Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 28, 2022 | |
Entity Addresses [Line Items] | ||
Entity Registrant Name | ICF International, Inc. | |
Entity Central Index Key | 0001362004 | |
Trading Symbol | ICFI | |
Security Exchange Name | NASDAQ | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 18,843,895 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-33045 | |
Entity Tax Identification Number | 22-3661438 | |
Entity Incorporation State Country Code | DE | |
Entity Address, Address Line One | 1902 Reston Metro Plaza | |
Entity Address, City or Town | Reston | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 20190 | |
City Area Code | 703 | |
Local Phone Number | 934-3000 | |
Title of each class | Common Stock | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Former address | ||
Entity Addresses [Line Items] | ||
Entity Address, Address Line One | 9300 Lee Highway | |
Entity Address, City or Town | Fairfax | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 22031 |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Current Assets: | |||
Cash and cash equivalents | $ 8,483 | $ 8,254 | |
Restricted cash | [1] | 1,993 | 12,179 |
Contract receivables, net | 282,271 | 237,684 | |
Contract assets | 196,811 | 137,867 | |
Prepaid expenses and other assets | 30,612 | 42,354 | |
Income tax receivable | 11,979 | 10,825 | |
Total Current Assets | 532,149 | 449,163 | |
Property and Equipment, net | 85,295 | 52,053 | |
Other Assets: | |||
Goodwill | 1,190,450 | 1,046,760 | |
Other intangible assets, net | 135,932 | 79,645 | |
Operating lease - right-of-use assets | 163,438 | 177,417 | |
Other assets | 50,496 | 44,496 | |
Total Assets | 2,157,760 | 1,849,534 | |
Current Liabilities: | |||
Current portion of long-term debt | 20,500 | 10,000 | |
Accounts payable | 128,528 | 105,652 | |
Contract liabilities | 24,599 | 39,665 | |
Operating lease liabilities - current | 22,959 | 34,901 | |
Finance lease liabilities - current | 1,779 | ||
Accrued salaries and benefits | 74,766 | 85,517 | |
Accrued subcontractors and other direct costs | 46,610 | 39,400 | |
Accrued expenses and other current liabilities | 52,249 | 61,496 | |
Total Current Liabilities | 371,990 | 376,631 | |
Long-term Liabilities: | |||
Long-term debt | 681,197 | 411,605 | |
Operating lease liabilities - non-current | 187,481 | 191,805 | |
Finance lease liabilities - non-current | 13,270 | ||
Deferred income taxes | 46,449 | 41,913 | |
Other long-term liabilities | 19,634 | 24,110 | |
Total Liabilities | 1,320,021 | 1,046,064 | |
Commitments and Contingencies (Note 19) | |||
Stockholders’ Equity: | |||
Preferred stock, par value $.001; 5,000,000 shares authorized; none issued | |||
Common stock, par value $.001; 70,000,000 shares authorized; 23,723,490 and 23,535,671 shares issued at September 30, 2022 and December 31, 2021, respectively; 18,833,688 and 18,876,490 shares outstanding at September 30, 2022 and December 31, 2021, respectively | 23 | 23 | |
Additional paid-in capital | 396,962 | 384,984 | |
Retained earnings | 696,792 | 649,298 | |
Treasury stock, 4,889,802 and 4,659,181 shares at September 30, 2022 and December 31, 2021, respectively | (241,896) | (219,800) | |
Accumulated other comprehensive loss | (14,142) | (11,035) | |
Total Stockholders’ Equity | 837,739 | 803,470 | |
Total Liabilities and Stockholders’ Equity | $ 2,157,760 | $ 1,849,534 | |
[1] Under a contract with a customer that commenced in the fourth quarter of fiscal year 2020, the Company received advance payments to be used to pay providers of services to the customer, a separate third party. The advanced payments are treated as restricted cash - current as the Company is required under the contract to distribute the advanced funds to the third-party providers of services or return the advanced funds to the customer. Because the Company receives the advance payments from the customer, which must be refunded to the customer or remitted to a third party, the cash receipts are treated as liabilities rather than receipts for the provision of goods or services. Therefore, these cash receipts are presented in the consolidated statements of cash flows as financing cash inflows, “Receipt of restricted contract funds,” with the subsequent payments classified as financing cash outflows, “Payment of restricted contract funds.” See Note 6 — Accrued Expenses and Other Current Liabilities for the corresponding liability. |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 70,000,000 | 70,000,000 |
Common stock, issued (in shares) | 23,723,490 | 23,535,671 |
Common stock, outstanding (in shares) | 18,833,688 | 18,876,490 |
Treasury stock, shares (in shares) | 4,889,802 | 4,659,181 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 467,777 | $ 394,060 | $ 1,304,355 | $ 1,165,063 |
Direct costs | 307,295 | 254,175 | 834,358 | 732,903 |
Operating costs and expenses: | ||||
Indirect and selling expenses | 118,290 | 99,940 | 350,145 | 316,100 |
Depreciation and amortization | 5,297 | 4,665 | 15,198 | 14,663 |
Amortization of intangible assets | 8,661 | 3,015 | 18,941 | 9,049 |
Total operating costs and expenses | 132,248 | 107,620 | 384,284 | 339,812 |
Operating income | 28,234 | 32,265 | 85,713 | 92,348 |
Interest expense | (7,474) | (2,550) | (14,274) | (7,845) |
Other income (expense) | 887 | 81 | 616 | (382) |
Income before income taxes | 21,647 | 29,796 | 72,055 | 84,121 |
Provision for income taxes | 2,542 | 9,406 | 16,691 | 25,068 |
Net income | $ 19,105 | $ 20,390 | $ 55,364 | $ 59,053 |
Earnings per Share: | ||||
Basic | $ 1.01 | $ 1.08 | $ 2.94 | $ 3.13 |
Diluted | $ 1.01 | $ 1.07 | $ 2.91 | $ 3.10 |
Weighted-average Shares: | ||||
Basic | 18,826 | 18,865 | 18,806 | 18,864 |
Diluted | 19,009 | 19,061 | 19,001 | 19,077 |
Cash dividends declared per common share | $ 0.14 | $ 0.14 | $ 0.42 | $ 0.42 |
Other comprehensive (loss) income, net of tax | $ (1,555) | $ (1,971) | $ (3,107) | $ 1,241 |
Comprehensive income, net of tax | $ 17,550 | $ 18,419 | $ 52,257 | $ 60,294 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities | ||
Net income | $ 55,364 | $ 59,053 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Provision for credit losses | 91 | 11,324 |
Deferred income taxes | 6,023 | 4,062 |
Non-cash equity compensation | 10,023 | 9,756 |
Depreciation and amortization | 34,139 | 23,712 |
Facilities consolidation reserve | (236) | (225) |
Amortization of debt issuance costs | 940 | 463 |
Impairment of long-lived assets | 339 | |
Other adjustments, net | 474 | 1,818 |
Changes in operating assets and liabilities, net of the effects of acquisitions: | ||
Net contract assets and liabilities | (72,619) | (16,381) |
Contract receivables | (31,770) | (6,688) |
Prepaid expenses and other assets | (11,991) | (9,224) |
Operating lease assets and liabilities, net | (1,305) | (4,743) |
Accounts payable | 23,394 | 5,653 |
Accrued salaries and benefits | (13,971) | 10,377 |
Accrued subcontractors and other direct costs | 9,441 | (36,436) |
Accrued expenses and other current liabilities | (476) | 17,002 |
Income tax receivable and payable | (1,667) | (3,490) |
Other liabilities | 742 | (1,609) |
Net Cash Provided by Operating Activities | 6,596 | 64,763 |
Cash Flows from Investing Activities | ||
Capital expenditures for property and equipment and capitalized software | (17,323) | (12,279) |
Payments for business acquisitions, net of cash acquired | (238,991) | |
Proceeds from working capital adjustments related to prior business acquisition | 2,911 | |
Net Cash Used in Investing Activities | (253,403) | (12,279) |
Cash Flows from Financing Activities | ||
Advances from working capital facilities | 1,358,335 | 559,830 |
Payments on working capital facilities | (1,074,888) | (593,775) |
Receipt of restricted contract funds | 13,525 | 194,504 |
Payment of restricted contract funds | (23,358) | (227,700) |
Debt issue costs | (4,852) | |
Proceeds from exercise of options | 412 | 2,773 |
Dividends paid | (7,912) | (7,923) |
Net payments for stock issuances and buybacks | (21,105) | (18,695) |
Payments on business acquisition liabilities | (1,132) | (682) |
Net Cash Used in Financing Activities | 239,025 | (91,668) |
Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash | (2,175) | (501) |
Decrease in Cash, Cash Equivalents, and Restricted Cash | (9,957) | (39,685) |
Cash, Cash Equivalents, and Restricted Cash, Beginning of Period | 20,433 | 81,987 |
Cash, Cash Equivalents, and Restricted Cash, End of Period | 10,476 | 42,302 |
Supplemental Disclosure of Cash Flow Information | ||
Interest | 13,595 | 7,882 |
Income taxes | 14,384 | $ 25,062 |
Non-cash investing and financing transactions: | ||
Tenant improvements funded by lessor | 20,253 | |
Acquisition of property and equipment through finance lease | $ 15,027 |
Basis of Presentation and Natur
Basis of Presentation and Nature of Operations | 9 Months Ended |
Sep. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation and Nature of Operations | NOTE 1 – BASIS OF PRESENTATION AND NATURE OF OPERATION S Basis of Presentation The accompanying consolidated financial statements include the accounts of ICF International, Inc. (“ICFI”) and its principal subsidiary, ICF Consulting Group, Inc. (“Consulting,” and together with ICFI, the “Company”), and have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”). Consulting is a wholly owned subsidiary of ICFI. ICFI is a holding company with no operations or assets other than its investment in the common stock of Consulting. All other subsidiaries of the Company are wholly owned by Consulting. All significant intercompany transactions and balances have been eliminated. Nature of Operations The Company provides professional services and technology-based solutions, including management, marketing, technology, and policy consulting and implementation services, in the areas of energy, environment, and infrastructure; health, education, and social programs; safety and security; and consumer and financial. The Company offers a full range of services to clients throughout the entire life cycle of a policy, program, project, or initiative, from research and analysis, assessment and advice to design and implementation of programs and technology-based solutions, and the provision of engagement services and programs. The Company’s major clients are U.S. federal government departments and agencies, most significantly the Department of Health and Human Services, Department of State, and Department of Defense. The Company also serves U.S. state (including territories) and local government departments and agencies, international governments, and commercial clients worldwide. Commercial clients include airlines, airports, electric and gas utilities, health care companies, banks and other financial services companies, transportation, travel and hospitality firms, non-profit associations, manufacturing firms, retail chains, and distribution companies. The term “federal” or “federal government” refers to the U.S. federal government, and “state and local” or “state and local government” refers to U.S. state (including territories) and local governments, unless otherwise indicated. The Company, incorporated in Delaware, is headquartered in Reston, Virginia. The Company maintains additional offices throughout the world, including more than 50 offices in the U.S. and U.S. territories and more than 20 offices in key markets outside the U.S., including offices in the United Kingdom, Belgium, China, India, and Canada. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Areas of the consolidated financial statements where estimates may have the most significant effect include contractual and regulatory reserves, valuation and lives of tangible and intangible assets, contingent consideration related to business acquisitions, impairment of goodwill and long-lived assets, accrued liabilities, revenue recognition and costs to complete fixed-price contracts, bonus and other incentive compensation, stock-based compensation, reserves for tax benefits and valuation allowances on deferred tax assets, provisions for income taxes, collectability of receivables, and loss accruals for litigation. Actual results experienced by the Company may differ from management's estimates. Interim Results The unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These rules and regulations permit some of the information and footnote disclosures normally included in financial statements, prepared in accordance with U.S. GAAP, to be condensed or omitted. In management’s opinion, the unaudited consolidated financial statements contain all adjustments that are of a normal recurring nature, necessary for a fair presentation of the results of operations and financial position of the Company for the interim periods presented. The Company reports operating results and financial data in one operating segment and reporting unit. Operating results for the three and nine month periods ended September 30, 2022 and 2021 are not necessarily indicative of the results that may be expected for the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 31, 2021 and the notes thereto included in the Company’s Annual Report on Form 10-K, filed with the SEC on February 25, 2022. Recent Accounting Pronouncements Recent Accounting Pronouncements Not Yet Adopted Reference Rate Reform In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The standard is intended to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease accounting and financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The provisions of this ASU are elective and apply to all entities, subject to meeting certain criteria, that have debt or hedging contracts, among other contracts, that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. Entities can elect to not apply certain modification accounting requirements to contracts affected by reference rate reform if certain criteria are met. Also, entities can elect various optional expedients that would allow it to continue to apply hedge accounting for hedging relationships affected by reference rate reform if certain criteria are met. This guidance was effective beginning on March 12, 2020 and entities may elect to apply the amendments prospectively through December 31, 2022. During the third quarter of 2022, the Company amended certain interest rate swap contracts to change the benchmark rate from LIBOR to term Secured Overnight Financing Rate (“SOFR”) based interest pricing conventions. Contemporaneously, the Company adopted ASU 2020-04 and elected to apply the optional expedient to consider the amended swap contracts as a continuation of the existing arrangements. The optional expedient did not result in a material impact on the Company’s operating results, financial position, or cash flows. |
Restricted Cash
Restricted Cash | 9 Months Ended |
Sep. 30, 2022 | |
Cash And Cash Equivalents [Abstract] | |
Restricted Cash | NOTE 2 – RESTRICTED CASH The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets for the periods presented to the total of cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows for the nine months ended September 30, 2022 and 2021: September 30, 2022 September 30, 2021 Beginning Ending Beginning Ending Cash and cash equivalents $ 8,254 $ 8,483 $ 13,841 $ 7,883 Restricted cash (1) 12,179 1,993 68,146 34,419 Total of cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows $ 20,433 $ 10,476 $ 81,987 $ 42,302 Under a contract with a customer that commenced in the fourth quarter of fiscal year 2020, the Company received advance payments to be used to pay providers of services to the customer, a separate third party. The advanced payments are treated as restricted cash - current as the Company is required under the contract to distribute the advanced funds to the third-party providers of services or return the advanced funds to the customer. Because the Company receives the advance payments from the customer, which must be refunded to the customer or remitted to a third party, the cash receipts are treated as liabilities rather than receipts for the provision of goods or services. Therefore, these cash receipts are presented in the consolidated statements of cash flows as financing cash inflows, “Receipt of restricted contract funds,” with the subsequent payments classified as financing cash outflows, “Payment of restricted contract funds.” See Note 6 — Accrued Expenses and Other Current Liabilities for the corresponding liability. |
Contract Receivables, Net
Contract Receivables, Net | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Contract Receivables, Net | NOTE 3 – CONTRACT RECEIVABLES, NET Contract receivables, net consisted of the following: September 30, 2022 December 31, 2021 Billed and billable $ 288,396 $ 245,425 Allowance for expected credit losses ( 6,125 ) ( 7,741 ) Contract receivables, net $ 282,271 $ 237,684 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | NOTE 4 – GOODWILL The changes in the carrying amount of goodwill during the nine-months period ended September 30, 2022 were as follows: Balance as of December 31, 2021 $ 1,046,760 Measurement period adjustments - ESAC acquisition 87 Measurement period adjustments - Creative Systems and Consulting acquisition 1,939 Goodwill resulting from business combination - SemanticBits 144,609 Goodwill resulting from business combination - Blanton & Associates acquisition 5,830 Effect of foreign currency translation ( 8,775 ) Balance as of September 30, 2022 $ 1,190,450 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | NOTE 5 – LEASES The Company has operating and finance leases for facilities and equipment which have remaining terms ranging from 1 to 17 years . The leases may include options to extend the lease periods for up to 5 years at rates approximating market rates and/or options to terminate the leases within 1 year . The leases may include a residual value guarantee or a responsibility to return the property to its original state of use. A limited number of leases contain provisions that provide for rental increases based on consumer price indices. The change in rent expense resulting from changes in these indices are included within variable rent. The Company’s lease cost is recognized on a straight-line basis over the lease term. Lease cost consists of the following: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Operating lease cost $ 9,411 $ 8,557 $ 28,349 $ 26,004 Finance lease cost - amortization of right-of-use assets 105 — 105 — Finance lease cost - interest 21 — 21 — Short-term lease cost 76 91 353 327 Variable lease cost 59 13 106 32 Sublease income ( 26 ) — ( 64 ) — Total lease cost $ 9,646 $ 8,661 $ 28,870 $ 26,363 Future minimum lease payments under non-cancellable operating and finance leases as of September 30, 2022 were as follows: Operating Finance September 30, 2023 $ 25,245 $ 2,221 September 30, 2024 24,416 2,423 September 30, 2025 23,673 2,423 September 30, 2026 22,399 2,423 September 30, 2027 18,151 2,423 Thereafter 145,745 5,045 Total future minimum lease payments 259,629 16,958 Less: Interest ( 49,189 ) ( 1,909 ) Total lease liabilities $ 210,440 $ 15,049 Operating lease liabilities - current $ 22,959 Operating lease liabilities - non-current 187,481 Finance lease liabilities - current 1,779 Finance lease liabilities - non-current 13,270 Total lease liabilities $ 225,489 Other information related to operating and finance leases is as follows: September 30, 2022 September 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows for operating leases $ 30,038 $ 18,743 Right-of-use assets obtained in exchange for operating lease liabilities $ 13,434 $ 1,002 Property and equipment obtained in exchange for finance lease liabilities $ 15,027 — Weighted-average remaining lease term Operating leases 11.6 5.7 Finance leases 7.1 — Weighted-average discount rate Operating leases 3.3 % 3.3 % Finance leases 3.4 % — |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | NOTE 6 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES At September 30, 2022 and December 31, 2021, accrued expenses and other current liabilities consisted of the following: September 30, 2022 December 31, 2021 Deposits $ 26,754 $ 21,088 Restricted contract funds 1,982 12,165 IT and software licensing costs 1,402 1,702 Taxes and insurance premiums 7,473 5,267 Facilities rental and lease exit costs 966 1,291 Interest 484 212 Professional services 2,842 3,068 Dividends 2,627 2,643 Contingent and contractual liabilities from acquisitions — 1,245 Interest rate swap liability - current — 3,026 Other accrued expenses and current liabilities 7,719 9,789 Total accrued expenses and other current liabilities $ 52,249 $ 61,496 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | NOTE 7 – LONG-TERM DEBT At September 30, 2022 and December 31, 2021, long-term debt consisted of: September 30, 2022 December 31, 2021 Average Outstanding Average Outstanding Term Loan $ 292,500 $ 182,500 Delayed-Draw Term Loan 220,000 — Revolving Credit 194,501 241,055 Total before debt issuance costs 2.63 % 707,001 1.65 % 423,555 Unamortized debt issuance costs ( 5,304 ) ( 1,950 ) Total $ 701,697 $ 421,605 Current portion of long-term debt $ 20,500 $ 10,000 Long-term debt - non-current 681,197 411,605 Total $ 701,697 $ 421,605 On May 6, 2022, the Company entered into the Restated Credit Agreement with a group of lenders with (a) PNC Bank, National Association as the Administrative Agent and (b) PNC Capital Markets LLC, BOFA Securities, Inc., TD Securities (USA) LLC, Wells Fargo Securities, LLC and Citizens Bank, N.A., as joint lead arrangers. The various facilities under the Restated Credit Agreement are referred to as the “Credit Facility”. The Restated Credit Agreement amended and restated the Company’s prior credit agreement (the “Existing Credit Agreement”) to, among other things: (a) maintain the existing $ 600 million revolving credit facility (together and inclusive of a $ 75 million swing line sublimit and $ 100 million sublimit for letters of credit); (b) increase the existing term loan facility from $ 200 million to $ 300 million; (c) provide for a new delayed draw term loan facility of $ 400 million; (d) maintain the existing incremental credit facility to make, subject to approval of the lenders' making such loans, incremental term or revolving credit loan(s) in the aggregate principal amount of not more than $ 300 million; (e) increase the maximum Consolidated Leverage Ratio (as such term is defined in the Restated Credit Agreement) from 4.00 to 1.00 to 4.50 to 1.00 (with temporary increases to 5.00 to 1.00 for the three fiscal quarters following a "Material Permitted Acquisition", as such term is defined in the Restated Credit Agreement); (f) maintain the minimum Consolidated Interest Coverage Ratio (as such term is defined in the Restated Credit Agreement) of 3.00 to 1.00; (g) increase the foreign currency debt limit in Euro and Sterling Pounds from $ 30 million equivalent to $ 200 million equivalent; (h) modify LIBOR based interest pricing conventions with SOFR based interest pricing conventions; (i) extend the maturity date of the Credit Facility until May 6, 2027; (j) incorporate various provisions and conventions encouraged by the Loan Syndication and Trade Association; and (k) modify certain definitions and certain covenants. Under the Restated Credit Agreement, the Company has the option to borrow funds under the Credit Facility at interest rates based on both term SOFR (i.e., 1, 3, or 6-month rates) and the Base Rate (as defined herein), at its discretion, plus their applicable margins. The Base Rate is a fluctuating rate of interest equal to the highest of (a) the Overnight Bank Funding Rate (as defined in the Restated Credit Agreement), plus 0.5 %, (b) the Prime Rate (as defined in the Restated Credit Agreement) and (c) the Daily Simple SOFR Rate (as defined in the Restated Credit Agreement) plus 1 %, all as then adjusted to include the Applicable Margin (as defined in the Restated Credit Agreement) as then in effect (and as determined pursuant to the then-current Consolidated Leverage Ratio). The Credit Facility is collateralized by substantially all the assets of the Company and its material domestic subsidiaries and requires that the Company remain in compliance with certain financial and non-financial covenants including, but not limited to the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio. The Credit Facility also includes other terms and conditions, covenants, and other provisions of the Restated Credit Agreement that are materially consistent with the Existing Credit Agreement. As of September 30, 2022, the Company had $ 707.0 million of long-term debt outstanding from the Credit Facility, unused delayed draw term loan facility $ 180.0 million (available through May 6, 2023, with an additional six-month extension upon request by the Company), and unused borrowing capacity under the $ 600.0 million revolving line of credit of $ 402.3 million under the Credit Facility. The unused borrowing capacity is inclusive of eight outstanding letters of credit totaling $ 3.2 million . Considering the financial, performance-based limitations, available borrowing capacity was $ 316.7 million as of September 30, 2022. Future scheduled repayments of debt principal are as follows: Payments due by Term Loan Delayed-Draw Term Loan Revolving Credit Total September 30, 2023 $ 15,000 $ 5,500 $ — $ 20,500 September 30, 2024 15,000 11,000 — 26,000 September 30, 2025 18,750 13,750 — 32,500 September 30, 2026 22,500 16,500 — 39,000 May 6, 2027 (Maturity) 221,250 173,250 194,501 589,001 Total $ 292,500 $ 220,000 $ 194,501 $ 707,001 |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | NOTE 8 – REVENUE RECOGNITION Disaggregation of Revenue The Company disaggregates revenue from clients, most of which is earned over time, into categories that depict how the nature, amount and uncertainty of revenue and cash flows are affected by economic and business factors. Those categories are client market, client type, and contract mix. Client markets provide insight into the breadth of the Company’s expertise. In classifying revenue by client market, the Company attributes revenue from a client to the market that the Company believes is the client’s primary market. The Company also classifies revenue by the type of entity for which it does business, which is an indicator of the diversity of its client base. The Company attributes revenue generated as a subcontractor to a commercial company as government revenue when the ultimate client is a government agency or department. Disaggregation by contract mix provides insight in terms of the degree of performance risk that the Company has assumed. Fixed-price contracts are considered to provide the highest amount of performance risk as the Company is required to deliver a scope of work or level of effort for a negotiated fixed price. Time-and-materials contracts require the Company to provide skilled employees on contracts for negotiated fixed hourly rates. Since the Company is not required to deliver a scope of work, but merely skilled employees, it considers these contracts to be less risky than a fixed-price agreement. Cost-based contracts are considered to provide the lowest amount of performance risk since the Company is generally reimbursed for all contract costs incurred in performance of contract deliverables with only the amount of incentive or award fees (if applicable) dependent on the achievement of negotiated performance requirements. Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Dollars Percent Dollars Percent Dollars Percent Dollars Percent Client Markets: Energy, environment, and infrastructure $ 166,956 36 % $ 156,384 40 % $ 483,415 37 % $ 486,945 42 % Health, education, and social programs 249,034 53 % 182,292 46 % 663,739 51 % 508,161 43 % Safety and security 33,760 7 % 28,311 7 % 96,568 7 % 89,130 8 % Consumer and financial 18,027 4 % 27,073 7 % 60,633 5 % 80,827 7 % Total $ 467,777 100 % $ 394,060 100 % $ 1,304,355 100 % $ 1,165,063 100 % Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Dollars Percent Dollars Percent Dollars Percent Dollars Percent Client Type: U.S. federal government $ 271,255 58 % $ 195,153 50 % $ 714,993 55 % $ 553,378 48 % U.S. state and local government 65,613 14 % 58,792 15 % 195,791 15 % 174,446 15 % International government 23,075 5 % 32,697 8 % 78,978 6 % 107,850 9 % Total Government 359,943 77 % 286,642 73 % 989,762 76 % 835,674 72 % Commercial 107,834 23 % 107,418 27 % 314,593 24 % 329,389 28 % Total $ 467,777 100 % $ 394,060 100 % $ 1,304,355 100 % $ 1,165,063 100 % Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Dollars Percent Dollars Percent Dollars Percent Dollars Percent Contract Mix: Time-and-materials $ 188,758 40 % $ 157,627 40 % $ 523,635 40 % $ 479,712 41 % Fixed price 210,810 45 % 166,053 42 % 580,738 45 % 473,810 41 % Cost-based 68,209 15 % 70,380 18 % 199,982 15 % 211,541 18 % Total $ 467,777 100 % $ 394,060 100 % $ 1,304,355 100 % $ 1,165,063 100 % Contract Balances: Contract assets consist primarily of unbilled amounts resulting from long-term contracts when revenue recognized exceeds the amount billed often due to billing schedule timing. Contract liabilities result from advance payments received on a contract or from billings in excess of revenue recognized on long-term contracts due to billing schedule timing. The following table summarizes the contract balances as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 $ Change % Change Contract assets $ 196,811 $ 137,867 $ 58,944 42.8 % Contract liabilities ( 24,599 ) ( 39,665 ) 15,066 ( 38.0 %) Net contract assets (liabilities) $ 172,212 $ 98,202 $ 74,010 75.4 % The net contract assets (liabilities) as of September 30, 2022 increased by $ 74.0 million as compared to December 31, 2021. The increase in net contract assets (liabilities) is primarily due to the timing difference between the performance of services and billings to and payments from customers. The increase of $ 58.9 million in contract assets includes $ 9.9 million at September 30, 2022 from SemanticBits which was acquired during 2022. There were no material changes to contract balances due to impairments or credit losses during the period. During the nine months ended September 30, 2022 and 2021, the Company recognized $ 27.1 million and $ 21.7 million in revenue related to the contract liabilities balance at December 31, 2021 and 2020, respectively. Performance Obligations: The Company had $ 1.4 billion in unfulfilled performance obligations as of September 30, 2022 which primarily reflect the future delivery of services for which revenue will be recognized over time. The obligations relate to continued or additional services required on contracts, including those that are either non-cancellable or have substantive termination penalties, and were generally valued using an estimated cost-plus margin approach, with variable consideration being estimated at the most likely amount. The amounts exclude marketing offers, which are negotiated but unexercised contract options and indefinite delivery/indefinite quantity (IDIQ) and similar arrangements that provided a framework for customers to issue specific tasks, delivery, or purchase orders in the future. The Company expects to satisfy these performance obligations in approximately two years . |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | NOTE 9 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES The Company uses interest rate swap arrangements (the “Swaps”) to manage or hedge its interest rate risk under the Credit Facility. Notwithstanding the terms of the Swaps, the Company is ultimately obligated for all amounts due and payable under the Credit Facility. The Company does not use such instruments for speculative or trading purposes. The Company designated the Swaps as cash flow hedges. Derivative instruments are recorded on the consolidated balance sheets at fair value. Unrealized gains and losses on derivatives designated as cash flow hedges are reported in other comprehensive income (loss) and reclassified to earnings in a manner that matches the timing of the earnings impact of the hedged transactions. Management intends that the Swaps remain effective and, on a quarterly basis, evaluates them to determine their effectiveness or ineffectiveness and records the change in fair value as an adjustment to other comprehensive income or loss. A summary of interest rate swap derivatives designated as cash flow hedges as of September 30, 2022 are as follows: Notional Paid Dates of Effected Cash Flows Date of Interest Rate Swap Agreement ($million) Rate% Beginning Ending September 30, 2016 (1) $ 100.0 - January 31, 2018 January 31, 2023 August 31, 2017 (2) $ 25.0 1.795 % August 31, 2018 August 31, 2023 August 8, 2018 (3) $ 50.0 2.736 % August 31, 2018 August 31, 2023 August 8, 2018 $ 25.0 2.851 % August 31, 2018 August 31, 2023 February 20, 2020 (4) $ 100.0 1.191 % February 28, 2020 February 28, 2025 (1) On December 1, 2016, the Company sold the interest rate hedge agreement. The fair value of the interest rate hedge, as of the date of the sale, was recorded in other comprehensive income, net of tax. The gain from the sale will be recognized into earnings when earnings are impacted by the cash flows of the previously hedged variable interest rate. (2) On September 15, 2022, the Company amended the interest rate hedge agreement to change the benchmark from LIBOR with a fixed interest rate of 1.8475 % to term SOFR fixed interest rate of 1.795 %. (3) On August 25, 2022, the Company amended the interest rate hedge agreement to change the benchmark from LIBOR with a fixed interest rate of 2.854 % to term SOFR fixed interest rate of 2.736 %. (4) On August 25, 2022, the Company amended the interest rate hedge agreement to change the benchmark from LIBOR with a fixed interest rate of 1.294 % to term SOFR fixed interest rate of 1.191 %. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 10 – INCOME TAXES The Company’s effective tax rate for the three months ended September 30, 2022 and 2021 was 11.7 % and 31.6 % , respectively, and 23.2 % and 29.8 % for the nine months ended September 30, 2022 and 2021, respectively. The Company is subject to federal income tax as well as taxes in various state, local and foreign jurisdictions. Tax statutes and regulations within each jurisdiction are subject to interpretation and require the application of significant judgment. The Company’s 2018 through 2020 tax years remain subject to examination by the Internal Revenue Service for federal tax purposes. Certain significant state, local and foreign tax returns also remain open under the applicable statute of limitations and, as such, are subject to examination for the tax years from 2017 to 2020 . The total amount of unrecognized tax benefits that would impact the effective tax rate if recognized was $ 0.5 million and $ 0.9 million as of September 30, 2022 and 2021, respectively. The Company’s policy is not to recognize accrued interest and penalties related to unrecognized tax benefits as a component of tax expense. The Company did no t have any accrued penalty and interest as of September 30, 2022 and 2021, respectively. The Company has made no provision for deferred U.S. income taxes or additional foreign taxes on future unremitted earnings of its controlled foreign subsidiaries because the Company considers these earnings to be permanently invested. Pursuant to the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, the Company exercised the option to defer payment of the employer portion of the Social Security tax, with 50 % to be repaid by December 31, 2021 and the remainder by December 31, 2022 . The Company deferred payment of approximately $ 20.9 million of employer Social Security taxes during the year ended December 31, 2020, repaid 50 % during the third quarter of 2021 and the remaining 50 % during the third quarter of 2022. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2022 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | NOTE 11 – ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss as of September 30, 2022 and 2021 included the following: Three Months Ended September 30, 2022 Foreign Gain on Sale (1) Change in (2) Total Accumulated other comprehensive (loss) income at June 30, 2022 $ ( 16,562 ) $ 305 $ 3,670 $ ( 12,587 ) Current period other comprehensive (loss) income: Other comprehensive (loss) income before reclassifications ( 7,074 ) — 3,128 ( 3,946 ) Amounts reclassified from accumulated other comprehensive (loss) income (3) — ( 180 ) 142 ( 38 ) Effect of taxes (4) 3,309 48 ( 928 ) 2,429 Total current period other comprehensive (loss) income ( 3,765 ) ( 132 ) 2,342 ( 1,555 ) Accumulated other comprehensive (loss) income at September 30, 2022 $ ( 20,327 ) $ 173 $ 6,012 $ ( 14,142 ) Three Months Ended September 30, 2021 Foreign Gain on Sale (1) Change in (2) Total Accumulated other comprehensive (loss) income at June 30, 2021 $ ( 6,225 ) $ 833 $ ( 5,502 ) $ ( 10,894 ) Current period other comprehensive (loss) income: Other comprehensive (loss) income before reclassifications ( 2,872 ) — ( 27 ) ( 2,899 ) Amounts reclassified from accumulated other comprehensive (loss) income (3) — ( 180 ) 943 763 Effect of taxes (4) 361 48 ( 244 ) 165 Total current period other comprehensive (loss) income ( 2,511 ) ( 132 ) 672 ( 1,971 ) Accumulated other comprehensive (loss) income at September 30, 2021 $ ( 8,736 ) $ 701 $ ( 4,830 ) $ ( 12,865 ) Nine Months Ended September 30, 2022 Foreign Gain on Sale (1) Change in (2) Total Accumulated other comprehensive (loss) income at December 31, 2021 $ ( 8,759 ) $ 569 $ ( 2,845 ) $ ( 11,035 ) Current period other comprehensive (loss) income: Other comprehensive (loss) income before reclassifications ( 16,099 ) — 10,430 ( 5,669 ) Amounts reclassified from accumulated other comprehensive (loss) income (3) — ( 540 ) 1,640 1,100 Effect of taxes (4) 4,531 144 ( 3,213 ) 1,462 Total current period other comprehensive (loss) income ( 11,568 ) ( 396 ) 8,857 ( 3,107 ) Accumulated other comprehensive (loss) income at September 30, 2022 $ ( 20,327 ) $ 173 $ 6,012 $ ( 14,142 ) Nine Months Ended September 30, 2021 Foreign Gain on Sale (1) Change in (2) Total Accumulated other comprehensive (loss) income at December 31, 2020 $ ( 7,210 ) $ 1,096 $ ( 7,992 ) $ ( 14,106 ) Current period other comprehensive (loss) income: Other comprehensive (loss) income before reclassifications ( 1,722 ) — 1,530 ( 192 ) Amounts reclassified from accumulated other comprehensive (loss) income (3) — ( 540 ) 2,778 2,238 Effect of taxes (4) 196 145 ( 1,146 ) ( 805 ) Total current period other comprehensive (loss) income ( 1,526 ) ( 395 ) 3,162 1,241 Accumulated other comprehensive (loss) income at September 30, 2021 $ ( 8,736 ) $ 701 $ ( 4,830 ) $ ( 12,865 ) (1) Represents the unamortized value of an interest rate hedge agreement, designated as a cash flow hedge, which was sold on December 1, 2016. The fair value of the interest rate hedge agreement, at the date of the sale, was recorded in other comprehensive income, net of tax, and is being reclassified to interest expense when earnings are impacted by the hedged items and as interest payments are made on the Credit Facility from January 31, 2018 to January 31, 2023 (see Note 9—Derivative Instruments and Hedging Activities). (2) Represents the change in fair value of interest rate hedge agreements designated as cash flow hedges. The fair value of the interest rate hedge agreements was recorded in other comprehensive income, net of tax, and will be reclassified to earnings when earnings are impacted by the hedged items, as interest payments are made on the Credit Facility from August 31, 2018 to February 28, 2025 (see Note 9—Derivative Instruments and Hedging Activities). (3) The Company expects to reclassify $ 0.2 million of net gains related to the Gain on Sale of Interest Rate Hedge Agreement and $ 4.4 million of net gains related to the Change in Fair Value of Interest Rate Hedge Agreement from accumulated other comprehensive loss into earnings during the next 12 months. (4) The Company’s effective tax rate for the three months ended September 30, 2022 and 2021 was 11.7 % and 31.6 % , respectively, and 23.2 % and 29.8 % for the nine months ended September 30, 2022 and 2021 , respectively. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | NOTE 12 – STOCKHOLDERS’ EQUITY Changes in stockholders’ equity for the three and nine months ended September 30, 2022 and 2021 are as follows: Three Months Ended September 30, 2022 Common Stock Additional Retained Treasury Stock Accumulated Shares Amount Capital Earnings Shares Amount Loss Total Balance at June 30, 2022 18,818 $ 23 $ 393,224 $ 680,323 4,887 $ ( 241,566 ) $ ( 12,587 ) $ 819,417 Net income — — — 19,105 — — — 19,105 Other comprehensive loss — — — — — — ( 1,555 ) ( 1,555 ) Equity compensation — — 3,516 — — — — 3,516 Exercise of stock options 5 — 218 — — — — 218 Issuance of shares pursuant to employee stock purchase plan and vesting of restricted stock units 14 — 4 — — — — 4 Payments for stock buybacks ( 3 ) — — — 3 ( 330 ) — ( 330 ) Dividends declared — — — ( 2,636 ) — — — ( 2,636 ) Balance at September 30, 2022 18,834 $ 23 $ 396,962 $ 696,792 4,890 $ ( 241,896 ) $ ( 14,142 ) $ 837,739 Three Months Ended September 30, 2021 Common Stock Additional Retained Treasury Stock Accumulated Shares Amount Capital Earnings Shares Amount Loss Total Balance at June 30, 2021 18,860 $ 23 $ 376,622 $ 622,113 4,624 $ ( 216,353 ) $ ( 10,894 ) $ 771,511 Net income — — — 20,390 — — — 20,390 Other comprehensive loss — — — — — — ( 1,971 ) ( 1,971 ) Equity compensation — — 3,593 — — — — 3,593 Exercise of stock options — — — — — — — — Issuance of shares pursuant to employee stock purchase plan and vesting of restricted stock units 13 — — — — — — — Payments for stock buybacks ( 3 ) — — — 3 ( 330 ) — ( 330 ) Dividends declared — — — ( 2,641 ) — — — ( 2,641 ) Balance at September 30, 2021 18,870 $ 23 $ 380,215 $ 639,862 4,627 $ ( 216,683 ) $ ( 12,865 ) $ 790,552 Nine Months Ended September 30, 2022 Common Stock Additional Retained Treasury Stock Accumulated Shares Amount Capital Earnings Shares Amount Loss Total Balance at December 31, 2021 18,876 $ 23 $ 384,984 $ 649,298 4,659 $ ( 219,800 ) $ ( 11,035 ) $ 803,470 Net income — — — 55,364 — — — 55,364 Other comprehensive loss — — — — — — ( 3,107 ) ( 3,107 ) Equity compensation — — 10,023 — — — — 10,023 Exercise of stock options 13 — 412 — — — — 412 Issuance of shares pursuant to employee stock purchase plan and vesting of restricted stock units 176 — 1,543 — — — — 1,543 Payments for stock buybacks ( 231 ) — — — 231 ( 22,096 ) — ( 22,096 ) Dividends declared — — — ( 7,870 ) — — — ( 7,870 ) Balance at September 30, 2022 18,834 $ 23 $ 396,962 $ 696,792 4,890 $ ( 241,896 ) $ ( 14,142 ) $ 837,739 Nine Months Ended September 30, 2021 Common Stock Additional Retained Treasury Stock Accumulated Shares Amount Capital Earnings Shares Amount Loss Total Balance at December 31, 2020 18,910 $ 23 $ 369,058 $ 588,731 4,395 $ ( 196,745 ) $ ( 14,106 ) $ 746,961 Net income — — — 59,053 — — — 59,053 Other comprehensive income — — — — — — 1,241 1,241 Equity compensation — — 9,756 — — — — 9,756 Exercise of stock options 6 — 158 — — — — 158 Issuance of shares pursuant to employee stock purchase plan and vesting of restricted stock units 186 — — — — — — — Payments for stock buybacks ( 232 ) — 1,243 — 232 ( 19,938 ) — ( 18,695 ) Dividends declared — — — ( 7,922 ) — — — ( 7,922 ) Balance at September 30, 2021 18,870 $ 23 $ 380,215 $ 639,862 4,627 $ ( 216,683 ) $ ( 12,865 ) $ 790,552 |
Accounting for Stock-based Comp
Accounting for Stock-based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Accounting for Stock-based Compensation | NOTE 13 – ACCOUNTING FOR STOCK-BASED COMPENSATION On April 4, 2018, the Company’s board of directors (the “board”) approved the 2018 Omnibus Incentive Plan (the “2018 Omnibus Plan”), which was subsequently approved by the Company’s stockholders and became effective on May 31, 2018 (the “Effective Date”). The 2018 Omnibus Plan replaced the previous 2010 Omnibus Incentive Plan (the “Prior Plan”). The 2018 Omnibus Plan was amended on May 28, 2020 to increase the number of shares available for issuance. The 2018 Omnibus Plan, as amended, allows the Company to grant 1,600,000 shares using stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance units and performance share awards (“PSAs”), cash-settled restricted stock units (“CSRSUs”), and other stock-based awards to all officers, key employees, and non-employee directors of the Company. Outstanding shares granted under the Prior Plan, totaling 16,966 as of September 30, 2022 , remain subject to its terms and conditions, and no additional awards from the Prior Plan are to be made after the Effective Date. As of September 30, 2022, the Company had approximately 778,253 shares available for grant under the 2018 Omnibus Plan. CSRSUs have no impact on the shares available for grant under the Omnibus Plan, nor on the calculated shares used in earnings per share calculations. During the nine months ended September 30, 2022, the Company granted to its employees 142,255 shares in the form of RSUs with an average grant date fair value of $ 93.15 , and the equivalent value of 78,534 shares in the form of CSRSUs with an average grant date fair value of $ 93.81 . During the nine months ended September 30, 2022, the Company also granted 35,705 shares in the form of PSAs to its employees with a grant date fair value of $ 93.97 per share. The RSUs, CSRSUs and PSAs granted are generally subject to service-based vesting conditions, with the PSAs also having performance-based vesting conditions. The performance conditions for the PSAs granted in 2022 have a performance period from January 1, 2022 through December 31, 2024 and performance conditions that are consistent with the PSAs granted in prior years. The Company recognized stock-based compensation expense of $ 5.3 million and $ 5.2 million for the three months ended September 30, 2022 and 2021, respectively, and $ 14.3 million and $ 15.8 million for the nine months ended September 30, 2022 and 2021, respectively. Unrecognized compensation expense of approximately $ 16.8 million as of September 30, 2022 related to unsettled RSUs is expected to be recognized over a weighted-average period of 2.0 years. The unrecognized compensation expense related to CSRSUs totaled approximately $ 9.2 million at September 30, 2022 and is expected to be recognized over a weighted-average period of 1.7 years. Unrecognized compensation expense related to PSAs of approximately $ 4.5 million as of September 30, 2022 is expected to be recognized over a weighted-average period of 1.1 years. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combination | NOTE 14 – BUSINESS COMBINATION Blanton & Associates On September 1, 2022 , the Company completed the acquisition of Blanton & Associates (“Blanton”), an environmental consulting, planning, and project management firm headquartered in Austin, Texas. Blanton brings proven domain expertise in environmental regulatory compliance and permitting for the transportation, renewable energy, water, and resource management sectors and adds technically strong and specialized staff in all aspects of environmental services to the Company. The Company initially recorded net working capital of $ 5.0 million, property and equipment of $ 0.2 million at their fair value at the acquisition date except for contract assets and contract liabilities which were measured in accordance with Accounting Standards Codification (“ASC”) 606, Revenue Recognition, and also allocated $ 5.8 million to goodwill and $ 11.4 million to intangible assets. Intangible assets consist of $ 10.9 million related to existing customer relationships, $ 0.5 million related to contract backlog, and $ 0.1 million related to trade names and trademarks. The fair value was based on the best available information as of September 1, 2022, the date of acquisition, and any adjustments to the Company’s estimates of purchase price allocation will be made in the periods in which the adjustments are determined, and the cumulative effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date. The Company expects to finalize its purchase price allocation within one year of the acquisition date. The acquisition of Blanton is not material to the Company’s results of operations. SemanticBits, LLC On July 13, 2022, the Company completed the acquisition of SemanticBits, LLC (“SemanticBits”), a 450-person Virginia limited liability company. SemanticBits is a premier partner to U.S. federal health agencies for mission-critical digital modernization solutions and provides a full suite of scalable digital modernization services using open-source frameworks, including end-to-end agile scale development capabilities, cloud-native solutions, data analytics and human-centered designs. The acquisition provides synergies and scalabilities to support federal agencies with advanced IT solutions, digital modernization, and health expertise to solve complex customer challenges. As a result of the acquisition, SemanticBits became a wholly-owned subsidiary of the Company. The acquisition was accounted for as a business combination under ASC 805, Business Combination. The preliminary purchase price was $ 220.0 million in cash, subject to post-closing working capital adjustments of $ 2.3 million, and was funded by the existing Credit Facility. The purchase price was initially allocated to the tangible and intangible assets acquired and liabilities assumed based on the fair value on the acquisition date, with the exception of contract assets and contract liabilities which were measured in accordance with ASC 606, Revenue Recognition. The Company also engaged an independent valuation firm to assist management in the allocation of the purchase price to goodwill and other acquired intangible assets. The preliminary purchase price allocation is summarized as follows: Contract receivables, net $ 12,699 Contract assets 6,071 Customer-related intangibles 62,967 Trade names and trademarks 1,120 Other current and non-current assets 411 Accrued salaries and benefits ( 3,998 ) Accrued expenses and other liabilities ( 6,169 ) Net assets acquired 73,101 Goodwill 144,609 Purchase consideration $ 217,710 The excess of the purchase price over the estimated fair value of the net tangible assets acquired was approximately $ 208.7 million, and the Company allocated $ 63.0 million related to existing customer relationships and $ 1.1 million related to trade names and trademarks intangible assets, respectively, and $ 144.6 million to goodwill. Goodwill is reflective of the existing workforce of SemanticBits and the expected synergies created with the Company as part of the acquisition. The amortization periods for the amount allocated to customer-related intangible asset and trade names and trademarks are 4.0 years and 0.7 years from the acquisition date, respectively. The goodwill and intangible assets are not deductible for income tax purposes. The estimates and assumptions underlying the preliminary valuations are subject to collection of information necessary to complete the valuations within the measurement periods, which are up to one year from the respective acquisition dates. Although the Company does not currently expect material changes to the initial value of net assets acquired, the Company continues to evaluate assumptions related to the valuation of the assets acquired and liabilities assumed. Such assumptions include a final net working capital adjustment to be completed within ninety days of the purchase closing date, and tax-related adjustments for accrued payroll and vacation benefits. The adjustments to the Company’s initial estimates of purchase price allocation will be made in the periods in which the adjustments are determined, and the cumulative effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date. The Company expects to finalize its purchase price allocation within one year of the acquisition date. Acquisition-related costs and integration totaled $4.2 million and are included as part of indirect and selling expenses in the Company’s consolidated statements of comprehensive income. The results of SemanticBits’ operations have been included in the Company’s consolidated financial statements from the date of its acquisition. For the three and nine months ended September 30, 2022, SemanticBits contributed revenues of $ 30.1 million and gross profit of $ 9.5 million. Computation of an earnings measure other than gross profit is impracticable due to SemanticBits’ operations and financial systems being integrated with those of the Company. The following unaudited condensed pro forma information presents combined financial information as if the acquisition of SemanticBits had been effective at January 1, 2021, the beginning of the 2021 fiscal year. As a result, fiscal year 2022 represents the pro forma results for year two of the acquisition. The pro forma information includes alignment of SemanticBits’ revenue recognition policy, corrections of employee-related expenses, and adjustments reflecting changes in the amortization of intangibles, acquisition-related costs, interest expense, and records income tax effects as if SemanticBits had been included in the Company’s results of operations. The pro forma information is not intended to reflect the actual combined results of operations that would have occurred if the acquisition was completed on January 1, 2021, nor is it indicative of future operating results after the acquisition date of July 13, 2022. Three Months Ended Nine Months Ended September 30, September 30, (in thousands) 2022 2021 2022 2021 Revenue $ 473,366 $ 423,491 $ 1,380,789 $ 1,246,447 Net income 21,445 22,972 66,744 59,464 Creative Systems and Consulting On December 31, 2021 , the Company acquired Creative Systems and Consulting (”Creative”), a premier provider of IT modernization and digital transformation solutions to federal agencies, with an initial cash purchase price of approximately $ 159.5 million, subject to working capital adjustments of $ 2.9 million, for a final purchase price of $ 156.6 million. The Company recognized fair value of the assets acquired and liabilities assumed and allocated $ 128.1 million to goodwill and $ 28.9 million to intangible assets. Intangible assets consist of $ 24.5 million in customer relationships, $ 3.7 million related to developed technology, $ 0.6 million related to trade names and trademarks, and $ 0.1 million related to non-compete agreements. The allocation of the total purchase price to the tangible and intangible assets and liabilities of Creative was based on management’s preliminary estimate of fair value, based on the best available information as of December 31, 2021 when the purchase price allocation was determined. During the nine months ended September 30, 2022, the Company recorded $ 1.9 million to goodwill as part of the measurement period adjustments (see Note 4—Goodwill). As of September 30, 2022, the Company completed the purchase price accounting for the acquisition of Creative. The pro-forma impact of the acquisition was not material to the Company’s results of operations. Other A prior acquisition’s purchase agreement included additional consideration in the form of warranty and indemnity hold back payments. During the third quarter ended September 30, 2022 , the Company made the final remaining payment of $ 1.0 million. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 15 – EARNINGS PER SHARE The Company’s earnings per share (“EPS”) is computed by dividing reported net income by the weighted-average number of shares outstanding. Diluted EPS considers the potential dilution that could occur if common stock equivalents of stock options, RSUs, and PSAs were exercised or converted into stock. PSAs are included in the computation of diluted shares only to the extent that the underlying performance conditions: (i) are satisfied as of the end of the reporting period or (ii) would be considered satisfied if the end of the reporting period were the end of the related performance period and the result would be dilutive under the treasury stock method. As of September 30, 2022, the PSAs granted during the year ended December 31, 2020 met the related performance conditions for the initial performance period and were included in the calculation of diluted EPS. However, the PSAs granted during the year ended December 31, 2021 and during the nine months ended September 30, 2022 have not yet completed their initial two-year performance period and therefore were excluded in the calculation of diluted EPS. For the three months ended September 30, 2022 and 2021 and for the nine months ended September 30, 2021, there were no weighted-average shares excluded from the calculation of EPS because they were anti-dilutive. For the nine months ended September 30, 2022, there were 4,746 shares that were excluded because they were anti-dilutive. The anti-dilutive shares were associated with RSUs. The dilutive effect of stock options, RSUs, and PSAs for each period reported is summarized below: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Net Income $ 19,105 $ 20,390 $ 55,364 $ 59,053 Weighted-average number of basic shares outstanding during the period 18,826 18,865 18,806 18,864 Dilutive effect of stock options, RSUs, and performance shares 183 196 195 213 Weighted-average number of diluted shares outstanding during the period 19,009 19,061 19,001 19,077 Basic earnings per share $ 1.01 $ 1.08 $ 2.94 $ 3.13 Diluted earnings per share $ 1.01 $ 1.07 $ 2.91 $ 3.10 |
Share Repurchase Program
Share Repurchase Program | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Share Repurchase Program | NOTE 16 – SHARE REPURCHASE PROGRAM In September 2017, the board approved a share repurchase program that allows for share repurchases in the aggregate up to $ 100.0 million under approved share repurchase plans pursuant to Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In November 2021, the board amended and increased the limit under the previous authorization of $ 100.0 million to $ 200.0 million. The Restated Credit Agreement permits share repurchases provided the Company’s Consolidated Leverage Ratio, prior to and after giving effect to such repurchases, is 0.50 to 1.00 less than the then-applicable maximum Consolidated Leverage Ratio and subject to a net liquidity of $ 100.0 million. Notwithstanding the formula-based limit, the Company is permitted to make share repurchases up to $ 25.0 million per calendar year without triggering a default. Purchases under this program may be made from time to time at prevailing market prices in open market purchases or in privately negotiated transactions pursuant to Rule 10b-18 under the Exchange Act and in accordance with applicable insider trading and other securities laws and regulations. The purchases are funded from existing cash balances and/or borrowings, and the repurchased shares are held in treasury and used for general corporate purposes. The timing and extent to which the Company repurchases its shares will depend on market conditions and other corporate considerations in the Company’s sole discretion. For the nine months ended September 30, 2022 and 2021, the Company used $ 17.0 million to repurchase 176,375 shares and $ 14.7 million to repurchase 173,000 shares, respectively, under the share repurchase program. As of September 30, 2022, $ 111.9 million remained available for share repurchases under the repurchase program. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value | NOTE 17 – FAIR VALUE Financial instruments measured at fair value on a recurring basis and their location within the accompanying consolidated balance sheets are as follows: September 30, 2022 (in thousands) Level 1 Level 2 Level 3 Total Location on Balance Sheet Assets: Interest rate swaps - current portion $ — $ 4,373 $ — $ 4,373 Prepaid expenses and other assets Interest rate swaps - long-term portion — 3,783 — 3,783 Other assets Forward contract agreements — 5 — 5 Prepaid expenses and other assets Deferred compensation investments in cash surrender life insurance — 16,461 — 16,461 Other assets Liabilities: Deferred compensation plan liabilities $ — $ 16,608 $ — $ 16,608 Other long-term liabilities December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Location on Balance Sheet Assets: Forward contract agreements $ — $ 267 $ — $ 267 Prepaid expenses and other assets Deferred compensation investments in cash surrender life insurance — 20,159 — 20,159 Other assets Liabilities: Deferred compensation plan liabilities $ — $ 20,129 $ — $ 20,129 Other long-term liabilities Interest rate swaps - current portion — 3,026 — 3,026 Accrued expenses and other current liabilities Interest rate swaps - long-term portion — 888 — 888 Other long-term liabilities |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 18 – SUBSEQUENT EVENTS Dividend On November 3, 2022 , the board approved a $ 0.14 per share cash dividend. The dividend will be paid on January 12, 2023 to shareholders of record as of the close of business on December 9, 2022 . |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 19 – COMMITMENTS AND CONTINGENCIES Litigation and Claims The Company is involved in various legal matters and proceedings arising in the ordinary course of business. While these matters and proceedings cause it to incur costs, including, but not limited to, attorneys’ fees, the Company currently believes that any ultimate liability arising out of these matters and proceedings will not have a material adverse effect on its financial position, results of operations, or cash flows. Road Home Contract On June 10, 2016, the Office of Community Development (the “OCD”) of the State of Louisiana filed a written administrative demand with the Louisiana Commissioner of Administration against ICF Emergency Management Services, L.L.C. (“ICF Emergency”), a subsidiary of the Company, in connection with ICF Emergency’s administration of the Road Home Program (“Program”). The Program contract was a three-year , $ 912 million contract awarded to the Company in 2006. The Program ended, as scheduled, in 2009. The Program was primarily intended to help homeowners and landlords of small rental properties affected by Hurricanes Rita and Katrina. In its administrative demand, the OCD sought approximately $ 200.8 million in alleged overpayments to the Program’s grant recipients, and separately supplemented the amount of recovery it sought in total to approximately $ 220.2 million . The State of Louisiana, through the Division of Administration, also filed suit in Louisiana state court on June 10, 2016. The State of Louisiana broadly alleges and sought recoupment for the same claim made in the administrative proceeding submission before the Louisiana Commissioner of Administration. On September 21, 2016, the Commissioner of the Division of Administration notified OCD and the Company of his decision to defer jurisdiction of the administrative demand filed by the OCD. In so doing, the Commissioner declined to reach a decision on the merits, stated that his deferral would not be deemed to grant or deny any portion of the OCD’s claim, and authorized the parties to proceed on the matter in the previously filed judicial proceeding. The Company continues to believe that this claim has no merit, intends to vigorously defend its position, and has therefore not recorded a liability as of September 30, 2022. Executive Chair Retirement On November 15, 2020, the Company’s former Executive Chair gave notice of his retirement effective December 31, 2020. In connection with his retirement, the former Executive Chair is entitled to receive compensation and benefits as provided in his employment agreement for a termination of employment on the basis of “good reason.” As of September 30, 2022 , there were PSAs totaling 17,287 shares which were originally granted during 2020 to be satisfied through the normal course of the PSA equity award plan (see Note 13—Accounting for Stock-Based Compensation) and subject to adjustment based on performance against a relative total shareholder return performance objective. |
Basis of Presentation and Nat_2
Basis of Presentation and Nature of Operations (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include the accounts of ICF International, Inc. (“ICFI”) and its principal subsidiary, ICF Consulting Group, Inc. (“Consulting,” and together with ICFI, the “Company”), and have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”). Consulting is a wholly owned subsidiary of ICFI. ICFI is a holding company with no operations or assets other than its investment in the common stock of Consulting. All other subsidiaries of the Company are wholly owned by Consulting. All significant intercompany transactions and balances have been eliminated. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Areas of the consolidated financial statements where estimates may have the most significant effect include contractual and regulatory reserves, valuation and lives of tangible and intangible assets, contingent consideration related to business acquisitions, impairment of goodwill and long-lived assets, accrued liabilities, revenue recognition and costs to complete fixed-price contracts, bonus and other incentive compensation, stock-based compensation, reserves for tax benefits and valuation allowances on deferred tax assets, provisions for income taxes, collectability of receivables, and loss accruals for litigation. Actual results experienced by the Company may differ from management's estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recent Accounting Pronouncements Not Yet Adopted Reference Rate Reform In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The standard is intended to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease accounting and financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The provisions of this ASU are elective and apply to all entities, subject to meeting certain criteria, that have debt or hedging contracts, among other contracts, that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. Entities can elect to not apply certain modification accounting requirements to contracts affected by reference rate reform if certain criteria are met. Also, entities can elect various optional expedients that would allow it to continue to apply hedge accounting for hedging relationships affected by reference rate reform if certain criteria are met. This guidance was effective beginning on March 12, 2020 and entities may elect to apply the amendments prospectively through December 31, 2022. During the third quarter of 2022, the Company amended certain interest rate swap contracts to change the benchmark rate from LIBOR to term Secured Overnight Financing Rate (“SOFR”) based interest pricing conventions. Contemporaneously, the Company adopted ASU 2020-04 and elected to apply the optional expedient to consider the amended swap contracts as a continuation of the existing arrangements. The optional expedient did not result in a material impact on the Company’s operating results, financial position, or cash flows. |
Restricted Cash (Tables)
Restricted Cash (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restricted Cash And Cash Equivalents Current [Abstract] | |
Reconciliation of Cash and Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets for the periods presented to the total of cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows for the nine months ended September 30, 2022 and 2021: September 30, 2022 September 30, 2021 Beginning Ending Beginning Ending Cash and cash equivalents $ 8,254 $ 8,483 $ 13,841 $ 7,883 Restricted cash (1) 12,179 1,993 68,146 34,419 Total of cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows $ 20,433 $ 10,476 $ 81,987 $ 42,302 Under a contract with a customer that commenced in the fourth quarter of fiscal year 2020, the Company received advance payments to be used to pay providers of services to the customer, a separate third party. The advanced payments are treated as restricted cash - current as the Company is required under the contract to distribute the advanced funds to the third-party providers of services or return the advanced funds to the customer. Because the Company receives the advance payments from the customer, which must be refunded to the customer or remitted to a third party, the cash receipts are treated as liabilities rather than receipts for the provision of goods or services. Therefore, these cash receipts are presented in the consolidated statements of cash flows as financing cash inflows, “Receipt of restricted contract funds,” with the subsequent payments classified as financing cash outflows, “Payment of restricted contract funds.” See Note 6 — Accrued Expenses and Other Current Liabilities for the corresponding liability. |
Contract Receivables, Net (Tabl
Contract Receivables, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Summary of Contract Receivables, Net | Contract receivables, net consisted of the following: September 30, 2022 December 31, 2021 Billed and billable $ 288,396 $ 245,425 Allowance for expected credit losses ( 6,125 ) ( 7,741 ) Contract receivables, net $ 282,271 $ 237,684 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill during the nine-months period ended September 30, 2022 were as follows: Balance as of December 31, 2021 $ 1,046,760 Measurement period adjustments - ESAC acquisition 87 Measurement period adjustments - Creative Systems and Consulting acquisition 1,939 Goodwill resulting from business combination - SemanticBits 144,609 Goodwill resulting from business combination - Blanton & Associates acquisition 5,830 Effect of foreign currency translation ( 8,775 ) Balance as of September 30, 2022 $ 1,190,450 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Summary of Lease Cost | The Company’s lease cost is recognized on a straight-line basis over the lease term. Lease cost consists of the following: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Operating lease cost $ 9,411 $ 8,557 $ 28,349 $ 26,004 Finance lease cost - amortization of right-of-use assets 105 — 105 — Finance lease cost - interest 21 — 21 — Short-term lease cost 76 91 353 327 Variable lease cost 59 13 106 32 Sublease income ( 26 ) — ( 64 ) — Total lease cost $ 9,646 $ 8,661 $ 28,870 $ 26,363 |
Summary of Future Minimum Lease Payments Under Non-Cancellable Operating and Finance Leases | Future minimum lease payments under non-cancellable operating and finance leases as of September 30, 2022 were as follows: Operating Finance September 30, 2023 $ 25,245 $ 2,221 September 30, 2024 24,416 2,423 September 30, 2025 23,673 2,423 September 30, 2026 22,399 2,423 September 30, 2027 18,151 2,423 Thereafter 145,745 5,045 Total future minimum lease payments 259,629 16,958 Less: Interest ( 49,189 ) ( 1,909 ) Total lease liabilities $ 210,440 $ 15,049 Operating lease liabilities - current $ 22,959 Operating lease liabilities - non-current 187,481 Finance lease liabilities - current 1,779 Finance lease liabilities - non-current 13,270 Total lease liabilities $ 225,489 |
Summary of Other Information Related to Operating and Finance Leases | Other information related to operating and finance leases is as follows: September 30, 2022 September 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows for operating leases $ 30,038 $ 18,743 Right-of-use assets obtained in exchange for operating lease liabilities $ 13,434 $ 1,002 Property and equipment obtained in exchange for finance lease liabilities $ 15,027 — Weighted-average remaining lease term Operating leases 11.6 5.7 Finance leases 7.1 — Weighted-average discount rate Operating leases 3.3 % 3.3 % Finance leases 3.4 % — |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | At September 30, 2022 and December 31, 2021, accrued expenses and other current liabilities consisted of the following: September 30, 2022 December 31, 2021 Deposits $ 26,754 $ 21,088 Restricted contract funds 1,982 12,165 IT and software licensing costs 1,402 1,702 Taxes and insurance premiums 7,473 5,267 Facilities rental and lease exit costs 966 1,291 Interest 484 212 Professional services 2,842 3,068 Dividends 2,627 2,643 Contingent and contractual liabilities from acquisitions — 1,245 Interest rate swap liability - current — 3,026 Other accrued expenses and current liabilities 7,719 9,789 Total accrued expenses and other current liabilities $ 52,249 $ 61,496 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | At September 30, 2022 and December 31, 2021, long-term debt consisted of: September 30, 2022 December 31, 2021 Average Outstanding Average Outstanding Term Loan $ 292,500 $ 182,500 Delayed-Draw Term Loan 220,000 — Revolving Credit 194,501 241,055 Total before debt issuance costs 2.63 % 707,001 1.65 % 423,555 Unamortized debt issuance costs ( 5,304 ) ( 1,950 ) Total $ 701,697 $ 421,605 Current portion of long-term debt $ 20,500 $ 10,000 Long-term debt - non-current 681,197 411,605 Total $ 701,697 $ 421,605 |
Schedule of Future Scheduled Repayments of Debt Principal | Future scheduled repayments of debt principal are as follows: Payments due by Term Loan Delayed-Draw Term Loan Revolving Credit Total September 30, 2023 $ 15,000 $ 5,500 $ — $ 20,500 September 30, 2024 15,000 11,000 — 26,000 September 30, 2025 18,750 13,750 — 32,500 September 30, 2026 22,500 16,500 — 39,000 May 6, 2027 (Maturity) 221,250 173,250 194,501 589,001 Total $ 292,500 $ 220,000 $ 194,501 $ 707,001 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Disaggregation of Revenue | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Dollars Percent Dollars Percent Dollars Percent Dollars Percent Client Markets: Energy, environment, and infrastructure $ 166,956 36 % $ 156,384 40 % $ 483,415 37 % $ 486,945 42 % Health, education, and social programs 249,034 53 % 182,292 46 % 663,739 51 % 508,161 43 % Safety and security 33,760 7 % 28,311 7 % 96,568 7 % 89,130 8 % Consumer and financial 18,027 4 % 27,073 7 % 60,633 5 % 80,827 7 % Total $ 467,777 100 % $ 394,060 100 % $ 1,304,355 100 % $ 1,165,063 100 % Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Dollars Percent Dollars Percent Dollars Percent Dollars Percent Client Type: U.S. federal government $ 271,255 58 % $ 195,153 50 % $ 714,993 55 % $ 553,378 48 % U.S. state and local government 65,613 14 % 58,792 15 % 195,791 15 % 174,446 15 % International government 23,075 5 % 32,697 8 % 78,978 6 % 107,850 9 % Total Government 359,943 77 % 286,642 73 % 989,762 76 % 835,674 72 % Commercial 107,834 23 % 107,418 27 % 314,593 24 % 329,389 28 % Total $ 467,777 100 % $ 394,060 100 % $ 1,304,355 100 % $ 1,165,063 100 % Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Dollars Percent Dollars Percent Dollars Percent Dollars Percent Contract Mix: Time-and-materials $ 188,758 40 % $ 157,627 40 % $ 523,635 40 % $ 479,712 41 % Fixed price 210,810 45 % 166,053 42 % 580,738 45 % 473,810 41 % Cost-based 68,209 15 % 70,380 18 % 199,982 15 % 211,541 18 % Total $ 467,777 100 % $ 394,060 100 % $ 1,304,355 100 % $ 1,165,063 100 % |
Schedule of Contract Balances and Changes in Contract Balances | Contract Balances: Contract assets consist primarily of unbilled amounts resulting from long-term contracts when revenue recognized exceeds the amount billed often due to billing schedule timing. Contract liabilities result from advance payments received on a contract or from billings in excess of revenue recognized on long-term contracts due to billing schedule timing. The following table summarizes the contract balances as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 $ Change % Change Contract assets $ 196,811 $ 137,867 $ 58,944 42.8 % Contract liabilities ( 24,599 ) ( 39,665 ) 15,066 ( 38.0 %) Net contract assets (liabilities) $ 172,212 $ 98,202 $ 74,010 75.4 % |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Interest Rate Swaps Derivatives Designated as Cash Flow Hedges | A summary of interest rate swap derivatives designated as cash flow hedges as of September 30, 2022 are as follows: Notional Paid Dates of Effected Cash Flows Date of Interest Rate Swap Agreement ($million) Rate% Beginning Ending September 30, 2016 (1) $ 100.0 - January 31, 2018 January 31, 2023 August 31, 2017 (2) $ 25.0 1.795 % August 31, 2018 August 31, 2023 August 8, 2018 (3) $ 50.0 2.736 % August 31, 2018 August 31, 2023 August 8, 2018 $ 25.0 2.851 % August 31, 2018 August 31, 2023 February 20, 2020 (4) $ 100.0 1.191 % February 28, 2020 February 28, 2025 (1) On December 1, 2016, the Company sold the interest rate hedge agreement. The fair value of the interest rate hedge, as of the date of the sale, was recorded in other comprehensive income, net of tax. The gain from the sale will be recognized into earnings when earnings are impacted by the cash flows of the previously hedged variable interest rate. (2) On September 15, 2022, the Company amended the interest rate hedge agreement to change the benchmark from LIBOR with a fixed interest rate of 1.8475 % to term SOFR fixed interest rate of 1.795 %. (3) On August 25, 2022, the Company amended the interest rate hedge agreement to change the benchmark from LIBOR with a fixed interest rate of 2.854 % to term SOFR fixed interest rate of 2.736 %. (4) On August 25, 2022, the Company amended the interest rate hedge agreement to change the benchmark from LIBOR with a fixed interest rate of 1.294 % to term SOFR fixed interest rate of 1.191 %. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Components of Accumulated Other Comprehensive Loss | Accumulated other comprehensive loss as of September 30, 2022 and 2021 included the following: Three Months Ended September 30, 2022 Foreign Gain on Sale (1) Change in (2) Total Accumulated other comprehensive (loss) income at June 30, 2022 $ ( 16,562 ) $ 305 $ 3,670 $ ( 12,587 ) Current period other comprehensive (loss) income: Other comprehensive (loss) income before reclassifications ( 7,074 ) — 3,128 ( 3,946 ) Amounts reclassified from accumulated other comprehensive (loss) income (3) — ( 180 ) 142 ( 38 ) Effect of taxes (4) 3,309 48 ( 928 ) 2,429 Total current period other comprehensive (loss) income ( 3,765 ) ( 132 ) 2,342 ( 1,555 ) Accumulated other comprehensive (loss) income at September 30, 2022 $ ( 20,327 ) $ 173 $ 6,012 $ ( 14,142 ) Three Months Ended September 30, 2021 Foreign Gain on Sale (1) Change in (2) Total Accumulated other comprehensive (loss) income at June 30, 2021 $ ( 6,225 ) $ 833 $ ( 5,502 ) $ ( 10,894 ) Current period other comprehensive (loss) income: Other comprehensive (loss) income before reclassifications ( 2,872 ) — ( 27 ) ( 2,899 ) Amounts reclassified from accumulated other comprehensive (loss) income (3) — ( 180 ) 943 763 Effect of taxes (4) 361 48 ( 244 ) 165 Total current period other comprehensive (loss) income ( 2,511 ) ( 132 ) 672 ( 1,971 ) Accumulated other comprehensive (loss) income at September 30, 2021 $ ( 8,736 ) $ 701 $ ( 4,830 ) $ ( 12,865 ) Nine Months Ended September 30, 2022 Foreign Gain on Sale (1) Change in (2) Total Accumulated other comprehensive (loss) income at December 31, 2021 $ ( 8,759 ) $ 569 $ ( 2,845 ) $ ( 11,035 ) Current period other comprehensive (loss) income: Other comprehensive (loss) income before reclassifications ( 16,099 ) — 10,430 ( 5,669 ) Amounts reclassified from accumulated other comprehensive (loss) income (3) — ( 540 ) 1,640 1,100 Effect of taxes (4) 4,531 144 ( 3,213 ) 1,462 Total current period other comprehensive (loss) income ( 11,568 ) ( 396 ) 8,857 ( 3,107 ) Accumulated other comprehensive (loss) income at September 30, 2022 $ ( 20,327 ) $ 173 $ 6,012 $ ( 14,142 ) Nine Months Ended September 30, 2021 Foreign Gain on Sale (1) Change in (2) Total Accumulated other comprehensive (loss) income at December 31, 2020 $ ( 7,210 ) $ 1,096 $ ( 7,992 ) $ ( 14,106 ) Current period other comprehensive (loss) income: Other comprehensive (loss) income before reclassifications ( 1,722 ) — 1,530 ( 192 ) Amounts reclassified from accumulated other comprehensive (loss) income (3) — ( 540 ) 2,778 2,238 Effect of taxes (4) 196 145 ( 1,146 ) ( 805 ) Total current period other comprehensive (loss) income ( 1,526 ) ( 395 ) 3,162 1,241 Accumulated other comprehensive (loss) income at September 30, 2021 $ ( 8,736 ) $ 701 $ ( 4,830 ) $ ( 12,865 ) (1) Represents the unamortized value of an interest rate hedge agreement, designated as a cash flow hedge, which was sold on December 1, 2016. The fair value of the interest rate hedge agreement, at the date of the sale, was recorded in other comprehensive income, net of tax, and is being reclassified to interest expense when earnings are impacted by the hedged items and as interest payments are made on the Credit Facility from January 31, 2018 to January 31, 2023 (see Note 9—Derivative Instruments and Hedging Activities). (2) Represents the change in fair value of interest rate hedge agreements designated as cash flow hedges. The fair value of the interest rate hedge agreements was recorded in other comprehensive income, net of tax, and will be reclassified to earnings when earnings are impacted by the hedged items, as interest payments are made on the Credit Facility from August 31, 2018 to February 28, 2025 (see Note 9—Derivative Instruments and Hedging Activities). (3) The Company expects to reclassify $ 0.2 million of net gains related to the Gain on Sale of Interest Rate Hedge Agreement and $ 4.4 million of net gains related to the Change in Fair Value of Interest Rate Hedge Agreement from accumulated other comprehensive loss into earnings during the next 12 months. (4) The Company’s effective tax rate for the three months ended September 30, 2022 and 2021 was 11.7 % and 31.6 % , respectively, and 23.2 % and 29.8 % for the nine months ended September 30, 2022 and 2021 , respectively. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders Equity Note [Abstract] | |
Schedule of Changes in Stockholders' Equity | Changes in stockholders’ equity for the three and nine months ended September 30, 2022 and 2021 are as follows: Three Months Ended September 30, 2022 Common Stock Additional Retained Treasury Stock Accumulated Shares Amount Capital Earnings Shares Amount Loss Total Balance at June 30, 2022 18,818 $ 23 $ 393,224 $ 680,323 4,887 $ ( 241,566 ) $ ( 12,587 ) $ 819,417 Net income — — — 19,105 — — — 19,105 Other comprehensive loss — — — — — — ( 1,555 ) ( 1,555 ) Equity compensation — — 3,516 — — — — 3,516 Exercise of stock options 5 — 218 — — — — 218 Issuance of shares pursuant to employee stock purchase plan and vesting of restricted stock units 14 — 4 — — — — 4 Payments for stock buybacks ( 3 ) — — — 3 ( 330 ) — ( 330 ) Dividends declared — — — ( 2,636 ) — — — ( 2,636 ) Balance at September 30, 2022 18,834 $ 23 $ 396,962 $ 696,792 4,890 $ ( 241,896 ) $ ( 14,142 ) $ 837,739 Three Months Ended September 30, 2021 Common Stock Additional Retained Treasury Stock Accumulated Shares Amount Capital Earnings Shares Amount Loss Total Balance at June 30, 2021 18,860 $ 23 $ 376,622 $ 622,113 4,624 $ ( 216,353 ) $ ( 10,894 ) $ 771,511 Net income — — — 20,390 — — — 20,390 Other comprehensive loss — — — — — — ( 1,971 ) ( 1,971 ) Equity compensation — — 3,593 — — — — 3,593 Exercise of stock options — — — — — — — — Issuance of shares pursuant to employee stock purchase plan and vesting of restricted stock units 13 — — — — — — — Payments for stock buybacks ( 3 ) — — — 3 ( 330 ) — ( 330 ) Dividends declared — — — ( 2,641 ) — — — ( 2,641 ) Balance at September 30, 2021 18,870 $ 23 $ 380,215 $ 639,862 4,627 $ ( 216,683 ) $ ( 12,865 ) $ 790,552 Nine Months Ended September 30, 2022 Common Stock Additional Retained Treasury Stock Accumulated Shares Amount Capital Earnings Shares Amount Loss Total Balance at December 31, 2021 18,876 $ 23 $ 384,984 $ 649,298 4,659 $ ( 219,800 ) $ ( 11,035 ) $ 803,470 Net income — — — 55,364 — — — 55,364 Other comprehensive loss — — — — — — ( 3,107 ) ( 3,107 ) Equity compensation — — 10,023 — — — — 10,023 Exercise of stock options 13 — 412 — — — — 412 Issuance of shares pursuant to employee stock purchase plan and vesting of restricted stock units 176 — 1,543 — — — — 1,543 Payments for stock buybacks ( 231 ) — — — 231 ( 22,096 ) — ( 22,096 ) Dividends declared — — — ( 7,870 ) — — — ( 7,870 ) Balance at September 30, 2022 18,834 $ 23 $ 396,962 $ 696,792 4,890 $ ( 241,896 ) $ ( 14,142 ) $ 837,739 Nine Months Ended September 30, 2021 Common Stock Additional Retained Treasury Stock Accumulated Shares Amount Capital Earnings Shares Amount Loss Total Balance at December 31, 2020 18,910 $ 23 $ 369,058 $ 588,731 4,395 $ ( 196,745 ) $ ( 14,106 ) $ 746,961 Net income — — — 59,053 — — — 59,053 Other comprehensive income — — — — — — 1,241 1,241 Equity compensation — — 9,756 — — — — 9,756 Exercise of stock options 6 — 158 — — — — 158 Issuance of shares pursuant to employee stock purchase plan and vesting of restricted stock units 186 — — — — — — — Payments for stock buybacks ( 232 ) — 1,243 — 232 ( 19,938 ) — ( 18,695 ) Dividends declared — — — ( 7,922 ) — — — ( 7,922 ) Balance at September 30, 2021 18,870 $ 23 $ 380,215 $ 639,862 4,627 $ ( 216,683 ) $ ( 12,865 ) $ 790,552 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Summary of Preliminary Purchase Price Allocation | The preliminary purchase price allocation is summarized as follows: Contract receivables, net $ 12,699 Contract assets 6,071 Customer-related intangibles 62,967 Trade names and trademarks 1,120 Other current and non-current assets 411 Accrued salaries and benefits ( 3,998 ) Accrued expenses and other liabilities ( 6,169 ) Net assets acquired 73,101 Goodwill 144,609 Purchase consideration $ 217,710 |
Schedule of Unaudited Condensed Pro Forma Financial Information | The following unaudited condensed pro forma information presents combined financial information as if the acquisition of SemanticBits had been effective at January 1, 2021, the beginning of the 2021 fiscal year. As a result, fiscal year 2022 represents the pro forma results for year two of the acquisition. The pro forma information includes alignment of SemanticBits’ revenue recognition policy, corrections of employee-related expenses, and adjustments reflecting changes in the amortization of intangibles, acquisition-related costs, interest expense, and records income tax effects as if SemanticBits had been included in the Company’s results of operations. The pro forma information is not intended to reflect the actual combined results of operations that would have occurred if the acquisition was completed on January 1, 2021, nor is it indicative of future operating results after the acquisition date of July 13, 2022. Three Months Ended Nine Months Ended September 30, September 30, (in thousands) 2022 2021 2022 2021 Revenue $ 473,366 $ 423,491 $ 1,380,789 $ 1,246,447 Net income 21,445 22,972 66,744 59,464 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Dilutive Effect of Stock Options RSUs and PSAs | The dilutive effect of stock options, RSUs, and PSAs for each period reported is summarized below: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Net Income $ 19,105 $ 20,390 $ 55,364 $ 59,053 Weighted-average number of basic shares outstanding during the period 18,826 18,865 18,806 18,864 Dilutive effect of stock options, RSUs, and performance shares 183 196 195 213 Weighted-average number of diluted shares outstanding during the period 19,009 19,061 19,001 19,077 Basic earnings per share $ 1.01 $ 1.08 $ 2.94 $ 3.13 Diluted earnings per share $ 1.01 $ 1.07 $ 2.91 $ 3.10 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value on Recurring Basis | Financial instruments measured at fair value on a recurring basis and their location within the accompanying consolidated balance sheets are as follows: September 30, 2022 (in thousands) Level 1 Level 2 Level 3 Total Location on Balance Sheet Assets: Interest rate swaps - current portion $ — $ 4,373 $ — $ 4,373 Prepaid expenses and other assets Interest rate swaps - long-term portion — 3,783 — 3,783 Other assets Forward contract agreements — 5 — 5 Prepaid expenses and other assets Deferred compensation investments in cash surrender life insurance — 16,461 — 16,461 Other assets Liabilities: Deferred compensation plan liabilities $ — $ 16,608 $ — $ 16,608 Other long-term liabilities December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Location on Balance Sheet Assets: Forward contract agreements $ — $ 267 $ — $ 267 Prepaid expenses and other assets Deferred compensation investments in cash surrender life insurance — 20,159 — 20,159 Other assets Liabilities: Deferred compensation plan liabilities $ — $ 20,129 $ — $ 20,129 Other long-term liabilities Interest rate swaps - current portion — 3,026 — 3,026 Accrued expenses and other current liabilities Interest rate swaps - long-term portion — 888 — 888 Other long-term liabilities |
Basis of Presentation and Nat_3
Basis of Presentation and Nature of Operations - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 Segment Office | Sep. 30, 2021 Segment | Sep. 30, 2022 Segment Office | Sep. 30, 2021 Segment | |
Basis of Presentation and Nature of Operations [Line Items] | ||||
Number of operating segments | Segment | 1 | 1 | 1 | 1 |
Number of reporting segments | Segment | 1 | 1 | 1 | 1 |
Domestic | Minimum | ||||
Basis of Presentation and Nature of Operations [Line Items] | ||||
Number of offices | Office | 50 | 50 | ||
International | Minimum | ||||
Basis of Presentation and Nature of Operations [Line Items] | ||||
Number of offices | Office | 20 | 20 |
Restricted Cash - Reconciliatio
Restricted Cash - Reconciliation of Cash and Cash Equivalents, and Restricted Cash to the Total of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Cash And Cash Equivalents [Abstract] | |||||
Cash and cash equivalents | $ 8,483 | $ 8,254 | $ 7,883 | $ 13,841 | |
Restricted cash | [1] | 1,993 | 12,179 | 34,419 | 68,146 |
Total of cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows | $ 10,476 | $ 20,433 | $ 42,302 | $ 81,987 | |
[1] Under a contract with a customer that commenced in the fourth quarter of fiscal year 2020, the Company received advance payments to be used to pay providers of services to the customer, a separate third party. The advanced payments are treated as restricted cash - current as the Company is required under the contract to distribute the advanced funds to the third-party providers of services or return the advanced funds to the customer. Because the Company receives the advance payments from the customer, which must be refunded to the customer or remitted to a third party, the cash receipts are treated as liabilities rather than receipts for the provision of goods or services. Therefore, these cash receipts are presented in the consolidated statements of cash flows as financing cash inflows, “Receipt of restricted contract funds,” with the subsequent payments classified as financing cash outflows, “Payment of restricted contract funds.” See Note 6 — Accrued Expenses and Other Current Liabilities for the corresponding liability. |
Contract Receivables, Net - Sum
Contract Receivables, Net - Summary of Contract Receivables, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Billed and billable | $ 288,396 | $ 245,425 |
Allowance for expected credit losses | (6,125) | (7,741) |
Contract receivables, net | $ 282,271 | $ 237,684 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill [Line Items] | |
Balance as of December 31, 2021 | $ 1,046,760 |
Effect of foreign currency translation | (8,775) |
Balance as of September 30, 2022 | 1,190,450 |
ESAC Acquisition | |
Goodwill [Line Items] | |
Measurement period adjustments/ Goodwill resulting from business combination | 87 |
Creative Systems and Consulting Acquisition | |
Goodwill [Line Items] | |
Measurement period adjustments/ Goodwill resulting from business combination | 1,939 |
SemanticBits | |
Goodwill [Line Items] | |
Measurement period adjustments/ Goodwill resulting from business combination | 144,609 |
Blanton & Associates Acquisition | |
Goodwill [Line Items] | |
Measurement period adjustments/ Goodwill resulting from business combination | $ 5,830 |
Leases - Additional Information
Leases - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Lessee Lease Description [Line Items] | |
Operating leases, option to extend lease | The leases may include options to extend the lease periods for up to 5 years |
Finance leases, option to extend lease | The leases may include options to extend the lease periods for up to 5 years |
Operating leases, existence of option to extend | true |
Operating leases, option to terminate lease | options to terminate the leases within 1 year |
Finance leases, option to terminate lease | options to terminate the leases within 1 year |
Operating leases, existence of option to terminate | true |
Operating leases, residual value guarantee description | The leases may include a residual value guarantee or a responsibility to return the property to its original state of use. |
Finance leases, residual value guarantee description | The leases may include a residual value guarantee or a responsibility to return the property to its original state of use. |
Operating leases, existence of residual value guarantee | true |
Minimum | |
Lessee Lease Description [Line Items] | |
Operating leases, remaining lease term | 1 year |
Finance leases, remaining lease term | 1 year |
Maximum | |
Lessee Lease Description [Line Items] | |
Operating leases, remaining lease term | 17 years |
Finance leases, remaining lease term | 17 years |
Operating leases, extendable lease term | 5 years |
Finance leases, extendable lease term | 5 years |
Operating leases, termination lease term | 1 year |
Finance leases, termination lease term | 1 year |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease cost | $ 9,411 | $ 8,557 | $ 28,349 | $ 26,004 |
Finance lease cost - amortization of right-of-use assets | 105 | 105 | ||
Finance lease cost - interest | 21 | 21 | ||
Short-term lease cost | 76 | 91 | 353 | 327 |
Variable lease cost | 59 | 13 | 106 | 32 |
Sublease income | (26) | (64) | ||
Total lease cost | $ 9,646 | $ 8,661 | $ 28,870 | $ 26,363 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments Under Non-Cancellable Operating and Finance Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
September 30, 2023 | $ 25,245 | |
September 30, 2024 | 24,416 | |
September 30, 2025 | 23,673 | |
September 30, 2026 | 22,399 | |
September 30, 2027 | 18,151 | |
Thereafter | 145,745 | |
Total future minimum lease payments | 259,629 | |
Less: Interest | (49,189) | |
Total lease liabilities | 210,440 | |
September 30, 2023 | 2,221 | |
September 30, 2024 | 2,423 | |
September 30, 2025 | 2,423 | |
September 30, 2026 | 2,423 | |
September 30, 2027 | 2,423 | |
Thereafter | 5,045 | |
Total future minimum lease payments | 16,958 | |
Less: Interest | (1,909) | |
Total lease liabilities | 15,049 | |
Operating lease liabilities - current | 22,959 | $ 34,901 |
Operating lease liabilities - non-current | 187,481 | $ 191,805 |
Finance lease liabilities - current | 1,779 | |
Finance lease liabilities - non-current | 13,270 | |
Total lease liabilities | $ 225,489 |
Leases - Summary of Other Infor
Leases - Summary of Other Information Related to Operating and Finance Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Operating cash outflows for operating leases | $ 30,038 | $ 18,743 |
Right-of-use assets obtained in exchange for operating lease liabilities | 13,434 | $ 1,002 |
Property and equipment obtained in exchange for finance lease liabilities | $ 15,027 | |
Weighted-average remaining lease term - Operating leases | 11 years 7 months 6 days | 5 years 8 months 12 days |
Weighted-average remaining lease term - Finance leases | 7 years 1 month 6 days | |
Weighted average discount rate - Operating leases | 3.30% | 3.30% |
Weighted-average discount rate - Finance leases | 3.40% |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables And Accruals [Abstract] | ||
Deposits | $ 26,754 | $ 21,088 |
Restricted contract funds | 1,982 | 12,165 |
IT and software licensing costs | 1,402 | 1,702 |
Taxes and insurance premiums | 7,473 | 5,267 |
Facilities rental and lease exit costs | 966 | 1,291 |
Interest | 484 | 212 |
Professional services | 2,842 | 3,068 |
Dividends | 2,627 | 2,643 |
Contingent and contractual liabilities from acquisitions | 1,245 | |
Interest rate swap liability - current | 3,026 | |
Other accrued expenses and current liabilities | 7,719 | 9,789 |
Total accrued expenses and other current liabilities | $ 52,249 | $ 61,496 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Average Interest Rate | 2.63% | 1.65% |
Outstanding Balance before debt issuance costs | $ 707,001 | $ 423,555 |
Unamortized debt issuance costs | (5,304) | (1,950) |
Total | 701,697 | 421,605 |
Current portion of long-term debt | 20,500 | 10,000 |
Long-term debt | 681,197 | 411,605 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Outstanding Balance before debt issuance costs | 292,500 | 182,500 |
Delayed-Draw Term Loan | ||
Debt Instrument [Line Items] | ||
Outstanding Balance before debt issuance costs | 220,000 | |
Revolving Credit | ||
Debt Instrument [Line Items] | ||
Outstanding Balance before debt issuance costs | $ 194,501 | $ 241,055 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) | May 06, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Debt Instrument [Line Items] | |||
Line of credit facility | $ 75,000,000 | ||
Letters of credit sublimit | 100,000,000 | ||
Line of credit facility | $ 180,000,000 | ||
Line of credit facility, additional revolving credit commitments under existing loan facility | $ 300,000,000 | ||
Line of credit facility leverage ratio covenant temporary increment | 5% | ||
Line of credit facility, interest coverage ratio covenant | 3% | ||
Long-term debt outstanding exclusive of unamortized debt issuance costs | 707,001,000 | $ 423,555,000 | |
Unamortized debt issuance costs | $ 5,304,000 | 1,950,000 | |
Number of letters of credit, outstanding | 8 | ||
Letters of credit outstanding, amount | $ 3,200,000 | ||
Line of credit facility, current borrowing capacity | 316,700,000 | ||
Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt outstanding exclusive of unamortized debt issuance costs | 292,500,000 | $ 182,500,000 | |
Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument, principal amount | $ 200,000,000 | ||
Line of credit facility, leverage ratio covenant | 4% | ||
Foreign currency debt limit | $ 30,000,000 | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, principal amount | $ 300,000,000 | ||
Line of credit facility, leverage ratio covenant | 4.50% | ||
Foreign currency debt limit | $ 200,000,000 | ||
Revolving Credit | |||
Debt Instrument [Line Items] | |||
Line of credit facility, maximum borrowing capacity | 600,000,000 | 600,000,000 | |
Unused borrowing capacity amount | $ 402,300,000 | ||
Delayed Draw Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Line of credit facility | $ 400,000,000 | ||
Fed Funds Effective Rate Overnight Index Swap Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 0.50% | ||
Secured Overnight Financing Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1% |
Long Term Debt - Schedule of Fu
Long Term Debt - Schedule of Future Scheduled Repayments of Term Loan Principal (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
September 30, 2023 | $ 20,500 | |
September 30, 2024 | 26,000 | |
September 30, 2025 | 32,500 | |
September 30, 2026 | 39,000 | |
May 6, 2027 (Maturity) | 589,001 | |
Total | 707,001 | $ 423,555 |
Term Loan | ||
Debt Instrument [Line Items] | ||
September 30, 2023 | 15,000 | |
September 30, 2024 | 15,000 | |
September 30, 2025 | 18,750 | |
September 30, 2026 | 22,500 | |
May 6, 2027 (Maturity) | 221,250 | |
Total | 292,500 | 182,500 |
Delayed-Draw Term Loan | ||
Debt Instrument [Line Items] | ||
September 30, 2023 | 5,500 | |
September 30, 2024 | 11,000 | |
September 30, 2025 | 13,750 | |
September 30, 2026 | 16,500 | |
May 6, 2027 (Maturity) | 173,250 | |
Total | 220,000 | |
Revolving Credit | ||
Debt Instrument [Line Items] | ||
May 6, 2027 (Maturity) | 194,501 | |
Total | $ 194,501 | $ 241,055 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients | $ 467,777 | $ 394,060 | $ 1,304,355 | $ 1,165,063 |
Time-and-Materials | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients | 188,758 | 157,627 | 523,635 | 479,712 |
Fixed-Price | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients | 210,810 | 166,053 | 580,738 | 473,810 |
Cost-Based | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients | 68,209 | 70,380 | 199,982 | 211,541 |
U.S. Federal Government | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients | 271,255 | 195,153 | 714,993 | 553,378 |
U.S. State and Local Government | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients | 65,613 | 58,792 | 195,791 | 174,446 |
International Government | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients | 23,075 | 32,697 | 78,978 | 107,850 |
Total Government | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients | 359,943 | 286,642 | 989,762 | 835,674 |
Commercial | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients | $ 107,834 | $ 107,418 | $ 314,593 | $ 329,389 |
Customer Concentration Risk | Revenue from Contract with Customer | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients, Percent | 100% | 100% | 100% | 100% |
Customer Concentration Risk | Revenue from Contract with Customer | Time-and-Materials | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients, Percent | 40% | 40% | 40% | 41% |
Customer Concentration Risk | Revenue from Contract with Customer | Fixed-Price | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients, Percent | 45% | 42% | 45% | 41% |
Customer Concentration Risk | Revenue from Contract with Customer | Cost-Based | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients, Percent | 15% | 18% | 15% | 18% |
Customer Concentration Risk | Revenue from Contract with Customer | U.S. Federal Government | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients, Percent | 58% | 50% | 55% | 48% |
Customer Concentration Risk | Revenue from Contract with Customer | U.S. State and Local Government | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients, Percent | 14% | 15% | 15% | 15% |
Customer Concentration Risk | Revenue from Contract with Customer | International Government | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients, Percent | 5% | 8% | 6% | 9% |
Customer Concentration Risk | Revenue from Contract with Customer | Total Government | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients, Percent | 77% | 73% | 76% | 72% |
Customer Concentration Risk | Revenue from Contract with Customer | Commercial | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients, Percent | 23% | 27% | 24% | 28% |
Energy, Environmental and Infrastructure | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients | $ 166,956 | $ 156,384 | $ 483,415 | $ 486,945 |
Energy, Environmental and Infrastructure | Customer Concentration Risk | Revenue from Contract with Customer | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients, Percent | 36% | 40% | 37% | 42% |
Health, Education and Social Programs | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients | $ 249,034 | $ 182,292 | $ 663,739 | $ 508,161 |
Health, Education and Social Programs | Customer Concentration Risk | Revenue from Contract with Customer | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients, Percent | 53% | 46% | 51% | 43% |
Safety and Security | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients | $ 33,760 | $ 28,311 | $ 96,568 | $ 89,130 |
Safety and Security | Customer Concentration Risk | Revenue from Contract with Customer | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients, Percent | 7% | 7% | 7% | 8% |
Consumer and Financial | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients | $ 18,027 | $ 27,073 | $ 60,633 | $ 80,827 |
Consumer and Financial | Customer Concentration Risk | Revenue from Contract with Customer | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients, Percent | 4% | 7% | 5% | 7% |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Changes in Contract Balances Due to Adoption of New Accounting Standards (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | ||
Contract assets | $ 196,811 | $ 137,867 |
Contract liabilities | (24,599) | (39,665) |
Net contract assets (liabilities) | 172,212 | $ 98,202 |
Change in contract assets | 58,944 | |
Change in contract liabilities | 15,066 | |
Change in net contract assets (liabilities) | $ 74,010 | |
Percentage of change in contract assets | 42.80% | |
Percentage of change in contract liabilities | (38.00%) | |
Percentage of change in net contract assets (liabilities) | 75.40% |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenue From Contract With Customer [Line Items] | |||
Net contract assets (liabilities) | $ 74,010 | ||
Contract assets | 196,811 | $ 137,867 | |
Revenue related to contract liabilities | 27,100 | $ 21,700 | |
Semantic Bits L L C [Member] | |||
Revenue From Contract With Customer [Line Items] | |||
Increase in net contract assets (liabilities) | 58,900 | ||
Contract assets | $ 9,900 |
Revenue Recognition - Additio_2
Revenue Recognition - Additional Information (Detail 1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-10-01 $ in Billions | Sep. 30, 2022 USD ($) |
Revenue From Contract With Customer [Line Items] | |
Unfulfilled performance obligation | $ 1.4 |
Maximum | |
Revenue From Contract With Customer [Line Items] | |
Expected period to satisfy performance obligations | 2 years |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Summary of Interest Rate Swaps Derivatives Designated as Cash Flow Hedges (Details) - Cash Flow Hedging - Designated as Hedging Instrument - USD ($) $ in Millions | Feb. 20, 2020 | [1] | Aug. 08, 2018 | Aug. 31, 2017 | [3] | Sep. 30, 2016 | [4] | |
Interest Rate Swap | ||||||||
Derivative [Line Items] | ||||||||
Notional Amount | $ 100 | $ 50 | [2] | $ 25 | $ 100 | |||
Paid Fixed Interest Rate% | 1.191% | 2.736% | [2] | 1.795% | ||||
Beginning Dates of Effected Cash Flows | Feb. 28, 2020 | Aug. 31, 2018 | [2] | Aug. 31, 2018 | Jan. 31, 2018 | |||
Ending Dates of Effected Cash Flows | Feb. 28, 2025 | Aug. 31, 2023 | [2] | Aug. 31, 2023 | Jan. 31, 2023 | |||
Interest Rate Swap 2.851% Paid Rate | ||||||||
Derivative [Line Items] | ||||||||
Notional Amount | $ 25 | |||||||
Paid Fixed Interest Rate% | 2.851% | |||||||
Beginning Dates of Effected Cash Flows | Aug. 31, 2018 | |||||||
Ending Dates of Effected Cash Flows | Aug. 31, 2023 | |||||||
[1] On August 25, 2022, the Company amended the interest rate hedge agreement to change the benchmark from LIBOR with a fixed interest rate of 1.294 % to term SOFR fixed interest rate of 1.191 %. On August 25, 2022, the Company amended the interest rate hedge agreement to change the benchmark from LIBOR with a fixed interest rate of 2.854 % to term SOFR fixed interest rate of 2.736 %. On September 15, 2022, the Company amended the interest rate hedge agreement to change the benchmark from LIBOR with a fixed interest rate of 1.8475 % to term SOFR fixed interest rate of 1.795 %. On December 1, 2016, the Company sold the interest rate hedge agreement. The fair value of the interest rate hedge, as of the date of the sale, was recorded in other comprehensive income, net of tax. The gain from the sale will be recognized into earnings when earnings are impacted by the cash flows of the previously hedged variable interest rate. |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Summary of Interest Rate Swaps Derivatives Designated as Cash Flow Hedges (Parenthetical) (Details) - Designated as Hedging Instrument - Interest Rate Swap | Sep. 15, 2022 | Aug. 25, 2022 |
London Interbank Offered Rate (LIBOR) | August 31, 2017 | ||
Derivative [Line Items] | ||
Derivative Fixed Interest Rate | 1.8475% | |
London Interbank Offered Rate (LIBOR) | August 8, 2018 | ||
Derivative [Line Items] | ||
Derivative Fixed Interest Rate | 2.854% | |
London Interbank Offered Rate (LIBOR) | February 20, 2020 | ||
Derivative [Line Items] | ||
Derivative Fixed Interest Rate | 1.294% | |
SOFR | August 31, 2017 | ||
Derivative [Line Items] | ||
Derivative Fixed Interest Rate | 1.795% | |
SOFR | August 8, 2018 | ||
Derivative [Line Items] | ||
Derivative Fixed Interest Rate | 2.736% | |
SOFR | February 20, 2020 | ||
Derivative [Line Items] | ||
Derivative Fixed Interest Rate | 1.191% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Taxes [Line Items] | ||||
Effective income tax rate reconciliation, percent | 11.70% | 31.60% | 23.20% | 29.80% |
Unrecognized tax benefits | $ 500,000 | $ 900,000 | $ 500,000 | $ 900,000 |
Unrecognized tax benefits, income tax penalties and interest accrued | $ 0 | $ 0 | $ 0 | $ 0 |
COVID-19 Pandemic | U.S. Federal Government | ||||
Income Taxes [Line Items] | ||||
Percentage of deferred employer portion of social security tax repayable | 50% | 50% | ||
COVID-19 Pandemic | CARES Act | U.S. Federal Government | ||||
Income Taxes [Line Items] | ||||
Exercised option to defer employer portion of social security tax payment description | Pursuant to the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, the Company exercised the option to defer payment of the employer portion of the Social Security tax, with 50% to be repaid by December 31, 2021 and the remainder by December 31, 2022. | |||
Percentage of deferred employer portion of social security tax repayable | 50% | |||
Employer portion of social security tax repayable date | Dec. 31, 2021 | |||
Employer portion of social security tax repayable remainder date | Dec. 31, 2022 | |||
Employer portion of social security tax deferred | $ 20,900,000 | |||
Internal Revenue Service (IRS) | Latest Tax Year | ||||
Income Taxes [Line Items] | ||||
Open tax year | 2020 | |||
Internal Revenue Service (IRS) | Earliest Tax Year | ||||
Income Taxes [Line Items] | ||||
Open tax year | 2018 | |||
State Local and Foreign Jurisdictions | Latest Tax Year | ||||
Income Taxes [Line Items] | ||||
Open tax year | 2020 | |||
State Local and Foreign Jurisdictions | Earliest Tax Year | ||||
Income Taxes [Line Items] | ||||
Open tax year | 2017 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||||
Balance | $ 819,417 | $ 771,511 | $ 803,470 | $ 746,961 | ||||
Current period other comprehensive (loss) income: | ||||||||
Total current period other comprehensive income (loss) | (1,555) | (1,971) | (3,107) | 1,241 | ||||
Balance | 837,739 | 790,552 | 837,739 | 790,552 | ||||
Foreign Currency Translation Adjustments | ||||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||||
Balance | (16,562) | (6,225) | (8,759) | (7,210) | ||||
Current period other comprehensive (loss) income: | ||||||||
Other comprehensive (loss) income before reclassifications | (7,074) | (2,872) | (16,099) | (1,722) | ||||
Effect of taxes | 3,309 | 361 | [1] | 4,531 | [1] | 196 | [1] | |
Total current period other comprehensive income (loss) | (3,765) | (2,511) | (11,568) | (1,526) | ||||
Balance | (20,327) | (8,736) | (20,327) | (8,736) | ||||
Gain on Sale of Interest Rate Hedge Agreement | ||||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||||
Balance | [2] | 305 | 833 | 569 | 1,096 | |||
Current period other comprehensive (loss) income: | ||||||||
Amounts reclassified from accumulated other comprehensive (loss) income | [2] | (180) | (180) | [3] | (540) | [3] | (540) | [3] |
Effect of taxes | [2] | 48 | 48 | [1] | 144 | [1] | 145 | [1] |
Total current period other comprehensive income (loss) | [2] | (132) | (132) | (396) | (395) | |||
Balance | [2] | 173 | 701 | 173 | 701 | |||
Change in Fair Value of Interest Rate Hedge Agreements | ||||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||||
Balance | [4] | 3,670 | (5,502) | (2,845) | (7,992) | |||
Current period other comprehensive (loss) income: | ||||||||
Other comprehensive (loss) income before reclassifications | [4] | 3,128 | (27) | 10,430 | 1,530 | |||
Amounts reclassified from accumulated other comprehensive (loss) income | [4] | 142 | 943 | [3] | 1,640 | [3] | 2,778 | [3] |
Effect of taxes | [4] | (928) | (244) | [1] | (3,213) | [1] | (1,146) | [1] |
Total current period other comprehensive income (loss) | [4] | 2,342 | 672 | 8,857 | 3,162 | |||
Balance | [4] | 6,012 | (4,830) | 6,012 | (4,830) | |||
Accumulated Other Comprehensive Loss | ||||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||||
Balance | (12,587) | (10,894) | (11,035) | (14,106) | ||||
Current period other comprehensive (loss) income: | ||||||||
Other comprehensive (loss) income before reclassifications | (3,946) | (2,899) | (5,669) | (192) | ||||
Amounts reclassified from accumulated other comprehensive (loss) income | (38) | 763 | [3] | 1,100 | [3] | 2,238 | [3] | |
Effect of taxes | 2,429 | 165 | [1] | 1,462 | [1] | (805) | [1] | |
Total current period other comprehensive income (loss) | (1,555) | (1,971) | (3,107) | 1,241 | ||||
Balance | $ (14,142) | $ (12,865) | $ (14,142) | $ (12,865) | ||||
[1] The Company’s effective tax rate for the three months ended September 30, 2022 and 2021 was 11.7 % and 31.6 % , respectively, and 23.2 % and 29.8 % for the nine months ended September 30, 2022 and 2021 , respectively. Represents the unamortized value of an interest rate hedge agreement, designated as a cash flow hedge, which was sold on December 1, 2016. The fair value of the interest rate hedge agreement, at the date of the sale, was recorded in other comprehensive income, net of tax, and is being reclassified to interest expense when earnings are impacted by the hedged items and as interest payments are made on the Credit Facility from January 31, 2018 to January 31, 2023 (see Note 9—Derivative Instruments and Hedging Activities). The Company expects to reclassify $ 0.2 million of net gains related to the Gain on Sale of Interest Rate Hedge Agreement and $ 4.4 million of net gains related to the Change in Fair Value of Interest Rate Hedge Agreement from accumulated other comprehensive loss into earnings during the next 12 months. Represents the change in fair value of interest rate hedge agreements designated as cash flow hedges. The fair value of the interest rate hedge agreements was recorded in other comprehensive income, net of tax, and will be reclassified to earnings when earnings are impacted by the hedged items, as interest payments are made on the Credit Facility from August 31, 2018 to February 28, 2025 (see Note 9—Derivative Instruments and Hedging Activities). |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | ||||
Expects to reclassify net gains from accumulated other comprehensive loss into earnings | $ 0.2 | |||
Expects to reclassify net losses related to change in fair value of interest rate hedge agreement from accumulated other comprehensive loss into earnings | $ 4.4 | $ 4.4 | ||
Effective tax rate | 11.70% | 31.60% | 23.20% | 29.80% |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Changes in Stockholders' Equity (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Balance | $ 819,417 | $ 771,511 | $ 803,470 | $ 746,961 |
Net income | 19,105 | 20,390 | 55,364 | 59,053 |
Other comprehensive (loss) income, net of tax | (1,555) | (1,971) | (3,107) | 1,241 |
Equity compensation | 3,516 | 3,593 | 10,023 | 9,756 |
Exercise of stock options | 218 | 412 | 158 | |
Issuance of shares pursuant to employee stock purchase plan and vesting of restricted stock units | 4 | 1,543 | ||
Payments for stock buybacks | (330) | (330) | (22,096) | (18,695) |
Dividends declared | (2,636) | (2,641) | (7,870) | (7,922) |
Balance | $ 837,739 | $ 790,552 | $ 837,739 | $ 790,552 |
Common Stock | ||||
Balance (in shares) | 18,818 | 18,860 | 18,876 | 18,910 |
Balance | $ 23 | $ 23 | $ 23 | $ 23 |
Exercise of stock options (in shares) | 5 | 13 | 6 | |
Issuance of shares pursuant to vesting of restricted stock units (in shares) | 14 | 13 | 176 | 186 |
Payments for buybacks (in shares) | (3) | (3) | (231) | (232) |
Balance (in shares) | 18,834 | 18,870 | 18,834 | 18,870 |
Balance | $ 23 | $ 23 | $ 23 | $ 23 |
Additional Paid-in Capital | ||||
Balance | 393,224 | 376,622 | 384,984 | 369,058 |
Equity compensation | 3,516 | 3,593 | 10,023 | 9,756 |
Exercise of stock options | 218 | 412 | 158 | |
Issuance of shares pursuant to employee stock purchase plan and vesting of restricted stock units | 4 | 1,543 | ||
Payments for stock buybacks | 1,243 | |||
Balance | 396,962 | 380,215 | 396,962 | 380,215 |
Retained Earnings | ||||
Balance | 680,323 | 622,113 | 649,298 | 588,731 |
Net income | 19,105 | 20,390 | 55,364 | 59,053 |
Dividends declared | (2,636) | (2,641) | (7,870) | (7,922) |
Balance | $ 696,792 | $ 639,862 | $ 696,792 | $ 639,862 |
Treasury Stock | ||||
Balance (in shares) | 4,887 | 4,624 | 4,659 | 4,395 |
Balance | $ (241,566) | $ (216,353) | $ (219,800) | $ (196,745) |
Payments for buybacks (in shares) | 3 | 3 | 231 | 232 |
Payments for stock buybacks | $ (330) | $ (330) | $ (22,096) | $ (19,938) |
Balance (in shares) | 4,890 | 4,627 | 4,890 | 4,627 |
Balance | $ (241,896) | $ (216,683) | $ (241,896) | $ (216,683) |
Accumulated Other Comprehensive Loss | ||||
Balance | (12,587) | (10,894) | (11,035) | (14,106) |
Other comprehensive (loss) income, net of tax | (1,555) | (1,971) | (3,107) | 1,241 |
Balance | $ (14,142) | $ (12,865) | $ (14,142) | $ (12,865) |
Accounting for Stock-based Co_2
Accounting for Stock-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Apr. 04, 2018 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Allocated share-based compensation expense | $ 5.3 | $ 5.2 | $ 14.3 | $ 15.8 | |
Restricted Stock Units (RSUs) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period | 142,255 | ||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value | $ 93.15 | ||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | 16.8 | $ 16.8 | |||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 2 years | ||||
Cash Settled RSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period | 78,534 | ||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value | $ 93.81 | ||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | 9.2 | $ 9.2 | |||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 1 year 8 months 12 days | ||||
Performance Shares | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period | 35,705 | ||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value | $ 93.97 | ||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | $ 4.5 | $ 4.5 | |||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 1 year 1 month 6 days | ||||
Omnibus Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, number of shares grants | 1,600,000 | 16,966 | |||
Share-based compensation arrangement by share-based payment award, number of additional awards | 0 | ||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 778,253 | 778,253 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 01, 2022 | Jul. 13, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 1,046,760 | $ 1,190,450 | $ 1,190,450 | ||||
Revenue | 467,777 | $ 394,060 | 1,304,355 | $ 1,165,063 | |||
Operating loss | 28,234 | 32,265 | 85,713 | 92,348 | |||
Net loss | 19,105 | $ 20,390 | 55,364 | $ 59,053 | |||
Blanton and Associates | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition date | Sep. 01, 2022 | ||||||
Working capital acquired | $ 5,000 | ||||||
Purchase price allocated to property and equipment | 200 | ||||||
Measurement period adjustments | 5,830 | ||||||
Purchase price allocated to intangibles | 11,400 | ||||||
Goodwill | 5,800 | ||||||
Blanton and Associates | Customer Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price allocated to intangibles | 10,900 | ||||||
Blanton and Associates | Contract Backlog | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price allocated to intangibles | 500 | ||||||
Blanton and Associates | Trade Names and Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price allocated to intangibles | $ 100 | ||||||
SemanticBits | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price acquisition | $ 217,710 | ||||||
Measurement period adjustments | 144,609 | ||||||
Purchase price allocated to intangibles | 208,700 | ||||||
Goodwill | 144,600 | ||||||
Post-closing working capital adjustments | 2,300 | ||||||
Revenue | 30,100 | 30,100 | |||||
Gross profit | 9,500 | 9,500 | |||||
Initial cash purchase price | 220,000 | ||||||
SemanticBits | Customer Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price allocated to intangibles | $ 63,000 | ||||||
Weighted average amortization period for intangibles | 4 years | ||||||
SemanticBits | Trade Names and Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price allocated to intangibles | $ 1,120 | ||||||
Weighted average amortization period for intangibles | 8 months 12 days | ||||||
Creative Systems | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition date | Dec. 31, 2021 | ||||||
Purchase price acquisition | $ 156,600 | ||||||
Measurement period adjustments | 128,100 | ||||||
Goodwill | 1,900 | $ 1,900 | |||||
Initial cash purchase price | 159,500 | ||||||
Working capital adjustments | 2,900 | ||||||
Creative Systems | Intangible Assets | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price allocated to intangibles | 28,900 | ||||||
Creative Systems | Customer Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price allocated to intangibles | 24,500 | ||||||
Creative Systems | Developed Technology | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price allocated to intangibles | 3,700 | ||||||
Creative Systems | Trade Names and Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price allocated to intangibles | 600 | ||||||
Creative Systems | Non-compete Agreements | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price allocated to intangibles | $ 100 | ||||||
We Are Vista | Indemnity | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price acquisition | $ 1,000 |
Business Combination - Summary
Business Combination - Summary of Preliminary Purchase Price Allocation (Details) - SemanticBits $ in Thousands | Jul. 13, 2022 USD ($) |
Business Acquisition [Line Items] | |
Contract receivables, net | $ 12,699 |
Contract assets | 6,071 |
Customer-related intangibles | 208,700 |
Other current and non-current assets | 411 |
Accrued salaries and benefits | (3,998) |
Accrued expenses and other liabilities | (6,169) |
Net assets acquired | 73,101 |
Goodwill | 144,609 |
Purchase price acquisition | 217,710 |
Customer-related Intangibles | |
Business Acquisition [Line Items] | |
Customer-related intangibles | 62,967 |
Trade Names and Trademarks | |
Business Acquisition [Line Items] | |
Customer-related intangibles | $ 1,120 |
Business Combination - Schedule
Business Combination - Schedule of Unaudited Condensed Pro Forma Financial Information (Details) - SemanticBits - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 473,366 | $ 423,491 | $ 1,380,789 | $ 1,246,447 |
Net income | $ 21,445 | $ 22,972 | $ 66,744 | $ 59,464 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 0 | 4,746 | 0 |
Performance Shares | Initial Performance Vesting Period | ||||
Share-based compensation arrangement by share-based payment award, award vesting period | 2 years |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Dilutive Effect of Stock Options RSUs and PSAs (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net Income | $ 19,105 | $ 20,390 | $ 55,364 | $ 59,053 |
Weighted-average number of basic shares outstanding during the period | 18,826 | 18,865 | 18,806 | 18,864 |
Dilutive effect of stock options, RSUs, and performance shares | 183 | 196 | 195 | 213 |
Weighted-average number of diluted shares outstanding during the period | 19,009 | 19,061 | 19,001 | 19,077 |
Basic earnings per share | $ 1.01 | $ 1.08 | $ 2.94 | $ 3.13 |
Diluted earnings per share | $ 1.01 | $ 1.07 | $ 2.91 | $ 3.10 |
Share Repurchase Program - Addi
Share Repurchase Program - Additional Information (Details) | 9 Months Ended | |||
Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) shares | Nov. 30, 2021 USD ($) | Sep. 30, 2017 USD ($) | |
Equity Class Of Treasury Stock [Line Items] | ||||
Stock repurchase program, authorized amount | $ 200,000,000 | $ 100,000,000 | ||
Line of credit facility, condition permitted for unlimited share repurchases, leverage ratio | 0.50 | 0.50 | ||
Net liquidity amount | $ 100,000,000 | |||
Share repurchase amount | $ 25,000,000 | |||
Stock Repurchased During Period, Shares | shares | 176,375 | 173,000 | ||
Stock Repurchased During Period, Value | $ 17,000,000 | $ 14,700,000 | ||
Credit Facility | ||||
Equity Class Of Treasury Stock [Line Items] | ||||
Share repurchase amount | $ 111,900,000 |
Fair Value - Schedule of Financ
Fair Value - Schedule of Financial Instruments Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Forward Contract Agreements | Prepaid Expenses and Other Current Assets | ||
Assets: | ||
Assets, Total | $ 5 | $ 267 |
Deferred Compensation Investments in Cash Surrender Life Insurance | Other Assets | ||
Assets: | ||
Assets, Total | 16,461 | 20,159 |
Deferred Compensation Plan Liabilities | Other Long-Term Liabilities | ||
Liabilities: | ||
Liabilities, Total | 16,608 | 20,129 |
Interest Rate Swap | Accrued Expenses and Other Current Liabilities | ||
Liabilities: | ||
Liabilities, Total | 3,026 | |
Interest Rate Swap | Other Assets | ||
Assets: | ||
Assets, Total | 3,783 | |
Interest Rate Swap | Prepaid Expenses and Other Current Assets | ||
Assets: | ||
Assets, Total | 4,373 | |
Interest Rate Swap | Other Long-Term Liabilities | ||
Liabilities: | ||
Liabilities, Total | 888 | |
Level 2 | Forward Contract Agreements | Prepaid Expenses and Other Current Assets | ||
Assets: | ||
Assets, Total | 5 | 267 |
Level 2 | Deferred Compensation Investments in Cash Surrender Life Insurance | Other Assets | ||
Assets: | ||
Assets, Total | 16,461 | 20,159 |
Level 2 | Deferred Compensation Plan Liabilities | Other Long-Term Liabilities | ||
Liabilities: | ||
Liabilities, Total | 16,608 | 20,129 |
Level 2 | Interest Rate Swap | Accrued Expenses and Other Current Liabilities | ||
Liabilities: | ||
Liabilities, Total | 3,026 | |
Level 2 | Interest Rate Swap | Other Assets | ||
Assets: | ||
Assets, Total | 3,783 | |
Level 2 | Interest Rate Swap | Prepaid Expenses and Other Current Assets | ||
Assets: | ||
Assets, Total | $ 4,373 | |
Level 2 | Interest Rate Swap | Other Long-Term Liabilities | ||
Liabilities: | ||
Liabilities, Total | $ 888 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event | Nov. 03, 2022 $ / shares |
Subsequent Event [Line Items] | |
Dividend declaration date | Nov. 03, 2022 |
Cash dividend per share | $ 0.14 |
Dividend payment date | Jan. 12, 2023 |
Dividend record date | Dec. 09, 2022 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Jun. 10, 2016 | Sep. 30, 2022 | |
Loss Contingencies [Line Items] | ||
Community development related to claim | $ 220.2 | |
Board of Directors Chairman | Performance Shares | ||
Loss Contingencies [Line Items] | ||
Shares granted vested and accelerated | 17,287 | |
OCD vs ICF Emergency | ||
Loss Contingencies [Line Items] | ||
Loss contingency damages sought value | $ 200.8 | |
Road Home Contract | ||
Loss Contingencies [Line Items] | ||
Contract term, period | 3 years | |
Contract award, value | $ 912 |