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Acquisitions
6 Months Ended
Jun. 30, 2021
Business Combinations [Abstract]  
Acquisitions

4.

Acquisitions   

Braxton Science & Technology Group

On November 19, 2020, the Company acquired a 100% ownership interest in Braxton Science & Technology Group (“Braxton”), a privately-owned company, for $309.5 million in cash. Braxton operates at the forefront of satellite operations, ground system automation, flight dynamics, and spacecraft and antenna simulation for the U.S. Department of Defense and Intelligence Community. The acquisition was entirely funded by cash on hand in August 2020, as described in “Note 12—Debt and Credit Facilities”. In connection with this acquisition, the Company recognized $0.6 million of acquisition related “Selling, general and administrative expense” in the consolidated statements of income for the six months ended June 30, 2021, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition. Braxton allows Parsons to capitalize on the quickly evolving space missions of its national security space customers and address rapid market growth driven by proliferated low earth orbit constellations, small satellite expansion, and space cyber resiliency.      

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed based on the purchase price allocation as of the date of acquisition (in thousands):

 

 

Amount

 

Cash and cash equivalents

 

$

7,006

 

Accounts receivable

 

 

18,163

 

Contract assets

 

 

8,350

 

Prepaid expenses and other current assets

 

 

3,036

 

Property and equipment

 

 

5,114

 

Right of use assets, operating leases

 

 

10,788

 

Goodwill

 

 

212,185

 

Intangible assets

 

 

74,950

 

Accounts payable

 

 

(7,464

)

Accrued expenses and other current liabilities

 

 

(9,845

)

Contract liabilities

 

 

(300

)

Short-term lease liabilities, operating leases

 

 

(1,915

)

Long-term lease liabilities, operating leases

 

 

(8,873

)

Deferred tax liabilities

 

 

(1,694

)

Net assets acquired

 

$

309,501

 

 

 

Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years):

 

 

 

Gross

Carrying

Amount

 

 

Amortization

Period

 

 

 

 

 

 

(in years)

Customer relationships

 

$

34,100

 

 

12

Backlog

 

 

38,200

 

 

3

Developed technologies

 

 

2,000

 

 

6

Non-compete agreements

 

 

650

 

 

3

Amortization expense of $4.0 million and $8.1 million related to these intangible assets was recorded for the three and six months ended June 30, 2021, respectively. The entire value of goodwill was assigned to the Federal Solutions reporting unit and represents synergies expected to be realized from this business combination. Goodwill of $196.3 million is deductible for tax purposes.

The amount of revenue generated by Braxton and included within consolidated revenues is $29.3 million and $60.3 million for the three and six months ended June 30, 2021, respectively.  The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition.    

Supplemental Pro Forma Information (Unaudited)

Supplemental information of unaudited pro forma operating results assuming the Braxton acquisition had been consummated as of the beginning of fiscal year 2019 (in thousands) is as follows:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30, 2021

 

 

June 30, 2020

 

 

June 30, 2021

 

 

June 30, 2020

 

Pro forma Revenue

 

$

879,356

 

 

$

1,003,369

 

 

$

1,754,053

 

 

$

2,004,706

 

Pro forma Net Income including noncontrolling interests

 

 

12,575

 

 

 

31,141

 

 

$

27,929

 

 

$

45,600