Parsons Corporation

Good day and thank you for standing by. Welcome to the Parsons Corporation's second quarter 2026 earnings conference call. At this time, all participants are in listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you will need to press star 1 1 on your telephone. You will then hear an automated message advising that your hand is raised. To withdraw your question, please press star 1 1 again. Please be advised that today's conference is being recorded. I will now hand the conference over to your first speaker today, David Spille, Vice President of Investor Relations. Please go ahead.

Thank you. Good morning and thank you for joining us today to discuss our second quarter 2026 financial results. Please note that we provided presentation slides on the Investor Relations section of our website. On the call with me today are Carey Smith, Chair, President and CEO, and Matt Ofilos, CFO. Today, Carey will discuss our corporate strategy and operational highlights, and then Matt will provide an overview of our second quarter financial results, as well as a review of our 2026 guidance. We then will close with a question and answer session. Management may also make forward-looking statements during the call regarding future events, anticipated future trends, and the anticipated future performance of the company. We caution you that such statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Actual results may differ materially from those projected in the forward-looking statements due to a variety of factors, including the risk factors described in our Form 10-K for fiscal year ended December 31, 2025 and other SEC filings. Please also refer to our earnings press release and presentation slides for additional forward-looking statement disclosures. We do not undertake any obligation to update forward-looking statements. Management will also make reference to non-GAAP financial measures during this call, We remind you that these non-GAAP financial measures are not a substitute for the comparable GAAP measures. Please refer to the earnings press release and presentation slides for reconciliation of the non-GAAP financial measures. In addition, for the second quarter of 2026, management is presenting certain financial measures on a normalized basis to exclude the effect of certain portfolio shaping actions in a joint venture charge. Normalized financial measures are also not non-GAAP financial measures. and their earnings press release and presentation slides include reconciliations to the customary GAAP or non-GAAP presentation as applicable. And now we'll turn the call over to Carey.

Thank you, Dave. Good morning. Welcome to Persons' second quarter 2026 earnings call. During the second quarter, Persons demonstrated the robust demand for integrated solutions, discipline of our strategy, and the profitability and resilience in our core business and what remains a dynamic macro environment for both the U.S. federal government and the Middle East region. Both segments continue to post strong book-to-bill ratios and win strategic awards, with federal solutions bookings up 51% year-over-year. On a normalized basis, our core business delivered profitable organic growth in line with our expectations and strong adjusted EBITDA, particularly in critical infrastructure. The Middle East business maintained excellent performance with book to bill exceeding 1.0 times and 10% organic revenue growth, illustrating our strong alignment to regional spending priorities throughout the ongoing conflict. While we experienced strong demand for our high value offerings, we also took decisive actions related to projects that do not align with our strict profitability and risk criteria. Since our 2019 IPO, We've been focused on acquiring businesses that expand our capabilities and customer base while exiting those that do not support growth. These disciplined decisions strengthen our company for the long term. This quarter, adjusted EBITDA was impacted by $118 million of non-recurring events, including a $77 million charge on a remote contract and $41 million related to an extraordinary weather event and schedule delays. In our federal solutions segment, we took portfolio shaping actions to focus on profitable, sustainable growth. This resulted in $19 million gain from selling two advisory contracts and $77 million loss on two non-strategic remote contracts that are held for sale. The advisory contracts in our federal solutions segment, known as CETA, systems engineering and technical assistance contracts, provide independent advice to the government. This work created a potential organizational conflict of interest with our growing development work for an intelligence community customer. By divesting these contracts, we've enhanced our ability to focus on delivering critical national security space ground solutions at substantially higher margins. This is a clear case of exiting good work to win better work and our continued high value solutions evolution. We made the deliberate decision to exit two federal solutions programs in a remote location that no longer fit our risk profile. These programs face staffing and supply change challenges at increased costs and continuing to perform them would have required extensive subcontracting and disproportionate management attention. With a signed letter of intent in place and the customer indicating a willingness to support Novation subject to the customary approval process, We believe this action meaningfully reduces our exposure with the financial impact appropriately reflected in our current results. We expect to close in Q3 2026. This lets us focus our resources on higher growth, more profitable areas of the business. We continually review the performance of all our programs with a focus on execution, opportunities, risks, and financial results. These two contracts are not indicative of our consistently strong operational performance and high-value solutions portfolio in federal solutions. In addition to these portfolio actions, we recorded a $41 million charge in critical infrastructure on a joint venture project following an extraordinary weather event that disrupted productivity and schedule performance. In June, the region experienced historic rainfall at the highest level in over a century. These very unusual conditions and program delays reduced productivity and increased the cost to complete the project. Our team acted swiftly and responsibly by adding labor, equipment, and subcontractor resources to keep the program on schedule and meet our customer commitments. We've updated our estimate to complete, and that revised view is reflected in this quarter's results, and the program is expected to be 90% complete at year end. Importantly, Parsons is a non-managing partner in this joint venture, and since 2019, we have not pursued similar consortium projects. Matt and I will present today's financial results on a normalized basis without the portfolio actions in charge to provide a clear view of our core business performance. The reconciled financials are included in the PowerPoint presentation. In the second quarter, in line with expectations, total revenue rose 8% and organic revenue increased 3% excluding the confidential contract. Federal solutions grew by 11% and critical infrastructure by 5%. We delivered an adjusted EBITDA margin of 10.1%, powered by an 11.9% margin in critical infrastructure. This continued improvement in critical infrastructure margins underscores the strength of the backlog in new business as we deliver growth with favorable business mix. The 70 basis point margin increase builds on last year's 40 basis points. Bookings were outstanding across both segments this quarter with contract awards of 24% year-over-year resulting in an overall book-to-bill ratio of 1.2 times. Federal Solutions bookings increased by a robust 51% year-over-year delivering a 1.3 book-to-bill ratio. Critical infrastructure achieved 1.1 times representing the 23rd consecutive quarter at or above 1.0 times demonstrating sustained demand in the Middle East remained strong with a 1.1 times book to bill. Bookings in the first half of 2026 were very strong with federal solutions up 45% and book to bill ratios of 1.3 times for both Parsons and federal solutions and 1.2 times for critical infrastructure. This provides a solid foundation for accelerating growth in the second half of this year and demonstrates the strength and differentiation of our portfolio. The work we're winning is strategically important in well-funded areas. This quarter, persons won five contracts exceeding $100 million, including two for new work. For the first six months of 2026, we've won nine contracts over $100 million compared to seven in the first half of 2025 and five in the first half of 2024. Our technology leadership is a decisive competitive advantage in securing large-scale programs. Four of our $500 million wins this quarter incorporated artificial intelligence, a key differentiator for Parsons. In the last three quarters, we secured 13 contracts over $100 million with 10 involving advanced AI. With over 20 years in operational AI, we apply its areas including autonomous cyber, counter unmanned aircraft systems, electronic warfare, and smart mobility, supporting revenue growth and margin expansion. Our marquee wins this quarter underscore our strategic positioning and technology leadership. We received a two-year $514 million option under the Missile Defense Agency's Technical Engineering Advisory and Management Support Systems Engineering Contract, continuing our four decade partnership with MDA. The contract covers advanced engineering for the Integrated Missile Defense System, including work on Golden Dome, which contributes to additional growth. We booked $195 million during the second quarter. We secured $400 million in contract awards through two other transaction agreements, each with a three-year period of performance. These new OTAs reflect demand for our mission-critical defense and intelligence solutions and confidence in our ability to rapidly deliver. We booked $125 million on these contracts during the quarter. We were awarded a five-year, $245 million single award IDIQ contract from the United States Naval Research Laboratory with both repeat and new work. Under this contract, Parsons will enhance mission-critical software and cybersecurity for space and ground systems, and we booked $71 million on this contract during the second quarter. We were awarded a seven-year single-award IDIQ contract with a ceiling value of $184 million to support the Department of Navy's Intelligence Carry-On Program. This contract represents new work and supports rapid delivery of innovative capabilities to enhance speed and agility for the warfighter. We booked $26 million on this contract during the second quarter. We were awarded a $161 million contract to continue serving is the main construction manager for the Canadian Giant Mine Room Mediation Program. We booked the full amount of this contract during the second quarter. In the first quarter, we booked $250 million on the Joint Cyber Hunt Kit. This quarter, Cyber Command expressed their intent to increase the Joint Cyber Hunt Kit, or JCHK, contract selling to $750 million. This is a testament to our ability to deliver advanced deployable solutions at scale. Our effective M&A strategy has enabled us to win larger and more profitable programs across both segments, and I'd like to highlight a few recent examples. JCHK brought together person cyber operations experience with ceiling text advanced edge computing capabilities, including Agenic AI. Sealing Tech also played a role in securing the $184 million Navy Intelligence win this quarter. Similarly, the $400 million in OTA wins were led by Chesapeake Technologies. Black Signal enhanced Parsons classified capabilities, making us an approved contractor with greater access to highly classified projects and secure networks. The biometrics capabilities from Maxotor enabled the $392 million classified win we announced in the fourth quarter. We're capitalizing on all the mirror synergies in signals intelligence, space and missile defense, and foreign military equipment analysis. Recent critical infrastructure acquisition strengthened our transportation and water market position and expanded our customer presence. As a preferred supplier, we continue to buy differentiated companies to produce new integrated solutions for our customers. Alongside securing new strategic contracts, our acquisitions and internal investments have established a robust portfolio of mission-focused products. Today, products account for 10% of our federal business, and with their rapid growth, they're expected to bolster our bottom-line results. We offer both hardware and software products directly to customers or as components within broader company solutions. Parsons national security products and solutions provide operational advantage in cyber operations, electronic warfare, and tested environments and include the joint cyber hunt kit and T-REX threat emulation tools. We protect critical infrastructure, public venues, and transportation using advanced security and identity management. Drone Armor counters unmanned aircraft systems. Ares Next and Javelin deliver biometric identity management, and the Tactical Awareness Kit improves situational awareness for major recent sporting events. Our Orbit Exchange and GoCast space products enable resilient satellite operations. The INET Advanced Traffic Management Platform helps global transportation agencies enhance mobility, safety, and efficiency. Throughout our product portfolio, we leverage artificial intelligence to automate operations, optimize efficiency, and create personalized user experiences for faster and better solutions. This quarter, we earned top three global rankings from Engineering News Record for program management, professional services, and program construction management for fee. And we won two American Council of Engineering Companies Engineering Excellence Awards. The Canadian Institute of Steel Construction awarded us for infrastructure and we were named a VETS index's five-star employer for our support of veterans. Looking forward, we are very confident in Parson's future with a strong and synergistic position in federal solutions and critical infrastructure segments. Within federal solutions, we are closely aligned with the administration's priorities and are quick to deliver the speed, Agility and Advanced Solutions the Department of War requires. We're encouraged by the ongoing bipartisan momentum to increase U.S. defense spending. For fiscal year 2027, the administration's proposed a $1.15 trillion base defense budget representing more than 28% increase over 2026. Importantly, the proposed FY27 budget is closely aligned with Parson's core strengths in missile defense, Cyber, Space, Counter-Amand Aircraft Systems, Electronic Warfare, Facilities Modernization, and Joint All-Domain Command and Control. Our purpose-built portfolio has differentiated capabilities that help safeguard our nation and stay ahead of evolving threats. Strong demand continues in our critical infrastructure segment across North America and the Middle East. In North America, our emphasis on hard infrastructure such as roads and highways, bridges, airports, rail and transit, and intelligent transportation systems matches bipartisan priorities and aligns with the proposed Surface Transportation Reauthorization Bill. Notably, as of May 2026, only 44% of the Infrastructure Investment and Jobs Act funds have been spent. The Build America 250 Act proposes $580 billion of stable funding with the largest bridge investment to date. Both bills increase formula funding to 90% and permitting reforms help states advance major infrastructure projects and ensure sustained demand. Our Middle East business performed well in the second quarter, exceeding expectations despite geopolitical issues and affirming our brand strength and leadership. EMEA saw 10% organic revenue growth A 1.1 times book to bill ratio and strong profitability. Opportunities remain robust due to ongoing investments in transportation, urban development, and infrastructure for major events. All areas that align well with our core strengths. We expect increased investments in counter UAS, cyber defense, integrated air and missile defense, The Middle East continues to be an attractive growth market with strong demand and a promising pipeline. Entering the second half of the year, We expect growth driven by our backlog of $9.3 billion of which 71% is funded, excellent book to bill ratios in both segments, strong win rates, and $11 billion of contract awards not yet booked. We are adjusting our fiscal year 26 guidance for the portfolio actions and timing related items which Matt will discuss. This quarter, Parsons secured major contracts and made strategic moves that strengthened our competitiveness and long-term growth and profitability. Our diverse portfolio spans six end markets with growth rates ranging from mid-single digits to greater than 10%. With strong leadership, a talented 21,000-person workforce, and an innovation-driven approach, we are well positioned for sustainable growth and shareholder value. With that backdrop, Matt will provide more details on our second quarter financial results. Matt?

Thank you, Carey, and good morning, everyone. The second quarter was highlighted by a strong underlying core business as we continue to focus on de-risking and stabilizing the portfolio to drive long-term growth and shareholder value. With book-to-bill ratios of greater than one times in both segments for the second straight quarter, revenue of $1.6 billion in line with expectations, Normalized adjusted EBITDA margin of greater than 10% for the second straight quarter and $9.3 billion of total backlog, we are well positioned to capitalize on favorable market conditions with tailwinds in both segments. Before turning to our results, I will provide clarifying details on the items we have excluded from our adjusted core operating performance to ensure full transparency. The portfolio shaping actions Carey described further strengthen our market position by expanding development work with the strategic intelligence community customer. Additionally, we will enhance our margin profile by exiting a business that no longer meets our risk and margin criteria. Related to portfolio shaping during the quarter, we recorded a $19 million gain from the divestiture of two CETA contracts and a $77 million loss on programs that are currently treated as held for sale as we have a signed letter of intent with the intended buyer. We do not anticipate material residual obligations beyond a customary transition period. Both actions are accretive to our go-forward organic growth and margin profile. Additionally, we recorded a $41 million charge related to a joint venture on a project that was affected by historic rainfalls in Q2. This charge reflects a full re-estimate of the cost to complete the project, including the additional labor, equipment, and subcontractor resources we deployed to keep the program on schedule. We believe this charge appropriately captures the impact and the program is expected to be 90% complete by the end of 2026. As a reminder, we have not pursued this type of consortium business since 2019. My discussion today will highlight our results on a normalized basis since we believe this approach offers a clearer picture of how our business is performing. You can find a complete reconciliation for both revenue and profitability in our PowerPoint presentation, which is available on our investor relations website. Turning to the details of our second quarter results, consistent with our expectations, total revenue grew 8% and 3% on an organic basis, excluding our confidential contract. These increases were driven by growth in our transportation and urban development markets. Highlights included strong growth on key contracts, including FAA, Air Base Air Defense, King Solomon International Airport, and CADIA. Total revenue, including the confidential contract, grew 1% from the prior year period, and was down 4% on an organic basis. SG&A expenses for the second quarter increased 3% from the prior year period, primarily driven by acquisitions. Strategic investments in both SG&A and CapEx remain focused on long-term growth and sustainable competitive differentiators. Normalized second quarter adjusted EBITDA of $161 million increased 8% from the prior year period and adjusted EBITDA margin expanded 70 basis points to 10.1%. These increases were driven by improved infrastructure margins and contributions from accretive acquisitions, building on the 40 basis points of expansion we delivered in the second quarter of 2025. I'll turn now to our operating segments, starting with critical infrastructure, where second quarter revenue grew by 5% year over year, led by organic growth of 4% and inorganic revenue contributions from our Applied Sciences acquisition. Organic growth was primarily driven by strong performance in the Middle East, where revenue grew 10% on an organic basis. Critical infrastructure adjusted EBITDA of $97 million increased 18% from the second quarter of 2025, and adjusted EBITDA margin expanded 140 basis points to 11.9%. These increases were driven by accretive growth in the Middle East, as well as improved mix in North America on higher Parson's labor contributions. Moving to our federal segment, where second quarter revenue increased 11% and 2% on an organic basis, excluding the confidential contract. These increases were driven by growth in our space and missile defense market and transportation markets and contributions from our acquisitions of Altamira and CTI. Total federal solutions revenue, including the confidential contract, decreased 3% from the prior year period and 12% on an organic basis. Federal solutions adjusted EBITDA of $64 million on a normalized basis declined 5% compared to the second quarter of 2025, with an adjusted EBITDA margin of 8.2%. The decrease was primarily driven by lower volume on the confidential contract and unfavorable mix as a result of higher materials and subcontractor efforts diluting margins. Looking ahead to the second half of 2026, federal margins are expected to expand to 9.4%, supported by increased product sales, revenue growth from accretive contracts, and contributions from acquisitions. Next, I'll discuss cash flow and balance sheet metrics. Our net DSO at the end of Q2 was 76 dates. The increase in DSO from the prior year period was primarily driven by lower volume on the confidential contract and timing of collections in the Middle East. During the second quarter of 2026, our operating cash flow was impacted by strategic supply chain investment. We proactively ordered memory and storage inventory for high margin, high demand products aligned with national security priorities to maintain critical schedule dates while delivering accretive margins. This working capital investment, together with the timing of customer payments, temporarily impacted our cash flow for this quarter. We expect this investment to generate revenue and cash in the coming quarters and benefit the second half results. Capital expenditures totaled $16 million in the second quarter of 2026. Looking ahead, we expect CapEx to increase in the second half as we deliver investments in classified facilities and achieve critical milestones related to enterprise systems upgrades to support Parsons' long-term growth and enhance efficiency across the business. CapEx remains well controlled and is anticipated to be approximately 1.5% of total revenue for 2026. Trailing 12-month free cash conversion was 74%. For the full year, we are reaffirming our conversion target of greater than 100%, reflecting our disciplined focus on collections. During the second quarter, we repurchased approximately 295,000 shares for a total of $15 million. Our capital allocation priorities remain unchanged, and our board recently increased our buyback authority. will continue to invest organically to further differentiate our capabilities, pursue accretive acquisitions that enhance our win rates and ability to capture large pursuits, and remain opportunistic with share repurchases. Turning next to bookings, in the second quarter, we secured $1.9 billion in contract awards, a 24% increase year-over-year, driving a strong enterprise book-to-bill ratio of 1.2 times. Through the first half of the year, the book-to-bill ratio was 1.3 times, supporting a favorable outlook as programs received funding and are scheduled to rent. On a trailing 12-month basis, our book-to-bill ratio stood at 1.1 times. Both segments had solid bookings for the quarter. Our critical infrastructure segment continues its impressive streak with its 23rd consecutive quarter at or above 1.0, with a book-to-bill ratio of 1.1, including strong performance in the Middle East, where we also achieved a 1.1 ratio. In federal solutions, contract awards increased 51% year over year. resulting in a book to bill ratio of 1.3 times. Our backlog at the end of the second quarter totaled $9.3 billion. Funded backlog of $6.6 billion increased 6% year over year. At the end of Q2, our funded backlog represented 71% of total backlog. Now let's turn to our outlook for the remainder of the year. We're updating our 2026 guidance based on first half results and their expectations for the balance of the year. This change is driven by the previously described divestitures Joint Venture Charge, and Timing. In fiscal year 2026, we now expect revenue in the range of $6.2 to $6.5 billion, adjusted EBITDA between $500 and $560 million, and operating cash flow ranges from $430 to $490 million. We are lowering the midpoint of revenue guidance by $300 million. To provide context related to the items impacting guidance, let me walk through the adjustments in three parts. $85 million was related to the planned divestitures, which will benefit long-term growth and margins. Second, the anticipated infrastructure ramp has been reduced by $125 million due to lower pass-through costs in North America and timing of new awards. While the lower pass-through has a negative effect on revenue, it benefits the critical infrastructure margins, which continue to deliver above 10% given strong labor growth at the mid to high single digits. Third, the remaining $90 million is impacted by federal contract timing to include a protest on a large new contract award and realized delays of funding on recent contract wins. Demand remains robust with strong book to bill ratios, win rates near 60% and improving margins. Our focus is on delivering solid financial results in the latter half of 2026 and building momentum going into 2027. Adjusted EBITDA and cash flow guidance have also been updated accordingly. adjusted EBITDA has been lowered to reflect the $118 million in charges, approximately $14 million on lower revenue volume, partially offset by $18 million of favorable margin trends, cost controls, and program performance across the portfolio. In total, adjusted EBITDA has been lowered by $115 million at the midpoint. Note that the $19 million gain related to the federal seeded divestiture benefits GAAP net income, but not adjusted EBITDA. Operating cash flow has been lowered by $40 million at the midpoint due to the impact of divestitures and revenue time. Our updated guidance ranges and key assumptions, including quarterly cadence and a breakdown of the revision, are detailed in our PowerPoint presentation on slides 16 through 18. In summary, we delivered strong, normalized financials in the quarter to include adjusted EBITDA margins, new contract awards, and backlog growth. We continue to deploy capital effectively by investing in organic growth initiatives and pursuing strategic acquisitions. These actions demonstrate our disciplined execution and we remain confident in our ability to achieve our 2026 guidance and create long-term value for our shareholders. With that, I'll turn the call back over to Carey.

In closing, this quarter demonstrates the continued strength and resilience of our business. We delivered solid results across our core business, including adjusted EBITDA margins, contract awards, and backlog, while making deliberate decisions that strengthen our portfolio for the long term. The actions we took this quarter define our company's discipline. We reshaped our portfolio to align with our long-term strategy and redirected resources toward higher margin, higher growth work. We resolved a conflict of interest to unlock greater opportunities and we absorbed the impact of an extraordinary weather event. These were deliberate decisions and we've applied the lessons learned directly and permanently. Since 2019, we have not pursued similar joint ventures. and we only accept work where we have clear control over execution. These are lasting changes to how we operate and they make Persons a stronger, more resilient company going forward. Persons is a business with powerful momentum. Demand for our solutions has never been stronger as evidenced by our strong backlog, a robust book to bill in both segments and a growing pipeline. These provide a solid foundation for accelerated growth in the second half of 2026 and build momentum for 2027 and beyond. As I look ahead, my confidence has never been higher. We are in the right markets at the right time with the right strategy and a talented team of over 21,000 people executing with discipline every day. We've strengthened our foundation, sharpened our focus and positioned Parsons to deliver sustained, profitable growth and lasting value for our shareholders. This year in 2027 and well beyond. With that, I'll turn the call over for questions. Thank you.

Thank you. As a reminder, to ask a question at this time, you will need to press star 1-1 on your telephone and wait for your name to be announced. To withdraw your question, simply press star 1-1 again. Please stand by while we compile the Q&A roster. Our first question in queue coming from the lineup Mariana Perez-Moore with Bank of America, Yolanda Nelson. Good morning, everyone.

Good morning, Mariana.

So my first question is on when I think about the underlying business that, as you mentioned, continues to have like strong demand, but also this, what was the trigger for you to make the decision to, I don't know, like stop the work on this like CETA work? or the remote contracts because I could imagine you have been seeing like headwinds from growth and margins for a while. What changed for you to make this decision?

Yeah, thanks, Brianna. So to your point, the core business is very healthy. The divestitures that we announced are going to improve both long-term quality and margins. They don't affect future earnings potential. The normalized margin was very strong excluding the charges at 10.2%. The bookings, the backlog, the funded opportunities we have also support future growth. And then I'd also say during the quarter we delivered normalized profitable revenue growth that was in line with our expectations. Middle East performance continues to be strong and our guidance changes primarily portfolio composition plus timing. So let me start with the CETA contract. We divested the CETA work because with the intelligence community and a particular customer, you have to either be a developer or a CETA contractor. And if you're in an advisory role, it can have a potential organizational conflict that will restrict our ability to pursue higher value development work. When you look at the opportunity that we have in the development side, It's over 8 to 10 times the opportunity we had on the CETA side. So we needed to make a decision which side we were going to play on. Particularly with the acquisition of Out of Mirror, this reinforces the strategic logic because of their very strong position with that intelligence community customer. So from a shareholder value standpoint, it's a favorable trade. We're giving up a modest amount of low margin revenue in exchange for access to a development opportunity that's eight to 10 times larger and has a stronger margin profile. On the second contract, these were contracts initially we thought that we could execute through self-performance, but over time, the operating environment got more challenging, particularly around staffing and supply chain, and we ran into some recent challenges with the Strader Hermes closure. The work's in a very remote location and a difficult one to perform work. So when these conditions evolved, we assessed the risk return profile of the work and concluded no longer met our standards for long-term value creation. We also put a new business unit leadership team in place earlier this year that's gone through and reviewed the detailed execution plan. And it was pretty clear to us that self-performing would require a disproportionate amount of management attention. We'd have to continue to subcontract. And the bottom line is it was an operating model that just does not align with our strategic priorities or our margin objectives. So the right decision was to pursue an exit. And the party that's assuming the work already has an established presence at the location, as well as resources and assets. So once again, it's the right thing for long-term shareholder value.

Thank you so much. And then going back to the underlying businesses versus some of these, I don't know, like businesses that are pruning out or just like dying, but also the help links that you just mentioned on the second half on the infrastructure in North America not ramping up that fast and funding on federal solutions also being slower than expected. How should we think about, and I know it's probably too early to talk 27 exactly, but like When we think like a year or two from here, how much of those headwinds should be over?

Yes, so we've been saying that we would be mid single digits or better looking forward. And we still expect that off of what we're going to deliver in 2026. From a margin perspective, we expect to deliver 10 to 20 basis points margin expansion. That's on top of 110 basis points of margin expansion we've had over the last two years.

Okay, thank you so much.

Thanks, Mariana. Thank you. Our next question, coming from the lineup, John Godden with Citi. Your line is now open.

Hey, guys. Thanks for taking my question. Obviously a little bit of a complicated quarter. I just wanted to kind of focus on this idea of core businesses being strong. It sounded like when you were bridging the guidance update, some of the delays in funding and timing mismatches are affecting the core business and weighing on EBITDA. So I was trying to just square that circle a bit and maybe revisit that bridge and make sure we kind of all understood what was going on there.

Yeah, let me start and then Matt will jump in. But the guidance revisions about portfolio composition and timing, it has nothing to do with demand. And a portion of the reduction reflects revenue associated with the contracts that I just discussed that we're going to invest. Those are, again, deliberate decisions to focus on the long-term quality of our portfolio, the margin profile, and management focus. The remaining reduction, which you're referring to, is largely timing related. We saw a protest on a large federal contract, which we were awarded $190 million contract over five years. So uncertain as to how long that protest will last. There have been some funding and award timing delays on recent wins. An example, I mentioned the intelligence carry-on program. That one, we've been slow to get funding from the customers as well as the other transaction agreements. And then we're taking a prudent view of infrastructure ramp up in the second half based on timing of some new business wins, which we had mentioned in the prior quarter that we're awaiting to receive award. I think what's important to note, since Q4, we've won 13 contracts over 100 million. Six of those are for entirely new work, and 11 of the 13, including all six for new work, are within the federal solution segment. But when you look at the federal environment, it still does remain choppy because of uneven timing with delays associated caused by budget uncertainty. If you look at whether it's the NDAA budget approval, reconciliation bill, the supplemental, potential CR, all those are kind of unknown actions. And then we're still waiting on the reconciliation funds to flow. They indicated that those funds would flow very strong between now and September. We've seen some uptick on FAA, which we're expecting to have very strong results for the year. as well as our team's contract, but we're still expecting more between now and November. There's also some procurement backlogs and workforce constraints within the federal government. So when you look at the underlying business, our bookings, our backlog, and our margin all reinforce confidence, and this is really a timing story, not a demand story. And the strength in the bookings is what gives us confidence for the second half of this year as well as 2027 and beyond.

Yeah, John, the only thing I would add to that is, as you mentioned, the revenue impact, you know, if you look at the adjustment to adjusted EBITDA, we're coming down about 115 at the midpoint with the charges in the quarter of about 118. That means we're overcoming 200-ish million dollars worth of revenue volume. So we're offsetting that with the outperform on EBITDA. So the underlying EBITDA performance is actually improving, particularly in the critical infrastructure area where about half of the revenue volume reduction within the quarter was related to pass-throughs, subject materials and ODCs, and those come at very low margins. So we've seen particularly strong margins within critical infrastructure, and so we've been able to overcome the impact of the revenue volume.

Okay, appreciate that color. Thank you for that. You know, after a quarter where there are some large charges, I think it's sort of natural for people to worry a little bit whether there's a pattern of charges. Obviously the nature of some of these events is that they're unpredictable and a surprise, but maybe you guys can comment and so forth. So, it's kind of like a one and done type situation as opposed to the beginning of risk factors that may continue.

Yeah, so let me start with the infrastructure program, the one that had the, faced the weather related issues. It was a historic once in a century weather event. This is an old program where we're a non-managing partner in a joint venture consortium. This contract's equity and earnings, there's no revenue impact. In 2019, we made the decision to no longer pursue similar joint venture consortiums like this program was bid under. We strategically changed to focus on design engineering and program management. So when you look at the quality of our portfolio and critical infrastructure, it's the best it's ever been. and I'll reiterate, this program is nearing completion. We're in our seventh year. It'll be 90% done at the end of this year. I think our strategy to revert back to program management and design subcontracts has been validated. We have five consecutive quarters or greater than 10% margins in critical infrastructure. Our book to bill has been greater than 1.0 times for 23 consecutive quarters. Win rates have remained greater than 60% for the past three years. and we've delivered strong profitable organic revenue growth. So I think that kind of answers that one. With respect to the federal one, that's an anomaly in our federal business. We have always had very strong operational performance within the federal business and that was a situation where we had aspired to expand in a geographic location and without kind of recognition of how difficult it was going to be to manage staffing and supply chain, we are no longer bidding work in that location.

Great. Great caller. Thank you so much.

Thank you. And ladies and gentlemen, due to time constraints, please limit yourself to only one question per person. Our next question in queue coming from the lineup, Sheila Cayango, Jeffrey Cialanis-Malvin.

Great. Thank you, guys. Thanks, Carey. Thanks, Matt. Maybe just on, I understand the CI contract issue now with the JV structure. Maybe going back to the federal solution, $77 million write-down. I guess, what resulted in that write-down, given it's a third of your full-year EBIT, essentially? And at what point did you think about divesting the seat of businesses? and is there any other CETA business left in the portfolio? Thank you.

Yes, so let me start with the CETA one. We are continually looking at our portfolio for divestitures and exits. I mean, we've exited base operations support a couple years ago in our federal business. We've exited hard bid construction in our critical infrastructure business and reverted back to program management and design subcontracting. We're no longer bidding consortium models. So I'd say in the federal, CETA is an area that we're always looking at. With respect to this intelligence community customer, we now, with the Altamira acquisition, have prime contracts there. Previously, we were largely a subcontractor, and we looked at the addressable market for persons at a time where that customer needs very fast, innovative solutions, and we think we're the best company to provide it. So when you have an addressable market that's eight to 10 times larger and we quite frankly are generally a developer contractor. It just makes sense. I would say the largest kind of remaining CEEDAR program that we have would be the Missile Defense HC Teams contract. And relative to that contract, it's important. We've done it for four decades. It's a critical diver for Golden Dome, both the work we're doing on systems engineering as well as our facilities lifecycle management work and as well as our test work and we see substantial growth. So with the Missile Defense Agency, we've made a conscious decision that we are going to stay on the CEDA side of the house. But you have to do that on a case-by-case basis with each customer. Relative to the remote contract, this quarter I would say we really reassessed where we were. We looked at the amount of management time and attention it was taking. and we thought about the customer's interest and needs as well and there was really another company that was already there that was better equipped to perform that work and with kind of some of the recent issues with supply chain holdups with Strader Hormuz, we just felt it was the right time to divest that business and exit it for the long term strength of the business and also to expand our margin profiles over the long term.

Thank you. Our next question in queue, coming from the lineup, Gavin Parsons with UPS, Yolanda Smallman.

Thank you. Morning. Morning, Gavin. Two-parter. First, just can you help us bridge the second half revenue step-up versus the first half? And then second question, bookings have been pretty strong for a while, but you've had to cut revenue guide a couple times in the last year or two. I mean, I appreciate timing is unpredictable. You know, protests happen frequently. Funding timing has been wacky under this administration. I mean, how do you think about guidance so that we can be sure that this kind of is appropriately contemplated that risk?

Yeah, I'll start with the bookings and then Matt will take the bridge to second half revenue. The bookings, to your point, really tell you about demand and the demand is very strong when you look at 23 consecutive quarters greater than 101 critical infrastructure. and the very strong federal bookings that we've posted up 51%. The guidance really reflects the pace at which it's gonna convert within a specific window. I would say within federal, that's been affected by the protests, number one, because we can't predict timing on how long a protest's gonna last. And then the uncertainty of federal timing on jobs that we've already won. What we're seeing, it's difficult right now for some of the contracting offices to get federal funding throwing, in particular GSA. In critical infrastructure, it's strictly timing of large jobs. When you look at a couple years ago, we won these multi-billion dollar jobs, whether it was Georgia State Route 400, Hawaii Rail and Transit, Newark Air Train, and those work had peaked as we went throughout this year and last year. Those multi-billion dollar jobs are timing related because they only come up periodically. So we've got several in the second half of this year that we're looking forward to winning. but we're just being prudent in guidance relative to timing on those large jobs.

I would just add, Gavin, the second half growth, if you look sequentially Q2 to Q3, about 3% sequential growth and then just up a little bit, about $20 million from Q3 to Q4 at the midpoint. So it's kind of a mix of seasonality plus new business. So on the seasonality side, it's really timing on the mine jobs up in Canada. So as you come out of the winter season, you have a stronger second half traditionally On kind of the new business side, you think about programs like NAMO, King Salmon International Airport, some additional scope within CADIA, a lot of programs we talked about previously. Those are all ramping. And then a little bit on the OTAs as well. We essentially did minimal revenue on those OTAs in the first half that were recently won, and so those have to ramp up. as we bring new work to those in the second half of the year. So it's a mix of kind of seasonality plus new business, but high confidence in that, you know, $55 million, kind of 3% sequential from Q2 to Q3, and then up just a little bit in Q4.

Thanks for the detail.

Thank you.

Thank you. Our next question, coming from the line-off, Andrew Whitman with Bayer, D'Alenis Nelson.

Great. Thanks for taking my questions. I guess maybe I wanted to ask to start with maybe on cash flow here. So maybe, Matt, you can just help us understand. I heard you reiterate the kind of cash flow targets for the year, and that's great. But in terms of the inventory pull through on the memory and other things that I think you articulated, if you had to quantify that, can you just help us understand that? And I also just noticed here in the first half of the year that your contract assets are up like $158 million. Contract liabilities are about flat. So you're getting paid or just wondering like when that reverses, like when is that or what's driving that and when that reverses? Just trying to get a better sense of kind of the cash flows here so far year to date.

Yeah, so to your point, Andy, the biggest, I'd say the strategic investment was, you know, as we get into production on joint solder hot kit and other products, everybody's heard the stories around chips and memory and things. And so that's a major challenge for everybody. And so in order to achieve committed delivery dates as we enter production on this contract, it was prudent for us to invest ahead of schedule. and so that was probably 30-ish million dollars in Q2, so the majority of the kind of downward pressure on cash flow within Q2. To your point on kind of the net investment balances, we're seeing an uptick a bit on Middle East. I mentioned in my script, Middle East has been a little bit slower to pay throughout the first half. I've gone directly to customers along with our president over there who is, it's really systems related. So they have some new cash systems that they've implemented that are delaying some payments. We saw some really strong cash payments at the start of Q3. and so all in all we see you know if you look the second half is about 350 million dollars worth of cash so we have a clear line of sight to deliver on that in the second half as these things kind of normalize and then on the federal side and I would say we have some milestones and deliveries within federal that will generate you know call it 50 million dollars worth of cash in the second half as well.

Thank you. Our next question coming from the line of Jonathan Sigman with Stifel, your line is now open.

Good morning, thanks for taking my question. Just to follow up on some of the earlier questions, does the portfolio still have additional non-managing partner programs that we should be aware of? I understand you're not taking any new ones, but are there still additional carryover ones that we should keep in mind could be unattractive business in the long run?

Yes, so there are three where we're the non-managing partner. One of those will wrap up as we go into 2027. The other two, including the weather-related contract, those wrap up in early 28 for one of them and mid-28 for the other one. And again, these were all contracts we pursued and won back in the 2019 and 2020 timeframe. The other two, by the way, are performing well and have executed very well.

Yeah, just to add, John, we've talked previously about kind of legacy programs. The majority of the, I would say, high-risk joint venture structures were in those legacy programs that are essentially incomplete and were just in the final negotiations on change orders and things. So, to Carey's point, significantly de-risked from where we were a few years back.

Thank you. Our next question coming from the line of Gautam Khanna with TD Cowen. Yolanda is now open.

Hey, good morning. I was wondering, Matt, maybe if you could just articulate very clearly the $300 million reduction in sales guidance. Could you quantify the various buckets? Because I heard a number of things from pass throughs to all the issues you raised. Could you just walk through explicitly how much was passed through, how much was contract divestments, et cetera, et cetera? Just so I can bridge it.

Happy to do that. So $300 million reduction in revenue guide, $85 million was related to the divest. So that leaves about 215 of reduction. in infrastructure it's about 125 million which you can see in in the table that we have on slide 18 of the of the powerpoint but 215 million dollars total spread of 125 for critical infrastructure and 90 for federal of the 125 call it 50 to 60 of that is pass-through revenues so we've seen lower pass-throughs through the first half of the year of about 25 million so we've extended that to the end of the year so call it 50 to 60 of lower pass-through, which to my point in the script, as Carey's very little EBIT does, it actually benefits the margins in critical infrastructure. The rest is, as Carey mentioned, kind of timing on new business. And so if we get some favorable outcomes over the next couple months, hopefully we'll see some favorable new business there. But we'll wait and see on those just because of timing has been a little bit more unpredictable. When I look at the federal side, if you use, you know, I guess $90 million of Delta. $90 million, about $20 million of that, so a quarter of it is protest. And then the rest has been timing of IDIQ and task orders and funding, I would say, to summarize.

On work that we've won.

On work that's already in backlog to be executed.

Thank you. Our next question, coming from the line of Matt Akers with BNP Paribas. Your line is now open.

Hey, good morning, guys. Thanks for the question. Good morning, Matt. I was wondering if you could talk a little bit more just about what you're seeing in the Middle East right now. It sounds like demand is holding up, but just curious if you're hearing anything different from your customers as the conflict in that region goes on.

Yeah, thanks, Matt. So our first concern in the Middle East is safety and security of our 7,500 employees in the region, and they are all very safe. In fact, when I talk to them every day, it's pretty much business as usual, which is good. As you can see, we haven't seen any slowdown in contract awards reflected by our 1.1 times booked a bill. We also haven't had any force majeure or insurance claims. It's important to note when you look at the MEO profile, no program represents more than 1.6% of revenue. and we have 20% of the Middle East is in backlog. Our average contract duration runs about five years and 49% of the revenue is tied to long-term frameworks and 80% of our MIA business tied to long-term sustainable programs. So what we're seeing still is a focus on the sectors that we participate in. The Public Investment Fund during the conflict just came out with a new strategic profile that runs from 2026 to 2030. It's focused on tourism, travel, and entertainment, urban development, advanced manufacturing and innovation, industrials and logistics, clean energy, water, renewables, and neon. And we happen to participate in every single one of those areas. Then when you look at post-conflict, and I'd even say those discussions are starting now, we plan to expand and prioritize areas like how can they have an integrated air and missile defense system in the past They've typically bought products without looking at a system of systems approach. They're more interested now in border security. We've won a contract, our first border security contract over there. They would like to focus on counter unmanned air systems. Critical infrastructure protection, how do you protect water, utility, and data centers from attacks? So we're leveraging, for example, we've got a lot of water clients, utility clients. We've got 12 data center clients. So we're working with those customers to kind of get started on how we would master plan the security of those. And it'll come in two full. One will be kind of an active system, like a counter unmanned air system. The other one will be like a passive system where you look at how are you going to secure and harden various assets. And then you look at longer term, we're kind of excited about the rebuild opportunity, which we think has a total addressable market that ranges from $800 billion to $1 trillion. and then out of that total addressable market, we think our addressable market is about 5 billion to 10 billion per year. There's obviously uncertainty relative to geopolitical tensions, timing and unknowns, but that's currently how we're looking at it with the biggest opportunity being in Syria, which is going to range from about 250 to 400 billion and Ukraine, which is about 500 billion over 10 years.

Thank you. Our next question. Thanks, Beth. coming from the lineup, Toby Sommer with Truist, Yolanda Snellopin.

Thank you.

I was wondering if you could comment on what your expectations are for contract mix changing between cost plus T&M and fixed price over the medium term with customers looking at cost plus contracts to see what can be converted and the detail that you provided around OTAs.

Yes, so today we're at about 55% fixed price time and material, 45% reimbursable. We're higher on reimbursable within the federal business, and then the critical infrastructure business is higher on fixed price time and material. I'd say it's going to stay pretty consistent, and the reasons are critical infrastructure has kind of always been about 75% fixed price T&M, 25% cost reimbursable. Federal is going to stay relatively consistent because we're getting growth on cost plus contracts particularly FAA where we've seen very strong growth and the missile defense agency teams contract where we've also seen strong growth offset by increase in products portfolio. The joint cyber hunt kit is going to be ramping up. We've just completed delivery of 12 low rate initial production units and so we're going to be going into full rate production and we need to deliver 62 this year. and 74 in 2027 and 74 units in 2028. We also expect our overall products business is going to increase by 30 to 40% next year. And the majority of that resides within federal.

Thank you. Our next question coming from the lineup. Thank you to Jane with KeyBank. Your line is now open.

Good morning. Thanks. I'll just keep it to one. So, Carey, Matt, I understand the breakdown of the reduction in revenue that you've taken. I kind of just want to see how you're seeing the end of this fiscal year shaping up. Usually there's a fiscal flush. I'm guessing you're not seeing that based on the revenue cut. And then also, how is your guidance sensitized for a potential government shutdown later this year?

Yes, so end of fiscal year again, and I'm going to put the reconciliation, the first reconciliation bill in with that. We started to see some funds flow, particularly FAA and the Missile Defense Agency for the Golden Dome work, but I would say not some huge flush yet. And part of the challenge they've got with some of the contracting offices is the backlog that they're facing. and the workforce constraints that they're up against. So that kind of remains to be seen how strong that's going to be over the next couple of months. Relative to a government shutdown, the nice thing with our business, first 50% of it is not tied to the federal government. And then the 50% that is, we've got very strong backlog, 9.3 billion, 71% funded. and we have 11 billion of awarded not booked. So we have a lot of ceiling value contracts that we can drive work to, including the two new OTAs that we announced for 400 million. So we can run for quite a while without having an impact. In prior shutdowns, we've seen very little impact to the company.

Thank you. Our next question coming from the lineup. Noah Popolek with Goldman Sachs. Hey, guys.

Can you hear me okay?

Yeah. Hi, Noah.

Hey. I guess at a high level, is it a fair question if there needs to be some rethinking of investor communication and disclosure and Balance, I guess, and the way you discuss the business. Because we had the confidential, then we had the FAA, now we have this. And I totally appreciate that it's not easy to run a business and it's complex and guidance is predicting the future and these things are hard. But I don't remember you discussing wanting to look at portfolio reshaping. I didn't know there was OCI. I'm trying to find you discussing OCI anytime recently. I don't see that. and I guess the discussion of the business is usually just quite bullish versus some of these potential headwinds. So how are you thinking about that, if at all?

Yes, so first we do plan to hold an investor day sometime next year, so we'll be talking more about that. On the confidential contract, again, that was canceled by the administration. We obviously could not have predicted that. and they gave us no heads up on that. The FAA, I would say we've kind of made out on that because we're under better contract terms under our existing contract and we expect to realize over 30% year over year growth. So I think that's ended up largely in our favor. Portfolio shaping is something we're always looking at. I think any company has to continually be looking at that. How do you move to higher growth markets and how do you move to higher margin business. So that's something we're always taking a look at. And we've always had CEDA work, you know, the Missile Defense Agency for four decades, but we try and minimize CEDA work where we can because we prefer to be a developer. But we are looking at having an investor day to further our communications.

No, the only thing I would add just a reminder is that the sale of the CEDA work was actually a $19 million gain for us. So that was a favorable outcome. the charges at the remote location that we're going through the divestiture process is really all associated with the risk and the kind of the tolerance around the multi-year risk there. So that's the balance on the two.

Thank you. Our last questioner will come from the line of Luigi Palma with William Blair. Your line is now open.

Larry, Matt, and Dave, good morning.

Good morning, Louis.

I'm interested in breaking out the one-time charges versus the recurring impact from the different divestitures and the write-downs. And it's a pretty simple question, but net for everything, how much was the second half EBITDA guidance reduced like relative to your prior assumptions that were embedded in the guidance that you issued last quarter.

Second half EBITDA in theory would be raised, Louis, so we took $118 million in charges. and we reduced guidance by 115. So in theory, the total year EBITDA was raised on core performance despite $200 million in headwind on revenue.

Thank you.

And that's all the time we have for our Q&A session. We'll now turn the call back over to Dave for any closing comments.

Thank you. Thanks for joining us this morning. If you have any additional questions, Please feel free to contact me directly and we look forward to connecting with many of you in the weeks ahead. So with that, we'll end today's call. Thank you very much.

This concludes today's conference call. Thank you for your participation and you may now disconnect.