Company enters into agreement to acquire QRC Technologies; Expands product portfolio for the SOCOM, IC and International markets
CENTREVILLE, VA (July 22, 2019) – Parsons Corporation (NYSE:PSN) announced today that it has entered into an agreement to acquire QRC, LLC (“QRC Technologies” or “QRC”), from private equity firm DC Capital Partners, for $215 million in cash, increasing its product market offerings in the radio frequency environment and signals intelligence market. The strategic acquisition is Parsons’ first as a public company and its third acquisition in the past 14 months. Parsons plans to leverage its existing artificial intelligence and data analytics core competencies to further differentiate QRC’s product portfolio and expedite actionable intelligence for its customers.
The transaction is consistent with the company’s transformation strategy of acquiring high-growth, defense and intelligence technology companies with hardware and intellectual property that enhance its technology and transactional revenue growth and margin profile.
“Bringing QRC into the Parsons family complements our existing portfolio, increases our presence in the high-growth markets of spectrum awareness and surveillance, adds critical intellectual property that complements and expands our available capabilities for the Special Operations and Intelligence Communities,” said Chuck Harrington, Parsons’ Chairman and CEO. “Our expansion into military hardware will provide significant value for both our shareholders and customers across federal solutions and critical infrastructure.”
QRC is an agile, disruptive product company headquartered in Fredericksburg, Va., that specializes in radio frequency spectrum survey, record and playback; signals intelligence; and electronic warfare missions for the U.S. Special Operations Command, U.S. Intelligence Community, U.S. Navy, U.S. Marine Corps and international customers.
“We are excited to join the Parsons team and look forward to accelerating their strategy, leveraging existing protocols, reaching additional customers, and getting products to new markets and customers faster,” said Larry Swift, QRC Technologies’ CEO. “Parsons brings scale to QRC, including increased investments, expanded pipelines, existing protocols, and additional business development resources which will result in additional speed and value to our current and future customers.”
The transaction is valued at approximately $185 million, including the net present value of a $30 million transaction-related tax benefit. For 2020, QRC is expected to generate approximately $56 million in revenue and $18 million in EBITDA before considering any revenue or cost synergies. The transaction is expected to be accretive to 2020 earnings per share, excluding one-time transaction costs. Parsons was advised by Goldman Sachs & Co LLC and Latham & Watkins LLP. QRC was advised by Arnold & Porter Kaye Scholer LLP.
Parsons (NYSE:PSN) is a leading disruptive technology provider for the future of global defense, intelligence and critical infrastructure across cybersecurity and intelligence, missile defense, space, connected communities and physical infrastructure. Please visit parsons.com and follow us on LinkedIn and Twitter to learn how we’re making an impact.
Non-GAAP Financial Measures
In this press release, Parsons has included certain non-GAAP financial measures as defined in Regulation G promulgated under the Securities Exchange Act of 1934, as amended. The non-GAAP financial measure included is this release is QRC’s expected EBITDA in 2020. Reconciliation of QRC’s expected 2020 EBITDA is not available without unreasonable efforts because Parsons cannot predict with sufficient certainty all the components required to provide such reconciliation, including with respect to the costs and charges relating to transaction and integration expenses, restructuring and integration to be incurred in 2020 and subsequent periods. Parsons provides non-GAAP financial measures to supplement U.S. GAAP measures, as they provide additional insight into Parsons’ and QRC’s financial results. However, non-GAAP measures have limitations as analytical tools and should not be considered in isolation and are not in accordance, or a substitute for, U.S. GAAP. In addition, other companies may define non-GAAP measures differently, which limits the ability of investors to compare non-GAAP measures of Parsons and QRC to those used by peer companies.
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.
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