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      Parsons Delivers Strong Third Quarter 2020 Results

      Strategic Accomplishments

      - Announced Braxton acquisition that accelerates growth strategy in rapidly expanding space market

      - Awarded a $307 million contract with a classified customer

      - Won strategic directed energy contract

      Q3 2020 Financial Highlights

      - Net income of $41 million and margin of 4.0%; adjusted EBITDA of $101 million and margin of 10.0%

      - Cash flow from operating activities of $145 million

      - Federal Solutions book-to-bill ratio of 1.5x

      Financial Position and Outlook

      - Narrows FY20 adjusted EBITDA guidance range; reiterates revenue and cash flow ranges

      - Closed $400 million convertible note which will fully fund Braxton acquisition

      - Pro forma net debt leverage ratio of 0.8x at end of Q3 2020 post Braxton acquisition

      Parsons Quest Mark Logo (PRNewsfoto/Parsons Corporation)

      News provided by

      Parsons Corporation

      Nov 04, 2020, 06:30 ET

      Share this article

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      CENTREVILLE, Va., Nov. 4, 2020 /PRNewswire/ -- Parsons Corporation (NYSE: PSN) today announced financial results for the third quarter ended September 30, 2020.

      CEO Commentary

      "We delivered strong third quarter results with record adjusted EBITDA and generated outstanding cash flow. We also recently announced a significant pending strategic acquisition in the rapidly expanding space market that exceeds all our disciplined quantitative and qualitative M&A criteria, while also preserving our financial flexibility for potential future acquisitions," said Chuck Harrington, chairman and chief executive officer of Parsons Corporation.

      "Our strong operational performance enabled us to win large new contracts in high-priority national security markets. We continue to execute our strategic plan and look forward to further leveraging our strong balance sheet to drive additional shareholder value."

      Third Quarter 2020 Results

      Total revenue for the third quarter of 2020 decreased by $19 million, or 2%, from the prior year period to $1 billion. Operating income increased 24% to $66 million primarily as a result of an increase in equity in earnings and lower indirect, general and administrative (IG&A) expenses. Net income decreased to $41 million and net income margin decreased to 4.0% from the prior year period. These decreases were driven by the nonrecurring positive tax benefit impact included in the third quarter of 2019 from elections made in connection with the filing of the company's 2018 S-Corporation tax return and associated with the company's change in tax status. Diluted earnings per share (EPS) attributable to Parsons was $0.40 in the third quarter of 2020, compared to $0.57 in the prior year period.

      Adjusted EBITDA including noncontrolling interests for the third quarter of 2020 was $101 million, a 13% increase over the prior year period. Adjusted EBITDA margin increased 130 basis points to 10.0%.

      Adjusted EPS increased to $0.57, compared to $0.53 in the third quarter of 2019.

      Information about the company's use of non-GAAP financial information is provided on page nine and in the non-GAAP reconciliation tables included herein.

      Segment Results

      Federal Solutions Segment



      Three Months Ended



      Growth



      Nine Months Ended



      Growth




      September 30,
      2020



      September 30,
      2019



      Dollars/

      Percent



      Percent



      September 30,
      2020



      September 30,
      2019



      Dollars/

      Percent



      Percent


      Revenue


      $

      498,156



      $

      486,175



      $

      11,981




      2

      %


      $

      1,457,937



      $

      1,387,484



      $

      70,453




      5

      %

      Adjusted EBITDA


      $

      45,936



      $

      50,445



      $

      (4,509)




      -9

      %


      $

      125,401



      $

      126,979



      $

      (1,578)




      -1

      %

      Adjusted EBITDA margin



      9.2

      %



      10.4

      %



      -1.2

      %



      -11

      %



      8.6

      %



      9.2

      %



      -0.6

      %



      -6

      %

      Third quarter 2020 revenue increased $12 million, or 2%, compared to the prior year period primarily due to an increase in business volume on new and existing contracts.

      Third quarter 2020 Federal Solutions Adjusted EBITDA including noncontrolling interests decreased by $5 million, or 9%, compared to the prior year period. Adjusted EBITDA margin decreased to 9.2% from the third quarter of 2019. These decreases were primarily driven by a large technical performance incentive fee recognized in the third quarter of 2019 and an increase in volume on contracts with pass-through costs during the third quarter 2020.

      Critical Infrastructure Segment



      Three Months Ended



      Growth



      Fiscal Year Ended



      Growth




      September 30,
      2020



      September 30,
      2019



      Dollars/

      Percent



      Percent



      September 30,
      2020



      September 30,
      2019



      Dollars/

      Percent



      Percent


      Revenue


      $

      506,080



      $

      537,102



      $

      (31,022)




      -6

      %


      $

      1,496,751



      $

      1,529,940



      $

      (33,189)




      -2

      %

      Adjusted EBITDA


      $

      54,865



      $

      38,545



      $

      16,320




      42

      %


      $

      127,057



      $

      110,240



      $

      16,817




      15

      %

      Adjusted EBITDA margin



      10.8

      %



      7.2

      %



      3.7

      %



      51

      %



      8.5

      %



      7.2

      %



      1.3

      %



      18

      %

      Third quarter 2020 revenue decreased $31 million, or 6%, compared to the prior year period. The decrease was primarily driven by lower volume on contracts with pass-through revenue.

      Third quarter 2020 Critical Infrastructure Adjusted EBITDA including noncontrolling interests increased by $16 million, or 42%, compared to the prior year period. Adjusted EBITDA margin increased to 10.8%. These increases were primarily driven by higher equity in earnings from unconsolidated joint ventures and lower IG&A costs.

      Third Quarter 2020 Key Performance Indicators

      • Book-to-bill ratio (third quarter): 1.2x on net bookings of $1.2 billion. Book-to-bill ratio (trailing twelve-months): 1.0x on net bookings of $4.0 billion.
      • Total backlog: $7.8 billion, a 6% decrease from the third quarter of 2019 and a 1% increase from the second quarter of 2020.
      • Cash flow from operating activities: $145 million. This strong performance was driven by healthy cash collections.
      • Net cash: Cash and cash equivalents were $614 million and total debt was $587 million for a total net cash position of $27 million as of September 30, 2020. Following the $300 million all-cash acquisition of Braxton, as of September 30, 2020, pro forma net debt was approximately $273 million, positioning the company for continued investment in the implementation of its growth strategy. The company's pro forma net debt to trailing twelve-month adjusted EBITDA leverage ratio at the end of the third quarter of 2020 was 0.8x. The company defines net debt as total debt less cash and cash equivalents.

      Third Quarter 2020 Significant Contract Wins

      Parsons continues to win large single-award contracts in markets of national security importance.

      • Awarded a $307 million contract with a classified customer.
      • Awarded a $115 million option year contract on the Combatant Commands Cyber Mission Support (CCMS) contract by the U.S. General Services Administration.
      • Awarded a $51 million contract by the U.S. Air Force for the manufacturing, integration and sustainment of 13 Recovery of Airbase Denied by Ordnance (RADBO) systems. RADBO employs the Parsons developed ZEUS™ directed energy system to destroy unexploded ordinance with extreme accuracy in previously denied areas and improves the safety of deployed warfighters. This program is the first Department of Defense (DoD) ground-based laser system placed into production.

      Recent Additional Corporate Highlights

      Parsons continues to build on its strong track record of acquiring and integrating leading-edge technology companies in high-growth markets that broaden its portfolio and customer footprint. In addition, the company was recognized for its commitment to various important military friendly programs.

      • Announced on October 29, 2020, its intent to acquire Braxton Science & Technology Group, LLC (Braxton). The addition of Braxton complements Parsons' space portfolio, increases its product offerings in high-growth markets, and adds critical intellectual property that complements and expands the company's capabilities for the U.S. Air Force, Space Force, and research laboratories. The transaction is also consistent with Parsons' strategy of acquiring high-growth, defense, and intelligence technology companies with software and hardware intellectual property that enhance its technology and transactional revenue growth and margin profile.
      • Recognized numerous times as one of the best companies for its commitment to military personnel, veterans and their families.
        • Presented with the 2021 Military Friendly® Employer Silver designation by VIQTORY Media for its comprehensive veteran and military spouse employment, transition, retention and career development programs that ultimately improve the lives of veterans.
        • Named a "Best for Vets Employer – 2020" by Military Times, as one of the country's best employers and organizations with military-connected employment programs, benefits and support efforts.
        • Recognized by the Department of Defense for its commitment to supporting employees who serve in the National Guard and Reserve in the United States.

      Fiscal Year 2020 Guidance

      The company is narrowing its adjusted EBITDA guidance range for fiscal year 2020 and reiterating the revenue and cash flow from operating activities guidance ranges it initially issued on March 10, 2020, based on its financial results for the first nine months of 2020 and its current outlook for the remainder of year. The table below summarizes the company's fiscal year 2020 guidance.

      (in millions

      Current FY20 Guidance

      Prior FY20 Guidance

      Revenue

      $3.95 - $4.05 billion

      $3.95 - $4.05 billion

      Adjusted EBITDA including non-controlling interest

      $340 - $360 million

      $330 - $360 million

      Cash Flow from Operating Activities

      $230 - $250 million

      $230 - $250 million

      Net income guidance is not presented as the company believes market volatility in its share price and the resulting impact on the company's equity-based compensation expense, as well as charges to interest, taxes, depreciation, amortization and other matters affecting net income will preclude the company from providing accurate net income guidance for fiscal year 2020.

      Conference Call Information

      Parsons will host a conference call today, November 4, 2020, at 8:00 a.m. ET to discuss the financial results for its third quarter 2020.

      Listeners may access a webcast of the live conference call from the Investor Relations section of the company's website at www.Parsons.com. Listeners may also access a slide presentation on the website, which summarizes the company's third quarter 2020 results. Listeners should go to the website 15 minutes before the live event to download and install any necessary audio software.

      Listeners may also participate in the conference call by dialing +1 866-987-6581 (domestic) or +1 602-563-8686 (international) and entering passcode 6876155.

      A replay will be available on the company's website approximately two hours after the conference call and continuing for one year. A telephonic replay also will be available through November 11, 2020 at +1 855-859-2056 (domestic) or +1 404-537-3406 (international) and entering passcode 6876155.

      About Parsons Corporation

      Parsons is a leading disruptive technology provider in the global defense, intelligence, and critical infrastructure markets, with capabilities across cybersecurity, missile defense, space, connected infrastructure, and smart cities. Please visit parsons.com, and follow us on LinkedIn and Facebook to learn how we're making an impact.

      Forward-Looking Statements

      This Earnings Release and materials included therewith contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on our current expectations, beliefs and assumptions, and are not guarantees of future performance. Forward-looking statements are inherently subject to uncertainties, risks, changes in circumstances, trends and factors that are difficult to predict, many of which are outside of our control. Accordingly, actual performance, results and events may vary materially from those indicated in the forward-looking statements, and you should not rely on the forward-looking statements as predictions of future performance, results or events. Numerous factors could cause actual future performance, results and events to differ materially from those indicated in the forward-looking statements, including, among others: the impact of COVID-19; any issue that compromises our relationships with the U.S. federal government or its agencies or other state, local or foreign governments or agencies; any issues that damage our professional reputation; changes in governmental priorities that shift expenditures away from agencies or programs that we support; our dependence on long-term government contracts, which are subject to the government's budgetary approval process; the size of our addressable markets and the amount of government spending on private contractors; failure by us or our employees to obtain and maintain necessary security clearances or certifications; failure to comply with numerous laws and regulations; changes in government procurement, contract or other practices or the adoption by governments of new laws, rules, regulations and programs in a manner adverse to us; the termination or nonrenewal of our government contracts, particularly our contracts with the U.S. federal government; our ability to compete effectively in the competitive bidding process and delays, contract terminations or cancellations caused by competitors' protests of major contract awards received by us; our ability to generate revenue under certain of our contracts; any inability to attract, train or retain employees with the requisite skills, experience and security clearances; the loss of members of senior management or failure to develop new leaders; misconduct or other improper activities from our employees or subcontractors; our ability to realize the full value of our backlog and the timing of our receipt of revenue under contracts included in backlog; changes in the mix of our contracts and our ability to accurately estimate or otherwise recover expenses, time and resources for our contracts; changes in estimates used in recognizing revenue; internal system or service failures and security breaches; and inherent uncertainties and potential adverse developments in legal proceedings, including litigation, audits, reviews and investigations, which may result in materially adverse judgments, settlements or other unfavorable outcomes. These factors are not exhaustive and additional factors could adversely affect our business and financial performance. For a discussion of additional factors that could materially adversely affect our business and financial performance, see the factors included under the caption "Risk Factors" in our Annual Report with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2019 on Form 10K, filed on March 10, 2020, and our other filings with the Securities and Exchange Commission. All forward-looking statements are based on currently available information and speak only as of the date on which they are made. We assume no obligation to update any forward-looking statement made in this presentation that becomes untrue because of subsequent events, new information or otherwise, except to the extent we are required to do so in connection with our ongoing requirements under federal securities laws.

      financial-news

      Media:

      Investor Relations:

      Bryce McDevitt

      Dave Spille

      Parsons Corporation

      Parsons Corporation

      (703) 797-3001

      (571) 655-8264

      Bryce.McDevitt@Parsons.com

      Dave.Spille@Parsons.com

      PARSONS CORPORATION

      CONSOLIDATED STATEMENTS OF OPERATIONS

      (In thousands, except per share data)

      (Unaudited)




      For the Three Months Ended



      For the Nine Months Ended



      September 30,
      2020



      September 30,
      2019



      September 30,
      2020



      September 30,
      2019

      Revenue


      $

      1,004,236



      $

      1,023,277



      $

      2,954,688



      $

      2,917,424

      Direct cost of contracts



      788,769




      798,552




      2,307,725




      2,297,512

      Equity in earnings of unconsolidated joint ventures



      16,741




      7,274




      26,624




      29,305

      Indirect, general and administrative expenses



      165,937




      178,550




      537,351




      581,428

      Operating income



      66,271




      53,449




      136,236




      67,789

      Interest income



      88




      427




      512




      1,129

      Interest expense



      (5,475)




      (4,909)




      (13,656)




      (19,577)

      Other income (expense), net



      1,653




      (3,127)




      1,916




      (1,580)

      Total other income (expense)



      (3,734)




      (7,609)




      (11,228)




      (20,028)

      Income before income tax expense



      62,537




      45,840




      125,008




      47,761

      Income tax (expense) benefit



      (16,017)




      15,453




      (32,992)




      67,063

      Net income including noncontrolling interests



      46,520




      61,293




      92,016




      114,824

      Net income attributable to noncontrolling interests



      (5,862)




      (4,481)




      (15,086)




      (8,012)

      Net income attributable to Parsons Corporation


      $

      40,658



      $

      56,812



      $

      76,930



      $

      106,812

      Earnings per share:
















      Basic


      $

      0.40



      $

      0.57



      $

      0.76



      $

      1.19

      Diluted


      $

      0.40



      $

      0.57



      $

      0.76



      $

      1.19

      Weighted average number shares used to compute basic and diluted EPS (in thousands) (Unaudited)  




      Three Months Ended



      Nine Months Ended



      September 30,
      2020



      September 30,
      2019



      September 30,
      2020



      September 30,
      2019

      Basic weighted average number of shares outstanding



      100,737




      99,435




      100,700




      89,977

      Equity-based awards



      378




      -




      321




      -

      Convertible senior notes



      4,458




      -




      -




      -

      Diluted weighted average number of shares outstanding



      105,573




      99,435




      101,022




      89,977

      Net income available to shareholders used to compute diluted EPS as a result of adopting the if-converted method in connection with the Convertible Senior Notes (in thousands) (Unaudited) 




      Three Months Ended



      Nine Months Ended



      September 30,
      2020



      September 30,
      2019



      September 30,
      2020



      September 30,
      2019

      Net income attributable to Parsons Corporation



      40,658




      56,812




      76,930




      106,812

      Convertible senior notes if-converted method interest adjustment



      1,164




      -




      -




      -

      Diluted net income attributable to Parsons Corporation



      41,822




      56,812




      76,930




      106,812

      PARSONS CORPORATION

      CONSOLIDATED BALANCE SHEETS

      (In thousands, except share information)

      (Unaudited)





      September 30, 2020



      December 31, 2019

      Assets








      Current assets:









      Cash and cash equivalents (including $50,585 and $51,171 Cash of consolidated joint ventures)


      $

      614,031



      $

      182,688


      Restricted cash and investments



      3,726




      12,686


      Accounts receivable, net (including $259,691 and $166,355 Accounts receivable of consolidated joint ventures, net)



      775,060




      671,492


      Contract assets (including $29,054 and $26,458 Contract assets of consolidated joint ventures)



      610,893




      575,089


      Prepaid expenses and other current assets (including $3,974 and $11,182 Prepaid expenses and other current assets of consolidated joint ventures)



      77,909




      84,454


      Total current assets



      2,081,619




      1,526,409











      Property and equipment, net (including $2,649 and $2,945 Property and equipment of consolidated joint ventures, net)



      121,486




      122,751


      Right of use assets, operating leases



      212,592




      233,415


      Goodwill



      1,046,453




      1,047,425


      Investments in and advances to unconsolidated joint ventures



      71,289




      68,620


      Intangible assets, net



      194,082




      259,858


      Deferred tax assets



      130,904




      130,401


      Other noncurrent assets



      60,336




      61,489


      Total assets


      $

      3,918,761



      $

      3,450,368










      Liabilities and Shareholders' Equity (Deficit)








      Current liabilities:









      Accounts payable (including $72,949 and $85,869 Accounts payable of consolidated joint ventures)


      $

      208,307



      $

      216,613


      Accrued expenses and other current liabilities (including $141,476 and $74,857 Accrued expenses and other current liabilities of consolidated joint ventures)



      725,867




      639,863


      Contract liabilities (including $44,267 and $32,638 Contract liabilities of consolidated joint ventures)



      212,373




      230,681


      Short-term lease liabilities, operating leases



      48,661




      49,994


      Income taxes payable



      1,342




      7,231


      Short-term debt



      50,000




      -


      Total current liabilities



      1,246,550




      1,144,382


      Long-term employee incentives



      21,535




      56,928


      Long-term debt



      537,119




      249,353


      Long-term lease liabilities, operating leases



      189,319




      203,624


      Deferred tax liabilities



      9,273




      9,621


      Other long-term liabilities



      145,494




      125,704


      Total liabilities



      2,149,290




      1,789,612

      Contingencies (Note 12)








      Shareholders' equity (deficit):









      Common stock, $1 par value; authorized 1,000,000,000 shares; 146,498,582 and 146,440,701 shares issued; 24,637,043 and 21,772,888 public shares outstanding; 76,090,531 and 78,896,806 ESOP shares outstanding



      146,498




      146,441


      Treasury stock, 45,771,008 shares at cost



      (934,240)




      (934,240)


      Additional paid-in capital



      2,675,383




      2,649,975


      Accumulated deficit



      (142,095)




      (218,025)


      Accumulated other comprehensive loss



      (18,049)




      (14,261)


      Total Parsons Corporation shareholders' equity



      1,727,497




      1,629,890


      Noncontrolling interests



      41,974




      30,866


      Total shareholders' equity



      1,769,471




      1,660,756


      Total liabilities, redeemable common stock and shareholders' equity


      $

      3,918,761



      $

      3,450,368

      PARSONS CORPORATION

      CONSOLIDATED STATEMENTS OF CASH FLOWS

      (In thousands)

      (Unaudited)





      For the Nine Months Ended




      September 30,
      2020



      September 30,
      2019

      Cash flows from operating activities:









      Net income including noncontrolling interests


      $

      92,016



      $

      114,824


      Adjustments to reconcile net income to net cash used in operating activities









      Depreciation and amortization



      95,442




      92,692


      Amortization of debt issue costs



      760




      802


      Amortization of convertible notes discount



      1,277




      -


      Gain on disposal of property and equipment



      (22)




      1,045


      Provision for doubtful accounts



      54




      (964)


      Deferred taxes



      (763)




      (105,161)


      Foreign currency transaction gains and losses



      431




      1,689


      Equity in earnings of unconsolidated joint ventures



      (26,624)




      (29,305)


      Return on investments in unconsolidated joint ventures



      31,189




      32,848


      Stock-based compensation



      11,044




      9,224


      Contributions of treasury stock



      42,006




      36,779


      Changes in assets and liabilities, net of acquisitions and newly consolidated

         joint ventures:









      Accounts receivable



      (106,487)




      (31,726)


      Contract assets



      (34,931)




      (59,161)


      Prepaid expenses and current assets



      7,649




      2,980


      Accounts payable



      (8,074)




      (6,946)


      Accrued expenses and other current liabilities



      48,901




      40,186


      Contract liabilities



      (18,094)




      20,703


      Income taxes



      (6,761)




      (3,019)


      Other long-term liabilities



      (15,574)




      13,138


      Net cash provided by operating activities



      113,439




      130,628

      Cash flows from investing activities:









      Capital expenditures



      (29,178)




      (44,030)


      Proceeds from sale of property and equipment



      1,053




      2,824


      Payments for acquisitions, net of cash acquired



      -




      (495,690)


      Investments in unconsolidated joint ventures



      (7,969)




      (11,446)


      Return of investments in unconsolidated joint ventures



      17




      6,632


      Net cash used in investing activities



      (36,077)




      (541,710)

      Cash flows from financing activities:









      Proceeds from borrowings under credit agreement



      212,900




      530,000


      Repayments of borrowings under credit agreement



      (212,900)




      (710,000)


      Payments for debt costs and credit agreement



      -




      (286)


      Proceeds from issuance of convertible notes



      400,000




      -


      Payments for purchase of bond hedges



      (54,968)




      -


      Proceeds from issuance of warrants



      13,808




      -


      Transaction costs paid in connection with convertible notes issuance



      (10,307)




      -


      Contributions by noncontrolling interests



      491




      8,999


      Distributions to noncontrolling interests



      (4,469)




      (35,378)


      Purchase of treasury stock



      -




      (819)


      Taxes paid on vested stock



      (1,149)




      -


      Proceeds from issuance of common stock



      1,684




      536,879


      Dividend paid



      -




      (52,093)


      Net cash provided by financing activities



      345,090




      277,302


      Effect of exchange rate changes



      (69)




      (953)


      Net increase (decrease) in cash, cash equivalents, and restricted cash



      422,383




      (134,733)


      Cash, cash equivalents and restricted cash:









      Beginning of year



      195,374




      281,195


      End of period


      $

      617,757



      $

      146,462

      Contract Awards (in thousands):




      Three Months Ended



      Nine Months Ended




      September 30,
      2020



      September 30,
      2019



      September 30,
      2020



      September 30,
      2019


      Federal Solutions


      $

      737,643



      $

      845,559



      $

      1,786,473



      $

      2,076,928


      Critical Infrastructure



      432,916




      289,665




      1,355,272




      1,257,506


      Total Awards


      $

      1,170,559



      $

      1,135,224



      $

      3,141,745



      $

      3,334,434


      Backlog (in thousands):




      September 30,
      2020



      September 30,
      2019

      Federal Solutions:








      Funded


      $

      1,175,924



      $

      1,214,919

      Unfunded



      3,901,231




      3,946,784

      Total Federal Solutions



      5,077,155




      5,161,703

      Critical Infrastructure:








      Funded



      2,619,454




      3,050,525

      Unfunded



      80,001




      38,286

      Total Critical Infrastructure



      2,699,455




      3,088,811

      Total Backlog


      $

      7,776,610



      $

      8,250,514

      Book-To-Bill Ratio:




      Three Months Ended



      Nine Months Ended



      September 30,
      2020



      September 30,
      2019



      September 30,
      2020



      September 30,
      2019

      Federal Solutions



      1.5




      1.7




      1.2




      1.5

      Critical Infrastructure



      0.9




      0.5




      0.9




      0.8

      Overall



      1.2




      1.1




      1.1




      1.1

      Non-GAAP Financial Information

      The tables under "Parsons Corporation Inc. Reconciliation of Non-GAAP Measures" present Adjusted Operating Income, Adjusted Operating Margin, Earnings before Interest, Taxes, Depreciation, and Amortization ("EBITDA"), Adjusted EBITDA, EBITDA Margin, and Adjusted EBITDA Margin, reconciled to their most directly comparable GAAP measure. These financial measures are calculated and presented on the basis of methodologies other than in accordance with U.S. generally accepted accounting principles ("Non-GAAP Measures"). Parsons has provided these Non-GAAP Measures to adjust for, among other things, the impact of amortization expenses related to our acquisitions of Williams Electric, Polaris Alpha and  OGSystems, initial public offering transaction-related expenses, costs associated with a loss or gain on the disposal or sale of property, plant and equipment, restructuring and related expenses, costs associated with mergers and acquisitions, software implementation costs, legal and settlement costs, and other costs considered to non-operational in nature . These items have been Adjusted because they are not considered core to the company's business or otherwise not considered operational or because these charges are non-cash or non-recurring. The company presents these Non-GAAP Measures because management believes that they are meaningful to understanding Parsons's performance during the periods presented and the company's ongoing business. Non-GAAP Measures are not prepared in accordance with GAAP and therefore are not necessarily comparable to similarly titled metrics or the financial results of other companies. These Non-GAAP Measures should be considered a supplement to, not a substitute for, or superior to, the corresponding financial measures calculated in accordance with GAAP.

      PARSONS CORPORATION

      Non-GAAP Financial Information

      Reconciliation of Net Income to Adjusted EBITDA

      (in thousands)




      Three Months Ended



      Nine Months Ended



      September 30,
      2020



      September 30,
      2019



      September 30,
      2020



      September 30,
      2019

      Net income attributable to Parsons Corporation


      $

      40,658



      $

      56,812



      $

      76,930



      $

      106,812

      Interest expense, net



      5,387




      4,482




      13,144




      18,448

      Income tax provision (benefit)



      16,017




      (15,453)




      32,992




      (67,063)

      Depreciation and amortization (a)



      30,952




      31,027




      95,442




      92,692

      Net income attributable to noncontrolling interests



      5,862




      4,481




      15,086




      8,012

      Equity based compensation (b)



      (991)




      (1,657)




      4,142




      45,504

      Transaction-related costs (c)



      2,411




      9,891




      11,937




      26,961

      Restructuring (d)



      365




      309




      1,475




      2,880

      Other (e)



      140




      (902)




      1,310




      2,973

      Adjusted EBITDA


      $

      100,801



      $

      88,990



      $

      252,458



      $

      237,219



      (a)

      Depreciation and amortization for the three and nine months ended September 30, 2020 is $25.7 million and $80.1 million, respectively in the Federal Solutions Segment and $5.3 million and $15.4 million, respectively in the Critical Infrastructure Segment.  Depreciation and amortization for the three and nine months ended September 30, 2019 is $26.0 million and $75.1 million, respectively in the Federal Solutions Segment and $5.0 million and $17.6 million, respectively in the Critical Infrastructure Segment. 

      (b) 

      Reflects equity-based compensation costs primarily related to cash-settled awards.

      (c) 

      Reflects costs incurred in connection with acquisitions, initial public offering, and other non-recurring transaction costs, primarily fees paid for professional services and employee retention.

      (d) 

      Reflects costs associated with and related to our 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.

      PARSONS CORPORATION

      Non-GAAP Financial Information

      Computation of Adjusted EBITDA Attributable to Noncontrolling Interests

      (in thousands)


      (in thousands)


      Three months ended



      Nine Months Ended



      September 30,
      2020



      September 30,
      2019



      September 30,
      2020



      September 30,
      2019

      Federal Solutions Adjusted EBITDA attributable to
      Parsons Corporation


      $

      45,874



      $

      50,359



      $

      125,191



      $

      126,658

      Federal Solutions Adjusted EBITDA attributable to
      noncontrolling interests



      62




      86




      210




      321

      Federal Solutions Adjusted EBITDA including
      noncontrolling interests


      $

      45,936



      $

      50,445



      $

      125,401



      $

      126,979

















      Critical Infrastructure Adjusted EBITDA attributable to
      Parsons Corporation



      48,856




      33,976




      111,732




      102,177

      Critical Infrastructure Adjusted EBITDA attributable to
      noncontrolling interests



      6,009




      4,569




      15,325




      8,063

      Critical Infrastructure Adjusted EBITDA including
      noncontrolling interests


      $

      54,865



      $

      38,545



      $

      127,057



      $

      110,240

















      Total Adjusted EBITDA including noncontrolling interests


      $

      100,801



      $

      88,990



      $

      252,458



      $

      237,219

      PARSONS CORPORATION

      Non-GAAP Financial Information

      Reconciliation of Net Income Attributable to Parsons Corporation to Adjusted Net Income Attributable to Parsons Corporation

      (in thousands, except per share information)




      Three Months Ended



      Nine Months Ended



      September 30,
      2020



      September 30,
      2019



      September 30,
      2020



      September 30,
      2019

      Net income attributable to Parsons Corporation


      $

      40,658



      $

      56,812



      $

      76,930



      $

      106,812

      Deferred tax asset recognition (a)



      737




      (29,309)




      737




      (85,672)

      Acquisition related intangible asset amortization



      20,881




      22,143




      65,707




      64,438

      Equity based compensation (b)



      (991)




      (1,657)




      4,142




      45,504

      Transaction-related costs (c)



      2,411




      9,891




      11,937




      26,961

      Restructuring (d)



      365




      309




      1,475




      2,880

      Other (e)



      140




      (902)




      1,310




      2,973

      Tax effect on adjustments



      (6,660)




      (5,025)




      (22,251)




      (23,091)

      Adjusted net income attributable to Parsons Corporation



      57,541




      52,262




      139,987




      140,805

      Adjusted earnings per share:
















      Weighted-average number of basic shares
      outstanding



      100,737




      99,435




      100,700




      89,977

      Weighted-average number of diluted shares
      outstanding (f)



      101,115




      99,435




      101,022




      89,977

      Adjusted net income attributable to Parsons
      Corporation per basic share


      $

      0.57



      $

      0.53



      $

      1.39



      $

      1.56

      Adjusted net income attributable to Parsons
      Corporation per diluted share


      $

      0.57



      $

      0.53



      $

      1.39



      $

      1.56



      (a)

      Reflects the reversal of a deferred tax asset as a result of the company converting from an S-Corporation to a C-Corporation.

      (b) 

      Reflects equity-based compensation costs primarily related to cash-settled awards.

      (c) 

      Reflects costs incurred in connection with acquisitions, initial public offering, and other non-recurring transaction costs, primarily fees paid for professional services and employee retention.

      (d) 

      Reflects costs associated with and related to our 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.

      (f) 

      Excludes dilutive effect of convertible senior notes due to bond hedge.

      SOURCE Parsons Corporation

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