v3.26.1
Acquisitions
3 Months Ended
Mar. 31, 2026
Business Combination [Abstract]  
Acquisitions
4.
Acquisitions

Altamira Technologies Corporation

On January 14, 2026, the Company acquired a 100% ownership interest in Altamira Technologies Corporation ("ATC"), a privately owned company, for approximately $340 million in cash and up to an additional $45 million in the event an earn out EBITDA target is exceeded. The Company borrowed $330.0 million under the Credit Agreement to fund the acquisition. Headquartered in McLean, Virginia, ATC enhances Parsons’ defense and intelligence portfolio by delivering advanced analytics, signals intelligence (SIGINT), cyber, missile warning, and space capabilities, complementing the Company’s strengths in all‑domain technology integration and Indo‑Pacific operations, and expanding with intelligence community (IC) customers. In connection with this acquisition, the Company recognized $5.0 million of acquisition-related expenses in “Selling, general and administrative expense” in the consolidated statements of income for the three months ended March 31, 2026, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition.

The Company agreed to pay the selling shareholders up to an additional $45 million in the event an earn out EBITDA target is exceeded during the fiscal year ended December 31, 2026. In the event that the 2026 EBITDA is less than target, the earn out payment shall be zero. The fair value of the earn out (contingent consideration in the table below) was calculated using a Black-Scholes model. See "Note 16—Fair Value" for further information on how the fair value of contingent consideration is determined.

The following table summarizes the acquisition date fair value of the purchase consideration transferred (in thousands):

 

 

 

Amount

 

Cash paid at closing

 

$

340,395

 

Fair value of contingent consideration to be achieved

 

 

11,387

 

Post closing adjustment

 

 

(2,234

)

Total purchase price

 

$

349,548

 

 

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

 

 

 

Amount

 

Cash and cash equivalents

 

$

6,918

 

Accounts receivable

 

 

20,443

 

Contract assets

 

 

12,066

 

Right of use assets, operating leases

 

 

20,927

 

Prepaid expenses and other current assets

 

 

300

 

Income taxes receivable

 

 

435

 

Property and Equipment

 

 

3,556

 

Goodwill

 

 

237,473

 

Intangible assets

 

 

105,800

 

Other noncurrent assets

 

 

178

 

Accounts payable

 

 

(3,886

)

Short-term lease liabilities, operating leases

 

 

(1,989

)

Accrued expenses and other current liabilities

 

 

(7,344

)

Income taxes payable

 

 

(1,073

)

Contract liabilities

 

 

(1,200

)

Long-term lease liabilities, operating leases

 

 

(18,937

)

Deferred tax liabilities, net

 

 

(23,207

)

Other long-term liabilities

 

 

(912

)

Net assets acquired

 

$

349,548

 

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

 

 

 

Gross
Carrying
Amount

 

 

Amortization
Period

 

 

 

 

 

(in years)

Customer relationships

 

$

85,300

 

 

15

Backlog

 

 

16,400

 

 

1

Trade name

 

 

3,900

 

 

2

Non-compete agreements

 

 

200

 

 

3

Amortization expense of $6.0 million related to these intangible assets was recorded for the three months ended March 31, 2026. The entire value of goodwill was assigned to the Federal Solutions reporting unit and represents synergies expected to be realized from this business combination. $2.2 million of goodwill is deductible for tax purposes.

The amount of revenue generated by ATC and included within consolidated revenue is $39.8 million for the three months ended March 31, 2026. 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.

The Company is still in the process of finalizing its valuation of the assets and liabilities acquired.

Supplemental Pro Forma Information (Unaudited)

Supplemental information of unaudited pro forma operating results assuming the ATC acquisition had been consummated as of the beginning of fiscal year 2025 (in thousands) is as follows:

 

 

 

Three Months Ended

 

 

 

March 31, 2026

 

 

March 31, 2025

 

Pro forma Revenue

 

$

1,497,153

 

 

$

1,589,396

 

Pro forma Net Income including noncontrolling interests

 

 

71,799

 

 

 

71,228

 

The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflects the pro forma impact of additional amortization related to the fair value of acquired

intangible assets, the pro forma impact of interest expense on acquired debt, and the pro forma impact of reflecting acquisition costs, which consisted of legal, advisory and due diligence fees and expenses which are reflected in the earliest period presented. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been consummated during the periods for which pro forma information is presented.

Applied Sciences Consulting, Inc.

On October 1, 2025, the Company acquired a 100% ownership interest in Applied Sciences Consulting, Inc. ("ASC"), a privately owned company, for $28.2 million from cash on hand. ASC specializes in water and stormwater solutions for cities, counties, and water management districts across the state of Florida. ASC enhances our ability to partner with Florida communities on delivering innovative solutions for their resiliency challenges, while expanding those capabilities to new and existing clients around the world. In connection with this acquisition, the Company recognized $0.5 million of acquisition-related expenses in “Selling, general and administrative expense” in the consolidated statements of income for the year ended December 31, 2025, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition.

The following table summarizes the acquisition date fair value of the purchase consideration transferred (in thousands):

 

 

Amount

 

Cash and cash equivalents

 

$

1,422

 

Accounts receivable

 

 

1,210

 

Right of use assets, operating leases

 

 

586

 

Property and Equipment

 

 

140

 

Goodwill

 

 

21,852

 

Intangible assets

 

 

4,590

 

Accounts payable

 

 

(557

)

Short-term lease liabilities, operating leases

 

 

(107

)

Accrued expenses and other current liabilities

 

 

(398

)

Long-term lease liabilities, operating leases

 

 

(511

)

Net assets acquired

 

$

28,227

 

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

 

 

 

Gross
Carrying
Amount

 

 

Amortization
Period

 

 

 

 

 

(in years)

Backlog

 

$

2,460

 

 

3

Customer relationships

 

 

1,840

 

 

3

Non-compete agreements

 

 

220

 

 

3

Trade name

 

 

70

 

 

1

Amortization expense of $0.4 million related to these intangible assets was recorded for the three months ended March 31, 2026. The entire value of goodwill was assigned to the Critical Infrastructure reporting unit and represents synergies expected to be realized from this business combination. The entire value of goodwill is deductible for tax purposes.

The amount of revenue generated by ASC and included within consolidated revenue is $2.4 million for the three months ended March 31, 2026. 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.

The Company is still in the process of finalizing its valuation of the assets and liabilities acquired.

Supplemental Pro Forma Information (Unaudited)

Supplemental information of unaudited pro forma operating results assuming the ASC acquisition had been consummated as of the beginning of fiscal year 2024 (in thousands) is as follows:

 

 

Three Months Ended

 

 

March 31, 2025

 

Pro forma Revenue

$

1,556,243

 

Pro forma Net Income including noncontrolling interests

 

82,101

 

The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets, and the pro forma impact of reflecting acquisition costs, which consisted of legal, advisory and due diligence fees and expenses which are reflected in the earliest period presented. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been consummated during the periods for which pro forma information is presented.

Chesapeake Technology International, Corp

On June 30, 2025, the Company acquired a 100% ownership interest in Chesapeake Technology International, Corp ("CTI"), a privately owned company, for $91.5 million from cash on hand. CTI brings extensive capabilities as an all-domain technology solutions provider, powered by cutting-edge products that enhance the warfighters’ ability to sense, evaluate and deliver effects within the invisible battlespaces. CTI enhances our mission-ready solutions for the Department of War. In connection with this acquisition, the Company recognized $2.2 million of acquisition-related expenses in “Selling, general and administrative expense” in the consolidated statements of income for the year ended December 31, 2025, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition.

The following table summarizes the acquisition date fair value of the purchase consideration transferred (in thousands):

 

 

 

Amount

 

Cash and cash equivalents

 

$

4,769

 

Accounts receivable

 

 

28,145

 

Contract assets

 

 

4,256

 

Inventory

 

 

169

 

Right of use assets, operating leases

 

 

2,310

 

Prepaid expenses and other current assets

 

 

498

 

Property and Equipment

 

 

1,029

 

Goodwill

 

 

57,468

 

Intangible assets

 

 

34,820

 

Other noncurrent assets

 

 

3,173

 

Accounts payable

 

 

(17,818

)

Short-term lease liabilities, operating leases

 

 

(143

)

Accrued expenses and other current liabilities

 

 

(7,471

)

Contract liabilities

 

 

(8,079

)

Deferred income taxes

 

 

(5,446

)

Long-term lease liabilities, operating leases

 

 

(2,167

)

Other long-term liabilities

 

 

(3,979

)

Net assets acquired

 

$

91,534

 

 

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

 

 

 

Gross
Carrying
Amount

 

 

Amortization
Period

 

 

 

 

 

(in years)

Customer relationships

 

$

20,690

 

 

15

Backlog

 

 

8,010

 

 

5

Developed technologies

 

 

3,000

 

 

3

Non-compete agreements

 

 

2,460

 

 

3

Trade name

 

$

660

 

 

1

 

Amortization expense of $1.4 million related to these intangible assets was recorded for the three months ended March 31, 2026. The entire value of goodwill was assigned to the Federal Solutions reporting unit and represents synergies expected to be realized from this business combination. $8.8 million of goodwill is deductible for tax purposes.

The amount of revenue generated by CTI and included within consolidated revenue is $17.7 million for the year ended March 31, 2026. 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.

The Company is still in the process of finalizing its valuation of the assets and liabilities acquired.

Supplemental Pro Forma Information (Unaudited)

Supplemental information of unaudited pro forma operating results assuming the CTI acquisition had been consummated as of the beginning of fiscal year 2024 (in thousands) is as follows:

 

 

Three Months Ended

 

 

March 31, 2025

 

Pro forma Revenue

$

1,589,802

 

Pro forma Net Income including noncontrolling interests

 

81,518

 

The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets, and the pro forma impact of reflecting acquisition costs, which consisted of legal, advisory and due diligence fees and expenses which are reflected in the earliest period presented. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been consummated during the periods for which pro forma information is presented.

TRS Group, Inc.

On January 31, 2025, the Company acquired a 100% ownership interest in TRS Group, Inc. ("TRS"), a privately owned company, for $36.6 million from cash on hand (of which $3.8 million will be paid in July 2026). TRS is an environmental solutions firm that specializes in remediation technology. In connection with this acquisition, the Company recognized $0.5 million of acquisition-related expenses in “Selling, general and administrative expense” in the

consolidated statements of income for the year ended December 31, 2025, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition.

The following table summarizes the acquisition date fair value of the purchase consideration transferred (in thousands):

 

 

 

Amount

 

Cash and cash equivalents

 

$

2,054

 

Accounts receivable

 

 

3,390

 

Contract assets

 

 

2,277

 

Income taxes receivable

 

 

354

 

Prepaid expenses and other current assets

 

 

2,414

 

Property and Equipment

 

 

5,832

 

Goodwill

 

 

22,972

 

Intangible assets

 

 

6,100

 

Accounts payable

 

 

(1,095

)

Accrued expenses and other current liabilities

 

 

(3,270

)

Contract liabilities

 

 

(4,222

)

Short-term lease liabilities, operating leases

 

 

(116

)

Long-term lease liabilities, operating leases

 

 

(124

)

Net assets acquired

 

$

36,566

 

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

 

 

 

Gross
Carrying
Amount

 

 

Amortization
Period

 

 

 

 

 

(in years)

Backlog

 

$

1,900

 

 

3

Developed technologies

 

 

3,900

 

 

5

Trade name

 

$

300

 

 

1

Amortization expense of $0.4 million and $0.2 million related to these intangible assets was recorded for the three months ended March 31, 2026 and March 31, 2025, respectively. The entire value of goodwill was assigned to the Critical Infrastructure reporting unit and represents synergies expected to be realized from this business combination. The entire value of goodwill is deductible for tax purposes.

The amount of revenue generated by TRS and included within consolidated revenue is $4.1 million for the three months ended March 31, 2025. 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 TRS acquisition had been consummated as of the beginning of fiscal year 2024 (in thousands) is as follows:

 

 

Three Months Ended

 

 

March 31, 2025

 

Pro forma Revenue

$

1,556,383

 

Pro forma Net Income including noncontrolling interests

 

82,047

 

The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets, and the pro forma impact of reflecting acquisition costs, which consisted of legal, advisory and due diligence fees and expenses which are reflected in the earliest period presented. This supplemental pro forma information

has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been consummated during the periods for which pro forma information is presented.