PARSONS CORP
For the period ended Jun 30, 2024. Filed Jul 31, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Jul 31, 2024
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-05-01.
0000950170-24-050876
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-06-30; filed 2024-07-31.
0000950170-24-088219
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 134 previous paragraphs and 145 current paragraphs.
105 unchanged; 27 reworded; 10 added; 2 removed; 0 previous and 3 current paragraphs rearranged.
Tables are not compared: 19 previous and 28 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
The decrease in awards for the three months ended June 30, 2024 compared to the corresponding period last year was primarily due to significant awards for the three months ended June 30, 2023 in our Federal Solutions segment from the Federal Aviation Administration and the General Services Administration. The increase in awards for the six months ended June 30, 2024 when compared to the corresponding period last year was primarily due to significant option period awards from a customer in our Federal Solutions segment offset by the awards discussed above for the three months ended June 30, 2023.
Current report
The increase in revenue for the six months ended June 30, 2024 when compared to the corresponding period last year, was due to increases in both our Federal Solutions and Critical Infrastructure segments of $500.9 million and $175.3 million, respectively.
Current report
The increase in direct cost of contracts for the six months ended June 30, 2024 when compared to the corresponding period last year, was primarily due to an increase of $425.9 million in our Federal Solutions segment and $118.5 million in our Critical Infrastructure segment. The increases for the six months ended June 30, 2024 compared to the corresponding period last year were primarily impacted by the factors noted above for both segments for the three months ended June 30, 2024.
Current report
The increase in equity in losses of unconsolidated joint ventures for the six months ended June 30, 2024 compared to the corresponding period last year, was primarily due to write-downs of $30.8 million during the six months ended June 30, 2024 related to the joint venture discussed above. This compares to $11.3 million in write-downs from joint ventures for the six months ended June 30, 2023.The write-downs from joint ventures were offset by improved results in certain other joint ventures.
Current report
As a percentage of revenue, SG&A decreased by 2.3% to 13.4% for the three months ended June 30, 2024 compared to 15.6% for the corresponding period last year.
Current report
As a percentage of revenue, SG&A decreased by 2.4% to 13.9% for the six months ended June 30, 2024 compared to 16.3% for the corresponding period last year.
Current report
The Company’s effective tax rate was 21.7% and 21.8% and income tax expense was $22.4 million and $15.2 million for the three months ended June 30, 2024 and June 30, 2023, respectively. The increase in tax expense for the three months ended June 30, 2024 compared to the corresponding period last year was due primarily to the tax impact of an increase in pre-tax income, an increased valuation allowance against deferred tax assets, and an increase in executive compensation subject to Section 162(m), partially offset by the increase in the foreign-derived intangible income (FDII) deduction.
Current report
The Company’s effective income tax rate (benefit) was 46.3% for the six months ended June 30, 2024 and the effective tax rate was 22.9% for the six months ended June 30, 2023. Income tax benefit was $9.8 million for the six months ended June 30, 2024 and income tax expense was $26.7 million for the six months ended June 30, 2023. The decrease in tax expense for the six months ended June 30, 2024 compared to the corresponding period last year was due primarily to the tax benefit resulting from the $211 million loss in partially unwinding Convertible Senior Notes during the first quarter 2024.
Current report
The increase in Federal Solutions Adjusted EBITDA attributable to Parsons Corporation for the three months ended June 30, 2024 compared to the corresponding period last year was primarily due to the factors impacting revenue discussed above and a reduction in selling general, and administrative expenses as a percentage of revenue for the three months ended June 30, 2024 compared to the corresponding period last year.
Current report
The increase in Federal Solutions revenue for the six months ended June 30, 2024 compared to the corresponding period last year was primarily related to organic growth of 33% and $33.8 million from business acquisitions. The increase in revenue for the six months ended June 30, 2024 compared to the corresponding period last year was primarily due to the factors impacting revenue discussed above for the three months ended June 30, 2024.
Removed paragraphs (2)
Previous report
The increase in SG&A of $21.6 million for the three months ended March 31, 2024 when compared to the corresponding period last year was primarily due to $10.2 million increase related to employee incentive programs, a $9.0 million increase in other SG&A costs, and $5.2 million from business acquisitions. These increases were offset in part by a $4.3 million decrease in intangible asset amortization. As a percentage of revenue, our SG&A decreased by 2.6% to 14.4% for the three months ended March 31, 2024 compared to 17.0% for the corresponding period last year.
Previous report
The Company’s effective tax rate was 25.9% and 24.6% and income tax benefit was $32.2 million and income tax expense was $11.5 million for the three months ended March 31, 2024 and March 31, 2023, respectively. The most significant items contributing to the increase in the effective tax rate relates to a change in jurisdictional mix of earnings, the foreign-derived intangible income (FDII) deduction, and equity-based compensation, partially offset by executive compensation subject to Section 162(m). The difference between the statutory U.S. federal income tax rate of 21.0% and the effective tax rate for the quarter ended March 31, 2024 primarily relates to a change in jurisdictional mix of earnings partially resulting from a loss in partially unwinding Convertible Senior Notes, the FDII deduction, equity based compensation, and untaxed income attributable to noncontrolling interests, partially offset by rate impacts related to state income taxes and foreign withholding taxes.
Reworded paragraphs (27)
Previous wording
Difference between our backlog of $9.0 billion and our remaining unsatisfied performance obligations, or RUPO, of $6.3 billion, each as of March 31, 2024, is due to (i) unissued task orders and unexercised option years, to the extent their issuance or exercise is probable, as well as (ii) contract awards, to the extent we believe contract execution and funding is probable.
Current wording
Difference between our backlog of $8.8 billion and our remaining unsatisfied performance obligations, or RUPO, of $6.2 billion, each as of June 30, 2024, is due to (i) unissued task orders and unexercised option years, to the extent their issuance or exercise is probable, as well as (ii) contract awards, to the extent we believe contract execution and funding is probable.
Previous wording
The change in new awards from year to year is primarily due to ordinary course fluctuations in our business. The volume of contract awards can fluctuate in any given period due to win rate and the timing and size of the awards issued by our customers. The increase in awards for the three months ended March 31, 2024 when compared to the corresponding period last year was primarily driven by significant option period awards from a customer in our Federal Solutions segment.
Current wording
The change in new awards from year to year is primarily due to ordinary course fluctuations in our business. The volume of contract awards can fluctuate in any given period due to win rate and the timing and size of the awards issued by our customers.
Previous wording
Difference between our backlog of $9.0 billion and our RUPO of $6.3 billion, each as of March 31, 2024, is due to (i) unissued task orders and unexercised option years, to the extent their issuance or exercise is probable, as well as (ii) contract awards, to the extent we believe contract execution and funding is probable.
Current wording
Difference between our backlog of $8.8 billion and our RUPO of $6.2 billion, each as of June 30, 2024, is due to (i) unissued task orders and unexercised option years, to the extent their issuance or exercise is probable, as well as (ii) contract awards, to the extent we believe contract execution and funding is probable.
Previous wording
The significant change in the contract mix for the three months ended March 31, 2024 compared to the corresponding period last year relates to increased business volume from a significant fixed price contract in our Federal Solutions segment.
Current wording
The significant change in the contract mix for the three and six months ended June 30, 2024 compared to the corresponding period last year relates to increased business volume from a significant fixed price contract in our Federal Solutions segment.
Previous wording
We conduct a portion of our business through joint ventures or similar partnership arrangements. For the joint ventures we control, we consolidate all the revenues and expenses in our consolidated statements of income (including revenues and expenses attributable to noncontrolling interests). For the joint ventures we do not control, we recognize equity in (losses) earnings of unconsolidated joint ventures. Our revenues included amounts related to services we provided to our unconsolidated joint ventures for the three months ended March 31, 2024 and March 31, 2023 of $46.8 million and $50.9 million, respectively.
Current wording
We conduct a portion of our business through joint ventures or similar partnership arrangements. For the joint ventures we control, we consolidate all the revenues and expenses in our consolidated statements of income (including revenues and expenses attributable to noncontrolling interests). For the joint ventures we do not control, we recognize equity in (losses) earnings of unconsolidated joint ventures. Our revenues included amounts related to services we provided to our unconsolidated joint ventures for the three months ended June 30, 2024 and June 30, 2023 of $50.5 million and $55.4 million, respectively, and $97.3 million and $106.3 million for the six months ended June 30, 2024 and June 30, 2023, respectively.
Previous wording
Operating costs and expenses primarily include direct costs of contracts and selling, general and administrative expenses. Costs associated with compensation-related expenses for our people and facilities, which includes ESOP contribution expenses, are the most significant component of our operating expenses. Total ESOP contribution expense for the three months ended March 31, 2024 and March 31, 2023 was $15.0 million and $14.4 million, respectively, and is recorded in “Direct cost of contracts” and “Selling, general and administrative expenses.”
Current wording
Operating costs and expenses primarily include direct costs of contracts and selling, general and administrative expenses. Costs associated with compensation-related expenses for our people and facilities, which includes ESOP contribution expenses, are the most significant component of our operating expenses. Total ESOP contribution expense for the three months ended June 30, 2024 and June 30, 2023 was $15.1 million and $14.7 million, respectively, and $30.1 million and $29.2 million for the six months ended June 30, 2024 and June 30, 2023, respectively and is recorded in “Direct cost of contracts” and “Selling, general and administrative expenses.”
Previous wording
The following table sets forth Adjusted EBITDA, Net Income Margin, and Adjusted EBITDA Margin for the three months ended March 31, 2024 and March 31, 2023.
Current wording
The following table sets forth Adjusted EBITDA, Net Income Margin, and Adjusted EBITDA Margin for the three and six months ended June 30, 2024 and June 30, 2023.
Previous wording
The following table sets forth our results of operations for the three months ended March 31, 2024 and March 31, 2023 as a percentage of revenue.
Current wording
The following table sets forth our results of operations for the three and six months ended June 30, 2024 and June 30, 2023 as a percentage of revenue.
Previous wording
Revenue increased $362.2 million for the three months ended March 31, 2024 when compared to the corresponding period last year, due to increases in revenue in both our Federal Solutions and Critical Infrastructure segments of $275.1 million and $87.1 million, respectively. See “Segment Results” below for a further discussion of the changes in the Company's revenue.
Current wording
Revenue increased $314.0 million for the three months ended June 30, 2024 when compared to the corresponding period last year, due to increases in revenue in both our Federal Solutions and Critical Infrastructure segments of $225.8 million and $88.2 million, respectively.
Previous wording
Direct cost of contracts increased $293.6 million for the three months ended March 31, 2024 when compared to the corresponding period last year, primarily due to an increase of $227.7 million in our Federal Solutions segment and $66.0 million in our Critical Infrastructure segment. The increase in direct costs of contracts is primarily related to increased business volume from a significant contract in the Federal Solutions segment. Changes in direct cost of contracts in the Critical Infrastructure segment are primarily related to increased volume from new and existing contracts.
Current wording
Direct cost of contracts increased $250.7 million for the three months ended June 30, 2024 when compared to the corresponding period last year, primarily due to an increase of $198.2 million in our Federal Solutions segment and $52.5 million in our Critical Infrastructure segment. The increase in direct costs of contracts in the Federal Solutions segment is primarily related to increased business volume from a significant contract. The increase in direct cost of contracts in the Critical Infrastructure segment are primarily related to increased volume from new and existing contracts. Direct costs of contracts for the three months ended June 30, 2023 included a $24.7 million write-down on a Critical Infrastructure contract.
Previous wording
Equity in (losses) earnings of unconsolidated joint ventures improved $3.8 million for the three months ended March 31, 2024 compared to the corresponding period last year. Impacting equity in losses of unconsolidated joint ventures was a write-down of $8.4 million related to Parsons' participation in a design build joint venture. This write-down was offset by improved results in certain other joint ventures compared to the corresponding period last year.
Current wording
Equity in losses of unconsolidated joint ventures increased $16.9 million for the three months ended June 30, 2024 compared to the corresponding period last year. Impacting equity in losses of unconsolidated joint ventures was a write-down of $22.4 million related to Parsons' participation in a design build joint venture. This compares to $7.0 million in write-downs from joint ventures for the three months ended June 30, 2023. The write-downs from joint ventures were partially offset by improved results in certain other joint ventures.
Previous wording
During the three months ended March 31, 2024, we paid $495.6 million in cash to repurchase $284.6 million aggregate principal amount of our Convertible Senior Notes due 2025 (the "Repurchase Transaction") concurrently with the offering of 2.625% Convertible Senior Notes due 2029. As a result of the Repurchase Transaction, we incurred a $211.0 million loss on debt extinguishment. The Repurchase Transaction is a partial repurchase of our Convertible Senior Notes due 2025. See“Note 10 – Debt and Credit Facilities,” for a further discussion of this transaction.
Current wording
During the six months ended June 30, 2024, we paid $495.6 million in cash to repurchase $284.6 million aggregate principal amount of our Convertible Senior Notes due 2025 (the "Repurchase Transaction") concurrently with the offering of 2.625% Convertible Senior Notes due 2029. As a result of the Repurchase Transaction, we incurred a $211.0 million loss on debt extinguishment. The Repurchase Transaction is a partial repurchase of our Convertible Senior Notes due 2025. See“Note 10 – Debt and Credit Facilities,” for a further discussion of this transaction.
Previous wording
Interest income is related to interest earned on investments in government money funds.
Current wording
Interest income is related to interest earned on investments in government money funds. The increase in interest income for the three and six months ended June 30, 2024 is from higher cash balances held and increased interest rates compared to the corresponding periods last year.
Previous wording
Interest expense is primarily due to debt related to our Delayed Draw Term Loan and Convertible Senior Notes. The increase in interest expense during the three months ended March 31, 2024 compared to the corresponding period last year is primarily related to an increase in debt balances, increase in interest rates, the issuance of Convertible Senior Notes due 2029, and a $3.2 million charge for the acceleration of the amortization of debt issuance costs associated with the partial repurchase of the 0.25% Convertible Senior Notes due 2025 discussed above.
Current wording
Interest expense for the three and six months ended June 30, 2024 is primarily due to debt related to our Convertible Senior Notes and Delayed Draw Term Loan. The increase in interest expense during the three months ended June 30, 2024 compared to the corresponding periods last year is primarily related to an increase in debt balances. The increase in interest expense for the six months ended June 30, 2024, compared to the corresponding period last year is primarily related to an increase in debt balances and a $3.2 million charge from the acceleration of the amortization of debt issuance costs associated with the partial repurchase of the 0.25% Convertible Senior Notes due 2025 discussed above.
Previous wording
The amounts in other income (expense), net are primarily related to transaction gains and losses on foreign currency transactions, sublease income and changes in the estimated fair value of contingent consideration.
Current wording
The amounts in other income (expense), net for the three months ended June 30, 2024 are primarily related to transaction gains and losses on foreign currency transactions and sublease income and for the six months ended June 30, 2024 are primarily related to transaction gains and losses on foreign currency transactions, sublease income, and a change in the estimated fair value of contingent consideration.
Previous wording
The increase in Federal Solutions revenue for the three months ended March 31, 2024 compared to the corresponding period last year was primarily related to organic growth of 41% and $16.9 million from business acquisitions. Organic growth was due to the ramp up of new awards on a significant contract along with the ramp up of other new awards. Partially offsetting these increases is the timing of task order awards for additional follow-on phases of work on certain existing contracts.
Current wording
The increase in Federal Solutions revenue for the three months ended June 30, 2024 compared to the corresponding period last year was primarily related to organic growth of 27% and $16.9 million from business acquisitions. Organic growth was due primarily from the ramp up of recent awards and growth on a significant contract. Revenue for the three months ended June 30, 2023 included incentive fees on two contracts of approximately $20 million that did not reoccur for the three months ended June 30, 2024.
Previous wording
The increase in Federal Solutions Adjusted EBITDA attributable to Parsons Corporation for the three months ended March 31, 2024 compared to the corresponding period last year was primarily due to organic growth described above.
Current wording
The increase in Federal Solutions Adjusted EBITDA attributable to Parsons Corporation for the six months ended June 30, 2024 compared to the corresponding period last year was primarily due to the factors discussed above for Adjusted EBITDA attributable to Parsons Corporation for the three months ended June 30, 2024.
Previous wording
The increase in Critical Infrastructure revenue for the three months ended March 31, 2024 compared to the corresponding periods last year was primarily related to organic growth of 15% and $6.2 million from business acquisitions. Organic growth was primarily due to an increase in business volume from existing contracts and ramping up of recent awards.
Current wording
The increase in Critical Infrastructure revenue for the three months ended June 30, 2024 compared to the corresponding periods last year was primarily related to organic growth of 15%. Organic growth was primarily due to an increase in business volume from existing contracts and ramping up of recent awards.
Previous wording
The increase in Critical Infrastructure Adjusted EBITDA attributable to Parsons Corporation for the three months ended March 31, 2024 compared to the corresponding period last year was primarily due to the revenue impacts discussed above and improvement in equity in losses from unconsolidated joint ventures.
Current wording
The increase in Critical Infrastructure Adjusted EBITDA attributable to Parsons Corporation for the six months ended June 30, 2024 compared to the corresponding period last year was primarily due to the factors discussed above for Adjusted EBITDA above for the three months ended June 30, 2024.
Previous wording
Accounts receivable is the principal component of our working capital and includes billed and unbilled amounts. The total amount of our accounts receivable can vary significantly over time but is generally sensitive to revenue levels. We experience delays in collections from time to time from Middle East customers. Net days sales outstanding, which we refer to as Net DSO, is calculated by dividing (i) (accounts receivable plus contract assets) less (contract liabilities plus accounts payable) by (ii) average revenue per day (calculated by dividing trailing twelve months revenue by the number of days in that period). We focus on collecting outstanding receivables to reduce Net DSO and working capital. Net DSO was 63 days at March 31, 2024 down from 69 days at March 31, 2023. Our working capital (current assets less current liabilities) was $1.1 billion at March 31, 2024 and $726.6 million at December 31, 2023.
Current wording
Accounts receivable is the principal component of our working capital and includes billed and unbilled amounts. The total amount of our accounts receivable can vary significantly over time but is generally sensitive to revenue levels. We experience delays in collections from time to time from Middle East customers. Net days sales outstanding, which we refer to as Net DSO, is calculated by dividing (i) (accounts receivable plus contract assets) less (contract liabilities plus accounts payable) by (ii) average revenue per day (calculated by dividing trailing twelve months revenue by the number of days in that period). We focus on collecting outstanding receivables to reduce Net DSO and working capital. Net DSO was 60 days at June 30, 2024 down from 76 days at June 30, 2023. Our working capital (current assets less current liabilities) was $1.1 billion at June 30, 2024 and $726.6 million at December 31, 2023.
Previous wording
Our cash and cash equivalents increased by $150.2 million to $423.1 million at March 31, 2024 from $272.9 million at December 31, 2023.
Current wording
Our cash and cash equivalents increased by $255.5 million to $528.5 million at June 30, 2024 from $272.9 million at December 31, 2023.
Previous wording
Net cash used in operating activities consists primarily of net income adjusted for noncash items, such as: equity in losses (earnings) of unconsolidated joint ventures, contributions of treasury stock, depreciation and amortization of property and equipment and intangible assets, and provisions for doubtful accounts. The timing between the conversion of our billed and unbilled receivables into cash from our customers and disbursements to our employees and vendors is the primary driver of changes in our working capital. Our operating cash flows are primarily affected by our ability to invoice and collect from our clients in a timely manner, our ability to manage our vendor payments and the overall profitability of our contracts.
Current wording
Net cash provided by operating activities consists primarily of net income adjusted for noncash items, such as: equity in losses (earnings) of unconsolidated joint ventures, contributions of treasury stock, depreciation and amortization of property and equipment and intangible assets, and provisions for doubtful accounts. The timing between the conversion of our billed and unbilled receivables into cash from our customers and disbursements to our employees and vendors is the primary driver of changes in our working capital. Our operating cash flows are primarily affected by our ability to invoice and collect from our clients in a timely manner, our ability to manage our vendor payments and the overall profitability of our contracts.
Previous wording
Net cash used in operating activities increased $54.4 million for the three months ended March 31, 2024 compared to the three months ended March 31, 2023. The primary driver of the increase in cash flows used in operating activities was an $152.6 million increase in cash outflows from our working capital accounts (primarily from accounts receivable, accrued expenses and other current liabilities, contract liabilities, and income taxes partially offset by contract assets and accounts payable) this increase in cash flows used in operating activities was offset, in part by $102.1 million in net income after adjusting for non-cash items and debt extinguishment.
Current wording
Net cash provided by operating activities increased $83.8 million for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The primary driver of the increase in cash flows provided by operating activities was an $142.8 million increase in net income after adjusting for non-cash items and debt extinguishment offset by an increase in cash outflows from our working capital accounts of $50.8 million (primarily from accounts payable, accrued expenses and other current liabilities, contract liabilities, and income taxes partially offset by accounts receivable, contract assets and prepaid expenses and other assets).
Previous wording
Net cash used in investing activities increased $24.7 million for the three months ended March 31, 2024, when compared to the three months ended March 31, 2023. This change was primarily driven by a $23.1 million increase in investments in unconsolidated joint ventures.
Current wording
Net cash used in investing activities increased $4.5 million for the six months ended June 30, 2024, when compared to the six months ended June 30, 2023. This change was primarily driven by a $45.5 million increase in investments in unconsolidated joint ventures offset by substantially no payments for acquisitions, net of cash acquired for the six months ended June 30, 2024 compared to $42.3 million in payments for acquisitions, net of cash acquired for the six months ended June 30, 2023.
Previous wording
Net cash provided by financing activities is primarily associated with proceeds from debt, the repayment thereof, and distributions to noncontrolling interests.
Current wording
Net cash (used in) provided by financing activities is primarily associated with proceeds from debt, the repayment thereof, and distributions to noncontrolling interests.
Previous wording
Net cash used in financing activities increased $272.0 million for the three months ended March 31, 2024 compared to the three months ended March 31, 2023. The change in cash flows from financing activities is primarily driven by net cash inflows from our convertible bond transactions which generated $287.7 million in cash. See “Note 10 – Debt and Credit Facilities,” for a further discussion of these transactions.
Current wording
Net cash provided by financing activities increased $261.3 million for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The change in cash flows from financing activities is primarily driven by net cash inflows from our convertible bond transactions which generated $287.4 million in cash. See “Note 10 – Debt and Credit Facilities,” for a further discussion of these transactions.
Previous wording
We have 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 to $281.1 million as of March 31, 2024. Letters of credit outstanding under the Credit Agreement total $42.1 million as of March 31, 2024.
Current wording
We have 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 to $303.6 million as of June 30, 2024. Letters of credit outstanding under the Credit Agreement total $43.0 million as of June 30, 2024.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
See “Segment Results” below for a further discussion of the changes in the Company's revenue.
Current report — wording carried from elsewhere
The increase in Critical Infrastructure Adjusted EBITDA attributable to Parsons Corporation for the three months ended June 30, 2024 compared to the corresponding period last year was primarily due to the revenue impacts discussed above and a reduction in selling general, and administrative expenses as a percentage of revenue for the three months ended June 30, 2024 compared to the corresponding period last year. Offsetting these increases were write-downs in equity in losses from unconsolidated joint ventures.
Current report — wording carried from elsewhere
The increase in Critical Infrastructure revenue for the six months ended June 30, 2024 compared to the corresponding period last year was primarily related to organic growth of 15% and $7.1 million from business acquisitions.