | $ 34,100,000 |
Investments in and Advances t_3
Investments in and Advances to Joint Ventures - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 28, 2018 | Sep. 30, 2019 | Sep. 28, 2018 | Dec. 31, 2018 | |
Schedule Of Equity Method Investments [Line Items] | |||||
Letters of credit outstanding amount | $ 220.6 | $ 220.6 | $ 223 | ||
Unconsolidated Joint Ventures | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Net distributions from (contributions to) unconsolidated joint ventures | 13.7 | $ 20.1 | 28 | $ 28.6 | |
Consolidated Joint Ventures | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Letters of credit outstanding amount | $ 72.4 | $ 72.4 | $ 76.8 |
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 | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 28, 2018 | Sep. 30, 2019 | Sep. 28, 2018 | Dec. 31, 2018 | |
Schedule Of Equity Method Investments [Line Items] | |||||
Current assets | $ 1,474,261 | $ 1,474,261 | $ 1,488,807 | ||
Total assets | 3,362,644 | 3,362,644 | 2,612,578 | ||
Current liabilities | 1,156,259 | 1,156,259 | 1,006,161 | ||
Total liabilities | 1,768,193 | 1,768,193 | 1,657,345 | ||
Total joint venture equity | (1,010,654) | (1,010,654) | (967,537) | ||
Revenues | 1,023,277 | $ 976,157 | 2,917,424 | $ 2,631,568 | |
Costs | 798,552 | 783,018 | 2,297,512 | 2,054,201 | |
Net income attributable to Parsons Corporation | 56,812 | 41,222 | 106,812 | 214,890 | |
Net income attributable to noncontrolling interests | 4,481 | 4,844 | 8,012 | 10,316 | |
Consolidated Joint Ventures | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Current assets | 254,204 | 254,204 | 287,227 | ||
Noncurrent assets | 2,836 | 2,836 | 2,689 | ||
Total assets | 257,040 | 257,040 | 289,916 | ||
Current liabilities | 198,079 | 198,079 | 199,833 | ||
Total liabilities | 198,079 | 198,079 | 199,833 | ||
Total joint venture equity | 58,961 | 58,961 | $ 90,083 | ||
Revenues | 117,611 | 126,480 | 341,719 | 413,548 | |
Costs | 108,839 | 116,468 | 322,826 | 262,146 | |
Net income attributable to Parsons Corporation | 8,772 | 10,012 | 18,893 | 151,402 | |
Net income attributable to noncontrolling interests | $ 4,481 | $ 4,844 | $ 8,012 | $ 10,316 |
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 | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 28, 2018 | Sep. 30, 2019 | Sep. 28, 2018 | Dec. 31, 2018 | |
Schedule Of Equity Method Investments [Line Items] | |||||
Current assets | $ 1,474,261 | $ 1,474,261 | $ 1,488,807 | ||
Total assets | 3,362,644 | 3,362,644 | 2,612,578 | ||
Current liabilities | 1,156,259 | 1,156,259 | 1,006,161 | ||
Total liabilities | 1,768,193 | 1,768,193 | 1,657,345 | ||
Total joint venture equity | (1,010,654) | (1,010,654) | (967,537) | ||
Investments in and advances to unconsolidated joint ventures | 66,584 | 66,584 | 63,560 | ||
Revenues | 1,023,277 | $ 976,157 | 2,917,424 | $ 2,631,568 | |
Costs | 798,552 | 783,018 | 2,297,512 | 2,054,201 | |
Net income attributable to Parsons Corporation | 56,812 | 41,222 | 106,812 | 214,890 | |
Equity in earnings of unconsolidated joint ventures | 7,274 | 12,707 | 29,305 | 25,577 | |
Unconsolidated Joint Ventures | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Current assets | 778,876 | 778,876 | 707,457 | ||
Noncurrent assets | 956,367 | 956,367 | 876,385 | ||
Total assets | 1,735,243 | 1,735,243 | 1,583,842 | ||
Current liabilities | 625,949 | 625,949 | 560,306 | ||
Noncurrent liabilities | 895,514 | 895,514 | 813,269 | ||
Total liabilities | 1,521,463 | 1,521,463 | 1,373,575 | ||
Total joint venture equity | 213,780 | 213,780 | 210,267 | ||
Investments in and advances to unconsolidated joint ventures | 66,584 | 66,584 | $ 63,560 | ||
Revenues | 474,600 | 482,634 | 1,225,284 | 1,234,946 | |
Costs | 452,001 | 462,042 | 1,166,008 | 1,186,184 | |
Net income attributable to Parsons Corporation | 22,599 | 20,592 | 59,276 | 48,762 | |
Equity in earnings of unconsolidated joint ventures | $ 7,274 | $ 12,707 | $ 29,305 | $ 25,577 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - Unconsolidated joint ventures - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 28, 2018 | Sep. 30, 2019 | Sep. 28, 2018 | |
Related Party Transaction [Line Items] | ||||
Revenues | $ 28,800 | $ 36,600 | $ 113,100 | $ 112,200 |
Reimbursable cost incurred | $ 20,500 | $ 28,200 | $ 86,300 | $ 85,200 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Consolidated Balance Sheet Related to Services Provided to Unconsolidated Joint Ventures (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||
Contract assets | $ 583,670 | $ 515,319 |
Contract liabilities | 231,032 | 208,576 |
Unconsolidated Joint Ventures | ||
Related Party Transaction [Line Items] | ||
Accounts receivable | 44,637 | 38,742 |
Contract assets | 2,734 | 2,648 |
Contract liabilities | $ 5,517 | $ 10,861 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Assets Associated with Pension Plan (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Assets, fair value disclosure | $ 13,761 | $ 13,068 |
Level 1 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Assets, fair value disclosure | 3,182 | 2,900 |
Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Assets, fair value disclosure | 10,579 | 10,168 |
Level 3 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Assets, fair value disclosure | 0 | 0 |
Mutual Funds | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Assets, fair value disclosure | 2,888 | 2,539 |
Mutual Funds | Level 1 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Assets, fair value disclosure | 2,888 | 2,539 |
Mutual Funds | Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Assets, fair value disclosure | 0 | 0 |
Mutual Funds | Level 3 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Assets, fair value disclosure | 0 | 0 |
Fixed Income | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Assets, fair value disclosure | 10,579 | 10,168 |
Fixed Income | Level 1 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Assets, fair value disclosure | 0 | 0 |
Fixed Income | Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Assets, fair value disclosure | 10,579 | 10,168 |
Fixed Income | Level 3 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Assets, fair value disclosure | 0 | 0 |
Cash and Cash Equivalents | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Assets, fair value disclosure | 294 | 361 |
Cash and Cash Equivalents | Level 1 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Assets, fair value disclosure | 294 | 361 |
Cash and Cash Equivalents | Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Assets, fair value disclosure | 0 | 0 |
Cash and Cash Equivalents | Level 3 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Assets, fair value disclosure | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Redeemable Common Stock Associated with ESOP (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Redeemable common stock | $ 2,577,011 | $ 1,876,309 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Redeemable common stock | 2,577,011 | 0 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Redeemable common stock | 0 | 0 |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Redeemable common stock | $ 0 | $ 1,876,309 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Billions | Sep. 30, 2019 | Dec. 31, 2018 |
Fair Value Disclosures [Abstract] | ||
Shares held by ESOP | 78,138,602 | 78,172,809 |
Shares held by ESOP, redemption values | $ 2.6 | $ 1.9 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Schedule of Reconciliation Fair Value Measurements Using Significant Unobservable Inputs (Details) - Level 3 $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Balance at December 31, 2018 | $ 1,876,309 |
Transfer to Level 1 | (1,876,309) |
Balance at September 30, 2019 | $ 0 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 28, 2018 | Sep. 30, 2019 | Sep. 28, 2018 | |
Earnings Per Share [Abstract] | ||||
Dilutive securities outstanding | 0 | 0 | 0 | 0 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Weighted Average Number of Shares Used To Compute Basic and Diluted EPS (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 28, 2018 | Sep. 30, 2019 | Sep. 28, 2018 | |
Earnings Per Share [Abstract] | ||||
Basic weighted average number of shares outstanding | 99,434,877 | 79,185,527 | 89,977,493 | 80,702,032 |
Dilutive common share equivalents | 0 | 0 | 0 | 0 |
Diluted weighted average number of shares outstanding | 99,434,877 | 79,185,527 | 89,977,493 | 80,702,032 |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019USD ($) | Sep. 28, 2018USD ($) | Sep. 30, 2019USD ($)segment | Sep. 28, 2018USD ($) | Dec. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | segment | 2 | ||||
Revenues | $ 1,023,277 | $ 976,157 | $ 2,917,424 | $ 2,631,568 | |
Property and equipment, net | 109,238 | 109,238 | $ 91,849 | ||
Reversal of accrued liability | 0 | 0 | 129,674 | ||
Critical Infrastructure | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 537,102 | 532,432 | 1,529,940 | 1,555,443 | |
Revenue Excluding Claim Settlement | 1,500,000 | ||||
Critical Infrastructure | Mobility Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 286,199 | 300,523 | 836,779 | 894,796 | |
Revenue Excluding Claim Settlement | 839,700 | ||||
Revenue | |||||
Segment Reporting Information [Line Items] | |||||
Reversal of accrued liability | 55,100 | ||||
Revenue | Critical Infrastructure | Mobility Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Reversal of accrued liability | 55,100 | 55,100 | |||
United States | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 774,200 | $ 747,700 | 2,200 | $ 2,000 | |
Property and equipment, net | $ 97,300 | $ 97,300 | $ 79,900 |
Segment Information - Summary o
Segment Information - Summary of Business Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 28, 2018 | Sep. 30, 2019 | Sep. 28, 2018 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 1,023,277 | $ 976,157 | $ 2,917,424 | $ 2,631,568 |
Federal Solution Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 486,175 | 443,725 | 1,387,484 | 1,076,125 |
Critical Infrastructure | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 537,102 | $ 532,432 | $ 1,529,940 | $ 1,555,443 |
Segment Information - Summary_2
Segment Information - Summary of Adjusted EBITDA Business Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 28, 2018 | Sep. 30, 2019 | Sep. 28, 2018 | |
Adjusted EBITDA attributable to Parsons Corporation | ||||
Adjusted EBITDA attributable to Parsons Corporation | $ 84,335 | $ 83,562 | $ 228,835 | $ 181,348 |
Adjusted EBITDA attributable to noncontrolling interests | 4,655 | 5,002 | 8,384 | 10,681 |
Depreciation and amortization | (31,027) | (23,599) | (92,692) | (46,656) |
Interest expense, net | (4,482) | (5,589) | (18,448) | (12,117) |
Income tax (expense) benefit | 15,453 | (4,154) | 67,063 | (18,526) |
Litigation-related gains | 0 | 0 | 129,674 | |
Amortization of deferred gain resulting from sale-leaseback transactions | 0 | 1,798 | 0 | 5,440 |
Equity-based compensation | 1,657 | (5,049) | (45,504) | (13,198) |
Transaction-related costs | (9,891) | (2,456) | (26,961) | (7,511) |
Restructuring | (309) | (2,880) | 0 | |
Other | 902 | (3,449) | (2,973) | (3,929) |
Net income including noncontrolling interests | 61,293 | 46,066 | 114,824 | 225,206 |
Net income attributable to noncontrolling interests | 4,481 | 4,844 | 8,012 | 10,316 |
Net income attributable to Parsons Corporation | 56,812 | 41,222 | 106,812 | 214,890 |
Federal Solution Segment | ||||
Adjusted EBITDA attributable to Parsons Corporation | ||||
Adjusted EBITDA attributable to Parsons Corporation | 50,359 | 45,556 | 126,658 | 101,052 |
Critical Infrastructure | ||||
Adjusted EBITDA attributable to Parsons Corporation | ||||
Adjusted EBITDA attributable to Parsons Corporation | $ 33,976 | $ 38,006 | $ 102,177 | $ 80,296 |
Segment Information - Summary_3
Segment Information - Summary of Adjusted EBITDA Business Segment Information (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Sep. 28, 2018 | |
Segment Reporting Information [Line Items] | |||
Reversal of accrued liability | $ 0 | $ 0 | $ 129,674 |
Revenue | |||
Segment Reporting Information [Line Items] | |||
Reversal of accrued liability | 55,100 | ||
Other Income | |||
Segment Reporting Information [Line Items] | |||
Reversal of accrued liability | $ 74,600 |
Segment Information - Summary_4
Segment Information - Summary of Revenues and Property and Equipment, Net by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 28, 2018 | Sep. 30, 2019 | Sep. 28, 2018 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 1,023,277 | $ 976,157 | $ 2,917,424 | $ 2,631,568 | |
Property and Equipment, Net | 109,238 | 109,238 | $ 91,849 | ||
North America | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 849,839 | 805,320 | 2,400,124 | 2,131,562 | |
Property and Equipment, Net | 103,690 | 103,690 | 86,847 | ||
Middle East | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 169,028 | 164,677 | 504,604 | 485,377 | |
Property and Equipment, Net | 5,548 | 5,548 | $ 5,002 | ||
Rest of World | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | $ 4,410 | $ 6,160 | $ 12,696 | $ 14,629 |
Segment Information - Summary_5
Segment Information - Summary of Revenues by Business Lines (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 28, 2018 | Sep. 30, 2019 | Sep. 28, 2018 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 1,023,277 | $ 976,157 | $ 2,917,424 | $ 2,631,568 |
Federal Solution Segment | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 486,175 | 443,725 | 1,387,484 | 1,076,125 |
Federal Solution Segment | Cyber & Intelligence | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 90,429 | 68,895 | 247,710 | 177,838 |
Federal Solution Segment | Defense | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 144,160 | 133,259 | 425,603 | 297,318 |
Federal Solution Segment | Mission Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 87,936 | 122,780 | 237,914 | 280,902 |
Federal Solution Segment | Engineered Systems | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 129,989 | 118,791 | 367,542 | 320,067 |
Federal Solution Segment | Geospatial | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 33,661 | 0 | 108,715 | 0 |
Critical Infrastructure | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 537,102 | 532,432 | 1,529,940 | 1,555,443 |
Critical Infrastructure | Connected Communities | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 151,779 | 165,529 | 459,277 | 491,444 |
Critical Infrastructure | Mobility Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 286,199 | 300,523 | 836,779 | 894,796 |
Critical Infrastructure | Industrial | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 99,124 | $ 66,380 | $ 233,884 | $ 169,203 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Employee Stock Ownership Plan (“ESOP”) - Subsequent Event - Common Stock $ in Millions | Oct. 14, 2019USD ($)shares |
Subsequent Event [Line Items] | |
Repurchase of common stock, shares | shares | 157,100 |
Repurchase of common stock | $ | $ 5.4 |