UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from to
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of July 22, 2024, the registrant had
Table of Contents
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PART I. |
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1 |
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Item 1. |
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3 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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PART II. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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49 |
i
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
PARSONS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except share information)
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June 30, 2024 |
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December 31, 2023 |
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(Unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents (including $ |
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$ |
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$ |
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Accounts receivable, net (including $ |
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Contract assets (including $ |
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Prepaid expenses and other current assets (including $ |
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Total current assets |
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Property and equipment, net (including $ |
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Right of use assets, operating leases (including $ |
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Goodwill |
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Investments in and advances to unconsolidated joint ventures |
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Intangible assets, net |
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Deferred tax assets |
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Other noncurrent assets |
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Total assets |
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$ |
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$ |
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Liabilities and Shareholders' Equity |
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Current liabilities: |
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Accounts payable (including $ |
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$ |
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$ |
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Accrued expenses and other current liabilities (including $ |
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Contract liabilities (including $ |
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Short-term lease liabilities, operating leases (including $ |
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Income taxes payable |
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Total current liabilities |
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Long-term employee incentives |
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Long-term debt |
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Long-term lease liabilities, operating leases (including $ |
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Deferred tax liabilities |
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Other long-term liabilities |
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Total liabilities |
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Shareholders' equity: |
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Common stock, $ |
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Treasury stock, |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
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( |
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Total Parsons Corporation shareholders' equity |
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Noncontrolling interests |
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Total shareholders' equity |
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Total liabilities and shareholders' equity |
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The accompanying notes are an integral part of these consolidated financial statements.
1
PARSONS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income (Loss)
(In thousands, except per share information)
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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June 30, 2024 |
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June 30, 2023 |
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June 30, 2024 |
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June 30, 2023 |
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Revenue |
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$ |
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$ |
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$ |
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$ |
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Direct cost of contracts |
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Equity in (losses) earnings of unconsolidated joint ventures |
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( |
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( |
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Selling, general and administrative expenses |
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Operating income |
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Interest income |
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Interest expense |
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Loss on extinguishment of debt |
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Other income (expense), net |
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( |
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Total other income (expense) |
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( |
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Income (loss) before income tax expense |
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Income tax (expense) benefit |
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Net income (loss) including noncontrolling interests |
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( |
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Net income attributable to noncontrolling interests |
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( |
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( |
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Net income (loss) attributable to Parsons Corporation |
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$ |
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$ |
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$ |
( |
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$ |
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Earnings (loss) per share: |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
2
PARSONS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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June 30, 2024 |
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June 30, 2023 |
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June 30, 2024 |
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June 30, 2023 |
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Net income (loss) including noncontrolling interests |
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$ |
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$ |
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$ |
( |
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$ |
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Other comprehensive income, net of tax |
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Foreign currency translation adjustment, net of tax |
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( |
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( |
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Pension adjustments, net of tax |
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( |
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( |
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Comprehensive income (loss) including noncontrolling interests, net of tax |
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( |
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Comprehensive income attributable to noncontrolling interests, net of tax |
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( |
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( |
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( |
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( |
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Comprehensive income (loss) attributable to Parsons Corporation, net of tax |
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$ |
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$ |
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$ |
( |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
3
PARSONS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
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For the Six Months Ended |
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June 30, 2024 |
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June 30, 2023 |
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Cash flows from operating activities: |
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Net (loss) income including noncontrolling interests |
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$ |
( |
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$ |
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Adjustments to reconcile net (loss) income to net cash used in operating activities |
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Depreciation and amortization |
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Amortization of debt issue costs |
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Loss (gain) on disposal of property and equipment |
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Loss on extinguishment of debt |
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Provision for doubtful accounts |
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Deferred taxes |
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( |
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( |
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Foreign currency transaction gains and losses |
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Equity in losses of unconsolidated joint ventures |
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Return on investments in unconsolidated joint ventures |
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Stock-based compensation |
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Contributions of treasury stock |
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Changes in assets and liabilities, net of acquisitions and consolidated |
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Accounts receivable |
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( |
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( |
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Contract assets |
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( |
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( |
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Prepaid expenses and other assets |
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( |
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( |
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Accounts payable |
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Accrued expenses and other current liabilities |
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( |
) |
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Contract liabilities |
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( |
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Income taxes |
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( |
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Other long-term liabilities |
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( |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Capital expenditures |
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( |
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( |
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Proceeds from sale of property and equipment |
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Payments for acquisitions, net of cash acquired |
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( |
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( |
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Investments in unconsolidated joint ventures |
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( |
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( |
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Return of investments in unconsolidated joint ventures |
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Proceeds from sales of investments in unconsolidated joint ventures |
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Net cash used in investing activities |
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( |
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( |
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Cash flows from financing activities: |
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Proceeds from borrowings under credit agreement |
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Repayments of borrowings under credit agreement |
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( |
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( |
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Proceeds from issuance of convertible notes due 2029 |
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Repurchases of convertible notes due 2025 |
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( |
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Payments for debt issuance costs |
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( |
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Contributions by noncontrolling interests |
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Distributions to noncontrolling interests |
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( |
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( |
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Repurchases of common stock |
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( |
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( |
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Taxes paid on vested stock |
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( |
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( |
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Capped call transactions |
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( |
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Bond hedge termination |
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Redemption of warrants |
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( |
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Proceeds from issuance of common stock |
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Net cash (used in) provided by financing activities |
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( |
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Effect of exchange rate changes |
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( |
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Net increase (decrease) in cash, cash equivalents, and restricted cash |
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( |
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Cash, cash equivalents and restricted cash: |
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Beginning of year |
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End of period |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
4
PARSONS CORPORATION AND SUBSIDIARIES
For the Three Months Ended June 30, 2024 and June 30, 2023
(In thousands)
(Unaudited)
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Common |
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Treasury |
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Additional |
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Retained |
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Accumulated |
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Total |
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Noncontrolling |
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Total |
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Balance at March 31, 2024 |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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Comprehensive income |
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Net income |
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- |
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- |
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- |
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- |
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Foreign currency translation |
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- |
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- |
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- |
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- |
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( |
) |
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( |
) |
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( |
) |
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Pension adjustments, net |
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- |
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- |
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- |
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- |
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( |
) |
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( |
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- |
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( |
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Contributions |
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- |
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- |
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- |
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- |
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- |
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- |
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Distributions |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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( |
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Issuance of equity securities, |
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- |
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( |
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- |
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- |
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Repurchases of common stock |
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( |
) |
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- |
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( |
) |
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- |
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- |
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( |
) |
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- |
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( |
) |
Stock-based compensation |
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- |
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- |
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- |
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- |
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- |
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Balance at June 30, 2024 |
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$ |
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$ |
( |
) |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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$ |
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Balance at March 31, 2023 |
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$ |
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$ |
( |
) |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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$ |
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||||||
Comprehensive income |
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Net income |
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- |
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- |
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- |
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- |
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Foreign currency translation |
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- |
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- |
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- |
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- |
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Pension adjustments, net |
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- |
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- |
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- |
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- |
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- |
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|
|||
Distributions |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Issuance of equity securities, |
|
|
|
|
|
- |
|
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
||||
Repurchases of common stock |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|||
Balance at June 30, 2023 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
PARSONS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Shareholders’ Equity
For the Six Months Ended June 30, 2024 and June 30, 2023
(In thousands)
(Unaudited)
|
|
Common |
|
|
Treasury |
|
|
Additional |
|
|
Retained |
|
|
Accumulated |
|
|
Total |
|
|
Noncontrolling |
|
|
Total |
|
||||||||
Balance at December 31, 2023 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Foreign currency translation gain, net |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Pension adjustments, net |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
||||||||