Parsons Delivers Strong First Quarter 2019 Results; Reports Robust Bookings and Backlog Growth; and Bolsters Federal Solutions Business with OGSystems Acquisition

CENTREVILLE, Va., June 18, 2019 /PRNewswire/ -- Parsons Corporation (NYSE: PSN) today announced financial results for the first quarter ended March 31, 2019.

CEO Commentary

"We reported strong first quarter revenue, profitability and bookings," said Chuck Harrington, Chairman, CEO and President of Parsons Corporation. "Our results reflect continued execution and implementation of our strategy to expand our technology base in our core defense, intelligence and critical infrastructure markets. We've had a great start to the year, and we are excited about our future with our robust balance sheet and differentiated solutions aligned with large and growing customer markets."

First Quarter 2019 Results

Total revenue for the first quarter of 2019 increased 20% from the prior year period primarily due to the Polaris Alpha and OGSystems acquisitions, which added $122 million, and organic growth in both our Federal Solutions and Critical Infrastructure market segments. Operating income decreased 41% from the first quarter of 2018 primarily due to an increase in acquisition-related intangible amortization expenses and IPO costs. Diluted earnings per share (EPS) attributable to Parsons decreased 60% due to the same factors as noted above and higher interest expense.

Adjusted EBITDA for the first quarter of 2019 was $68 million, a 43% increase over the prior year period. Adjusted EBITDA margin increased to 7.5%, or by 120 basis points from the first quarter of 2018. Adjusted EBITDA and Adjusted EBITDA margin increased primarily as a result of recent acquisitions in the Federal Solutions segment, as well as organic revenue growth and margin expansion in both the Federal Solutions and Critical Infrastructure segments. The Federal Solutions segment also benefited from a shift in revenue mix to higher margin markets including cyber, intelligence, geospatial, missile defense and space.

Adjusted EBITDA attributable to Parsons for the first quarter of 2019 was $64 million, a 47% increase over the prior year period. Adjusted EPS was $0.57, a 67% increase over the first quarter of 2018. These increases were primarily driven by the same factors as noted above.

Information about the Company's use of non-GAAP financial information is provided on page 9 and in the non-GAAP reconciliation tables included herein.

Segment Results

Federal Solutions Segment


                                   Three Months Ended                 
            
     Growth



                         March 30,                     March 31,                        Dollars/      Percent

                              2018                           2019                         Percent




     Revenue                        $
            291,335            $
       422,812                    $
        131,477   45
                                                                                                                %


      Adj. EBITDA
       including                                                                                                %
       noncontrolling
       interests                      $
            20,174             $
       38,992                     $
        18,818   93


      Adj. EBITDA margin
       including                                     %                      %                               %   %
       noncontrolling
       interests                                   6.9                     9.2                              2.3   33


      Adj. EBTIDA
       attributable to                                                                                          %
       Parsons Corp.                  $
            20,154             $
       38,866                     $
        18,712   93


      Adj. EBITDA margin
       attributable to                               %                      %                               %   %
       Parsons Corp.                               6.9                     9.2                              2.3   33

First quarter 2019 revenue increased $131 million, or 45%, compared to the prior year period. The increase was primarily driven by the acquisitions of Polaris Alpha and OGSystems, which contributed $122 million of revenue to the first quarter of 2019, as well as organic growth.

Federal Solutions Adjusted EBITDA including noncontrolling interests and Adjusted EBITDA attributable to Parsons Corporation for the first quarter of 2019 both increased by $19 million, or 93%, compared to the prior year period. Adjusted EBITDA margin for both metrics increased to 9.2%, or by 230 basis points from the first quarter of 2018. The increases were primarily driven by the acquisitions of Polaris Alpha and OGSystems, as well as margin expansion in our legacy business.

Critical Infrastructure Segment


                                   Three Months Ended                          Growth



                         March 30,                      March 31,                     Dollars/      Percent

                              2018                            2019                      Percent




     Revenue                       $
              463,344            $
      481,593                  $
         18,249   4

                                                                                                              %


      Adj. EBITDA
       including
       noncontrolling                                                                                         %
       interests                     $
              27,556             $
      29,182                   $
         1,626   6


      Adj. EBITDA margin
       including                                      %                     %                             %
       noncontrolling                                                                                         %
       interests                                    5.9                    6.1                            0.1   2


      Adj. EBTIDA                    $
              23,656             $
      25,559                   $
         1,903   8
       attributable to
       Parsons Corp.                                                                                          %


      Adj. EBITDA margin                            5.1                    5.3                            0.2   4
       attributable to                                %                     %                             %
       Parsons Corp.                                                                                          %

First quarter 2019 revenue increased $18 million, or 4%, compared to the prior year period. The increase was primarily due to revenue growth on existing contracts.

Critical Infrastructure Adjusted EBITDA including noncontrolling interests for the first quarter of 2019 increased $2 million, or 6%, compared to the prior year period. Adjusted EBITDA margin including noncontrolling interests increased to 6.1%, or by 10 basis points from the first quarter of 2018. The increase was primarily driven by lower operational overhead costs, partially offset by targeted increases in business development costs.

Critical Infrastructure Adjusted EBITDA attributable to Parsons Corporation for the first quarter of 2019 increased $2 million, or 8%, compared to the prior year period. Adjusted EBITDA margin attributable to Parsons increased to 5.3%, or by 20 basis points from the first quarter of 2018. The increase was driven by the same factors as noted above.

Key Performance Indicators

    --  Book-to-bill ratio: First quarter 2019: 1.4x on net bookings of $1.2
        billion. Trailing 12-month: 1.4x on net bookings of $5.1 billion.
    --  Total backlog: First quarter 2019: $8.6 billion, 35% increase over the
        first quarter of 2018.
    --  Cash flow used in operating activities: First quarter 2019: $60 million,
        8% increase from first quarter 2018.
    --  Debt: First quarter 2019: total and net debt were $659 million and $538
        million, respectively. Following receipt of IPO proceeds, total and net
        debt were approximately $250 million and $50, respectively, positioning
        the Company for continued investment in the implementation of its
        strategy. The Company defines net debt as total debt less cash and cash
        equivalents.

First Quarter 2019 Highlights

    --  Awarded a $175 million re-compete contract from a classified government
        customer to provide services relating to information technology
        infrastructure and industrial control systems.
    --  Awarded a new $147 million contract by another classified government
        customer to provide high-end software, hardware, integration, operations
        and maintenance and mission support.
    --  Awarded a new contract worth approximately $100 million by the Air Force
        Space and Missile Systems Center for integration services for small
        satellite delivery to space.
    --  Awarded a new $982 million ceiling value multiple-award contract for the
        Army to provide a full-spectrum of cyber electromagnetic initiatives.
    --  Acquired OGSystems, LLC, a disruptive geospatial intelligence solutions
        and immersive engineering provider that creates technology solutions for
        the United States intelligence community and the Department of Defense.
    --  Recognized by the Ethisphere Institute, a global leader in defining and
        advancing the standards of ethical business practices, as one of the
        2019 World's Most Ethical Companies. Parsons has been recognized by
        Ethisphere for ten consecutive years.

Conference Call Information

Parsons will host a conference call today, June 18, 2019, at 8:00 a.m. ET to discuss the financial results for its first quarter 2019.

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 also may access a slide presentation on the website, which summarizes the Company's first quarter 2019 results. Listeners should go to the website at least 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) 211-3159 (domestic) or +1 (647) 689-6592 (international) and entering passcode 9788674.

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 June 25, 2019 at +1 (800) 585-8367 (domestic) or +1 (416) 621-4642 (international) and entering passcode 9788674.

About Parsons Corporation

Parsons is a leading provider of technology-driven solutions focused on the defense, intelligence and critical infrastructure markets. Celebrating 75 years of operations, Parsons provides technical design and engineering services and software products to address our customers' challenges. Parsons has differentiated capabilities in cybersecurity, intelligence, missile defense, space, connected communities, physical infrastructure and mobility solutions. Parsons' combination of talented professionals and advanced technology enables a safer, smarter and more interconnected world.

Forward-Looking Statements

This presentation 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: 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 Registration Statement on Form S-1 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

                                     
       
               UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

                                       
         
                (in thousands, except per share data)




                                                      For the Three Months Ended



                                             March 30, 2018                                          March 31, 2019




     Revenues                                                $
              754,679                                   $
         904,405


      Direct costs of contracts                                           602,972                                          714,237


      Equity in earnings of
       unconsolidated joint ventures                                       11,031                                           10,397


      Indirect, general and
       administrative expenses                                            123,847                                          177,519



     Operating income                                                     38,891                                           23,046




     Interest income                                                         741                                              477



     Interest expense                                                    (3,999)                                         (8,292)



     Other income, net                                                     1,152                                               41


      (Interest and other expense)
       gain associated with claim on
       long-term contract                                                 (2,330)




     Total other expense                                                 (4,436)                                         (7,774)



      Income before income tax
       provision                                                           34,455                                           15,272



     Income tax provision                                                (5,353)                                         (1,886)



      Net income including
       noncontrolling interests                                            29,102                                           13,386


      Net income attributable to
       noncontrolling interests                                           (3,815)                                         (3,645)



      Net income attributable to
       Parsons Corporation                                     $
              25,287                                     $
         9,741




     Earnings per share:


           Basic and diluted                                     $
              0.31                                      $
         0.12



     
                Weighted average number shares used to compute basic and diluted EPS




                                                                                         Three Months Ended



                                                             March 30, 2018                                 March 31, 2019



      Basic weighted average
       number of shares
       outstanding                                                              81,846,305                                 78,161,484


      Dilutive common share
       equivalents



      Diluted weighted
       average number of
       shares outstanding                                                       81,846,305                                 78,161,484


                                                                                      
         
               PARSONS CORPORATION

                                                                             
              
          UNAUDITED CONSOLIDATED BALANCE SHEETS

                                                                            
              
          (in thousands, except share information)

                                                                                          
        
                (Unaudited)




                                                                                                                      December 31,                    March 31,
                                                                                                                              2018                          2019




     
                Assets



     Current assets:


                                                  Cash and cash equivalents (including
                                                   $73,794 and $42,872 Cash of
                                                   consolidated joint ventures)                                                          $
       280,221              $
        121,408


                                                  Restricted cash and investments                                                                 974                      9,061


                                                  Accounts receivable, net (including
                                                   $180,325 and $193,597 Accounts
                                                   receivable of consolidated joint
                                                   ventures, net)                                                                             623,286                    651,924


                                                  Contract assets (including $21,270
                                                   and $23,964 Contract assets of
                                                   consolidated joint ventures)                                                               515,319                    571,755


                                                 Prepaid expenses and other current
                                                   assets (including $11,837 and $9,423
                                                   Prepaid expenses and other current
                                                   assets of consolidated joint
                                                   ventures)                                                                                   69,007                     77,013



                                               
      Total current assets                                                                      1,488,807                  1,431,161





                                                  Property and equipment, net
                                                   (including $2,561 and $2,507
                                                   Property and equipment of
                                                   consolidated joint ventures, net)                                                           91,849                     97,298


                                                  Right of use assets, operating leases                                                                                 216,484


                                               
      Goodwill                                                                                    736,938                    921,097


                                                  Investments in and advances to
                                                   unconsolidated joint ventures                                                               63,560                     67,202


                                               
      Intangible assets, net                                                                      179,519                    250,948


                                               
      Deferred tax assets                                                                           5,680                      4,891


                                               
      Other noncurrent assets                                                                      46,225                     43,917



                                               
      Total assets                                                                         $
       2,612,578            $
        3,032,998





                   Liabilities and Shareholder
                    '
                s Equity



     Current liabilities:


                                                  Accounts payable (including $87,914
                                                   and $91,505 Accounts payable of
                                                   consolidated joint ventures)                                                          $
       226,345              $
        203,684


                                                 Accrued expenses and other current
                                                   liabilities (including $73,209 and
                                                   $71,593 Accrued expenses and other
                                                   current liabilities of consolidated
                                                   joint ventures)                                                                            559,700                    547,954


                                                  Contract liabilities (including
                                                   $38,706 and $46,754 Contract
                                                   liabilities of consolidated joint
                                                   ventures)                                                                                  208,576                    225,017


                                                  Short-term lease liabilities,
                                                   operating leases                                                                                                      53,029


                                               
      Income taxes payable                                                                         11,540                      9,415


                                               
      Short-term notes payable                                                                                              149,786



                                               
      Total current liabilities                                                                 1,006,161                  1,188,885



                                                  Long-term employee incentives                                                                41,913                     29,991


                                                  Deferred gain resulting from sale-
                                                   leaseback transactions                                                                      46,004


                                               
      Long-term debt                                                                              429,164                    509,211


                                                  Long-term lease liabilities,
                                                   operating leases                                                                                                     181,274


                                               
      Deferred tax liabilities                                                                      6,240                      7,922


                                                  Other long-term liabilities                                                                 127,863                    111,023



                                               
      Total liabilities                                                                         1,657,345                  2,028,306



      Commitments and contingencies (Note 14)


                                                 Redeemable common stock held by
                                                   Employee Stock Ownership Plan (ESOP)
                                                   ,$1 par value; authorized
                                                   150,000,000 shares; 125,097,684
                                                   shares issued; 78,172,809 and
                                                   78,138,831 shares outstanding,
                                                   recorded at redemption value                                                             1,876,309                  1,875,332




      Shareholder's equity (deficit):


                                                  Treasury Stock, 46,918,140 and
                                                   46,958,853 shares at cost                                                                (957,025)                 (957,838)


                                               
      Retained earnings                                                                            12,445                     75,771


                                                  Accumulated other comprehensive loss                                                       (22,957)                  (20,401)



                                                  Total Parsons Corporation
                                                   shareholder's equity (deficit)                                                           (967,537)                 (902,468)


                                               
      Noncontrolling interests                                                                     46,461                     31,828



                                                  Total shareholder's equity (deficit)                                                      (921,076)                 (870,640)



                                                  Total liabilities, redeemable common
                                                   stock and shareholder's equity
                                                   (deficit)                                                                           $
       2,612,578            $
        3,032,998


                                                                                
           
                PARSONS CORPORATION

                                                                  
              
             UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                   
           
                (in thousands)




                                                                                                                                 For the Three Months Ended



                                                                                                                        March 30, 2018                         March 31, 2019



     Cash flows from operating activities:


                                             Net income including noncontrolling
                                              interests                                                                                     $
              29,102                 $
         13,386


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


                                           
     Depreciation and amortization                                                                               9,009                        30,591


                                           
     Amortization of deferred gain                                                                             (1,813)


                                             Amortization of debt issue costs                                                                              149                           244


                                             (Gain) loss on disposal of property and
                                              equipment                                                                                                     18                          (27)


                                             Provision for doubtful accounts                                                                             2,426                         (279)


                                           
     Deferred taxes                                                                                              (138)                        1,486


                                             Foreign currency transaction gains and
                                              losses                                                                                                     (457)                          618


                                             Equity in earnings of unconsolidated
                                              joint ventures                                                                                          (11,031)                     (10,397)


                                             Return on investments in unconsolidated
                                              joint ventures                                                                                            15,406                        10,794


                                             Contributions of treasury stock                                                                            11,357                        12,250


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

                                           
        joint ventures:


                                           
     Accounts receivable                                                                                       469,720                      (17,135)


                                           
     Contract assets                                                                                         (531,157)                     (46,984)


                                             Prepaid expenses and current assets                                                                      (27,138)                      (1,424)


                                           
     Accounts payable                                                                                            (723)                     (28,182)


                                             Accrued expenses and other current
                                              liabilities                                                                                             (44,016)                     (24,023)


                                           
     Billings in excess of costs                                                                             (152,147)


                                           
     Contract liabilities                                                                                      299,639                        14,884


                                           
     Provision for contract losses                                                                           (143,666)


                                           
     Income taxes                                                                                                (597)                      (3,645)


                                           
     Other long-term liabilities                                                                                10,624                      (12,265)



                                             Net cash used in operating activities                                                                    (65,433)                     (60,108)



     Cash flows from investing activities:


                                           
     Capital expenditures                                                                                      (5,152)                     (11,041)


                                             Proceeds from sale of property and
                                              equipment                                                                                                     29                           135


                                             Payments for acquisitions, net of cash
                                              acquired                                                                                                                            (287,482)


                                             Investments in unconsolidated joint
                                              ventures                                                                                                 (3,058)                      (4,905)


                                             Return of investments in unconsolidated
                                              joint ventures                                                                                                                          2,234



                                             Net cash used in investing activities                                                                     (8,181)                    (301,059)



     Cash flows from financing activities:


                                             Proceeds from borrowings under credit
                                              agreement                                                                                                                             290,000


                                             Repayments of borrowings under credit
                                              agreement                                                                                                                            (60,000)


                                             Payments for debt costs and credit
                                              agreement                                                                                                                               (286)


                                             Contributions by (distributions to)
                                              noncontrolling interests, net                                                                              6,497                      (18,278)


                                           
     Purchase of treasury stock                                                                                  (366)                        (813)



                                             Net cash provided by financing activities                                                                   6,131                       210,623



                                             Effect of exchange rate changes                                                                             (825)                        (182)


                                             Net increase (decrease) in cash, cash
                                              equivalents, and restricted cash                                                                        (68,308)                    (150,726)


                                             Cash, cash equivalents and restricted
                                              cash


                                           
     Beginning of year                                                                                         446,144                       281,195



                                           
     End of period                                                                                 $
              377,836                $
         130,469



       
                
               Contract Awards (in thousands):

    ---



                                                                                       Three Months Ended



                                                                March 30, 2018                             March 31, 2019



        Federal Solutions                                                        $
       111,441                               $
       808,540


        Critical Infrastructure                                                       496,873                                    412,528




       Total Awards                                                             $
       608,314                             $
       1,221,068








       
                
               Backlog (in thousands):

    ---



                                                                March 30, 2018                             March 31, 2019



        Federal Solutions:



       Funded                                                                   $
       936,467                             $
       1,681,816



       Unfunded                                                                    2,224,354                                  3,429,779



        Total Federal Solutions                                                     3,160,821                                  5,111,595



        Critical Infrastructure:



       Funded                                                                      3,161,513                                  3,442,374



       Unfunded



        Total Critical
         Infrastructure                                                             3,161,513                                  3,442,374




       Total Backlog                                                          $
       6,322,334                             $
       8,553,969








       
                
               Book-To-Bill Ratio:

    ---



                                                                                        Three Months Ended



                                                                March 30, 2018                             March 31, 2019



        Federal Solutions                                                                 0.4                                        1.9


        Critical Infrastructure                                                           1.1                                        0.9



       Overall                                                                           0.8                                        1.4

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



                                                         March 30, 2018                                      March 31, 2019



      Net income attributable to Parsons
       Corporation                                                        $
              25,287                                 $
      9,741



     Interest expense, net                                                            3,258                                     7,815



     Income tax expense                                                               5,353                                     1,886


      Depreciation and amortization                                                    9,009                                    30,591


      Net income attributable to
       noncontrolling interests                                                        3,815                                     3,645


      Litigation-related expenses(a)                                                   2,330


      Amortization of deferred gain resulting
       from sale-leaseback transactions(b)                                           (1,813)



     Transaction-related costs(c)                                                       125                                     9,355



     Restructuring(d)                                                                                                          2,218


      HCM software implementation costs(e)                                                                                      2,912



     Other(f)                                                                           366                                        11




     Adjusted EBITDA                                                     $
              47,730                                $
      68,174



               (a)               Reflects interest expense in
                                  "(Interest and other expenses) gain
                                  associated with claim on long-term
                                  contract" in our results of
                                  operations associated with a lawsuit
                                  against a joint venture in which the
                                  Company is the managing partner.
                                  Please see "Note 14 - Commitments
                                  and Contingencies" in the Company's
                                  Form S-1/A filed on April 29, 2019,
                                  for a description of this matter
                                  which was resolved in favor of the
                                  Company on June 13, 2018.


               (b)               Reflects recognized deferred gains
                                  related to sales-leaseback
                                  transactions.


               (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 our
                                  corporate restructuring initiatives.


               (e)               Reflects implementation costs
                                  incurred in connection with a new
                                  human resources and payroll
                                  application.


               (f)               Includes a loss from sale of a
                                  subsidiary and other individually
                                  insignificant items that are non-
                                  recurring in nature for the quarter
                                  ended March 30, 2018 and a
                                  combination of gain/loss related to
                                  sale of fixed assets and other
                                  individually insignificant items
                                  that are non-recurring in nature
                                  for the quarter ended March 31,
                                  2019.


      (in thousands)          Three Months Ended



                     March 30,                      March 31,

                          2018                            2019



     Federal
      Solutions
      Adjusted
      EBITDA
      attributable
      to Parsons
      Corporation                $
              20,154            $
     38,866


     Federal
      Solutions
      Adjusted
      EBITDA
      attributable
      to
      noncontrolling
      interests                                  20                  126



     Federal
      Solutions
      Adjusted
      EBITDA
      including
      noncontrolling
      interests                  $
              20,174            $
     38,992





     Critical
      Infrastructure
      Adjusted
      EBITDA
      attributable
      to Parsons
      Corporation                            23,656               25,559


     Critical
      Infrastructure
      Adjusted
      EBITDA
      attributable
      to
      noncontrolling
      interests                               3,900                3,623



     Critical
      Infrastructure
      Adjusted
      EBITDA
      including
      noncontrolling
      interests                  $
              27,556            $
     29,182





     Total Adjusted
      EBITDA
      including
      noncontrolling
      interests                  $
              47,730            $
     68,174


                                                                  
              
                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 share and per share data)




                                                                                    Three Months Ended



                                                                       March 30, 2018                                                            March 31, 2019



      Net income attributable to
       Parsons Corporation                                                              $
              25,287                                                        $
           9,741


      Acquisition related intangible
       asset amortization                                                                            1,815                                                                20,906


      Litigation-related expenses(a)                                                                 2,330


      Amortization of deferred gain
       resulting from sale-leaseback
       transactions(b)                                                                             (1,813)


      Transaction-related costs(c)                                                                     125                                                                 9,355



     Restructuring(d)                                                                                                                                                    2,218


      HCM software implementation
       costs(e)                                                                                                                                                           2,912



     Other(f)                                                                                         366                                                                    11


      Tax effect on adjustments                                                                       (36)                                                                (434)



      Adjusted net income attributable
       to Parsons Corporation                                                                       28,074                                                                44,709



      Adjusted earnings per share:


      Weighted-average number of
       basic/diluted shares
       outstanding                                                                              81,846,305                                                            78,161,484



      Adjusted net income attributable
       to Parsons Corporation per
       basic/diluted share                                                                $
              0.34                                                         $
           0.57



               (a)               Reflects interest expense in
                                  "(Interest and other expenses) gain
                                  associated with claim on long-term
                                  contract" in our results of
                                  operations associated with a lawsuit
                                  against a joint venture in which the
                                  Company is the managing partner.
                                  Please see "Note 14 - Commitments
                                  and Contingencies" in the Company's
                                  Form S-1/A filed on April 29, 2019,
                                  for a description of this matter
                                  which was resolved in favor of the
                                  Company on June 13, 2018.


               (b)               Reflects recognized deferred gains
                                  related to sales-leaseback
                                  transactions.


               (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 our
                                  corporate restructuring initiatives.


               (e)               Reflects implementation costs
                                  incurred in connection with a new
                                  human resources and payroll
                                  application.


               (f)               Includes a loss from sale of a
                                  subsidiary and other individually
                                  insignificant items that are non-
                                  recurring in nature for the quarter
                                  ended March 30, 2018 and a
                                  combination of gain/loss related to
                                  sale of fixed assets and other
                                  individually insignificant items
                                  that are non-recurring in nature
                                  for the quarter ended March 31,
                                  2019.

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SOURCE Parsons Corporation