Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 24, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | ICF INTERNATIONAL, INC. | ||
Entity Central Index Key | 0001362004 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding (in shares) | 18,732,159 | ||
Entity Public Float | $ 1,741 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity File Number | 001-33045 | ||
Entity Tax Identification Number | 22-3661438 | ||
ICFR Auditor Attestation Flag | true | ||
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 | ||
Auditor Firm ID | 248 | ||
Auditor Name | Grant Thornton LLP | ||
Auditor Location | Arlington, Virginia | ||
Title of each class | Common Stock, $0.001 par value | ||
Trading Symbol | ICFI | ||
Security Exchange Name | NASDAQ | ||
Documents Incorporated by Reference | List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). Part III incorporates information by reference from the Proxy Statement for the 2023 Annual Meeting of Stockholders expected to be held in June 2023 . |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 11,257 | $ 8,254 |
Restricted cash | 1,711 | 12,179 |
Contract receivables, net | 232,337 | 237,684 |
Contract assets | 169,088 | 137,867 |
Prepaid expenses and other assets | 40,709 | 42,354 |
Income tax receivable | 11,616 | 10,825 |
Total Current Assets | 466,718 | 449,163 |
Property and Equipment, net | 85,402 | 52,053 |
Other Assets: | ||
Goodwill | 1,212,898 | 1,046,760 |
Other intangible assets, net | 126,537 | 79,645 |
Operating lease - right-of-use assets | 149,066 | 177,417 |
Other assets | 51,637 | 44,496 |
Total Assets | 2,092,258 | 1,849,534 |
Current Liabilities: | ||
Current portion of long-term debt | 23,250 | 10,000 |
Accounts payable | 135,778 | 105,652 |
Contract liabilities | 25,773 | 39,665 |
Operating lease liabilities - current | 19,305 | 34,901 |
Finance lease liabilities - current | 2,381 | |
Accrued salaries and benefits | 85,991 | 85,517 |
Accrued subcontractors and other direct costs | 45,478 | 39,400 |
Accrued expenses and other current liabilities | 78,036 | 61,496 |
Total Current Liabilities | 415,992 | 376,631 |
Long-term Liabilities: | ||
Long-term debt | 533,084 | 411,605 |
Operating lease liabilities - non-current | 182,251 | 191,805 |
Finance lease liabilities - non-current | 16,116 | |
Deferred income taxes | 68,038 | 41,913 |
Other long-term liabilities | 23,566 | 24,110 |
Total Liabilities | 1,239,047 | 1,046,064 |
Commitments and Contingencies (Note 20) | ||
Stockholders’ Equity: | ||
Preferred stock, par value $.001 per share; 5,000,000 shares authorized; none issued | ||
Common stock, $.001 par value; 70,000,000 shares authorized; 23,771,596 and 23,535,671 shares issued; and 18,883,050 and 18,876,490 shares outstanding at December 31, 2022 and 2021, respectively | 23 | 23 |
Additional paid-in capital | 401,957 | 384,984 |
Retained earnings | 703,030 | 649,298 |
Treasury stock, 4,906,209 and 4,659,181 shares at December 31, 2022 and 2021, respectively | (243,666) | (219,800) |
Accumulated other comprehensive loss | (8,133) | (11,035) |
Total Stockholders’ Equity | 853,211 | 803,470 |
Total Liabilities and Stockholders’ Equity | $ 2,092,258 | $ 1,849,534 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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) | 23,771,596 | 23,535,671 |
Common stock, outstanding (in shares) | 18,883,050 | 18,876,490 |
Treasury stock, shares (in shares) | 4,906,209 | 4,659,181 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenue | $ 1,779,964 | $ 1,553,048 | $ 1,506,875 |
Direct costs | 1,134,422 | 979,570 | 972,406 |
Operating costs and expenses | |||
Indirect and selling expenses | 486,863 | 430,572 | 411,612 |
Depreciation and amortization | 21,482 | 19,478 | 20,399 |
Amortization of intangible assets | 28,435 | 12,492 | 13,349 |
Total operating costs and expenses | 536,780 | 462,542 | 445,360 |
Operating income | 108,762 | 110,936 | 89,109 |
Interest, net | (23,281) | (9,984) | (13,712) |
Other expense | (1,501) | (862) | (724) |
Income before income taxes | 83,980 | 100,090 | 74,673 |
Provision for income taxes | 19,737 | 28,958 | 19,714 |
Net income | $ 64,243 | $ 71,132 | $ 54,959 |
Earnings per share: | |||
Basic earnings per share | $ 3.41 | $ 3.77 | $ 2.92 |
Diluted earnings per share | $ 3.38 | $ 3.72 | $ 2.87 |
Weighted-average common shares outstanding: | |||
Basic | 18,818 | 18,868 | 18,841 |
Diluted | 19,033 | 19,124 | 19,135 |
Cash dividends declared per common share | $ 0.56 | $ 0.56 | $ 0.56 |
Other comprehensive income (loss), net of tax | $ 2,902 | $ 3,071 | $ (1,962) |
Comprehensive income, net of tax | $ 67,145 | $ 74,203 | $ 52,997 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative-Effect Adjustments for Adoption of Accounting Principle | Common Stock | Additional Paid-in Capital | Retained Earnings | Retained Earnings Cumulative-Effect Adjustments for Adoption of Accounting Principle | Treasury Stock | Accumulated Other Comprehensive Loss |
Balance at Dec. 31, 2019 | $ 714,551 | $ 23 | $ 346,795 | $ 544,840 | $ (164,963) | $ (12,144) | ||
Balance (in shares) at Dec. 31, 2019 | 18,868 | 3,978 | ||||||
Net Income | 54,959 | 54,959 | ||||||
Other comprehensive income (loss) | (1,962) | (1,962) | ||||||
Equity compensation | 17,555 | 17,555 | ||||||
Exercise of stock options | 2,652 | 2,652 | ||||||
Exercise of stock options (in shares) | 70 | |||||||
Issuance of shares pursuant to employee stock purchase plan and vesting of restricted stock units | 2,056 | |||||||
Issuance of shares pursuant to employee stock purchase plan and vesting of restricted stock units (in shares) | 389 | |||||||
Net payments for stock buybacks | (31,782) | $ (31,782) | ||||||
Net payments for stock buybacks (in shares) | (417) | 417 | ||||||
Balance at Dec. 31, 2020 | 746,961 | $ (513) | $ 23 | 369,058 | 588,731 | $ (513) | $ (196,745) | (14,106) |
Dividends declared | (10,555) | (10,555) | ||||||
Balance (in shares) at Dec. 31, 2020 | 18,910 | 4,395 | ||||||
Net Income | 71,132 | 71,132 | ||||||
Other comprehensive income (loss) | 3,071 | 3,071 | ||||||
Equity compensation | 13,230 | 13,230 | ||||||
Exercise of stock options | 233 | 233 | ||||||
Exercise of stock options (in shares) | 8 | |||||||
Issuance of shares pursuant to employee stock purchase plan and vesting of restricted stock units | 2,463 | 2,463 | ||||||
Issuance of shares pursuant to employee stock purchase plan and vesting of restricted stock units (in shares) | 222 | |||||||
Net payments for stock buybacks | (23,055) | $ (23,055) | ||||||
Net payments for stock buybacks (in shares) | (264) | 264 | ||||||
Balance at Dec. 31, 2021 | 803,470 | $ 23 | 384,984 | 649,298 | $ (219,800) | (11,035) | ||
Dividends declared | (10,565) | (10,565) | ||||||
Balance (in shares) at Dec. 31, 2021 | 18,876 | 4,659 | ||||||
Net Income | 64,243 | 64,243 | ||||||
Other comprehensive income (loss) | 2,902 | 2,902 | ||||||
Equity compensation | 13,171 | 13,171 | ||||||
Exercise of stock options | 602 | 602 | ||||||
Exercise of stock options (in shares) | 19 | |||||||
Issuance of shares pursuant to employee stock purchase plan and vesting of restricted stock units | 3,200 | 3,200 | ||||||
Issuance of shares pursuant to employee stock purchase plan and vesting of restricted stock units (in shares) | 235 | |||||||
Net payments for stock buybacks | (23,866) | $ (23,866) | ||||||
Net payments for stock buybacks (in shares) | (247) | 247 | ||||||
Balance at Dec. 31, 2022 | 853,211 | $ 23 | $ 401,957 | 703,030 | $ (243,666) | $ (8,133) | ||
Dividends declared | $ (10,511) | $ (10,511) | ||||||
Balance (in shares) at Dec. 31, 2022 | 18,883 | 4,906 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities | |||
Net income | $ 64,243 | $ 71,132 | $ 54,959 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Provision for credit losses | 248 | 10,912 | 4,062 |
Deferred income taxes | 7,428 | 8,816 | (1,865) |
Non-cash equity compensation | 13,171 | 13,230 | 17,555 |
Depreciation and amortization | 49,917 | 31,970 | 33,748 |
Facilities consolidation reserve | (317) | (302) | (288) |
Amortization of debt issuance costs | 1,305 | 617 | 710 |
Impairment of long-lived assets | 8,412 | 7,901 | 3,090 |
Other adjustments, net | 1,283 | 1,099 | 964 |
Changes in operating assets and liabilities, net of the effect of acquisitions: | |||
Net contract assets and liabilities | (41,634) | 3,069 | 6,064 |
Contract receivables | 19,732 | (19,021) | 54,384 |
Prepaid expenses and other assets | (20,737) | 4,529 | (5,410) |
Operating lease assets and liabilities, net | (1,466) | (5,481) | (2,307) |
Accounts payable | 30,003 | 13,479 | (51,177) |
Accrued salaries and benefits | (3,337) | (5,616) | 26,810 |
Accrued subcontractors and other direct costs | 6,965 | (38,575) | 32,544 |
Accrued expenses and other current liabilities | 24,742 | 26,697 | (18,198) |
Income tax receivable and payable | (1,526) | (12,802) | 5,375 |
Other liabilities | 3,774 | (1,449) | 12,125 |
Net Cash Provided by Operating Activities | 162,206 | 110,205 | 173,145 |
Cash Flows from Investing Activities | |||
Capital expenditures for property and equipment and capitalized software | (24,475) | (19,932) | (17,683) |
Payments for business acquisitions, net of cash acquired | (237,280) | (174,549) | (253,265) |
Proceeds from working capital adjustments related to prior business acquisition | 2,911 | ||
Net Cash Used in Investing Activities | (258,844) | (194,481) | (270,948) |
Cash Flows from Financing Activities | |||
Advances from working capital facilities | 1,583,936 | 881,037 | 1,020,451 |
Payments on working capital facilities | (1,446,125) | (773,264) | (870,114) |
Payments on capital expenditure obligations | (1,712) | ||
Receipt of restricted contract funds | 15,721 | 264,214 | 65,694 |
Payment of restricted contract funds | (25,959) | (319,990) | (106) |
Debt issuence costs | (4,907) | (2,094) | |
Proceeds from exercise of options | 602 | 2,848 | 37 |
Dividends paid | (10,547) | (10,565) | (10,551) |
Net payments for stockholder issuances and buybacks | (21,218) | (20,040) | (29,726) |
Payments on business acquisition liabilities | (1,132) | (1,007) | (1,924) |
Net Cash Provided by Financing Activities | 90,371 | 23,233 | 169,955 |
Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash | (1,198) | (511) | 3,353 |
(Decrease) Increase in Cash, Cash Equivalents, and Restricted Cash | (7,465) | (61,554) | 75,505 |
Cash, Cash Equivalents, and Restricted Cash, Beginning of Period | 20,433 | 81,987 | 6,482 |
Cash, Cash Equivalents, and Restricted Cash, End of Period | 12,968 | 20,433 | 81,987 |
Supplemental disclosure of cash flow information: | |||
Interest | 22,782 | 10,331 | 14,337 |
Income taxes | 16,476 | 34,132 | 15,954 |
Non-cash investing and financing transactions: | |||
Share repurchases transacted but not settled and paid | $ 552 | ||
Tenant improvements funded by lessor | 20,253 | 3,124 | |
Acquisition of property and equipment through finance lease | $ 18,319 | ||
Exercise of options receivable from shareholders | $ 2,615 |
Basis of Presentation and Natur
Basis of Presentation and Nature of Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Nature of Operations | NOTE 1 - BASIS OF PRESENTATION AND NATURE OF OPERATIONS 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. It maintains additional offices throughout the world, including 58 offices in the U.S. and U.S. territories and 24 offices in key markets outside the U.S., including offices in the United Kingdom (“U.K.”), Belgium, India, and Canada. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 (including estimates of variable considerations in determining the total contract price and allocation of performance obligations), the remaining 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. Revenue Recognition The Company primarily provides services and technology-based solutions for clients that operate in a variety of markets and the solutions may span the entire program life cycle, from initial research and analysis to the design and implementation of solutions. The Company enters into agreements with clients that create enforceable rights and obligations and for which it is probable that the Company will collect the consideration to which it will be entitled as services and solutions are transferred to the client. Except in certain narrowly defined situations, the Company’s agreements with its clients are written and revenue is generally not recognized on oral or implied arrangements. The Company recognizes revenue based on the consideration specified in the applicable agreement and excludes from revenue amounts collected on behalf of third parties. Accordingly, sales and similar taxes which are collected on behalf of third parties are excluded from the transaction price. The Company evaluates whether two or more agreements should be accounted for as one single contract and whether combined or single agreements should be accounted for as more than one performance obligation. For most contracts, the client requires the Company to perform a number of tasks in providing an integrated output for which the client has contracted, and, hence, contracts of this type are tracked as having only one performance obligation since a substantial part of the Company’s promise is to ensure the individual tasks are incorporated into a combined output in accordance with contract requirements. When contracts are separated into multiple performance obligations, the Company allocates the total transaction price to each performance obligation based on the estimated relative standalone selling prices of the promised services underlying each performance obligation. The Company generally provides customized solutions in which the pricing is based on specific negotiations with each client, and, in these cases, the Company uses a cost-plus margin approach to estimate the standalone selling price of each performance obligation. Certain long-term contracts contain award fees, incentive fees or other provisions that can either increase or decrease the transaction price. These variable amounts are generally awarded at the completion of a contractually stipulated performance assessment period based on the achievement of performance metrics, program milestones or cost targets, and the amount awarded may be subject to client discretion. Variable consideration is estimated based on the most likely amount. Once the Company selects a method to estimate variable consideration, it applies that method consistently. Estimates of variable consideration will be constrained only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company evaluates contractual arrangements to determine whether revenue should be recognized on a gross versus net basis. The Company’s assessment is based on the nature of the promise to the client. In most cases, the Company itself agrees to provide specified services to the client as a principal and revenue is recognized on a gross basis. In certain instances, the Company acts as an agent and merely arranges for another party to provide services to the client and revenue is recognized on a net basis in reflection of the fact that the Company does not control the goods or services provided to the client by the other party. Long-term contracts typically contain billing terms that provide for invoicing monthly or upon completion of milestones, and payment on a net 30 -day basis. Therefore, the timing of billings and cash receipts may differ from the timing of revenue recognition resulting in either contract assets or contract liabilities. Exceptions to monthly billing terms are to ensure that the Company performs satisfactorily rather than representing a significant financing component. For cost-based contracts, the Company’s performance is evaluated during a contractually stipulated performance period and, while contract costs may be billed on a monthly basis, the Company is generally permitted to bill for incentive or award fees only after the completion of the performance assessment period, which may occur quarterly, semi-annually or annually, and after the client completes the performance assessment. Fixed-price contracts may provide for milestone billings based on the attainment of specific project objectives rather than for billing on a monthly basis. Moreover, contracts may require retention or hold backs that are paid at the end of the contract to ensure that the Company performs in accordance with requirements. The Company does not assess whether a contract contains a significant financing component if the Company expects, at contract inception, that the period between payment by the client and the transfer of promised services to the client will be one year or less. The Company generally recognizes revenue over time as control is transferred to a client, based on the extent of progress towards satisfaction of the performance obligation. The selection of the method used to measure progress requires judgment and is dependent, among other factors, on the contract type and the nature of the services provided. For time-and-materials contracts, the Company uses the right to invoice practical expedient to determine the revenue earned based on hours worked in contract performance at negotiated billing rates. Fixed-price level-of-effort contracts are substantially similar to time-and-materials contracts except that the Company is required to deliver a specified level of effort over a stated period of time. For these contracts, the Company determines the revenue earned using contract hours worked at negotiated bill rates as the Company delivers the contractually required workforce. For cost-based contracts, the Company recognizes revenue based on contract costs incurred, as the Company becomes contractually entitled to reimbursement of the contract costs, plus a most likely estimate of award or incentive fees earned on those costs even though final determination of fees earned occurs after the contractually-stipulated performance assessment period ends. For fixed-price contracts, the Company uses the percentage-of-completion method to estimate the amount of revenue, based on the ratio of actual costs incurred to total estimated costs, provided that costs incurred (an input method) represents a reasonable measure of progress towards the satisfaction of a performance obligation and transfer of control to the customer. This method provides a faithful depiction of the transfer of value to the client when the Company is satisfying a performance obligation that entails integration of tasks for a combined output, which requires the Company to coordinate the work of employees, subcontractors and delivery of other contract costs. Contract costs that are not reflective of the Company’s progress toward satisfying a performance obligation are not included in the calculation of the measure of progress. When this method is used, the changes in estimated costs to complete the obligations result in adjustments to revenue on a cumulative catch-up basis, which causes the effect of revised estimates for prior periods to be recognized in the current period. Changes in these estimates may routinely occur over contract performance for a variety of reasons, which include: changes in contract scope; changes in contract cost estimates due to unanticipated cost growth or reassessments of risks impacting costs; changes in estimated incentive or award fees; or performing better or worse than previously estimated. In some fixed-price service contracts, the Company performs services of a recurring nature, such as maintenance and other services of a “stand ready” nature. For these contracts, the Company has the right to consideration in an amount that corresponds directly with the value that the client has received. Therefore, the Company records revenue on a time-elapsed basis to reflect the transfer of control to the client throughout the contract. Contracts may be modified to reflect changes in contract specifications and requirements, and these changes may create new enforceable rights and obligations. Modifications that are for services that are not distinct from the existing agreement due to the significant integration service that the Company provides are accounted for as part of an existing performance obligation. The effect of these modifications on the transaction price and the Company’s measure of progress in fulfilling the performance obligation to which they relate is recognized as an adjustment to revenue on a cumulative catch-up basis. Revenue from modifications that create new, distinct performance obligations is recognized based on the Company’s progress in fulfilling the requirements of the new obligations. For construction-type fixed-price contracts in which the estimated cost to perform exceeds the consideration to be received, the Company accrues for the entire estimated loss during the period in which the loss is determined by recording additional direct costs. For performance obligations that are satisfied over time, the Company recognizes the cost to fulfill contracts when incurred, unless the costs are within the scope of another topic in which case the guidance of that topic is applied. The Company evaluates incremental costs of obtaining a contract and, if they are recoverable from the client and relate to a specific future contract, they are deferred and recognized over contract performance or the estimated life of the customer relationship if renewals are expected. The Company expenses these costs when incurred if the amortization period is one year or less. Unfulfilled performance obligations represent amounts expected to be earned on contracts and do not include the value of negotiated, unexercised contract options, which are classified as marketing offers. Indefinite delivery/indefinite quantity and similar arrangements provide a framework for the client to issue specific tasks, delivery or purchase orders in the future and these arrangements are considered marketing offers until a specific order is executed. Revenue recognition entails the use of significant judgment, including, but not limited to, the following: evaluating agreements in terms of the number and nature of performance obligations; determining the appropriate method for measuring progress to satisfaction of obligations; determining if the Company is acting as a principal or an agent, and preparing estimates in terms of the amount of progress that the Company has made. For many fixed-price contracts, in particular, the Company estimates the proportion of total revenue earned using the ratio of contract costs incurred to total estimated contract costs, which requires the Company to prepare and, as necessary, revise estimates, as work progresses, of the total contract costs required to satisfy each respective performance obligation. Moreover, some of the Company’s contracts include variable consideration, which requires the Company to estimate and, as necessary, revise the most likely amounts that will be earned over the respective performance assessment periods. For these obligations, changes in estimates result in cumulative catch-up adjustments and may have a significant impact on earnings during a given period. The Company’s operating cycle for long-term contracts may be greater than one year and is measured by the average time between the inception and completion of those contracts. Contract-related assets and liabilities are classified as current assets and current liabilities. Significant balance sheet accounts related to the revenue recognition cycle are as follows: Contract receivables, net – Contract receivables represent amounts billed and due from clients in accordance with respective contractual terms. The amounts due are stated at their net realizable value. The Company estimates an allowance for estimated credit loss to reflect the amount of receivables that will not be collected. The Company considers a number of factors in estimating the amount of the allowance, including knowledge of a client’s financial condition, its historical collection experience, and other factors relevant to assessing the collectability of the receivables. The Company writes off specific contract receivables when such amounts are determined to be uncollectible. Contract assets – Contract assets include unbilled amounts typically resulting from revenue recognized on long-term contracts when it exceeds the amounts billed. Contract assets include retainages until the Company has met the contract-stipulated requirements for payment. Contract assets are reported in a net position on a contract-by-contract basis each period even though individual contracts may contain multiple performance obligations. On a contract-by-contract basis, amounts do not exceed their net realizable value. Contract liabilities – Contract liabilities represent advance payments received and billings in excess of revenue recognized on contracts. Contact liabilities are reported in a net position on a contract by contract basis each period even though individual contracts may contain multiple performance obligations. Cash and Cash Equivalents The Company considers cash on deposit and all highly liquid investments with original maturities of three months or less when purchased to be cash and cash equivalents. Restricted Cash The Company has restricted cash representing amounts held in escrow accounts and/or not readily available due to contractual restrictions. Property and Equipment Property and equipment are carried at cost and are depreciated using the straight-line method over their estimated useful lives, which range from two to seven years . Leasehold improvements are amortized on a straight-line basis over the shorter of the economic life of the improvement or the related lease term. Goodwill and Other Intangible Assets The purchase price of an acquired business is allocated to the tangible assets and separately identifiable intangible assets acquired, less liabilities assumed, based on their respective fair values, with the excess recorded as goodwill. Goodwill represents the excess of the purchase consideration over the fair value of net assets of businesses acquired. Goodwill and intangible assets acquired in a business combination and deemed to have an indefinite useful life are not amortized, but instead are reviewed for impairment annually, or more frequently if impairment indicators arise. Intangible assets with estimable useful lives are amortized over such lives and reviewed for impairment if impairment indicators arise. The Company performs its annual goodwill impairment test as of October 1 of each year. As its business is highly integrated and all of its components have similar economic characteristics, the Company has concluded it has one aggregated reporting unit at the consolidated entity level. The Company assesses goodwill at the reporting unit. If, after opting to complete a qualitative assessment, the Company determines that it is more likely than not that the estimated fair value of the reporting unit exceeded its carrying amount, it may conclude that no impairment exists. If the Company concludes otherwise, a goodwill impairment test is performed, which includes a comparison of the reporting unit’s fair value to the carrying amount and recognizing, as an impairment loss, the difference of the reporting unit’s fair value and the carrying amount of goodwill. The Company’s qualitative analysis as of October 1, 2022 included macroeconomic, industry and market specific considerations, financial performance indicators and measurements, and other factors. Based on this qualitative assessment, the Company determined that it is more likely than not that the fair value of its reporting unit exceeded its carrying amount, and thus an additional quantitative impairment test was not required to be performed. Therefore, based on management’s review, a goodwill impairment loss was not required for 2022. Historically, the Company has no t recorded any goodwill impairment losses. Long-Lived Assets The Company reviews its long-lived assets, including property and equipment, operating lease right-of-use (“ROU”) assets, and amortizable intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the long-lived asset group may not be fully recoverable. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the long-lived asset group being evaluated, a loss is recognized for any excess of the carrying amount over the fair value of the asset group. The Company recognized impairment expense, included in indirect and selling expenses, of $ 8.4 million, $ 7.9 million, and $ 3.1 million during the years ended December 31, 2022, 2021, and 2020, respectively, related to operating lease right-of-use assets and leasehold improvements. Leases The Company uses leases to obtain use of a variety of different resources, including those for the use of facilities or property and equipment. The Company determines if an arrangement is a lease at inception and recognizes a right-of-use asset and lease obligation for all leases greater than twelve months based on the present value of the future minimum lease payments as of the commencement date, excluding any lease incentives and initial costs incurred to obtain the lease. Since most lease agreements do not provide an implicit rate, the Company uses its incremental borrowing rate as of the commencement date, based on publicly available yields adjusted for company-specific considerations and terms, in estimating the present value of future payments. Lease terms, for the purpose of determining each lease’s present value, include options to extend or terminate the lease if it is reasonably certain and economically reasonable that the Company will exercise that option. Lease costs from minimum lease payments are recognized on a straight-line basis over the lease term. The leases may contain both lease and non-lease components, which are generally accounted for separately. For office equipment leases (primarily copier leases), the Company elected to account for the lease and non-lease components as a single lease component and not recognize right-of-use assets and lease liabilities for leases with a term less than twelve months. Operating leases are included in operating lease right-of-use assets and operating lease liabilities (current and non-current) and finance leases are included in property and equipment, net and finance lease liabilities (current and non-current) on the consolidated balance sheets. Capitalized Software The Company capitalizes certain costs to develop enhancements and upgrades to internal-use software that are incurred subsequent to the preliminary project stage. Amortization expense is recorded on a straight-line basis over the expected economic life of the software, typically lasting three to five years . As of December 31, 2022, and 2021, capitalized software, net of accumulated amortization, totaled $ 19.0 million and $ 14.5 million , respectively, and is included as part of “other assets” on the consolidated balance sheets. Stock-based Compensation The Company recognizes stock-based compensation expense related to share-based payments to employees, including grants of employee stock options, restricted stock awards, restricted stock units (“RSUs”), and cash-settled restricted stock units (“CSRSUs”) on a straight-line basis over the requisite service period, which is generally the vesting period. The Company recognizes expense for performance-based share awards (“PSAs”), which have both performance and service conditions, on a straight-line basis over the three-year performance period. Non-employee director awards are granted annually for board-related services and therefore expensed over the service period. Stock-based compensation expense is based on the estimated fair value of the instruments on the grant date and the estimated number of shares the Company ultimately expects will vest. The Company estimates the rate of future forfeitures based on factors which include the historical forfeiture experience for each applicable employee class under the assumption that the rate of future forfeitures will be similar to that experienced in the past. In addition, the estimation of PSAs that will ultimately vest requires judgment based on the performance and market conditions that will be achieved over the performance period. Changes to these estimates are recorded as a cumulative adjustment in the period estimates are revised. The fair value of stock options, restricted stock awards, RSUs, PSAs, and non-employee director awards is estimated based on the fair value of a share of common stock at the grant date. The fair value of PSAs is estimated using a Monte Carlo simulation model. CSRSUs are settled only in cash payments. The cash payment is based on the fair value of the Company’s stock price at the vesting date, calculated by multiplying the number of CSRSUs vested by the Company’s closing stock price on the vesting date, subject to a maximum payment cap and a minimum payment floor. The Company treats these awards as liability-classified awards, and, therefore, accounts for them at fair value estimated based on the closing price of the Company’s stock at the reporting date. Derivative Instruments Derivative instruments include interest rate swaps and foreign currency hedge contracts. Derivative instruments designated as cash flow hedges are recorded on the consolidated balance sheets at fair value as of the reporting date and reclassified to earnings in the period that the hedged instruments affect earnings, and the effective portion of the hedge is recorded in other comprehensive income (loss), net of tax, on the consolidated statements of comprehensive income. Management reviews the effectiveness of the hedges on a quarterly basis. Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company evaluates its ability to benefit from all deferred tax assets and establishes valuation allowances for amounts it believes will more likely than not be unrealizable. For uncertain tax positions, the Company uses a more-likely-than-not recognition threshold based on the technical merits of the income tax position taken. Income tax positions that meet the more-likely-than-not recognition threshold are measured in order to determine the tax benefit recognized in the financial statements. Penalties, if probable and reasonably estimable, and interest expense related to uncertain tax positions are not recognized as a component of income tax expense but recorded separately in indirect expenses and interest expense, respectively. Treasury Shares Treasury shares are accounted for under the cost method. Other Comprehensive Income (Loss) Other comprehensive income (loss) includes foreign currency translation adjustments arising from the use of differing exchange rates from period to period, the gain on the sale of an interest rate hedge agreement designated as a cash flow hedge, and the changes in fair value of interest rate agreements designated as cash flow hedges, net of taxes. The financial positions and results of operations of the Company’s foreign subsidiaries are based on the local currency as the functional currency and are translated to U.S. dollars for financial reporting purposes. Assets and liabilities of the subsidiaries are translated at the exchange rate in effect at each balance sheet date. Income statement accounts are translated at the average rate of exchange prevailing during the period. Translation adjustments are reported in accumulated other comprehensive loss included in stockholders’ equity in the Company’s consolidated balance sheets. Acquisition-Related Costs Costs related to acquisitions include professional fees for legal, financial, and other advisory services and are expensed in the period that they are incurred. Segment, Customer and Geographic Information The Company operates in one segment based on the consolidated information used by its chief operating decision-maker in evaluating the financial performance of its business and allocating resources. This single segment represents the Company’s core business, which is providing professional services. Although the Company disaggregates its revenue by client market areas and type, the Company does not manage its business or allocate resources based on client market or type. Approximately $ 980.4 million , $ 735.0 million , and $ 667.0 million of the Company’s revenue for the years 2022, 2021, and 2020, respectively, was derived under prime contracts and subcontracts with agencies and departments of the federal government representing 55 % , 47 % , and 44 % of total revenue, respectively. No other customer accounted for 10% or more of the Company’s revenue during the years ended 2022, 2021, and 2020. The Company provides services to U.S. and international clients, and revenue is attributed to a particular geographic area based on the administrative location of the client that awarded the contract. The Company’s revenue generated from international clients as a percentage of total revenue was approximately 8 % , 11 % , and 13 % for the years 2022, 2021, and 2020, respectively. At December 31, 2022 and 2021, long-lived assets held internationally were 7 % and 15 % of total long-lived assets, respectively. Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, derivative financial instruments, and contract receivables. The Company’s domestic bank accounts are insured up to $ 250,000 by the Federal Deposit Insurance Corporation. As of December 31, 2022, the Company had $ 5.2 million in its accounts that exceeded the insured limit. The majority of the Company’s cash transactions are processed through one U.S. commercial bank. Cash held domestically in excess of daily requirements is used to reduce any amounts outstanding under the Company’s Credit Facility. As of December 31, 2022 and 2021, the Company held approximately $ 8.4 million and $ 20.1 million , respectively, of cash and restricted cash in foreign bank accounts. The Company enters into derivative financial instruments with financial institutions that meet certain credit guidelines, and limits its risks by continuously monitoring the credit rating of the institutions. The Company’s receivables consist principally of amounts due from agencies and departments of the federal government, state and local governments, and international governments, as well as from commercial organizations. The credit risk, with respect to federal and other government clients, is limited due to the creditworthiness of the respective governmental entity. Amounts due for work performed as a subcontractor also represent limited credit risk when the client is performing as the prime contractor on a government contract due to the ultimate creditworthiness of the end client. Receivables from commercial clients generally pose a greater credit risk, and, as a result, are subject to ongoing monitoring. The Company extends credit in the normal course of operations and does not require collateral from its clients. The Company’s contracts with the federal government are subject to audit by agencies and departments of the federal government. Such audits determine, among other things, whether adjustments to invoices previously rendered are required under regulations as well as the underlying terms of each respective contract. Recent Accounting Pronouncements Accounting Pronouncements 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, the sunset date. In December 2022, the FASB issued ASU 2022-06 Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 that extended the sunset date from December 31, 2022 to December 31, 2024. 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. As of December 31, 2022, the Company has one interest rate swap contract with a variable interest rate that references LIBOR. The contract expires on August 31, 2023. See Note 12 - Derivative Instruments and Hedging Activities. |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | NOTE 3 - RESTRICTED CASH The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the consolidated balance sheets at December 31, 2022 and 2021 to the total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows for the years ended December 31, 2022, 2021, and 2020: 2022 2021 2020 Beginning Ending Beginning Ending Beginning Ending Cash and cash equivalents $ 8,254 $ 11,257 $ 13,841 $ 8,254 $ 6,482 $ 13,841 Restricted cash (1) 12,179 1,711 68,146 12,179 — 68,146 Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows $ 20,433 $ 12,968 $ 81,987 $ 20,433 $ 6,482 $ 81,987 |
Contract Receivables, Net
Contract Receivables, Net | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Contract Receivables, Net | NOTE 4 - CONTRACT RECEIVABLES, NET Contract receivables, net consisted of the following as of December 31: 2022 2021 Billed receivables $ 238,449 $ 245,425 Allowance for expected credit losses ( 6,112 ) ( 7,741 ) Contract receivables, net $ 232,337 $ 237,684 On December 23, 2022, the Company entered into a Master Receivables Purchase Agreement (the “MRPA”) with MUFG Bank, Ltd. (“MUFG”) for the sale of certain eligible billed receivables from time to time. The purchase price of the receivables is equal to the net invoice amount minus a discount. The receivables are sold without recourse and the Company does not retain any ongoing financial interest in the transferred receivables other than providing servicing activities. The Company accounts for the transfers as sales under ASC 860, Transfers and Servicing, derecognizes the receivables from its consolidated balance sheets at the date of the sale, and includes the cash received from MUFG as part of cash flows from operating activities on its consolidated statement of cash flows. During the year ended December 31, 2022, the Company sold $ 10.0 million in billed receivables. For the year ended December 31, 2022, the discount on the sale of receivables under the MRPA totaled less than $ 0.1 million and is included as part of “indirect and selling expenses” on the consolidated statements of comprehensive income. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 5 - PROPERTY AND EQUIPMENT Property and equipment consisted of the following at December 31: 2022 2021 Leasehold improvements $ 58,131 $ 34,639 Software 17,926 24,363 Furniture and equipment 28,800 25,115 Computers 45,541 44,128 150,398 128,245 Accumulated depreciation and amortization ( 64,996 ) ( 76,192 ) Total property and equipment, net $ 85,402 $ 52,053 Depreciation and amortization expense for the years ended December 31, 2022, 2021, and 2020, was approximately $ 21.5 million , $ 19.5 million , and $ 20.4 million , respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | NOTE 6 - GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The changes in the carrying amount of goodwill for the fiscal years ended December 31 were as follows: 2022 2021 Balance as of January 1, 2022 $ 1,046,760 $ 909,913 Goodwill resulting from business combination - ESAC 87 11,226 Goodwill resulting from business combination - Creative Systems and Consulting 1,939 126,118 Goodwill resulting from business combination - SemanticBits, LLC 159,677 — Goodwill resulting from business combination - Blanton & Associates 9,712 — Effect of foreign currency translation ( 5,277 ) ( 497 ) Balance as of December 31, 2022 $ 1,212,898 $ 1,046,760 Other Intangible Assets Intangible assets with definite lives are primarily amortized over periods ranging from approximately 1 to 10 years. The weighted-average period of amortization for all intangible assets, calculated as of December 31, 2022, is 6.9 years. The customer-related intangible assets, which consist of customer contracts, backlog, and non-contractual customer relationships, are being amortized based on estimated cash flows and respective estimated economic benefit of the assets. The weighted-average period of amortization of the customer-related intangibles calculated as of December 31, 2022 is 6.9 years. Intangible assets related to developed technology are being amortized on an accelerated basis over a weighted-average period, calculated as of December 31, 2022, of 9.2 years. Intangible assets with an indefinite life consist of a domain name. Other intangibles consisted of the following at December 31: 2022 Gross Accumulated Net Carrying Customer-related $ 240,591 $ ( 118,412 ) $ 122,179 Developed technology 4,480 ( 512 ) 3,968 Trade name 1,180 ( 884 ) 296 Total amortizable intangible assets 246,251 ( 119,808 ) 126,443 Intangible with indefinite life 94 — 94 Total other intangible assets $ 246,345 $ ( 119,808 ) $ 126,537 2021 Gross Accumulated Net Carrying Customer-related $ 167,577 $ ( 92,494 ) $ 75,083 Developed technology 5,411 ( 944 ) 4,467 Total amortizable intangible assets 172,988 ( 93,438 ) 79,550 Intangible with indefinite life 95 — 95 Total other intangible assets $ 173,083 $ ( 93,438 ) $ 79,645 Aggregate amortization expense for the years ended December 31, 2022, 2021, and 2020, was approximately $ 28.4 million , $ 12.5 million , and $ 13.3 million , respectively. The estimated future amortization expense relating to intangible assets is as follows: Year ending December 31, 2023 $ 35,992 2024 35,068 2025 30,211 2026 16,607 2027 1,441 Thereafter 7,124 Total $ 126,443 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | NOTE 7 – LEASES The Company has operating and finance leases for facilities and equipment which have remaining terms ranging from 1 to 16 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 lease cost resulting from changes in these indices was included within variable lease cost. The Company’s lease cost is recognized on a straight-line basis over the lease term and is primarily included within indirect and selling expenses on the consolidated statements of comprehensive income. Lease cost consisted of the following: Year Ended December 31, 2022 2021 2020 Operating lease cost $ 37,889 $ 35,469 $ 37,874 Finance lease cost - amortization of right-of-use assets 598 — — Finance lease cost - interest 179 — — Short-term lease cost 509 453 1,421 Variable lease cost 146 43 53 Sublease income ( 92 ) — — Total lease cost $ 39,229 $ 35,965 $ 39,348 Future minimum lease payments under non-cancellable operating and finance leases as of December 31, 2022 were as follows: Operating Finance December 31, 2023 $ 21,441 $ 2,967 December 31, 2024 26,863 2,967 December 31, 2025 24,790 2,967 December 31, 2026 21,389 2,967 December 31, 2027 15,294 2,967 Thereafter 138,885 5,933 Total future minimum lease payments 248,662 20,768 Less: Interest ( 47,106 ) ( 2,271 ) Total operating lease liabilities $ 201,556 $ 18,497 December 31, 2022 December 31, 2021 Operating lease liabilities - current $ 19,305 $ 34,901 Operating lease liabilities - non-current 182,251 191,805 Total operating lease liabilities $ 201,556 $ 226,706 Finance lease liabilities - current $ 2,381 $ — Finance lease liabilities - non-current 16,116 — Total finance lease liabilities $ 18,497 $ — Other information related to operating and finance leases is as follows: Year Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 40,123 $ 28,932 Right-of-use assets obtained in exchange for new operating lease liabilities $ 13,906 $ 90,046 Property and equipment obtained in exchange for finance lease liabilities $ 18,319 — Weighted-average remaining lease term - operating leases Operating leases 11.7 11.4 Finance leases 7.0 — Weighted-average discount rate - operating leases Operating leases 3.3 % 3.2 % Finance leases 3.4 % — The change in operating lease right-of-use assets and lease liabilities are presented within cash flows from operating activities on the consolidated statements of cash flows. |
Accrued Salaries and Benefits
Accrued Salaries and Benefits | 12 Months Ended |
Dec. 31, 2022 | |
Employee-related Liabilities, Current [Abstract] | |
Accrued Salaries and Benefits | NOTE 8 - ACCRUED SALARIES AND BENEFITS Accrued salaries and benefits consisted of the following at December 31: 2022 2021 Bonuses, liability-classified awards, and commissions $ 26,930 $ 26,443 Salaries 31,142 25,397 Paid time off and leave 16,144 13,574 Social security tax deferral — 10,457 Medical 5,833 4,098 Payroll taxes and withholdings 1,363 1,022 Other 4,579 4,526 Total accrued salaries and benefits $ 85,991 $ 85,517 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | NOTE 9 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following at December 31: 2022 2021 Deposits $ 32,384 $ 21,088 Restricted contract funds 1,701 12,165 IT and software licensing costs 1,609 1,702 Taxes and insurance premiums 6,633 5,267 Facilities rental and lease exit costs 2,043 1,291 Interest 363 212 Professional services 3,617 3,068 Dividends 2,631 2,643 Contingent and contractual liabilities from acquisitions — 1,245 Interest rate swap liability - current — 3,026 Cash collected not yet remitted to purchaser of billed receivables 6,164 — Other accrued expenses and current liabilities 20,891 9,789 Total accrued expenses and other current liabilities $ 78,036 $ 61,496 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | NOTE 10 - LONG-TERM DEBT 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 may, at its discretion, 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), 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. As of December 31, 2022, the Company was in compliance with its covenants. 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 December 31, 2022 , the Company had $ 561.4 million of long-term debt outstanding from the Credit Facility, unused delayed draw term loan facility of $ 180.0 million (available through May 6, 2023, with an additional six-month extension upon request by the Company), and unused borrowing capacity of $ 545.4 million from the available $ 600.0 million revolving line of credit under the Credit Facility. The unused borrowing capacity is inclusive of six outstanding letters of credit totaling $ 2.0 million . Considering the financial, performance-based limitations, available borrowing capacity was $ 440.0 million as of December 31, 2022. As of December 31, 2022 and 2021, long-term debt consisted of the following: December 31, 2022 December 31, 2021 Average Outstanding Average Outstanding Term Loan $ 288,750 $ 182,500 Delayed-Draw Term Loan 220,000 — Revolving Credit 52,616 241,055 Total before debt issuance costs 3.3 % 561,366 1.6 % 423,555 Unamortized debt issuance costs ( 5,032 ) ( 1,950 ) $ 556,334 $ 421,605 Current portion of long-term debt $ 23,250 $ 10,000 Long-term debt - non-current 533,084 411,605 Total $ 556,334 $ 421,605 Future scheduled repayments of term loan principal are as follows: Payments due by Term Loan Delayed-Draw Term Loan Revolving Credit Total December 31, 2023 $ 15,000 $ 8,250 $ — $ 23,250 December 31, 2024 15,000 11,000 — 26,000 December 31, 2025 20,625 15,125 — 35,750 December 31, 2026 22,500 16,500 — 39,000 December 31, 2027 215,625 169,125 52,616 437,366 Total $ 288,750 $ 220,000 $ 52,616 $ 561,366 Debt Issuance Cost The Company’s debt issuance costs are amortized over the term of indebtedness. The balance of net debt issuance costs at December 31, 2022 and 2021 are as follows: 2022 2021 Amortizable debt issuance costs $ 12,813 $ 8,751 Accumulated amortization ( 7,781 ) ( 6,801 ) Net debt issuance costs $ 5,032 $ 1,950 Amortization of debt issuance costs totaling $ 1.3 million , $ 0.6 million , and $ 0.7 million was recorded for each of the years ended December 31, 2022, 2021, and 2020 , respectively, and was included as part of interest expense. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | NOTE 11 – 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 client 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 the market or type of the ultimate client. 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. Year ended December 31, 2022 2021 2020 Client Markets: Energy, environment, and infrastructure $ 664,996 $ 653,080 $ 609,358 Health, education, and social programs 906,081 677,736 677,454 Safety and security 129,357 115,659 120,599 Consumer and financial 79,530 106,573 99,464 Total $ 1,779,964 $ 1,553,048 $ 1,506,875 Year ended December 31, 2022 2021 2020 Client Type: U.S. federal government $ 980,406 $ 735,104 $ 666,968 U.S. state and local government 260,562 235,353 219,507 International government 102,808 139,237 93,581 Government 1,343,776 1,109,694 980,056 Commercial 436,188 443,354 526,819 Total $ 1,779,964 $ 1,553,048 $ 1,506,875 Year ended December 31, 2022 2021 2020 Contract Mix: Time-and-materials $ 713,581 $ 633,152 $ 732,365 Fixed-price 802,804 645,761 536,903 Cost-based 263,579 274,135 237,607 Total $ 1,779,964 $ 1,553,048 $ 1,506,875 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 December 31, 2022 and December 31, 2021: December 31, 2022 December 31, 2021 Change Contract assets $ 169,088 $ 137,867 $ 31,221 Contract liabilities ( 25,773 ) ( 39,665 ) 13,892 Net contract assets (liabilities) $ 143,315 $ 98,202 $ 45,113 The net contract assets (liabilities) as of December 31, 2022 increased by $ 45.1 million as compared to December 31, 2021, primarily due to the timing difference between the performance of services and billings to and payments from customers. There were no material changes to contract balances due to impairments or credit losses during the period. During the years ended December 31, 2022 and 2021, the Company recognized $ 27.4 million and $ 22.7 million in revenue related to the contract liabilities balance at December 31, 2021 and 2020 , respectively. Performance Obligations: The Company had $ 1.5 billion in unfulfilled performance obligations as of December 31, 2022 , which primarily reflects the future delivery of services for which revenue will be recognized over time. The unperformed obligations relate to continued or additional services required on contracts, including those that are either non-cancellable or those that are cancellable but the Company has determined to 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 Hedges Activities | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative instruments and Hedges Activities | NOTE 12 - DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES The Company uses interest rate swap arrangements (the “Swaps”) to manage or hedge its variable 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) (“AOCI”) 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 Swaps designated as cash flow hedges as of December 31, 2022 are as follows: Dates of Effected Cash Flows Date of Interest Rate Swap Agreement Notional Amount Paid Fixed 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 a 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 a 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 a term SOFR fixed interest rate of 1.191 %. For the years ended December 31, 2022 and 2021, the effect of the Swaps on the Company’s financial statements are as follows: Cash Flow Hedging Derivatives Total Gain Recorded to Amount of (Gain) or Loss 2022 2021 2022 2021 Interest Rate Swaps $ 11,445 $ 3,285 $ ( 248 ) $ 3,008 As of December 31, 2022 , the net amount of realized losses from the hedge agreements expected to be reclassified from AOCI into earnings within the next 12 months is $ 5.1 million . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 13 - INCOME TAXES The domestic and foreign components of income before provision for income taxes are as follows for the years ended December 31: 2022 2021 2020 Domestic $ 80,372 $ 97,884 $ 68,817 Foreign 3,608 2,206 5,856 Income before income taxes $ 83,980 $ 100,090 $ 74,673 Income tax expense consisted of the following for the years ended December 31: 2022 2021 2020 Current: Federal $ 8,413 $ 15,961 $ 14,645 State 2,686 3,494 5,198 Foreign 1,661 687 1,736 Total current 12,760 20,142 21,579 Deferred: Federal 4,264 4,724 ( 1,721 ) State 3,607 4,395 314 Foreign ( 894 ) ( 303 ) ( 458 ) Total deferred 6,977 8,816 ( 1,865 ) Income tax expense $ 19,737 $ 28,958 $ 19,714 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes. Deferred tax assets (liabilities) consisted of the following at December 31: 2022 2021 Deferred Tax Assets Allowance for expected credit losses $ 1,404 $ 1,825 Accrued paid time off 2,801 2,504 Foreign net operating loss (NOL) carryforward 229 91 State net operating loss (NOL) carryforward 502 522 Stock option compensation 1,586 1,680 Deferred rent 4,224 2,566 Deferred compensation 4,692 5,358 Foreign tax credits 7,236 6,677 State tax credits 384 1,081 Foreign exchange 4,532 4,014 Foreign deferred 875 727 Accrued bonus 5,696 5,303 Impairment 2,650 — Accrued liabilities and other 6,513 6,660 43,324 39,008 Less: Valuation Allowance ( 7,607 ) ( 7,048 ) Total Deferred Tax Assets 35,717 31,960 Deferred Tax Liabilities Retention ( 407 ) ( 637 ) Prepaid expenses ( 366 ) ( 726 ) Payroll taxes ( 697 ) ( 544 ) Unbilled revenue ( 409 ) ( 607 ) Depreciation ( 270 ) ( 1,920 ) Amortization ( 99,045 ) ( 68,194 ) Deferred gain and other ( 2,561 ) ( 1,245 ) Total Deferred Tax Liabilities ( 103,755 ) ( 73,873 ) Total Net Deferred Tax Liability $ ( 68,038 ) $ ( 41,913 ) The Company measures certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is 26.8 %. As of December 31, 2022, the cumulative foreign tax credit carryforward balance increased by approximately $ 0.6 million and the valuation allowance required increased by approximately $ 0.6 million. No additional income taxes have been provided for on any remaining undistributed foreign earnings not subject to the transition tax. No additional deferred income taxes have been provided for the $ 8.9 million of additional unfavorable outside basis differences inherent in these foreign entities as of December 31, 2022 because these amounts continue to be permanently reinvested in foreign operations. As of December 31, 2022, the Company had approximately $ 0.7 million of foreign operating loss carryforward for income taxes which may be carried forward indefinitely. As of December 31, 2022, the Company has NOL carryforwards for state income tax purposes of approximately $ 6.8 million , which expire in 2034 . The Company acquired these NOLs as a result of its purchase of a business in November 2014. Internal Revenue Code Section 382 imposes an annual limitation on the use of a corporation’s NOLs, tax credits and other carryovers after an “ownership change” occurs. Section 382 imposes an annual limitation on the amount of post-ownership change taxable income a corporation may offset with pre-ownership change NOLs and credits. In general, the annual limitation is determined by multiplying the value of the corporation’s stock immediately before the ownership change (subject to certain adjustments) by the applicable long-term tax-exempt rate. Any unused portion of the annual limitation is available for use in future years until such NOLs are scheduled to expire (in general, NOLs may be carried forward 20 years). The Company established a valuation allowance of approximately $ 0.4 million against the portion of the deferred tax asset which it is more-likely-than-not that it will not be recoverable (e.g. expiration of the statute of limitations, etc.) As of December 31, 2022, the Company had gross state income tax credit carryforwards of approximately $ 0.4 million , which expire between 2024 and 2034 . A deferred tax asset of approximately $ 0.4 million , net of federal benefit, has been established related to these state income tax credit carryforwards as of December 31, 2022. The need to establish valuation allowances for deferred assets is based on a more-likely-than-not threshold that the benefit of such assets will be realized in future periods. Appropriate consideration has been given to all available evidence, including historical operating results, projections of taxable income, and tax planning alternatives. The Company concluded that a valuation allowance of $ 0.4 million was required for tax attributes related to specified state jurisdictions and an additional $ 7.2 million valuation allowance is required against our U.S. foreign tax credit carryforwards. The total amount of unrecognized tax benefits as of December 31, 2022 and 2021 was $ 0.1 million and $ 0.5 million, respectively, which includes $ 0.1 million and $ 0.5 million, respectively, of tax positions that, if recognized, would impact the effective rate. The unrecognized tax benefit reconciliation, excluding penalty and interest, is as follows: Unrecognized tax benefits at January 1, 2020 $ — Increase attributable to tax positions taken during a prior period 811 Unrecognized tax benefits at December 31, 2020 811 Decrease attributable to tax positions taken during the current period ( 361 ) Unrecognized tax benefits at December 31, 2021 450 Decrease attributable to tax positions taken during the current period ( 305 ) Unrecognized tax benefits at December 31, 2022 $ 145 The Company’s 2019 to 2021 tax years remain subject to examination by the Internal Revenue Service for federal tax purposes. Certain significant state and foreign tax jurisdictions are also either currently under examination or remain open under the statutes of limitation and subject to examination for the tax years from 2019 to 2021 . Although the Company believes it has adequately provided for all uncertain tax positions, amounts asserted by taxing authorities could be greater than the Company’s accrued position. Accordingly, additional provisions on federal, state and foreign income tax related matters could be recorded in the future as revised estimates are made or the underlying matters are effectively settled or otherwise resolved. Conversely, the Company could settle positions with the tax authorities for amounts lower than have been accrued. The Company believes it is reasonably possible that, during the next 12 months, the Company’s liability for uncertain tax positions may not change. The Company’s provision for income taxes differs from the federal statutory rate. The differences between the statutory rate and the Company’s provision are as follows: 2022 2021 2020 Taxes at statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 5.8 % 5.6 % 5.6 % Foreign tax rate differential 0.1 % 0.1 % 0.3 % Executive compensation 2.2 % 2.1 % 2.4 % Other permanent differences 2.0 % ( 0.4 )% 0.1 % Prior year tax adjustments ( 1.1 )% 1.5 % ( 1.1 )% Deferred Impact of State Rate Change 0.6 % — — Worthless stock deduction ( 4.6 )% — — Unrecognized tax benefits ( 0.4 )% ( 0.5 )% 1.0 % Valuation allowance 0.7 % 1.3 % 1.6 % Equity-based compensation ( 1.3 )% ( 1.0 )% ( 3.8 )% Tax credits ( 1.5 )% ( 0.8 )% ( 0.7 )% Taxes at effective rate 23.5 % 28.9 % 26.4 % |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 12 Months Ended |
Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | NOTE 14 - ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME Accumulated other comprehensive loss included the following: Foreign Gain on Sale of (1) Changes in (2)(5) Total Accumulated other comprehensive (loss) income at January 1, 2020 $ ( 10,995 ) $ 1,634 $ ( 2,783 ) $ ( 12,144 ) Current period other comprehensive income (loss): Other comprehensive income (loss) before reclassifications 4,141 — ( 9,867 ) ( 5,726 ) Amounts reclassified from accumulated other comprehensive (loss) income — ( 720 ) 2,751 2,031 Effect of taxes (3) ( 356 ) 182 1,907 1,733 Total current period other comprehensive income (loss) 3,785 ( 538 ) ( 5,209 ) ( 1,962 ) 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 ( 1,676 ) — 3,285 1,609 Amounts reclassified from accumulated other comprehensive (loss) income — ( 720 ) 3,728 3,008 Effect of taxes (3) 127 193 ( 1,866 ) ( 1,546 ) Total current period other comprehensive (loss) income ( 1,549 ) ( 527 ) 5,147 3,071 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 ( 9,259 ) — 11,445 2,186 Amounts reclassified from accumulated other comprehensive (loss) income (4) — ( 720 ) 472 ( 248 ) Effect of taxes (3) 3,962 192 ( 3,190 ) 964 Total current period other comprehensive (loss) income ( 5,297 ) ( 528 ) 8,727 2,902 Accumulated other comprehensive (loss) income at December 31, 2022 $ ( 14,056 ) $ 41 $ 5,882 $ ( 8,133 ) (1) Represents the fair 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 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 January 31, 2018 to January 31, 2023. (2) Represents the change in fair value of interest rate hedge agreements designated as a 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 additional details of the hedge agreements in Note 12 - Derivative Instruments and Hedging Activities. (3) The Company’s effective tax rate for the years ended December 31, 2022, 2021, and 2020 was 23.5 % , 28.9 % , and 26.4 % , respectively. (4) The Company expects to reclassify $ 0.1 million related to the Gain on Sale of Interest Rate Hedge Agreement, and $ 5.1 million in unrealized 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. The fair value of the interest rate hedge agreements is included in other current and other long-term liabilities on the consolidated balance sheets. |
Accounting for Stock-based Comp
Accounting for Stock-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Accounting for Stock-based Compensation | NOTE 15 - ACCOUNTING FOR STOCK-BASED COMPENSATION Stock Incentive Plans On April 4, 2018, the Company’s board of directors approved the 2018 Omnibus Incentive Plan (the “2018 Omnibus Plan”), which was subsequently approved by the 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 up to 1,600,000 shares using stock options, stock appreciation rights, restricted stock, RSUs, performance units and PSAs, cash-based awards, and other stock-based awards to all key officers, key employees, and non-employee directors of the Company. Outstanding shares granted under the Prior Plan, totaling 10,885 , as of December 31, 2022, remain subject to its terms and conditions, and additional awards from the Prior Plan are prohibited after the Effective Date. As of December 31, 2022, the Company had approximately 775,252 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 (“EPS”) calculations. Stock-based compensation expense is included as part of direct costs and indirect and selling expenses on the consolidated statements of comprehensive income. The total stock-based compensation expense for the years ended December 31, 2022, 2021, and 2020, the unrecognized compensation expense at December 31, 2022, and the weighted-average period to recognize the remaining unrecognized shares are as follows: Stock-Based Compensation Expense Recognized Unrecognized 2022 2021 2020 2022 Weighted Restricted Stock Units $ 9,300 $ 8,563 $ 11,895 $ 14,610 1.9 Cash-Settled Restricted Stock Units 5,709 8,251 7,015 9,532 1.7 Non-Employee Director Awards 1,087 937 755 460 0.4 Performance Shares 2,784 3,731 4,905 3,007 1.5 Total $ 18,880 $ 21,482 $ 24,570 $ 27,609 The assumptions of employment termination forfeiture rates used in the determination of fair value of stock awards during the 2022 calendar year were based on the Company’s historical average of actual forfeitures from the previous 10 years preceding the reporting period. The expected annualized forfeiture rates used during the 2022 calendar year varied from 0 % to 19.61 % , and the Company does not expect these termination rates to vary significantly in the future. Stock Options Option awards are granted with an exercise price equal to the market value of the Company’s common stock on the date of grant. There were no option awards granted during 2022, 2021, and 2020. The following table summarizes the changes in outstanding stock options: Number of Weighted Aggregate Outstanding at January 1, 2020 108,128 $ 35.82 Exercised ( 69,901 ) $ 37.94 Granted — $ — Forfeited/Expired — $ — Outstanding at December 31, 2020 38,227 $ 31.93 Exercised ( 8,535 ) $ 27.17 Granted — $ — Forfeited/Expired — $ — Outstanding at December 31, 2021 29,692 $ 33.30 Exercised ( 18,807 ) $ 32.04 Granted — $ — Forfeited/Expired — $ — Outstanding at December 31, 2022 10,885 $ 35.49 $ 691,841 Vested plus expected to vest at December 31, 2022 10,885 $ 35.49 $ 691,841 Exercisable at December 31, 2022 10,885 $ 35.49 $ 691,841 The aggregate intrinsic value in the preceding table is based on the Company’s closing stock price of $ 99.05 as of December 31, 2022. The total intrinsic value of options exercised was $ 1.9 million , $ 0.8 million , and $ 5.1 million for the years ended December 31, 2022, 2021, and 2020, respectively. All options have vested as of December 31, 2022, and the weighted-average remaining contractual term for options vested was 0.8 years and for exercisable options was 0.8 years. Information regarding stock options outstanding as of December 31, 2022 is summarized below: OPTIONS OUTSTANDING OPTIONS EXERCISABLE Range of Number Weighted Weighted Number Weighted $ 27.03 to $ 27.03 4,138 0.2 $ 27.03 4,138 $ 27.03 $ 40.68 to $ 40.68 6,747 1.2 $ 40.68 6,747 $ 40.68 $ 27.03 to $ 40.68 10,885 0.8 $ 35.49 10,885 $ 35.49 Restricted Stock Units RSUs generally have a vesting term of three years . On vesting the employee is issued one share of stock for each RSU awarded. The fair value of shares vested was $ 10.8 million , $ 7.9 million , and $ 14.1 million for the years ended December 31, 2022, 2021, and 2020, respectively. A summary of the Company’s RSUs is presented below. Number of Weighted- Aggregate Non-vested RSUs at January 1, 2020 449,975 $ 62.48 Granted 170,411 $ 58.27 Vested ( 258,307 ) $ 54.73 Cancelled ( 56,680 ) $ 63.46 Non-vested RSUs at December 31, 2020 305,399 $ 66.51 Granted 132,757 $ 95.68 Vested ( 119,203 ) $ 66.46 Cancelled ( 15,117 ) $ 68.53 Non-vested RSUs at December 31, 2021 303,836 $ 79.17 Granted 148,361 $ 93.70 Vested ( 140,666 ) $ 76.53 Cancelled ( 26,705 ) $ 77.16 Non-vested RSUs at December 31, 2022 284,826 $ 88.23 $ 28,212,015 RSUs expected to vest in the future 250,604 $ 87.50 $ 24,822,356 The aggregate intrinsic value in the preceding table is based on the Company’s closing stock price of $ 99.05 per share as of December 31, 2022. Cash-Settled Restricted Stock Units CSRSUs generally have a vesting term of three years . The fair value of CSRSUs vested and settled in cash for the years ended December 31, 2022, 2021, and 2020 was $ 6.6 million , $ 8.7 million and $ 9.3 million , respectively. A summary of the Company’s CSRSUs is presented below. Number of Weighted- Aggregate Non-vested CSRSUs at January 1, 2020 296,233 $ 58.83 Granted 134,259 $ 60.30 Vested ( 154,653 ) $ 49.44 Cancelled ( 34,358 ) $ 63.03 Non-vested CSRSUs at December 31, 2020 241,481 $ 65.06 Granted 52,246 $ 89.51 Vested ( 104,272 ) $ 63.96 Cancelled ( 23,195 ) $ 69.68 Non-vested CSRSUs at December 31, 2021 166,260 $ 72.79 Granted 115,024 $ 97.88 Vested ( 75,566 ) $ 73.20 Cancelled ( 17,299 ) $ 80.02 Non-vested CSRSUs at December 31, 2022 188,419 $ 87.28 $ 18,662,902 CSRSUs expected to vest in the future 161,193 $ 85.88 $ 15,966,125 The aggregate intrinsic value in the preceding table is based on the Company’s closing stock price of $ 99.05 per share as of December 31, 2022. Non-Employee Director Awards Beginning on July 2, 2018, the Company granted awards of registered shares to its non-employee directors on an annual basis under the Omnibus Plan. A summary of the non-employee director awards is presented below: Number of Weighted- Aggregate Non-vested RSUs at January 1, 2020 4,860 $ 73.94 Granted 12,541 $ 64.58 Vested ( 10,891 ) $ 68.82 Cancelled — $ — Non-vested RSUs at December 31, 2020 6,510 $ 64.47 Granted 11,186 $ 90.73 Vested ( 12,110 ) $ 76.61 Cancelled — $ — Non-vested RSUs at December 31, 2021 5,586 $ 90.73 Granted 11,399 $ 95.35 Vested ( 11,637 ) $ 93.39 Cancelled — $ — Non-vested RSUs at December 31, 2022 5,348 $ 94.79 $ 529,719 RSUs expected to vest in the future 5,348 $ 94.79 $ 529,719 The aggregate intrinsic value in the preceding table is based on the Company’s closing stock price of $ 99.05 per share as of December 31, 2022. Performance Share Awards In 2015, the Company’s Board of Directors approved a performance-based share program (the “Program”) that provides for the issuance of PSAs to its senior management. Under the Program, the number of PSAs that the participant will receive depends on the Company’s achievement of two performance goals during two performance periods. The performance goals under the Program are based on (i) the Company’s compounded annual growth rate in EPS during a two-year performance period (the “Initial Period”) and (ii) the Company’s cumulative total shareholder return relative to its peer group (“rTSR”) during a performance period from the first day of the performance period (typically January 1 of the year awarded) to the last day of the third year of the performance period (typically December 31). The PSAs will only be eligible to vest following the expiration of the three-year performance period. The actual shares vested will be subject to both continued employment by the Company (barring certain exceptions allowing for partial performance periods) and actual financial measures achieved. The final number of shares of common stock that will be issued to each participant at the end of the applicable performance period will be determined by multiplying the award by the product of two percentages: the first based on the Company’s EPS performance and the second based on the Company’s rTSR performance, subject to a minimum and maximum performance level. As of December 31, 2022 , shares granted during 2020, 2021, and 2022 are within year three , two , and one of the performance periods, respectively, and therefore have not fully vested. A total of 47,634 shares granted in 2019 vested during 2022 after meeting the performance goals. As of December 31, 2022, a total of 66,805 shares granted in 2020 and 2021 are expected to vest in the future based on estimated financial measures achieved in the Initial Period and rTSR performance. A summary of the Company’s PSAs is presented below. Number of Weighted- Aggregate Non-vested PSAs at January 1, 2020 148,414 $ 60.67 Granted 87,314 $ 51.44 Vested ( 88,038 ) $ 38.81 Cancelled ( 5,569 ) $ 69.66 Non-vested PSAs at December 31, 2020 142,121 $ 68.19 Granted 54,216 $ 85.03 Vested ( 63,258 ) $ 65.05 Cancelled — $ — Non-vested PSAs at December 31, 2021 133,079 $ 76.54 Granted 38,412 $ 93.15 Vested ( 47,634 ) $ 82.38 Cancelled ( 3,170 ) $ 80.64 Non-vested PSAs at December 31, 2022 120,687 $ 79.42 $ 11,954,047 PSAs expected to vest in the future 66,805 $ 94.83 $ 6,617,006 The aggregate intrinsic value in the preceding table is based on the Company’s closing stock price of $ 99.05 per share as of December 31, 2022 . The fair value of the awards is estimated on the grant date using a Monte Carlo simulation model due to the market condition for the rTSR component. The fair value assumptions using the Monte Carlo simulation model for awards granted in 2022, 2021, and 2020 were: 2022 2021 2020 Dividend Yield 0.6 % 0.6 % 1.0 % Historical Volatility 39.0 % 40.9 % 35.7 % Risk-Free Rate of Returns 2.1 % 0.3 % 0.4 % |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combinations | NOTE 16 – BUSINESS COMBINATIONS 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 recorded net working capital of $ 4.6 million and 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 ASC 606, Revenue Recognition, deferred income tax liabilities of $ 3.0 million, and also allocated $ 9.7 million to goodwill and $ 11.4 million to intangible assets. Intangible assets consisted 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 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, 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 purchase price allocation is summarized as follows: Contract receivables $ 12,699 Contract assets 6,071 Customer-related intangibles 62,967 Trade names and trademarks 1,120 Other current and non-current assets 407 Accrued salaries and benefits ( 3,998 ) Accrued expenses and other liabilities ( 6,244 ) Deferred tax liability ( 16,701 ) Net assets acquired 56,321 Goodwill 159,677 Purchase consideration $ 215,998 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 $ 159.7 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. Acquisition-related costs and integration costs totaled $ 4.3 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 year ended December 31, 2022, SemanticBits contributed revenues of $ 64.3 million and gross profit of $ 26.7 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. (Unaudited) Year Ended (in thousands) 2022 2021 Revenue $ 1,856,399 $ 1,667,425 Net income 75,999 63,752 Creative Systems and Consulting On December 31, 2021 , the Company acquired Creative Systems, a premier provider of IT modernization and digital transformation solutions to federal agencies, for a 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 consisted 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 customer-related and technology related intangibles are being amortized straight-line over 4 years and 10 years, respectively, from the date of acquisition, while trade names and trademarks and non-compete agreements will be amortized in less than one year from the acquisition date. Goodwill is reflective of the existing workforce at Creative Systems and the expected synergies created with the Company as a result of the acquisition. The pro-forma impact of the acquisition is not material to the Company’s results of operations. ESAC On November 1, 2021, the Company completed the acquisition of ESAC, one of the leading specialized providers of advanced health analytics, research data management and bioinformatics solutions to U.S. federal health agencies, for a cash purchase price of approximately $ 17.3 million, subject to working capital adjustments. In addition to working capital acquired of $ 2.6 million, the Company recognized fair value of the assets acquired and liabilities assumed and allocated of $ 11.3 million to goodwill and $ 3.4 million to intangible assets. Intangible assets included $ 3.1 million related to customer relationships and $ 0.3 million related to technology and other intangibles, and are amortized over 3 years and less than 1 year , respectively. The pro-forma impact of the acquisition is not material to the Company’s results of operations. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 17 - EARNINGS PER SHARE The Company’s 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 December 31, 2022, the PSAs granted during the year ended December 31, 2020 and 2021 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, 2022 have not yet completed their initial two-year performance period and therefore were excluded in the calculation of diluted EPS. For the years ended December 31, 2022, 2021, and 2020, there were immaterial RSU shares that were excluded from the calculation of EPS because they were anti-dilutive. The dilutive effect of stock options, RSUs, and performance shares for each period reported is summarized below: 2022 2021 2020 Net Income $ 64,243 $ 71,132 $ 54,959 Weighted-average number of basic shares outstanding during the period 18,818 18,868 18,841 Dilutive effect of stock options, RSUs, and performance shares 215 256 294 Weighted-average number of diluted shares outstanding during the period 19,033 19,124 19,135 Basic earnings per share $ 3.41 $ 3.77 $ 2.92 Diluted earnings per share $ 3.38 $ 3.72 $ 2.87 |
Share Repurchase Program
Share Repurchase Program | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Share Repurchase Program | NOTE 18 - 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 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 provided that it was not in 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. 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 year ended December 31, 2022, the Company repurchased a combined 176,375 shares at an average price of $ 96.18 per share or a total cost of $ 17.0 million under this program. As of December 31, 2022, approximately $ 111.9 million remained available under the share repurchase plan. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value | NOTE 19 - FAIR VALUE The Company measures and reports certain financial assets and liabilities at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Generally, fair value is based on observable quoted market prices or derived from observable market data when such market prices or data are available. ASC 820 establishes a three-level hierarchy used to estimate fair value by which each level is categorized based on the priority of the inputs used to measure fair value: • Level 1: Quoted prices that are available in active markets for identical assets or liabilities; • Level 2: Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates and yield curves that are observable at commonly quoted intervals, and implied volatilities); and inputs derived principally from or corroborated by observable market data by correlation or other means; and • Level 3: Uses inputs that are unobservable and require the Company to make certain assumptions and require significant estimation and judgment from management to use in pricing the fair value of the assets and liabilities. Certain financial instruments, including cash and cash equivalents, contract receivables, and accounts payable are carried at cost, which, due to their short maturities, approximates their fair values at December 31, 2022 and 2021. The carrying value of other long-term liabilities related to capital expenditure obligations approximates their fair value at December 31, 2022 and 2021 based on the current rates offered to the Company for similar instruments with comparable maturities (Level 2). The Company believes the carrying value of its Credit Facility at December 31, 2022 and 2021 approximates the estimated fair value for debt with similar terms, interest rates, and remaining maturities currently available to companies with similar credit ratings (Level 2). The Company applies the provisions of ASC 820 to its assets and liabilities that are required to be measured at fair value pursuant to other accounting standards, including assets and liabilities resulting from the Company’s nonqualified deferred compensation plan, interest rate swap agreement (see Note 12 – Derivative Instruments and Hedging Activities), and foreign currency forward contract agreements not eligible for hedge accounting. Financial instruments measured at fair value on a recurring basis and their location within the accompanying consolidated financial statements are as follows: December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Location on Balance Sheet Assets: Interest rate swaps - current portion $ — $ 5,051 $ — $ 5,051 Prepaid expenses and other assets Interest rate swaps - long-term portion — 2,950 — 2,950 Other assets Deferred compensation investments in cash surrender life insurance — 17,869 — 17,869 Other assets Total $ — $ 25,870 $ — $ 25,870 Liabilities: Deferred compensation plan liabilities $ — $ 17,485 $ — $ 17,485 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 Deferred compensation investments in cash surrender life insurance — 20,159 — 20,159 Other assets Total $ — $ 20,426 $ — $ 20,426 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 Total $ — $ 24,043 $ — $ 24,043 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 20 - COMMITMENTS AND CONTINGENCIES Letters of Credit and Guarantees At December 31, 2022 and 2021, the Company was contingently liable under open standby letters of credit of $ 2.0 million and $ 3.3 million , respectively, and guarantees of $ 9.2 million and $ 9.8 million issued by its banks. The letters of credits and guarantees were primarily for the Company's facility leases and contract performance obligations in the U.S. and Belgium, respectively. The open standby letters of credit reduces the Company's unused borrowing capacity under the Credit Facility. 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 the Company’s 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. On February 17, 2023, the Company resolved all matters with the State of Louisiana related to the litigation and the Road Home program. The impact of this resolution was not material to the Company's consolidated financial statements. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Employee Benefit Plans | NOTE 21 - EMPLOYEE BENEFIT PLANS Retirement Savings Plan Effective June 30, 1999, the Company established the ICF Consulting Group Retirement Savings Plan (the “Retirement Savings Plan”). The Retirement Savings Plan is a defined contribution profit sharing plan with a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code. Participants in the Retirement Savings Plan are able to elect to defer up to 70 % of their compensation, subject to statutory limitations, and are entitled to receive 100 % employer matching contributions for the first 3 % and 50 % for the next 2 % of their compensation. Contribution expense related to the Retirement Savings Plan for the years ended December 31, 2022, 2021, and 2020 was approximately $ 22.9 million , $ 19.0 million , and $ 18.1 million , respectively. Deferred Compensation Plan Certain key employees of the Company are eligible to defer a specified percentage of their cash compensation by having it contributed to a nonqualified deferred compensation plan. Eligible employees may elect to defer up to 80 % of their base salary and up to 100 % of performance bonuses, reduced by any amounts withheld for the payment of taxes or other deductions required by law. Participants are at all times 100 % vested in their account balances. The Company funds its deferred compensation liabilities by making cash contributions to a Rabbi Trust at the time the salary or bonus being deferred would otherwise be payable to the employee. The liability to plan participants is materially funded at all times and the plan does not have a material net impact on the Company’s results of operations. Employee Stock Purchase Plan The Company has a 2006 Employee Stock Purchase Plan (“ESPP”) under which one million shares have been authorized for issuance. The ESPP allows eligible employees to purchase shares of the Company’s common stock through payroll deductions up to $ 25,000 per calendar year over six-month offering periods at a discount not to exceed 5 % of the market value on the date of each purchase period, and therefore the Company does not recognize compensation expense related to the ESPP. For the years ended December 31, 2022 and 2021, employees purchased a total of 34,844 and 27,310 shares at an average purchase price of $ 91.84 and $ 90.19 , respectively. At December 31, 2022 and 2021, there were 584,972 and 619,816 shares remaining available for future issuance. |
Exit Activities
Exit Activities | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Exit Activities | NOTE 22 - EXIT ACTIVITIES During the year ended December 31, 2022, the Company incurred charges related to: 1) the reduction and wind-down of certain non-core commercial marketing businesses, and 2) the reduction of facilities utilized by the remaining elements of the commercial marketing group. Specifically, these charges included the impairment of certain right-of-use operating leases and related assets associated with exited facilities of $ 8.2 million (see Note 2 - Summary of Significant Accounting Policies - Long-Lived Assets), $ 4.8 million in other facility costs, recorded within indirect and selling expenses, and retention and severance of $ 2.3 million primarily recorded within direct costs. During 2022, $ 1.3 million of retention and severance and none of facility costs were paid. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 23 - SUBSEQUENT EVENTS Share Buyback Program On November 15, 2022, the Company’s board of directors authorized and approved a plan to repurchase up to 180,000 shares of the Company's common stock pursuant to Rule 10b5-1 (the “Plan”) of the current repurchase program. The Plan is effective January 3, 2023 through June 30, 2023. As of February 10, 2023, the Company bought 180,000 shares at a total cost of $ 18.1 million, or $ 100.70 per share, and completed the Plan. Hedging Activities Effective February 28, 2023, the Company entered into new floating-to-fixed interest rate swap agreements for an aggregate notional amount of $ 75.0 million. These new swaps mature on February 28, 2028 . Dividend On February 28, 2023 , the Company’s board of directors approved a $ 0.14 per share cash dividend. The dividend will be paid on April 13, 2023 to shareholders of record as of the close of business on March 24, 2023 . |
Supplemental Information
Supplemental Information | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Supplemental Information | NOTE 24 - SUPPLEMENTAL INFORMATION Valuation and Qualifying Accounts Allowance for Credit Losses 2022 2021 2020 Balance at beginning of period $ 7,741 $ 7,616 $ 3,506 Provision for credit losses 248 10,912 4,062 Write-offs, net of recoveries ( 1,782 ) ( 10,723 ) ( 41 ) Effect of foreign currency translation ( 95 ) ( 64 ) 89 Balance at end of period $ 6,112 $ 7,741 $ 7,616 Income Tax Valuation Allowance 2022 2021 2020 Balance at beginning of period $ 7,048 $ 6,839 $ 5,374 Provision for income taxes - valuation allowance 559 209 1,465 Balance at end of period $ 7,607 $ 7,048 $ 6,839 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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. |
Reclassification | Certain immaterial amounts in the consolidated statements of comprehensive income have been reclassified to conform to the current year’s presentation. To be consistent with the current presentation of interest, net, the Company reclassified $ 0.3 million and $ 0.2 million in interest income for the years ended December 31, 2021 and 2020, respectively, from “Other expense” to “Interest, net”. |
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 (including estimates of variable considerations in determining the total contract price and allocation of performance obligations), the remaining 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. |
Revenue Recognition | Revenue Recognition The Company primarily provides services and technology-based solutions for clients that operate in a variety of markets and the solutions may span the entire program life cycle, from initial research and analysis to the design and implementation of solutions. The Company enters into agreements with clients that create enforceable rights and obligations and for which it is probable that the Company will collect the consideration to which it will be entitled as services and solutions are transferred to the client. Except in certain narrowly defined situations, the Company’s agreements with its clients are written and revenue is generally not recognized on oral or implied arrangements. The Company recognizes revenue based on the consideration specified in the applicable agreement and excludes from revenue amounts collected on behalf of third parties. Accordingly, sales and similar taxes which are collected on behalf of third parties are excluded from the transaction price. The Company evaluates whether two or more agreements should be accounted for as one single contract and whether combined or single agreements should be accounted for as more than one performance obligation. For most contracts, the client requires the Company to perform a number of tasks in providing an integrated output for which the client has contracted, and, hence, contracts of this type are tracked as having only one performance obligation since a substantial part of the Company’s promise is to ensure the individual tasks are incorporated into a combined output in accordance with contract requirements. When contracts are separated into multiple performance obligations, the Company allocates the total transaction price to each performance obligation based on the estimated relative standalone selling prices of the promised services underlying each performance obligation. The Company generally provides customized solutions in which the pricing is based on specific negotiations with each client, and, in these cases, the Company uses a cost-plus margin approach to estimate the standalone selling price of each performance obligation. Certain long-term contracts contain award fees, incentive fees or other provisions that can either increase or decrease the transaction price. These variable amounts are generally awarded at the completion of a contractually stipulated performance assessment period based on the achievement of performance metrics, program milestones or cost targets, and the amount awarded may be subject to client discretion. Variable consideration is estimated based on the most likely amount. Once the Company selects a method to estimate variable consideration, it applies that method consistently. Estimates of variable consideration will be constrained only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company evaluates contractual arrangements to determine whether revenue should be recognized on a gross versus net basis. The Company’s assessment is based on the nature of the promise to the client. In most cases, the Company itself agrees to provide specified services to the client as a principal and revenue is recognized on a gross basis. In certain instances, the Company acts as an agent and merely arranges for another party to provide services to the client and revenue is recognized on a net basis in reflection of the fact that the Company does not control the goods or services provided to the client by the other party. Long-term contracts typically contain billing terms that provide for invoicing monthly or upon completion of milestones, and payment on a net 30 -day basis. Therefore, the timing of billings and cash receipts may differ from the timing of revenue recognition resulting in either contract assets or contract liabilities. Exceptions to monthly billing terms are to ensure that the Company performs satisfactorily rather than representing a significant financing component. For cost-based contracts, the Company’s performance is evaluated during a contractually stipulated performance period and, while contract costs may be billed on a monthly basis, the Company is generally permitted to bill for incentive or award fees only after the completion of the performance assessment period, which may occur quarterly, semi-annually or annually, and after the client completes the performance assessment. Fixed-price contracts may provide for milestone billings based on the attainment of specific project objectives rather than for billing on a monthly basis. Moreover, contracts may require retention or hold backs that are paid at the end of the contract to ensure that the Company performs in accordance with requirements. The Company does not assess whether a contract contains a significant financing component if the Company expects, at contract inception, that the period between payment by the client and the transfer of promised services to the client will be one year or less. The Company generally recognizes revenue over time as control is transferred to a client, based on the extent of progress towards satisfaction of the performance obligation. The selection of the method used to measure progress requires judgment and is dependent, among other factors, on the contract type and the nature of the services provided. For time-and-materials contracts, the Company uses the right to invoice practical expedient to determine the revenue earned based on hours worked in contract performance at negotiated billing rates. Fixed-price level-of-effort contracts are substantially similar to time-and-materials contracts except that the Company is required to deliver a specified level of effort over a stated period of time. For these contracts, the Company determines the revenue earned using contract hours worked at negotiated bill rates as the Company delivers the contractually required workforce. For cost-based contracts, the Company recognizes revenue based on contract costs incurred, as the Company becomes contractually entitled to reimbursement of the contract costs, plus a most likely estimate of award or incentive fees earned on those costs even though final determination of fees earned occurs after the contractually-stipulated performance assessment period ends. For fixed-price contracts, the Company uses the percentage-of-completion method to estimate the amount of revenue, based on the ratio of actual costs incurred to total estimated costs, provided that costs incurred (an input method) represents a reasonable measure of progress towards the satisfaction of a performance obligation and transfer of control to the customer. This method provides a faithful depiction of the transfer of value to the client when the Company is satisfying a performance obligation that entails integration of tasks for a combined output, which requires the Company to coordinate the work of employees, subcontractors and delivery of other contract costs. Contract costs that are not reflective of the Company’s progress toward satisfying a performance obligation are not included in the calculation of the measure of progress. When this method is used, the changes in estimated costs to complete the obligations result in adjustments to revenue on a cumulative catch-up basis, which causes the effect of revised estimates for prior periods to be recognized in the current period. Changes in these estimates may routinely occur over contract performance for a variety of reasons, which include: changes in contract scope; changes in contract cost estimates due to unanticipated cost growth or reassessments of risks impacting costs; changes in estimated incentive or award fees; or performing better or worse than previously estimated. In some fixed-price service contracts, the Company performs services of a recurring nature, such as maintenance and other services of a “stand ready” nature. For these contracts, the Company has the right to consideration in an amount that corresponds directly with the value that the client has received. Therefore, the Company records revenue on a time-elapsed basis to reflect the transfer of control to the client throughout the contract. Contracts may be modified to reflect changes in contract specifications and requirements, and these changes may create new enforceable rights and obligations. Modifications that are for services that are not distinct from the existing agreement due to the significant integration service that the Company provides are accounted for as part of an existing performance obligation. The effect of these modifications on the transaction price and the Company’s measure of progress in fulfilling the performance obligation to which they relate is recognized as an adjustment to revenue on a cumulative catch-up basis. Revenue from modifications that create new, distinct performance obligations is recognized based on the Company’s progress in fulfilling the requirements of the new obligations. For construction-type fixed-price contracts in which the estimated cost to perform exceeds the consideration to be received, the Company accrues for the entire estimated loss during the period in which the loss is determined by recording additional direct costs. For performance obligations that are satisfied over time, the Company recognizes the cost to fulfill contracts when incurred, unless the costs are within the scope of another topic in which case the guidance of that topic is applied. The Company evaluates incremental costs of obtaining a contract and, if they are recoverable from the client and relate to a specific future contract, they are deferred and recognized over contract performance or the estimated life of the customer relationship if renewals are expected. The Company expenses these costs when incurred if the amortization period is one year or less. Unfulfilled performance obligations represent amounts expected to be earned on contracts and do not include the value of negotiated, unexercised contract options, which are classified as marketing offers. Indefinite delivery/indefinite quantity and similar arrangements provide a framework for the client to issue specific tasks, delivery or purchase orders in the future and these arrangements are considered marketing offers until a specific order is executed. Revenue recognition entails the use of significant judgment, including, but not limited to, the following: evaluating agreements in terms of the number and nature of performance obligations; determining the appropriate method for measuring progress to satisfaction of obligations; determining if the Company is acting as a principal or an agent, and preparing estimates in terms of the amount of progress that the Company has made. For many fixed-price contracts, in particular, the Company estimates the proportion of total revenue earned using the ratio of contract costs incurred to total estimated contract costs, which requires the Company to prepare and, as necessary, revise estimates, as work progresses, of the total contract costs required to satisfy each respective performance obligation. Moreover, some of the Company’s contracts include variable consideration, which requires the Company to estimate and, as necessary, revise the most likely amounts that will be earned over the respective performance assessment periods. For these obligations, changes in estimates result in cumulative catch-up adjustments and may have a significant impact on earnings during a given period. The Company’s operating cycle for long-term contracts may be greater than one year and is measured by the average time between the inception and completion of those contracts. Contract-related assets and liabilities are classified as current assets and current liabilities. Significant balance sheet accounts related to the revenue recognition cycle are as follows: Contract receivables, net – Contract receivables represent amounts billed and due from clients in accordance with respective contractual terms. The amounts due are stated at their net realizable value. The Company estimates an allowance for estimated credit loss to reflect the amount of receivables that will not be collected. The Company considers a number of factors in estimating the amount of the allowance, including knowledge of a client’s financial condition, its historical collection experience, and other factors relevant to assessing the collectability of the receivables. The Company writes off specific contract receivables when such amounts are determined to be uncollectible. Contract assets – Contract assets include unbilled amounts typically resulting from revenue recognized on long-term contracts when it exceeds the amounts billed. Contract assets include retainages until the Company has met the contract-stipulated requirements for payment. Contract assets are reported in a net position on a contract-by-contract basis each period even though individual contracts may contain multiple performance obligations. On a contract-by-contract basis, amounts do not exceed their net realizable value. Contract liabilities – Contract liabilities represent advance payments received and billings in excess of revenue recognized on contracts. Contact liabilities are reported in a net position on a contract by contract basis each period even though individual contracts may contain multiple performance obligations. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers cash on deposit and all highly liquid investments with original maturities of three months or less when purchased to be cash and cash equivalents. |
Restricted Cash | Restricted Cash The Company has restricted cash representing amounts held in escrow accounts and/or not readily available due to contractual restrictions. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost and are depreciated using the straight-line method over their estimated useful lives, which range from two to seven years . Leasehold improvements are amortized on a straight-line basis over the shorter of the economic life of the improvement or the related lease term. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The purchase price of an acquired business is allocated to the tangible assets and separately identifiable intangible assets acquired, less liabilities assumed, based on their respective fair values, with the excess recorded as goodwill. Goodwill represents the excess of the purchase consideration over the fair value of net assets of businesses acquired. Goodwill and intangible assets acquired in a business combination and deemed to have an indefinite useful life are not amortized, but instead are reviewed for impairment annually, or more frequently if impairment indicators arise. Intangible assets with estimable useful lives are amortized over such lives and reviewed for impairment if impairment indicators arise. The Company performs its annual goodwill impairment test as of October 1 of each year. As its business is highly integrated and all of its components have similar economic characteristics, the Company has concluded it has one aggregated reporting unit at the consolidated entity level. The Company assesses goodwill at the reporting unit. If, after opting to complete a qualitative assessment, the Company determines that it is more likely than not that the estimated fair value of the reporting unit exceeded its carrying amount, it may conclude that no impairment exists. If the Company concludes otherwise, a goodwill impairment test is performed, which includes a comparison of the reporting unit’s fair value to the carrying amount and recognizing, as an impairment loss, the difference of the reporting unit’s fair value and the carrying amount of goodwill. The Company’s qualitative analysis as of October 1, 2022 included macroeconomic, industry and market specific considerations, financial performance indicators and measurements, and other factors. Based on this qualitative assessment, the Company determined that it is more likely than not that the fair value of its reporting unit exceeded its carrying amount, and thus an additional quantitative impairment test was not required to be performed. Therefore, based on management’s review, a goodwill impairment loss was not required for 2022. Historically, the Company has no t recorded any goodwill impairment losses. |
Long-Lived Assets | Long-Lived Assets The Company reviews its long-lived assets, including property and equipment, operating lease right-of-use (“ROU”) assets, and amortizable intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the long-lived asset group may not be fully recoverable. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the long-lived asset group being evaluated, a loss is recognized for any excess of the carrying amount over the fair value of the asset group. The Company recognized impairment expense, included in indirect and selling expenses, of $ 8.4 million, $ 7.9 million, and $ 3.1 million during the years ended December 31, 2022, 2021, and 2020, respectively, related to operating lease right-of-use assets and leasehold improvements. |
Leases | Leases The Company uses leases to obtain use of a variety of different resources, including those for the use of facilities or property and equipment. The Company determines if an arrangement is a lease at inception and recognizes a right-of-use asset and lease obligation for all leases greater than twelve months based on the present value of the future minimum lease payments as of the commencement date, excluding any lease incentives and initial costs incurred to obtain the lease. Since most lease agreements do not provide an implicit rate, the Company uses its incremental borrowing rate as of the commencement date, based on publicly available yields adjusted for company-specific considerations and terms, in estimating the present value of future payments. Lease terms, for the purpose of determining each lease’s present value, include options to extend or terminate the lease if it is reasonably certain and economically reasonable that the Company will exercise that option. Lease costs from minimum lease payments are recognized on a straight-line basis over the lease term. The leases may contain both lease and non-lease components, which are generally accounted for separately. For office equipment leases (primarily copier leases), the Company elected to account for the lease and non-lease components as a single lease component and not recognize right-of-use assets and lease liabilities for leases with a term less than twelve months. Operating leases are included in operating lease right-of-use assets and operating lease liabilities (current and non-current) and finance leases are included in property and equipment, net and finance lease liabilities (current and non-current) on the consolidated balance sheets. |
Capitalized Software | Capitalized Software The Company capitalizes certain costs to develop enhancements and upgrades to internal-use software that are incurred subsequent to the preliminary project stage. Amortization expense is recorded on a straight-line basis over the expected economic life of the software, typically lasting three to five years . As of December 31, 2022, and 2021, capitalized software, net of accumulated amortization, totaled $ 19.0 million and $ 14.5 million , respectively, and is included as part of “other assets” on the consolidated balance sheets. |
Stock-based Compensation | Stock-based Compensation The Company recognizes stock-based compensation expense related to share-based payments to employees, including grants of employee stock options, restricted stock awards, restricted stock units (“RSUs”), and cash-settled restricted stock units (“CSRSUs”) on a straight-line basis over the requisite service period, which is generally the vesting period. The Company recognizes expense for performance-based share awards (“PSAs”), which have both performance and service conditions, on a straight-line basis over the three-year performance period. Non-employee director awards are granted annually for board-related services and therefore expensed over the service period. Stock-based compensation expense is based on the estimated fair value of the instruments on the grant date and the estimated number of shares the Company ultimately expects will vest. The Company estimates the rate of future forfeitures based on factors which include the historical forfeiture experience for each applicable employee class under the assumption that the rate of future forfeitures will be similar to that experienced in the past. In addition, the estimation of PSAs that will ultimately vest requires judgment based on the performance and market conditions that will be achieved over the performance period. Changes to these estimates are recorded as a cumulative adjustment in the period estimates are revised. The fair value of stock options, restricted stock awards, RSUs, PSAs, and non-employee director awards is estimated based on the fair value of a share of common stock at the grant date. The fair value of PSAs is estimated using a Monte Carlo simulation model. CSRSUs are settled only in cash payments. The cash payment is based on the fair value of the Company’s stock price at the vesting date, calculated by multiplying the number of CSRSUs vested by the Company’s closing stock price on the vesting date, subject to a maximum payment cap and a minimum payment floor. The Company treats these awards as liability-classified awards, and, therefore, accounts for them at fair value estimated based on the closing price of the Company’s stock at the reporting date. |
Derivative Instruments | Derivative Instruments Derivative instruments include interest rate swaps and foreign currency hedge contracts. Derivative instruments designated as cash flow hedges are recorded on the consolidated balance sheets at fair value as of the reporting date and reclassified to earnings in the period that the hedged instruments affect earnings, and the effective portion of the hedge is recorded in other comprehensive income (loss), net of tax, on the consolidated statements of comprehensive income. Management reviews the effectiveness of the hedges on a quarterly basis. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company evaluates its ability to benefit from all deferred tax assets and establishes valuation allowances for amounts it believes will more likely than not be unrealizable. For uncertain tax positions, the Company uses a more-likely-than-not recognition threshold based on the technical merits of the income tax position taken. Income tax positions that meet the more-likely-than-not recognition threshold are measured in order to determine the tax benefit recognized in the financial statements. Penalties, if probable and reasonably estimable, and interest expense related to uncertain tax positions are not recognized as a component of income tax expense but recorded separately in indirect expenses and interest expense, respectively. |
Treasury Shares | Treasury Shares Treasury shares are accounted for under the cost method. |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) Other comprehensive income (loss) includes foreign currency translation adjustments arising from the use of differing exchange rates from period to period, the gain on the sale of an interest rate hedge agreement designated as a cash flow hedge, and the changes in fair value of interest rate agreements designated as cash flow hedges, net of taxes. The financial positions and results of operations of the Company’s foreign subsidiaries are based on the local currency as the functional currency and are translated to U.S. dollars for financial reporting purposes. Assets and liabilities of the subsidiaries are translated at the exchange rate in effect at each balance sheet date. Income statement accounts are translated at the average rate of exchange prevailing during the period. Translation adjustments are reported in accumulated other comprehensive loss included in stockholders’ equity in the Company’s consolidated balance sheets. |
Acquisition-Related Costs | Acquisition-Related Costs Costs related to acquisitions include professional fees for legal, financial, and other advisory services and are expensed in the period that they are incurred. |
Segment, Customer and Geographic Information | Segment, Customer and Geographic Information The Company operates in one segment based on the consolidated information used by its chief operating decision-maker in evaluating the financial performance of its business and allocating resources. This single segment represents the Company’s core business, which is providing professional services. Although the Company disaggregates its revenue by client market areas and type, the Company does not manage its business or allocate resources based on client market or type. Approximately $ 980.4 million , $ 735.0 million , and $ 667.0 million of the Company’s revenue for the years 2022, 2021, and 2020, respectively, was derived under prime contracts and subcontracts with agencies and departments of the federal government representing 55 % , 47 % , and 44 % of total revenue, respectively. No other customer accounted for 10% or more of the Company’s revenue during the years ended 2022, 2021, and 2020. The Company provides services to U.S. and international clients, and revenue is attributed to a particular geographic area based on the administrative location of the client that awarded the contract. The Company’s revenue generated from international clients as a percentage of total revenue was approximately 8 % , 11 % , and 13 % for the years 2022, 2021, and 2020, respectively. At December 31, 2022 and 2021, long-lived assets held internationally were 7 % and 15 % of total long-lived assets, respectively. |
Risk and Uncertainties | Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, derivative financial instruments, and contract receivables. The Company’s domestic bank accounts are insured up to $ 250,000 by the Federal Deposit Insurance Corporation. As of December 31, 2022, the Company had $ 5.2 million in its accounts that exceeded the insured limit. The majority of the Company’s cash transactions are processed through one U.S. commercial bank. Cash held domestically in excess of daily requirements is used to reduce any amounts outstanding under the Company’s Credit Facility. As of December 31, 2022 and 2021, the Company held approximately $ 8.4 million and $ 20.1 million , respectively, of cash and restricted cash in foreign bank accounts. The Company enters into derivative financial instruments with financial institutions that meet certain credit guidelines, and limits its risks by continuously monitoring the credit rating of the institutions. The Company’s receivables consist principally of amounts due from agencies and departments of the federal government, state and local governments, and international governments, as well as from commercial organizations. The credit risk, with respect to federal and other government clients, is limited due to the creditworthiness of the respective governmental entity. Amounts due for work performed as a subcontractor also represent limited credit risk when the client is performing as the prime contractor on a government contract due to the ultimate creditworthiness of the end client. Receivables from commercial clients generally pose a greater credit risk, and, as a result, are subject to ongoing monitoring. The Company extends credit in the normal course of operations and does not require collateral from its clients. The Company’s contracts with the federal government are subject to audit by agencies and departments of the federal government. Such audits determine, among other things, whether adjustments to invoices previously rendered are required under regulations as well as the underlying terms of each respective contract. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Pronouncements 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, the sunset date. In December 2022, the FASB issued ASU 2022-06 Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 that extended the sunset date from December 31, 2022 to December 31, 2024. 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. As of December 31, 2022, the Company has one interest rate swap contract with a variable interest rate that references LIBOR. The contract expires on August 31, 2023. See Note 12 - Derivative Instruments and Hedging Activities. |
Restricted Cash (Tables)
Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 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 at December 31, 2022 and 2021 to the total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows for the years ended December 31, 2022, 2021, and 2020: 2022 2021 2020 Beginning Ending Beginning Ending Beginning Ending Cash and cash equivalents $ 8,254 $ 11,257 $ 13,841 $ 8,254 $ 6,482 $ 13,841 Restricted cash (1) 12,179 1,711 68,146 12,179 — 68,146 Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows $ 20,433 $ 12,968 $ 81,987 $ 20,433 $ 6,482 $ 81,987 |
Contract Receivables, Net (Tabl
Contract Receivables, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Summary of Contract Receivables | Contract receivables, net consisted of the following as of December 31: 2022 2021 Billed receivables $ 238,449 $ 245,425 Allowance for expected credit losses ( 6,112 ) ( 7,741 ) Contract receivables, net $ 232,337 $ 237,684 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consisted of the following at December 31: 2022 2021 Leasehold improvements $ 58,131 $ 34,639 Software 17,926 24,363 Furniture and equipment 28,800 25,115 Computers 45,541 44,128 150,398 128,245 Accumulated depreciation and amortization ( 64,996 ) ( 76,192 ) Total property and equipment, net $ 85,402 $ 52,053 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the fiscal years ended December 31 were as follows: 2022 2021 Balance as of January 1, 2022 $ 1,046,760 $ 909,913 Goodwill resulting from business combination - ESAC 87 11,226 Goodwill resulting from business combination - Creative Systems and Consulting 1,939 126,118 Goodwill resulting from business combination - SemanticBits, LLC 159,677 — Goodwill resulting from business combination - Blanton & Associates 9,712 — Effect of foreign currency translation ( 5,277 ) ( 497 ) Balance as of December 31, 2022 $ 1,212,898 $ 1,046,760 |
Schedule of Other Intangibles | Other intangibles consisted of the following at December 31: 2022 Gross Accumulated Net Carrying Customer-related $ 240,591 $ ( 118,412 ) $ 122,179 Developed technology 4,480 ( 512 ) 3,968 Trade name 1,180 ( 884 ) 296 Total amortizable intangible assets 246,251 ( 119,808 ) 126,443 Intangible with indefinite life 94 — 94 Total other intangible assets $ 246,345 $ ( 119,808 ) $ 126,537 2021 Gross Accumulated Net Carrying Customer-related $ 167,577 $ ( 92,494 ) $ 75,083 Developed technology 5,411 ( 944 ) 4,467 Total amortizable intangible assets 172,988 ( 93,438 ) 79,550 Intangible with indefinite life 95 — 95 Total other intangible assets $ 173,083 $ ( 93,438 ) $ 79,645 |
Schedule of Estimated Future Amortization Expense Relating to Intangible Assets | The estimated future amortization expense relating to intangible assets is as follows: Year ending December 31, 2023 $ 35,992 2024 35,068 2025 30,211 2026 16,607 2027 1,441 Thereafter 7,124 Total $ 126,443 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of Lease Cost | The Company’s lease cost is recognized on a straight-line basis over the lease term and is primarily included within indirect and selling expenses on the consolidated statements of comprehensive income. Lease cost consisted of the following: Year Ended December 31, 2022 2021 2020 Operating lease cost $ 37,889 $ 35,469 $ 37,874 Finance lease cost - amortization of right-of-use assets 598 — — Finance lease cost - interest 179 — — Short-term lease cost 509 453 1,421 Variable lease cost 146 43 53 Sublease income ( 92 ) — — Total lease cost $ 39,229 $ 35,965 $ 39,348 |
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 December 31, 2022 were as follows: Operating Finance December 31, 2023 $ 21,441 $ 2,967 December 31, 2024 26,863 2,967 December 31, 2025 24,790 2,967 December 31, 2026 21,389 2,967 December 31, 2027 15,294 2,967 Thereafter 138,885 5,933 Total future minimum lease payments 248,662 20,768 Less: Interest ( 47,106 ) ( 2,271 ) Total operating lease liabilities $ 201,556 $ 18,497 December 31, 2022 December 31, 2021 Operating lease liabilities - current $ 19,305 $ 34,901 Operating lease liabilities - non-current 182,251 191,805 Total operating lease liabilities $ 201,556 $ 226,706 Finance lease liabilities - current $ 2,381 $ — Finance lease liabilities - non-current 16,116 — Total finance lease liabilities $ 18,497 $ — |
Summary of Other Information Related to Operating and Finance Leases | Other information related to operating and finance leases is as follows: Year Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 40,123 $ 28,932 Right-of-use assets obtained in exchange for new operating lease liabilities $ 13,906 $ 90,046 Property and equipment obtained in exchange for finance lease liabilities $ 18,319 — Weighted-average remaining lease term - operating leases Operating leases 11.7 11.4 Finance leases 7.0 — Weighted-average discount rate - operating leases Operating leases 3.3 % 3.2 % Finance leases 3.4 % — |
Accrued Salaries and Benefits (
Accrued Salaries and Benefits (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Employee-related Liabilities, Current [Abstract] | |
Schedule of Accrued Salaries and Benefits | Accrued salaries and benefits consisted of the following at December 31: 2022 2021 Bonuses, liability-classified awards, and commissions $ 26,930 $ 26,443 Salaries 31,142 25,397 Paid time off and leave 16,144 13,574 Social security tax deferral — 10,457 Medical 5,833 4,098 Payroll taxes and withholdings 1,363 1,022 Other 4,579 4,526 Total accrued salaries and benefits $ 85,991 $ 85,517 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following at December 31: 2022 2021 Deposits $ 32,384 $ 21,088 Restricted contract funds 1,701 12,165 IT and software licensing costs 1,609 1,702 Taxes and insurance premiums 6,633 5,267 Facilities rental and lease exit costs 2,043 1,291 Interest 363 212 Professional services 3,617 3,068 Dividends 2,631 2,643 Contingent and contractual liabilities from acquisitions — 1,245 Interest rate swap liability - current — 3,026 Cash collected not yet remitted to purchaser of billed receivables 6,164 — Other accrued expenses and current liabilities 20,891 9,789 Total accrued expenses and other current liabilities $ 78,036 $ 61,496 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | As of December 31, 2022 and 2021, long-term debt consisted of the following: December 31, 2022 December 31, 2021 Average Outstanding Average Outstanding Term Loan $ 288,750 $ 182,500 Delayed-Draw Term Loan 220,000 — Revolving Credit 52,616 241,055 Total before debt issuance costs 3.3 % 561,366 1.6 % 423,555 Unamortized debt issuance costs ( 5,032 ) ( 1,950 ) $ 556,334 $ 421,605 Current portion of long-term debt $ 23,250 $ 10,000 Long-term debt - non-current 533,084 411,605 Total $ 556,334 $ 421,605 |
Schedule of Future Scheduled Repayments of Term Loan Principal | Future scheduled repayments of term loan principal are as follows: Payments due by Term Loan Delayed-Draw Term Loan Revolving Credit Total December 31, 2023 $ 15,000 $ 8,250 $ — $ 23,250 December 31, 2024 15,000 11,000 — 26,000 December 31, 2025 20,625 15,125 — 35,750 December 31, 2026 22,500 16,500 — 39,000 December 31, 2027 215,625 169,125 52,616 437,366 Total $ 288,750 $ 220,000 $ 52,616 $ 561,366 |
Schedule of Net Debt Issuance Costs | The balance of net debt issuance costs at December 31, 2022 and 2021 are as follows: 2022 2021 Amortizable debt issuance costs $ 12,813 $ 8,751 Accumulated amortization ( 7,781 ) ( 6,801 ) Net debt issuance costs $ 5,032 $ 1,950 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Disaggregation of Revenue Year ended December 31, 2022 2021 2020 Client Markets: Energy, environment, and infrastructure $ 664,996 $ 653,080 $ 609,358 Health, education, and social programs 906,081 677,736 677,454 Safety and security 129,357 115,659 120,599 Consumer and financial 79,530 106,573 99,464 Total $ 1,779,964 $ 1,553,048 $ 1,506,875 Year ended December 31, 2022 2021 2020 Client Type: U.S. federal government $ 980,406 $ 735,104 $ 666,968 U.S. state and local government 260,562 235,353 219,507 International government 102,808 139,237 93,581 Government 1,343,776 1,109,694 980,056 Commercial 436,188 443,354 526,819 Total $ 1,779,964 $ 1,553,048 $ 1,506,875 Year ended December 31, 2022 2021 2020 Contract Mix: Time-and-materials $ 713,581 $ 633,152 $ 732,365 Fixed-price 802,804 645,761 536,903 Cost-based 263,579 274,135 237,607 Total $ 1,779,964 $ 1,553,048 $ 1,506,875 |
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 December 31, 2022 and December 31, 2021: December 31, 2022 December 31, 2021 Change Contract assets $ 169,088 $ 137,867 $ 31,221 Contract liabilities ( 25,773 ) ( 39,665 ) 13,892 Net contract assets (liabilities) $ 143,315 $ 98,202 $ 45,113 The net contract assets (liabilities) as of December 31, 2022 increased by $ 45.1 million as compared to December 31, 2021, primarily due to the timing difference between the performance of services and billings to and payments from customers. There were no material changes to contract balances due to impairments or credit losses during the period. During the years ended December 31, 2022 and 2021, the Company recognized $ 27.4 million and $ 22.7 million in revenue related to the contract liabilities balance at December 31, 2021 and 2020 , respectively. |
Derivative instruments and He_2
Derivative instruments and Hedges Activities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Interest Rate Swaps Derivatives Designated as Cash Flow Hedges | A summary of Swaps designated as cash flow hedges as of December 31, 2022 are as follows: Dates of Effected Cash Flows Date of Interest Rate Swap Agreement Notional Amount Paid Fixed 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 a 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 a 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 a term SOFR fixed interest rate of 1.191 %. |
Summary of Effect of Swaps on Company's Financial Statements | For the years ended December 31, 2022 and 2021, the effect of the Swaps on the Company’s financial statements are as follows: Cash Flow Hedging Derivatives Total Gain Recorded to Amount of (Gain) or Loss 2022 2021 2022 2021 Interest Rate Swaps $ 11,445 $ 3,285 $ ( 248 ) $ 3,008 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Before Income Taxes | The domestic and foreign components of income before provision for income taxes are as follows for the years ended December 31: 2022 2021 2020 Domestic $ 80,372 $ 97,884 $ 68,817 Foreign 3,608 2,206 5,856 Income before income taxes $ 83,980 $ 100,090 $ 74,673 |
Income Tax Expense Components | Income tax expense consisted of the following for the years ended December 31: 2022 2021 2020 Current: Federal $ 8,413 $ 15,961 $ 14,645 State 2,686 3,494 5,198 Foreign 1,661 687 1,736 Total current 12,760 20,142 21,579 Deferred: Federal 4,264 4,724 ( 1,721 ) State 3,607 4,395 314 Foreign ( 894 ) ( 303 ) ( 458 ) Total deferred 6,977 8,816 ( 1,865 ) Income tax expense $ 19,737 $ 28,958 $ 19,714 |
Deferred Tax Assets (Liabilities) | Deferred tax assets (liabilities) consisted of the following at December 31: 2022 2021 Deferred Tax Assets Allowance for expected credit losses $ 1,404 $ 1,825 Accrued paid time off 2,801 2,504 Foreign net operating loss (NOL) carryforward 229 91 State net operating loss (NOL) carryforward 502 522 Stock option compensation 1,586 1,680 Deferred rent 4,224 2,566 Deferred compensation 4,692 5,358 Foreign tax credits 7,236 6,677 State tax credits 384 1,081 Foreign exchange 4,532 4,014 Foreign deferred 875 727 Accrued bonus 5,696 5,303 Impairment 2,650 — Accrued liabilities and other 6,513 6,660 43,324 39,008 Less: Valuation Allowance ( 7,607 ) ( 7,048 ) Total Deferred Tax Assets 35,717 31,960 Deferred Tax Liabilities Retention ( 407 ) ( 637 ) Prepaid expenses ( 366 ) ( 726 ) Payroll taxes ( 697 ) ( 544 ) Unbilled revenue ( 409 ) ( 607 ) Depreciation ( 270 ) ( 1,920 ) Amortization ( 99,045 ) ( 68,194 ) Deferred gain and other ( 2,561 ) ( 1,245 ) Total Deferred Tax Liabilities ( 103,755 ) ( 73,873 ) Total Net Deferred Tax Liability $ ( 68,038 ) $ ( 41,913 ) |
Unrecognized Tax Benefit Reconciliation | The unrecognized tax benefit reconciliation, excluding penalty and interest, is as follows: Unrecognized tax benefits at January 1, 2020 $ — Increase attributable to tax positions taken during a prior period 811 Unrecognized tax benefits at December 31, 2020 811 Decrease attributable to tax positions taken during the current period ( 361 ) Unrecognized tax benefits at December 31, 2021 450 Decrease attributable to tax positions taken during the current period ( 305 ) Unrecognized tax benefits at December 31, 2022 $ 145 |
Effective Income Tax Rate Reconciliation | The Company’s provision for income taxes differs from the federal statutory rate. The differences between the statutory rate and the Company’s provision are as follows: 2022 2021 2020 Taxes at statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 5.8 % 5.6 % 5.6 % Foreign tax rate differential 0.1 % 0.1 % 0.3 % Executive compensation 2.2 % 2.1 % 2.4 % Other permanent differences 2.0 % ( 0.4 )% 0.1 % Prior year tax adjustments ( 1.1 )% 1.5 % ( 1.1 )% Deferred Impact of State Rate Change 0.6 % — — Worthless stock deduction ( 4.6 )% — — Unrecognized tax benefits ( 0.4 )% ( 0.5 )% 1.0 % Valuation allowance 0.7 % 1.3 % 1.6 % Equity-based compensation ( 1.3 )% ( 1.0 )% ( 3.8 )% Tax credits ( 1.5 )% ( 0.8 )% ( 0.7 )% Taxes at effective rate 23.5 % 28.9 % 26.4 % |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (Loss) Income (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Components of Accumulated Other Comprehensive (Loss) Income | Accumulated other comprehensive loss included the following: Foreign Gain on Sale of (1) Changes in (2)(5) Total Accumulated other comprehensive (loss) income at January 1, 2020 $ ( 10,995 ) $ 1,634 $ ( 2,783 ) $ ( 12,144 ) Current period other comprehensive income (loss): Other comprehensive income (loss) before reclassifications 4,141 — ( 9,867 ) ( 5,726 ) Amounts reclassified from accumulated other comprehensive (loss) income — ( 720 ) 2,751 2,031 Effect of taxes (3) ( 356 ) 182 1,907 1,733 Total current period other comprehensive income (loss) 3,785 ( 538 ) ( 5,209 ) ( 1,962 ) 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 ( 1,676 ) — 3,285 1,609 Amounts reclassified from accumulated other comprehensive (loss) income — ( 720 ) 3,728 3,008 Effect of taxes (3) 127 193 ( 1,866 ) ( 1,546 ) Total current period other comprehensive (loss) income ( 1,549 ) ( 527 ) 5,147 3,071 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 ( 9,259 ) — 11,445 2,186 Amounts reclassified from accumulated other comprehensive (loss) income (4) — ( 720 ) 472 ( 248 ) Effect of taxes (3) 3,962 192 ( 3,190 ) 964 Total current period other comprehensive (loss) income ( 5,297 ) ( 528 ) 8,727 2,902 Accumulated other comprehensive (loss) income at December 31, 2022 $ ( 14,056 ) $ 41 $ 5,882 $ ( 8,133 ) (1) Represents the fair 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 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 January 31, 2018 to January 31, 2023. (2) Represents the change in fair value of interest rate hedge agreements designated as a 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 additional details of the hedge agreements in Note 12 - Derivative Instruments and Hedging Activities. (3) The Company’s effective tax rate for the years ended December 31, 2022, 2021, and 2020 was 23.5 % , 28.9 % , and 26.4 % , respectively. (4) The Company expects to reclassify $ 0.1 million related to the Gain on Sale of Interest Rate Hedge Agreement, and $ 5.1 million in unrealized 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. The fair value of the interest rate hedge agreements is included in other current and other long-term liabilities on the consolidated balance sheets. |
Accounting for Stock-based Co_2
Accounting for Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Stock-based Compensation Expense | The total stock-based compensation expense for the years ended December 31, 2022, 2021, and 2020, the unrecognized compensation expense at December 31, 2022, and the weighted-average period to recognize the remaining unrecognized shares are as follows: Stock-Based Compensation Expense Recognized Unrecognized 2022 2021 2020 2022 Weighted Restricted Stock Units $ 9,300 $ 8,563 $ 11,895 $ 14,610 1.9 Cash-Settled Restricted Stock Units 5,709 8,251 7,015 9,532 1.7 Non-Employee Director Awards 1,087 937 755 460 0.4 Performance Shares 2,784 3,731 4,905 3,007 1.5 Total $ 18,880 $ 21,482 $ 24,570 $ 27,609 |
Outstanding Stock Option Activity | The following table summarizes the changes in outstanding stock options: Number of Weighted Aggregate Outstanding at January 1, 2020 108,128 $ 35.82 Exercised ( 69,901 ) $ 37.94 Granted — $ — Forfeited/Expired — $ — Outstanding at December 31, 2020 38,227 $ 31.93 Exercised ( 8,535 ) $ 27.17 Granted — $ — Forfeited/Expired — $ — Outstanding at December 31, 2021 29,692 $ 33.30 Exercised ( 18,807 ) $ 32.04 Granted — $ — Forfeited/Expired — $ — Outstanding at December 31, 2022 10,885 $ 35.49 $ 691,841 Vested plus expected to vest at December 31, 2022 10,885 $ 35.49 $ 691,841 Exercisable at December 31, 2022 10,885 $ 35.49 $ 691,841 |
Schedule of Stock Options Outstanding by Exercise Price Range | Information regarding stock options outstanding as of December 31, 2022 is summarized below: OPTIONS OUTSTANDING OPTIONS EXERCISABLE Range of Number Weighted Weighted Number Weighted $ 27.03 to $ 27.03 4,138 0.2 $ 27.03 4,138 $ 27.03 $ 40.68 to $ 40.68 6,747 1.2 $ 40.68 6,747 $ 40.68 $ 27.03 to $ 40.68 10,885 0.8 $ 35.49 10,885 $ 35.49 |
Summary of Non-employee Director Awards | Beginning on July 2, 2018, the Company granted awards of registered shares to its non-employee directors on an annual basis under the Omnibus Plan. A summary of the non-employee director awards is presented below: Number of Weighted- Aggregate Non-vested RSUs at January 1, 2020 4,860 $ 73.94 Granted 12,541 $ 64.58 Vested ( 10,891 ) $ 68.82 Cancelled — $ — Non-vested RSUs at December 31, 2020 6,510 $ 64.47 Granted 11,186 $ 90.73 Vested ( 12,110 ) $ 76.61 Cancelled — $ — Non-vested RSUs at December 31, 2021 5,586 $ 90.73 Granted 11,399 $ 95.35 Vested ( 11,637 ) $ 93.39 Cancelled — $ — Non-vested RSUs at December 31, 2022 5,348 $ 94.79 $ 529,719 RSUs expected to vest in the future 5,348 $ 94.79 $ 529,719 |
Summary of Performance Shares Activity | A summary of the Company’s PSAs is presented below. Number of Weighted- Aggregate Non-vested PSAs at January 1, 2020 148,414 $ 60.67 Granted 87,314 $ 51.44 Vested ( 88,038 ) $ 38.81 Cancelled ( 5,569 ) $ 69.66 Non-vested PSAs at December 31, 2020 142,121 $ 68.19 Granted 54,216 $ 85.03 Vested ( 63,258 ) $ 65.05 Cancelled — $ — Non-vested PSAs at December 31, 2021 133,079 $ 76.54 Granted 38,412 $ 93.15 Vested ( 47,634 ) $ 82.38 Cancelled ( 3,170 ) $ 80.64 Non-vested PSAs at December 31, 2022 120,687 $ 79.42 $ 11,954,047 PSAs expected to vest in the future 66,805 $ 94.83 $ 6,617,006 |
Schedule of Fair Value Assumptions using Monte Carlo Simulation Model for Awards Granted | The fair value assumptions using the Monte Carlo simulation model for awards granted in 2022, 2021, and 2020 were: 2022 2021 2020 Dividend Yield 0.6 % 0.6 % 1.0 % Historical Volatility 39.0 % 40.9 % 35.7 % Risk-Free Rate of Returns 2.1 % 0.3 % 0.4 % |
Restricted Stock Units (RSUs) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Restricted Stock Unit Activity | A summary of the Company’s RSUs is presented below. Number of Weighted- Aggregate Non-vested RSUs at January 1, 2020 449,975 $ 62.48 Granted 170,411 $ 58.27 Vested ( 258,307 ) $ 54.73 Cancelled ( 56,680 ) $ 63.46 Non-vested RSUs at December 31, 2020 305,399 $ 66.51 Granted 132,757 $ 95.68 Vested ( 119,203 ) $ 66.46 Cancelled ( 15,117 ) $ 68.53 Non-vested RSUs at December 31, 2021 303,836 $ 79.17 Granted 148,361 $ 93.70 Vested ( 140,666 ) $ 76.53 Cancelled ( 26,705 ) $ 77.16 Non-vested RSUs at December 31, 2022 284,826 $ 88.23 $ 28,212,015 RSUs expected to vest in the future 250,604 $ 87.50 $ 24,822,356 |
Cash Settled RSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Restricted Stock Unit Activity | CSRSUs generally have a vesting term of three years . The fair value of CSRSUs vested and settled in cash for the years ended December 31, 2022, 2021, and 2020 was $ 6.6 million , $ 8.7 million and $ 9.3 million , respectively. A summary of the Company’s CSRSUs is presented below. Number of Weighted- Aggregate Non-vested CSRSUs at January 1, 2020 296,233 $ 58.83 Granted 134,259 $ 60.30 Vested ( 154,653 ) $ 49.44 Cancelled ( 34,358 ) $ 63.03 Non-vested CSRSUs at December 31, 2020 241,481 $ 65.06 Granted 52,246 $ 89.51 Vested ( 104,272 ) $ 63.96 Cancelled ( 23,195 ) $ 69.68 Non-vested CSRSUs at December 31, 2021 166,260 $ 72.79 Granted 115,024 $ 97.88 Vested ( 75,566 ) $ 73.20 Cancelled ( 17,299 ) $ 80.02 Non-vested CSRSUs at December 31, 2022 188,419 $ 87.28 $ 18,662,902 CSRSUs expected to vest in the future 161,193 $ 85.88 $ 15,966,125 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Summary of Preliminary Purchase Price Allocation | The purchase price allocation is summarized as follows: Contract receivables $ 12,699 Contract assets 6,071 Customer-related intangibles 62,967 Trade names and trademarks 1,120 Other current and non-current assets 407 Accrued salaries and benefits ( 3,998 ) Accrued expenses and other liabilities ( 6,244 ) Deferred tax liability ( 16,701 ) Net assets acquired 56,321 Goodwill 159,677 Purchase consideration $ 215,998 |
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. (Unaudited) Year Ended (in thousands) 2022 2021 Revenue $ 1,856,399 $ 1,667,425 Net income 75,999 63,752 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Dilutive Effect of Stock Options RSUs and PSAs | The dilutive effect of stock options, RSUs, and performance shares for each period reported is summarized below: 2022 2021 2020 Net Income $ 64,243 $ 71,132 $ 54,959 Weighted-average number of basic shares outstanding during the period 18,818 18,868 18,841 Dilutive effect of stock options, RSUs, and performance shares 215 256 294 Weighted-average number of diluted shares outstanding during the period 19,033 19,124 19,135 Basic earnings per share $ 3.41 $ 3.77 $ 2.92 Diluted earnings per share $ 3.38 $ 3.72 $ 2.87 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 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 financial statements are as follows: December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Location on Balance Sheet Assets: Interest rate swaps - current portion $ — $ 5,051 $ — $ 5,051 Prepaid expenses and other assets Interest rate swaps - long-term portion — 2,950 — 2,950 Other assets Deferred compensation investments in cash surrender life insurance — 17,869 — 17,869 Other assets Total $ — $ 25,870 $ — $ 25,870 Liabilities: Deferred compensation plan liabilities $ — $ 17,485 $ — $ 17,485 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 Deferred compensation investments in cash surrender life insurance — 20,159 — 20,159 Other assets Total $ — $ 20,426 $ — $ 20,426 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 Total $ — $ 24,043 $ — $ 24,043 |
Supplemental Information (Table
Supplemental Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of Allowance for Doubtful Accounts | Allowance for Credit Losses 2022 2021 2020 Balance at beginning of period $ 7,741 $ 7,616 $ 3,506 Provision for credit losses 248 10,912 4,062 Write-offs, net of recoveries ( 1,782 ) ( 10,723 ) ( 41 ) Effect of foreign currency translation ( 95 ) ( 64 ) 89 Balance at end of period $ 6,112 $ 7,741 $ 7,616 |
Schedule of Income Tax Valuation Allowance | Income Tax Valuation Allowance 2022 2021 2020 Balance at beginning of period $ 7,048 $ 6,839 $ 5,374 Provision for income taxes - valuation allowance 559 209 1,465 Balance at end of period $ 7,607 $ 7,048 $ 6,839 |
Basis of Presentation and Nat_2
Basis of Presentation and Nature of Operations - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 Office | |
Reclassification | |||
Basis of Presentation and Nature of Operations [Line Items] | |||
Interest income | $ | $ 0.3 | $ 0.2 | |
Domestic | Minimum | |||
Basis of Presentation and Nature of Operations [Line Items] | |||
Number of offices | 58 | ||
International | Minimum | |||
Basis of Presentation and Nature of Operations [Line Items] | |||
Number of offices | 24 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Contract payment term description | contracts typically contain billing terms that provide for invoicing monthly or upon completion of milestones, and payment on a net 30-day basis. | ||
Contracts payment, term | 30 days | ||
Number of reportable segments | Segment | 1 | ||
Goodwill, impaired, accumulated impairment loss | $ 0 | ||
Goodwill, impairment loss | $ 0 | ||
Number of operating segments | Segment | 1 | ||
Revenue | $ 1,779,964,000 | $ 1,553,048,000 | $ 1,506,875,000 |
Foreign financial institutions, actual deposits | 8,400,000 | 20,100,000 | |
Domestic bank accounts exceeded FDIC insurance limit | 5,200,000 | ||
Federal Government Agencies And Departments | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Revenue | $ 980,400,000 | $ 735,000,000 | $ 667,000,000 |
Federal Government Agencies And Departments | Customer Concentration Risk | Sales Revenue, Net | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 55% | 47% | 44% |
International Clients | Geographic Concentration Risk | Sales Revenue, Net | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 8% | 11% | 13% |
International | Geographic Concentration Risk | Long-Lived Assets | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 7% | 15% | |
Other Assets | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Capitalized software, net of accumulated amortization | $ 19,000,000 | $ 14,500,000 | |
Indirect and Selling Expenses | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Impairment expense | $ 8,400,000 | $ 7,900,000 | $ 3,100,000 |
Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment, estimated useful life | 2 years | ||
Finite-lived intangible asset, useful life | 1 year | ||
Minimum | Other Assets | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Finite-lived intangible asset, useful life | 3 years | ||
Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment, estimated useful life | 7 years | ||
Finite-lived intangible asset, useful life | 10 years | ||
Insured domestic bank accounts | $ 250,000 | ||
Maximum | Other Assets | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Finite-lived intangible asset, useful life | 5 years |
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 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 11,257 | $ 8,254 | $ 13,841 | $ 6,482 |
Restricted cash | 1,711 | 12,179 | 68,146 | |
Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows | $ 12,968 | $ 20,433 | $ 81,987 | $ 6,482 |
Contract Receivables, Net - Sum
Contract Receivables, Net - Summary of Contract Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Billed receivables | $ 238,449 | $ 245,425 |
Allowance for expected credit losses | (6,112) | (7,741) |
Contract receivables, net | $ 232,337 | $ 237,684 |
Contract Receivables, Net - Add
Contract Receivables, Net - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Contract Receivables [Line Items] | ||
Billed receivables | $ 238,449,000 | $ 245,425,000 |
Master Receivables Purchase Agreement with MUFG Bank [Member] | ||
Contract Receivables [Line Items] | ||
Billed receivables sold | 10,000,000 | |
Master Receivables Purchase Agreement with MUFG Bank [Member] | Maximum | ||
Contract Receivables [Line Items] | ||
Discount on sale of receivables | $ 100,000 |
Property and Equipment - Proper
Property and Equipment - Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 150,398 | $ 128,245 |
Accumulated depreciation and amortization | (64,996) | (76,192) |
Total property and equipment, net | 85,402 | 52,053 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 58,131 | 34,639 |
Software and Software Development Costs | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 17,926 | 24,363 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 28,800 | 25,115 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 45,541 | $ 44,128 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense | $ 21,482 | $ 19,478 | $ 20,399 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | ||
Balance as of January 1 | $ 1,046,760 | $ 909,913 |
Effect of foreign currency translation | (5,277) | (497) |
Balance as of December 31 | 1,212,898 | 1,046,760 |
ESAC | ||
Goodwill [Line Items] | ||
Goodwill resulting from business combination | 87 | 11,226 |
Creative Systems and Consulting | ||
Goodwill [Line Items] | ||
Goodwill resulting from business combination | 1,939 | $ 126,118 |
SemanticBits LLC | ||
Goodwill [Line Items] | ||
Goodwill resulting from business combination | 159,677 | |
Blanton & Associates | ||
Goodwill [Line Items] | ||
Goodwill resulting from business combination | $ 9,712 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Amortization of Intangible Assets | $ 28.4 | $ 12.5 | $ 13.3 |
Minimum | |||
Finite-lived intangible asset, useful life | 1 year | ||
Maximum | |||
Finite-lived intangible asset, useful life | 10 years | ||
Weighted Average | |||
Finite-lived intangible asset, useful life | 6 years 10 months 24 days | ||
Weighted Average | Customer Relationships | |||
Finite-lived intangible asset, useful life | 6 years 10 months 24 days | ||
Weighted Average | Technology-Based Intangible Assets | |||
Finite-lived intangible asset, useful life | 9 years 2 months 12 days |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Schedule of Other Intangibles (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite lived intangible assets, gross carrying value | $ 246,251 | $ 172,988 |
Accumulated amortization | (119,808) | (93,438) |
Finite lived intangible assets, net carrying value | 126,443 | 79,550 |
Indefinite lived intangible assets, gross carrying value | 94 | 95 |
Total intangible assets, gross carrying value | 246,345 | 173,083 |
Other intangible assets, net | 126,537 | 79,645 |
Customer-Related Intangible Assets | ||
Finite lived intangible assets, gross carrying value | 240,591 | 167,577 |
Accumulated amortization | (118,412) | (92,494) |
Finite lived intangible assets, net carrying value | 122,179 | 75,083 |
Developed Technology Rights | ||
Finite lived intangible assets, gross carrying value | 4,480 | 5,411 |
Accumulated amortization | (512) | (944) |
Finite lived intangible assets, net carrying value | 3,968 | $ 4,467 |
Trade Name | ||
Finite lived intangible assets, gross carrying value | 1,180 | |
Accumulated amortization | (884) | |
Finite lived intangible assets, net carrying value | $ 296 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Estimated Future Amortization Expense Relating to Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 35,992 | |
2024 | 35,068 | |
2025 | 30,211 | |
2026 | 16,607 | |
2027 | 1,441 | |
Thereafter | 7,124 | |
Finite lived intangible assets, net carrying value | $ 126,443 | $ 79,550 |
Leases - Additional Information
Leases - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee Lease Description [Line Items] | ||
Operating leases, existence of option to extend | true | |
Operating leases, existence of option to terminate | true | |
Operating leases, existence of residual value guarantee | true | |
Lessee, Finance Lease, Option to Extend | The leases may include options to extend the lease periods for up to 5 years | |
Lessee, Finance Lease, Option to Terminate | options to terminate the leases within 1 year | |
Lessee, Finance Lease, 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. | |
Minimum | ||
Lessee Lease Description [Line Items] | ||
Lessee, Finance Lease, Remaining Lease Term | 1 year | |
Maximum | ||
Lessee Lease Description [Line Items] | ||
Lessee, Finance Lease, Remaining Lease Term | 16 years | |
Lessee, Finance Lease, Renewal Term | 5 years | |
Finance Leases, Termination Lease Term | 1 year |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease cost | $ 37,889 | $ 35,469 | $ 37,874 |
Finance lease cost - amortization of right-of-use assets | 598 | ||
Finance lease cost - interest | 179 | ||
Short-term lease cost | 509 | 453 | 1,421 |
Variable lease cost | 146 | 43 | 53 |
Sublease income | (92) | ||
Total lease cost | $ 39,229 | $ 35,965 | $ 39,348 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments Under Non-Cancellable Operating and Finance Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
December 31, 2023 | $ 21,441 | |
December 31, 2024 | 26,863 | |
December 31, 2025 | 24,790 | |
December 31, 2026 | 21,389 | |
December 31, 2027 | 15,294 | |
Thereafter | 138,885 | |
Total future minimum lease payments | 248,662 | |
Less: Interest | (47,106) | |
Total lease liabilities | 201,556 | $ 226,706 |
December 31, 2023 | 2,967 | |
December 31, 2024 | 2,967 | |
December 31, 2025 | 2,967 | |
December 31, 2026 | 2,967 | |
December 31, 2027 | 2,967 | |
Thereafter | 5,933 | |
Total future minimum lease payments | 20,768 | |
Less: Interest | (2,271) | |
Total lease liabilities | 18,497 | |
Operating lease liabilities - current | 19,305 | 34,901 |
Operating lease liabilities - non-current | 182,251 | $ 191,805 |
Finance lease liabilities - current | 2,381 | |
Finance lease liabilities - non-current | $ 16,116 |
Leases - Summary of Other Infor
Leases - Summary of Other Information Related to Operating and Finance Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 40,123 | $ 28,932 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 13,906 | $ 90,046 |
Property and equipment obtained in exchange for finance lease liabilities | $ 18,319 | |
Weighted-average remaining lease term - operating leases | 11 years 8 months 12 days | 11 years 4 months 24 days |
Weighted-average remaining lease term - Finance leases | 7 years | |
Weighted-average discount rate - operating leases | 3.30% | 3.20% |
Weighted-average discount rate - Finance leases | 3.40% |
Accrued Salaries and Benefits -
Accrued Salaries and Benefits - Schedule of Accrued Salaries and Benefits (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Employee-related Liabilities, Current [Abstract] | ||
Bonuses, liability-classified awards, and commissions | $ 26,930 | $ 26,443 |
Salaries | 31,142 | 25,397 |
Paid time off and leave | 16,144 | 13,574 |
Social security tax deferral | 10,457 | |
Medical | 5,833 | 4,098 |
Payroll taxes and withholdings | 1,363 | 1,022 |
Other | 4,579 | 4,526 |
Total accrued salaries and benefits | $ 85,991 | $ 85,517 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Deposits | $ 32,384 | $ 21,088 |
Restricted contract funds | 1,701 | 12,165 |
IT and software licensing costs | 1,609 | 1,702 |
Taxes and insurance premiums | 6,633 | 5,267 |
Facilities rental and lease exit costs | 2,043 | 1,291 |
Interest | 363 | 212 |
Professional services | 3,617 | 3,068 |
Dividends | 2,631 | 2,643 |
Contingent and contractual liabilities from acquisitions | 1,245 | |
Interest rate swap liability - current | 3,026 | |
Cash collected not yet remitted to purchaser of billed receivables | 6,164 | |
Other accrued expenses and current liabilities | 20,891 | 9,789 |
Total accrued expenses and other current liabilities | $ 78,036 | $ 61,496 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) | 12 Months Ended | |||
May 06, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Debt Instrument [Line Items] | ||||
Line of credit facility, expiration date | May 06, 2027 | |||
Letters of credit sublimit | $ 100,000,000 | |||
Line of credit facility, swing line commitment amount | 75,000,000 | |||
Line of credit facility, additional revolving credit commitments under existing loan facility | $ 300,000,000 | |||
Outstanding Balance before debt issuance costs | $ 561,366,000 | $ 423,555,000 | ||
Line of credit facility | 180,000,000 | |||
Line of credit facility leverage ratio covenant temporary increment | 5% | |||
Line of credit facility, interest coverage ratio covenant | 3% | |||
Line of credit facility, current borrowing capacity | 440,000,000 | |||
Amortization of debt issuance costs | $ 1,305,000 | $ 617,000 | $ 710,000 | |
Number of letters of credit, outstanding | 6 | |||
Letters of credit outstanding, amount | $ 2,000,000 | |||
Federal Funds Open 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% | |||
Revolving Credit | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 600,000,000 | 600,000,000 | ||
Unused borrowing capacity amount | $ 545,400,000 | |||
Delayed Draw Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility | 400,000,000 | |||
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 | |||
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 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Average Interest Rate | 3.30% | 1.60% |
Outstanding Balance before debt issuance costs | $ 561,366 | $ 423,555 |
Unamortized debt issuance costs | (5,032) | (1,950) |
Long-term Debt | 556,334 | 421,605 |
Current portion of long-term debt | 23,250 | 10,000 |
Long-term debt | 533,084 | 411,605 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Outstanding Balance before debt issuance costs | 288,750 | 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 | $ 52,616 | $ 241,055 |
Long Term Debt - Schedule of Fu
Long Term Debt - Schedule of Future Scheduled Repayments of Term Loan Principal (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
December 31, 2023 | $ 23,250 | |
December 31, 2024 | 26,000 | |
December 31, 2025 | 35,750 | |
December 31, 2026 | 39,000 | |
December 31, 2027 | 437,366 | |
Total | 561,366 | $ 423,555 |
Term Loan | ||
Debt Instrument [Line Items] | ||
December 31, 2023 | 15,000 | |
December 31, 2024 | 15,000 | |
December 31, 2025 | 20,625 | |
December 31, 2026 | 22,500 | |
December 31, 2027 | 215,625 | |
Total | 288,750 | 182,500 |
Delayed Draw Term Loan | ||
Debt Instrument [Line Items] | ||
December 31, 2023 | 8,250 | |
December 31, 2024 | 11,000 | |
December 31, 2025 | 15,125 | |
December 31, 2026 | 16,500 | |
December 31, 2027 | 169,125 | |
Total | 220,000 | |
Revolving Credit | ||
Debt Instrument [Line Items] | ||
December 31, 2027 | 52,616 | |
Total | $ 52,616 | $ 241,055 |
Long-Term Debt - Schedule of Ne
Long-Term Debt - Schedule of Net Debt Issuance Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Amortizable debt issuance costs | $ 12,813 | $ 8,751 |
Accumulated amortization | (7,781) | (6,801) |
Net debt issuance costs | $ 5,032 | $ 1,950 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | |||
Revenue from clients | $ 1,779,964 | $ 1,553,048 | $ 1,506,875 |
Time-and-Materials | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from clients | 713,581 | 633,152 | 732,365 |
Fixed-Price | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from clients | 802,804 | 645,761 | 536,903 |
Cost-Based | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from clients | 263,579 | 274,135 | 237,607 |
U.S. Federal Government | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from clients | 980,406 | 735,104 | 666,968 |
U.S. State and Local Government | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from clients | 260,562 | 235,353 | 219,507 |
International Government | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from clients | 102,808 | 139,237 | 93,581 |
Total Government | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from clients | 1,343,776 | 1,109,694 | 980,056 |
Commercial | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from clients | 436,188 | 443,354 | 526,819 |
Energy, Environmental and Infrastructure | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from clients | 664,996 | 653,080 | 609,358 |
Health, Education and Social Programs | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from clients | 906,081 | 677,736 | 677,454 |
Safety and Security | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from clients | 129,357 | 115,659 | 120,599 |
Consumer and Financial | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from clients | $ 79,530 | $ 106,573 | $ 99,464 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Net contract assets | $ (45,113) | |
Revenue related to contract liabilities | $ 27,400 | $ 22,700 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Changes in Contract Balances Due to Adoption of New Accounting Standards (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 169,088 | $ 137,867 |
Contract liabilities | (25,773) | (39,665) |
Net contract assets (liabilities) | 143,315 | $ 98,202 |
Change in contract assets | 31,221 | |
Change in contract liabilities | 13,892 | |
Change in net contract assets (liabilities) | $ 45,113 |
Revenue Recognition - Additio_2
Revenue Recognition - Additional Information (Detail1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01 $ in Billions | Dec. 31, 2022 USD ($) |
Revenue From Contract With Customer [Line Items] | |
Unfulfilled performance obligation | $ 1.5 |
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 a 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 a 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 a 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 Swaps | Sep. 15, 2022 | Aug. 25, 2022 |
London Interbank Offered Rate (LIBOR) | August 31, 2017 [Member] | ||
Derivative [Line Items] | ||
Paid Fixed Interest Rate% | 1.8475% | |
London Interbank Offered Rate (LIBOR) | August 8, 2018 | ||
Derivative [Line Items] | ||
Paid Fixed Interest Rate% | 2.854% | |
London Interbank Offered Rate (LIBOR) | February 20, 2020 | ||
Derivative [Line Items] | ||
Paid Fixed Interest Rate% | 1.294% | |
SOFR | August 31, 2017 [Member] | ||
Derivative [Line Items] | ||
Paid Fixed Interest Rate% | 1.795% | |
SOFR | August 8, 2018 | ||
Derivative [Line Items] | ||
Paid Fixed Interest Rate% | 2.736% | |
SOFR | February 20, 2020 | ||
Derivative [Line Items] | ||
Paid Fixed Interest Rate% | 1.191% |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Summary of Effect of Swaps on Company's Financial Statements (Details) - Interest Rate Swaps - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative [Line Items] | ||
Total Gain or (Loss) Recorded to AOCI | $ (11,445) | $ 3,285 |
Amount of (Gain) or Loss Reclassified from AOCI into Income | $ 248 | $ 3,008 |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Estimate of time to transfer of realized losses from AOCI into earnings | 12 months |
Net amount of realized losses from AOCI into earnings | $ 5.1 |
Income Taxes - Income Before In
Income Taxes - Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 80,372 | $ 97,884 | $ 68,817 |
Foreign | 3,608 | 2,206 | 5,856 |
Income before income taxes | $ 83,980 | $ 100,090 | $ 74,673 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense Components (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Federal | $ 8,413 | $ 15,961 | $ 14,645 |
State | 2,686 | 3,494 | 5,198 |
Foreign | 1,661 | 687 | 1,736 |
Total current | 12,760 | 20,142 | 21,579 |
Deferred: | |||
Federal | 4,264 | 4,724 | (1,721) |
State | 3,607 | 4,395 | 314 |
Foreign | (894) | (303) | (458) |
Total deferred | 6,977 | 8,816 | (1,865) |
Income tax expense | $ 19,737 | $ 28,958 | $ 19,714 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Tax Assets | ||||
Allowance for expected credit losses | $ 1,404 | $ 1,825 | ||
Accrued paid time off | 2,801 | 2,504 | ||
Foreign net operating loss (NOL) carry forward | 229 | 91 | ||
State net operating loss (NOL) carry forward | 502 | 522 | ||
Stock option compensation | 1,586 | 1,680 | ||
Deferred rent | 4,224 | 2,566 | ||
Deferred compensation | 4,692 | 5,358 | ||
Foreign tax credits | 7,236 | 6,677 | ||
Foreign exchange | 4,532 | 4,014 | ||
Foreign deferred | 875 | 727 | ||
Accrued bonus | 5,696 | 5,303 | ||
Impairment | 2,650 | |||
Accrued liabilities and other | 6,513 | 6,660 | ||
Deferred Tax Assets, gross, before valuation allowance | 43,324 | 39,008 | ||
Less: Valuation Allowance | (7,607) | (7,048) | $ (6,839) | $ (5,374) |
Total Deferred Tax Assets | 35,717 | 31,960 | ||
Deferred Tax Liabilities | ||||
Retention | (407) | (637) | ||
Prepaid expenses | (366) | (726) | ||
Payroll taxes | (697) | (544) | ||
Unbilled revenue | (409) | (607) | ||
Depreciation | (270) | (1,920) | ||
Amortization | (99,045) | (68,194) | ||
Deferred gain and other | (2,561) | (1,245) | ||
Total Deferred Tax Liabilities | (103,755) | (73,873) | ||
Total Net Deferred Tax Liability | (68,038) | (41,913) | ||
State and Local Jurisdiction | ||||
Deferred Tax Assets | ||||
Tax credits | $ 384 | $ 1,081 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Line Items] | ||||
Deferred tax assets and liabilities income tax rate expected to reverse in future | 26.80% | |||
Increase in valuation allowance | $ 600 | |||
Increase in cumulative foreign tax credit carryforward | 600 | |||
Income taxes provided for additional outside basis difference inherent in entities as result of reinvestment | $ 8,900 | |||
Operating loss carryforwards expiration term | 20 years | |||
Operating loss carryforwards valuation allowance | $ 400 | |||
Deferred tax assets, valuation allowance | 7,607 | $ 7,048 | $ 6,839 | $ 5,374 |
Valuation allowance, deferred tax asset, increase (decrease), amount | 559 | 209 | 1,465 | |
Unrecognized tax benefits | 145 | 450 | $ 811 | |
Unrecognized tax benefits that would impact effective tax rate | $ 100 | 500 | ||
Earliest Tax Year | Internal Revenue Service (IRS) | ||||
Income Taxes [Line Items] | ||||
Open tax year | 2019 | |||
Earliest Tax Year | State and Foreign Jurisdictions | ||||
Income Taxes [Line Items] | ||||
Open tax year | 2019 | |||
Latest Tax Year | Internal Revenue Service (IRS) | ||||
Income Taxes [Line Items] | ||||
Open tax year | 2021 | |||
Latest Tax Year | State and Foreign Jurisdictions | ||||
Income Taxes [Line Items] | ||||
Open tax year | 2021 | |||
Foreign Tax Authority | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards | $ 700 | |||
Deferred tax assets, valuation allowance | 400 | |||
Valuation allowance, deferred tax asset, increase (decrease), amount | 7,200 | |||
Domestic Tax Authority | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards | $ 6,800 | |||
Net operating loss carryforwards, expiration year | 2034 | |||
State and Local Jurisdiction | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforward, amount | $ 400 | |||
Deferred tax assets, tax credit carryforwards | $ 384 | $ 1,081 | ||
State and Local Jurisdiction | Earliest Tax Year | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforwards, expiration year | 2024 | |||
State and Local Jurisdiction | Latest Tax Year | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforwards, expiration year | 2034 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefit Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits, beginning balance | $ 450 | $ 811 | |
Increase attributable to tax positions taken during a prior period | $ 811 | ||
Decrease attributable to tax positions taken during the current period | (305) | (361) | |
Unrecognized tax benefits, ending balance | $ 145 | $ 450 | $ 811 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Taxes at statutory rate | 21% | 21% | 21% |
State taxes, net of federal benefit | 5.80% | 5.60% | 5.60% |
Foreign tax rate differential | 0.10% | 0.10% | 0.30% |
Executive compensation | 2.20% | 2.10% | 2.40% |
Other permanent differences | 2% | (0.40%) | 0.10% |
Prior year tax adjustments | (1.10%) | 1.50% | (1.10%) |
Deferred Impact of State Rate Change | 0.60% | ||
Worthless Stock Deduction | (4.60%) | ||
Unrecognized tax benefits | (0.40%) | (0.50%) | 1% |
Valuation allowance | 0.70% | 1.30% | 1.60% |
Equity-based compensation | (1.30%) | (1.00%) | (3.80%) |
Tax credits | (1.50%) | (0.80%) | (0.70%) |
Taxes at effective rate | 23.50% | 28.90% | 26.40% |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive (Loss) Income - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance | $ 803,470 | $ 746,961 | $ 714,551 | ||
Current period other comprehensive income (loss): | |||||
Total current period other comprehensive income (loss) | 2,902 | 3,071 | (1,962) | ||
Balance | 853,211 | 803,470 | 746,961 | ||
Foreign Currency Translation Adjustments | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance | (8,759) | (7,210) | (10,995) | ||
Current period other comprehensive income (loss): | |||||
Other comprehensive income (loss) before reclassifications | (9,259) | (1,676) | 4,141 | ||
Effect of taxes | [1] | 3,962 | 127 | (356) | |
Total current period other comprehensive income (loss) | (5,297) | (1,549) | 3,785 | ||
Balance | (14,056) | (8,759) | (7,210) | ||
Gain on Sale of Interest Rate Hedge Agreement | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance | [2] | 569 | 1,096 | 1,634 | |
Current period other comprehensive income (loss): | |||||
Amounts reclassified from accumulated other comprehensive (loss) income | [2] | (720) | [3] | (720) | (720) |
Effect of taxes | [1],[2] | 192 | 193 | 182 | |
Total current period other comprehensive income (loss) | [2] | (528) | (527) | (538) | |
Balance | [2] | 41 | 569 | 1,096 | |
Changes in Fair Value of Interest Rate Hedge Agreements | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance | [4],[5] | (2,845) | (7,992) | (2,783) | |
Current period other comprehensive income (loss): | |||||
Other comprehensive income (loss) before reclassifications | [4],[5] | 11,445 | 3,285 | (9,867) | |
Amounts reclassified from accumulated other comprehensive (loss) income | [4],[5] | 472 | [3] | 3,728 | 2,751 |
Effect of taxes | [1],[4],[5] | (3,190) | (1,866) | 1,907 | |
Total current period other comprehensive income (loss) | [4],[5] | 8,727 | 5,147 | (5,209) | |
Balance | [4],[5] | 5,882 | (2,845) | (7,992) | |
Accumulated Other Comprehensive Loss | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance | (11,035) | (14,106) | (12,144) | ||
Current period other comprehensive income (loss): | |||||
Other comprehensive income (loss) before reclassifications | 2,186 | 1,609 | (5,726) | ||
Amounts reclassified from accumulated other comprehensive (loss) income | (248) | [3] | 3,008 | 2,031 | |
Effect of taxes | [1] | 964 | (1,546) | 1,733 | |
Total current period other comprehensive income (loss) | 2,902 | 3,071 | (1,962) | ||
Balance | $ (8,133) | $ (11,035) | $ (14,106) | ||
[1] The Company’s effective tax rate for the years ended December 31, 2022, 2021, and 2020 was 23.5 % , 28.9 % , and 26.4 % , respectively. Represents the fair 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 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 January 31, 2018 to January 31, 2023. The Company expects to reclassify $ 0.1 million related to the Gain on Sale of Interest Rate Hedge Agreement, and $ 5.1 million in unrealized 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 a 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 additional details of the hedge agreements in Note 12 - Derivative Instruments and Hedging Activities. The fair value of the interest rate hedge agreements is included in other current and other long-term liabilities on the consolidated balance sheets. |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive (Loss) Income - Components of Accumulated Other Comprehensive Loss (Parenthetical) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Effective tax rate | 23.50% | 28.90% | 26.40% |
Expects to reclassify net gains from accumulated other comprehensive loss into earnings | $ 0.1 | ||
Expects to reclassify net losses related to change in fair value of interest rate hedge agreement from accumulated other comprehensive loss into earnings | $ 5.1 |
Accounting for Stock-based Co_3
Accounting for Stock-based Compensation - Additional Information (Details) $ / shares in Units, $ in Millions | 12 Months Ended | 24 Months Ended | |||||
Apr. 04, 2018 shares | Dec. 31, 2022 USD ($) PerformancePeriod $ / shares shares | Dec. 31, 2021 USD ($) PerformancePeriod shares | Dec. 31, 2020 USD ($) PerformancePeriod shares | Dec. 31, 2019 shares | Dec. 31, 2015 PerformancePeriod | Dec. 31, 2021 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, options, vested and expected to vest, exercisable, weighted average remaining contractual term | 9 months 18 days | ||||||
Share-based compensation arrangement by share-based payment award, options, exercisable, weighted average remaining contractual term | 9 months 18 days | ||||||
Employee Stock Option | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, number of shares grants | 0 | 0 | 0 | ||||
Share price | $ / shares | $ 99.05 | ||||||
Share-based compensation arrangement by share-based payment award, options, exercises in period, intrinsic value | $ | $ 1.9 | $ 0.8 | $ 5.1 | ||||
Restricted Stock Units (RSUs) | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | ||||||
Share price | $ / shares | $ 99.05 | ||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period, fair value | $ | $ 10.8 | $ 7.9 | $ 14.1 | ||||
Number of shares, granted | 148,361 | 132,757 | 170,411 | ||||
Number of shares, vested | 140,666 | 119,203 | 258,307 | ||||
Cash Settled RSUs | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | ||||||
Share price | $ / shares | $ 99.05 | ||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period, fair value | $ | $ 6.6 | $ 8.7 | $ 9.3 | ||||
Number of shares, granted | 115,024 | 52,246 | 134,259 | ||||
Number of shares, vested | 75,566 | 104,272 | 154,653 | ||||
Performance Shares | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share price | $ / shares | $ 99.05 | ||||||
Number of performance period in performance based share program | PerformancePeriod | 1 | 2 | 3 | 2 | |||
Percentage of multiplication award by product | 2% | ||||||
Number of shares, granted | 38,412 | 54,216 | 87,314 | 47,634 | 66,805 | ||
Number of shares, vested | 47,634 | 63,258 | 88,038 | ||||
Number of shares, expected to vest | 66,805 | ||||||
Minimum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected forfeiture rate | 0% | ||||||
Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected forfeiture rate | 19.61% | ||||||
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 | 10,885 | |||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 775,252 | ||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average remaining contractual term | 10 years | ||||||
Omnibus Plan | Non-Employee Director Awards | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share price | $ / shares | $ 99.05 | ||||||
Number of shares, granted | 11,399 | 11,186 | 12,541 | ||||
Number of shares, vested | 11,637 | 12,110 | 10,891 |
Accounting for Stock-based Co_4
Accounting for Stock-based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-Based Compensation Recognized | $ 18,880 | $ 21,482 | $ 24,570 |
Stock-Based Compensation Unrecognized | 27,609 | ||
Restricted Stock Units (RSUs) | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-Based Compensation Recognized | 9,300 | 8,563 | 11,895 |
Stock-Based Compensation Unrecognized | $ 14,610 | ||
Stock-Based Compensation Unrecognized Weighted- Average Period to Recognize (Years) | 1 year 10 months 24 days | ||
Cash Settled RSUs | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-Based Compensation Recognized | $ 5,709 | 8,251 | 7,015 |
Stock-Based Compensation Unrecognized | $ 9,532 | ||
Stock-Based Compensation Unrecognized Weighted- Average Period to Recognize (Years) | 1 year 8 months 12 days | ||
Non-Employee Director Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-Based Compensation Recognized | $ 1,087 | 937 | 755 |
Stock-Based Compensation Unrecognized | $ 460 | ||
Stock-Based Compensation Unrecognized Weighted- Average Period to Recognize (Years) | 4 months 24 days | ||
Performance Shares | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-Based Compensation Recognized | $ 2,784 | $ 3,731 | $ 4,905 |
Stock-Based Compensation Unrecognized | $ 3,007 | ||
Stock-Based Compensation Unrecognized Weighted- Average Period to Recognize (Years) | 1 year 6 months |
Accounting for Stock-based Co_5
Accounting for Stock-based Compensation - Outstanding Stock Option Activity (Details) - Employee Stock Option - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Outstanding Beginning Balance | 29,692 | 38,227 | 108,128 |
Number of Shares, Exercised | (18,807) | (8,535) | (69,901) |
Number of Shares, Granted | 0 | 0 | 0 |
Number of Shares, Outstanding Ending Balance | 10,885 | 29,692 | 38,227 |
Number of Shares, Vested plus expected to vest at December 31, 2022 | 10,885 | ||
Number of Shares, Exercisable at December 31, 2022 | 10,885 | ||
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 33.30 | $ 31.93 | $ 35.82 |
Weighted Average Exercise Price, Exercised | 32.04 | 27.17 | 37.94 |
Weighted Average Exercise Price, Outstanding Ending Balance | 35.49 | $ 33.30 | $ 31.93 |
Weighted Average Exercise Price, Vested plus expected to vest at December 31, 2022 | 35.49 | ||
Weighted Average Exercise Price, Exercisable at December 31, 2022 | $ 35.49 | ||
Aggregate Intrinsic Value, Outstanding at December 31, 2022 | $ 691,841 | ||
Aggregate Intrinsic Value, Vested plus expected to vest at December 31, 2022 | 691,841 | ||
Aggregate Intrinsic Value, Exercisable at December 31, 2022 | $ 691,841 |
Accounting for Stock-based Co_6
Accounting for Stock-based Compensation - Stock Options Outstanding by Exercise Price Range (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Price Range 1 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower range | $ 27.03 |
Range of Exercise Prices, Upper range | $ 27.03 |
Number Outstanding | shares | 4,138 |
Weighted Average Remaining Contractual Term | 2 months 12 days |
Weighted Average Exercise Price | $ 27.03 |
Number Exercisable | shares | 4,138 |
Weighted Average Exercise Price | $ 27.03 |
Price Range 2 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower range | 40.68 |
Range of Exercise Prices, Upper range | $ 40.68 |
Number Outstanding | shares | 6,747 |
Weighted Average Remaining Contractual Term | 1 year 2 months 12 days |
Weighted Average Exercise Price | $ 40.68 |
Number Exercisable | shares | 6,747 |
Weighted Average Exercise Price | $ 40.68 |
Price Range 3 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower range | 27.03 |
Range of Exercise Prices, Upper range | $ 40.68 |
Number Outstanding | shares | 10,885 |
Weighted Average Remaining Contractual Term | 9 months 18 days |
Weighted Average Exercise Price | $ 35.49 |
Number Exercisable | shares | 10,885 |
Weighted Average Exercise Price | $ 35.49 |
Accounting for Stock-based Co_7
Accounting for Stock-based Compensation - Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | 24 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Shares, Non-vested Beginning Balance | 303,836 | 305,399 | 449,975 | 449,975 |
Number of Shares, Granted | 148,361 | 132,757 | 170,411 | |
Number of Shares, Vested | (140,666) | (119,203) | (258,307) | |
Number of Shares, Cancelled | (26,705) | (15,117) | (56,680) | |
Number of Shares, Non-vested Ending Balance | 284,826 | 303,836 | 305,399 | 303,836 |
Number of Shares, expected to vest in the future | 250,604 | |||
Weighted-Average Grant Date Fair Value, Non-vested Beginning Balance | $ 79.17 | $ 66.51 | $ 62.48 | $ 62.48 |
Weighted-Average Grant Date Fair Value, Granted | 93.70 | 95.68 | 58.27 | |
Weighted-Average Grant Date Fair Value, Vested | 76.53 | 66.46 | 54.73 | |
Weighted-Average Grant Date Fair Value, Cancelled | 77.16 | 68.53 | 63.46 | |
Weighted-Average Grant Date Fair Value, Non-vested Ending Balance | 88.23 | $ 79.17 | $ 66.51 | $ 79.17 |
Weighted-Average Grant Date Fair Value, expected to vest in the future | $ 87.50 | |||
Aggregate Intrinsic Value, Non-vested | $ 28,212,015 | |||
Aggregate Intrinsic Value, expected to vest in the future | $ 24,822,356 |
Accounting for Stock-based Co_8
Accounting for Stock-based Compensation - Cash-settled Restricted Stock Unit Activity (Details) - Cash Settled RSUs - USD ($) | 12 Months Ended | 24 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Shares, Non-vested Beginning Balance | 166,260 | 241,481 | 296,233 | 296,233 |
Number of Shares, Granted | 115,024 | 52,246 | 134,259 | |
Number of Shares, Vested | (75,566) | (104,272) | (154,653) | |
Number of Shares, Cancelled | (17,299) | (23,195) | (34,358) | |
Number of Shares, Non-vested Ending Balance | 188,419 | 166,260 | 241,481 | 166,260 |
Number of Shares, expected to vest in the future | 161,193 | |||
Weighted-Average Grant Date Fair Value, Non-vested Beginning Balance | $ 72.79 | $ 65.06 | $ 58.83 | $ 58.83 |
Weighted-Average Grant Date Fair Value, Granted | 97.88 | 89.51 | 60.30 | |
Weighted-Average Grant Date Fair Value, Vested | 73.20 | 63.96 | 49.44 | |
Weighted-Average Grant Date Fair Value, Cancelled | 80.02 | 69.68 | 63.03 | |
Weighted-Average Grant Date Fair Value, Non-vested Ending Balance | 87.28 | $ 72.79 | $ 65.06 | $ 72.79 |
Weighted-Average Grant Date Fair Value, expected to vest in the future | $ 85.88 | |||
Aggregate Intrinsic Value, Non-vested | $ 18,662,902,000 | |||
Aggregate Intrinsic Value, expected to vest in the future | $ 15,966,125,000 |
Accounting for Stock-based Co_9
Accounting for Stock-based Compensation - Summary of Non-employee Director Awards Activity (Details) - Non-Employee Director Awards - Omnibus Plan - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | 24 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Shares, Non-vested Beginning Balance | 5,586 | 6,510 | 4,860 | 4,860 |
Number of Shares, Granted | 11,399 | 11,186 | 12,541 | |
Number of Shares, Vested | (11,637) | (12,110) | (10,891) | |
Number of Shares, Non-vested Ending Balance | 5,348 | 5,586 | 6,510 | 5,586 |
Number of Shares, expected to vest in the future | 5,348 | |||
Weighted-Average Grant Date Fair Value, Non-vested Beginning Balance | $ 90.73 | $ 64.47 | $ 73.94 | $ 73.94 |
Weighted-Average Grant Date Fair Value, Granted | 95.35 | 90.73 | 64.58 | |
Weighted-Average Grant Date Fair Value, Vested | 93.39 | 76.61 | 68.82 | |
Weighted-Average Grant Date Fair Value, Non-vested Ending Balance | 94.79 | $ 90.73 | $ 64.47 | $ 90.73 |
Weighted-Average Grant Date Fair Value, expected to vest in the future | $ 94.79 | |||
Aggregate Intrinsic Value, Non-vested | $ 529,719 | |||
Aggregate Intrinsic Value, expected to vest in the future | $ 529,719 |
Accounting for Stock-based C_10
Accounting for Stock-based Compensation - Summary of Performance Shares Activity (Details) - Performance Shares - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | 24 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | |
Number of Shares | |||||
Number of Shares, Non-vested Beginning Balance | 133,079 | 142,121 | 148,414 | 148,414 | |
Number of Shares, Granted | 38,412 | 54,216 | 87,314 | 47,634 | 66,805 |
Number of Shares, Vested | (47,634) | (63,258) | (88,038) | ||
Number of Shares, Cancelled | (3,170) | (5,569) | |||
Number of Shares, Non-vested Ending Balance | 120,687 | 133,079 | 142,121 | 148,414 | 133,079 |
Number of Shares, expected to vest in the future | 66,805 | ||||
Weighted-Average Grant Date Fair Value | |||||
Weighted-Average Grant Date Fair Value, Non-vested Beginning Balance | $ 76.54 | $ 68.19 | $ 60.67 | $ 60.67 | |
Weighted-Average Grant Date Fair Value, Granted | 93.15 | 85.03 | 51.44 | ||
Weighted-Average Grant Date Fair Value, Vested | 82.38 | 65.05 | 38.81 | ||
Weighted-Average Grant Date Fair Value, Cancelled | 80.64 | 69.66 | |||
Weighted-Average Grant Date Fair Value, Non-vested Ending Balance | 79.42 | $ 76.54 | $ 68.19 | $ 60.67 | $ 76.54 |
Weighted-Average Grant Date Fair Value, expected to vest in the future | $ 94.83 | ||||
Aggregate Intrinsic Value | |||||
Aggregate Intrinsic Value, Non-vested | $ 11,954,047 | ||||
Aggregate Intrinsic Value, expected to vest in the future | $ 6,617,006 |
Accounting for Stock-based C_11
Accounting for Stock-based Compensation - Schedule of Fair Value Assumptions using Monte Carlo Simulation Model for Awards Granted (Details) - Performance Shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Dividend Yield | 0.60% | 0.60% | 1% |
Historical Volatility | 39% | 40.90% | 35.70% |
Risk-Free Rate of Returns | 2.10% | 0.30% | 0.40% |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Jul. 13, 2022 | Nov. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 01, 2022 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 1,046,760 | $ 1,212,898 | $ 1,046,760 | $ 909,913 | $ 1,046,760 | |||
Revenue | 1,779,964 | 1,553,048 | $ 1,506,875 | |||||
Business Acquisition and Integration Related Costs | 4,300 | |||||||
Blanton & Associates | ||||||||
Business Acquisition [Line Items] | ||||||||
Working capital acquired | $ 4,600 | |||||||
Purchase price allocated to property and equipment | 200 | |||||||
Deferred income tax liabilities | 3,000 | |||||||
Goodwill | 9,700 | |||||||
Goodwill resulting from business combination | 9,712 | |||||||
Purchase price allocated to intangibles | 11,400 | |||||||
Goodwill, Purchase Accounting Adjustments | 9,712 | |||||||
Blanton & Associates | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price allocated to intangibles | 10,900 | |||||||
Blanton & Associates | Trade Names and Trademarks | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price allocated to intangibles | 100 | |||||||
Blanton & Associates | Contract Backlog | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price allocated to intangibles | $ 500 | |||||||
SemanticBits LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price acquisition | $ 215,998 | |||||||
Deferred income tax liabilities | 16,701 | |||||||
Goodwill | 159,700 | |||||||
Goodwill resulting from business combination | 159,677 | |||||||
Initial cash purchase price | 220,000 | |||||||
Revenue | 64,300 | |||||||
Gross Profit | 26,700 | |||||||
Goodwill, Purchase Accounting Adjustments | 159,677 | |||||||
SemanticBits LLC | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price allocated to intangibles | $ 63,000 | |||||||
Weighted average amortization period for intangibles | 4 years | |||||||
SemanticBits LLC | 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 | |||||||
Goodwill resulting from business combination | 128,100 | |||||||
Initial cash purchase price | 159,500 | |||||||
Working capital adjustments | 2,900 | |||||||
Goodwill, Purchase Accounting Adjustments | 128,100 | |||||||
Creative Systems | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price allocated to intangibles | $ 24,500 | 24,500 | ||||||
Amortization Period of intangible assets | 4 years | |||||||
Creative Systems | Intangible Assets | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price allocated to intangibles | $ 28,900 | 28,900 | ||||||
Creative Systems | Developed Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price allocated to intangibles | $ 3,700 | 3,700 | ||||||
Amortization Period of intangible assets | 10 years | |||||||
Creative Systems | Trade Names and Trademarks | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price allocated to intangibles | $ 600 | 600 | ||||||
Creative Systems | Non-compete Agreements | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price allocated to intangibles | $ 100 | 100 | ||||||
Creative Systems | Non-compete Agreements | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Amortization Period of intangible assets | 1 year | |||||||
ESAC | ||||||||
Business Acquisition [Line Items] | ||||||||
Working capital acquired | $ 2,600 | |||||||
Goodwill | 11,300 | |||||||
Goodwill resulting from business combination | 87 | 11,226 | ||||||
Initial cash purchase price | 17,300 | |||||||
Goodwill, Purchase Accounting Adjustments | $ 87 | $ 11,226 | ||||||
ESAC | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price allocated to intangibles | $ 3,100 | |||||||
Amortization Period of intangible assets | 3 years | |||||||
ESAC | Technology and other intangibles | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price allocated to intangibles | $ 300 | |||||||
Amortization Period of intangible assets | 1 year | |||||||
ESAC | Intangible Assets | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price allocated to intangibles | $ 3,400 |
Business Combinations - Summary
Business Combinations - Summary of Preliminary Purchase Price Allocation (Details) - SemanticBits LLC $ in Thousands | Jul. 13, 2022 USD ($) |
Business Acquisition [Line Items] | |
Contract receivables, net | $ (12,699) |
Contract assets | 6,071 |
Other current and non-current assets | 407 |
Accrued salaries and benefits | (3,998) |
Accrued expenses and other liabilities | (6,244) |
Deferred tax liability | (16,701) |
Net assets acquired | 56,321 |
Goodwill | 159,677 |
Purchase price acquisition | 215,998 |
Customer-Related Intangible Assets | |
Business Acquisition [Line Items] | |
Customer-related intangibles | 62,967 |
Trade Names and Trademarks | |
Business Acquisition [Line Items] | |
Customer-related intangibles | $ 1,120 |
Business Combinations - Schedul
Business Combinations - Schedule of Unaudited Condensed Pro Forma Financial Information (Details) - Semantic Bits L L C [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Revenue | $ 1,856,399 | $ 1,667,425 |
Net income | $ 75,999 | $ 63,752 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Performance Shares | Initial Performance Vesting Period | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Net Income | $ 64,243 | $ 71,132 | $ 54,959 |
Weighted-average number of basic shares outstanding during the period | 18,818 | 18,868 | 18,841 |
Dilutive effect of stock options, RSUs, and performance shares | 215 | 256 | 294 |
Weighted-average number of diluted shares outstanding during the period | 19,033 | 19,124 | 19,135 |
Basic earnings per share | $ 3.41 | $ 3.77 | $ 2.92 |
Diluted earnings per share | $ 3.38 | $ 3.72 | $ 2.87 |
Share Repurchase Program - Addi
Share Repurchase Program - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2022 USD ($) $ / shares shares | Nov. 15, 2022 USD ($) | Nov. 30, 2021 USD ($) | Sep. 30, 2017 USD ($) | |
Equity Class Of Treasury Stock [Line Items] | ||||
Stock repurchase program, authorized amount | $ 180,000 | $ 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 | |||
Stock Repurchased During Period, Shares | shares | 176,375 | |||
Average price per share | $ / shares | $ 96.18 | |||
Stock Repurchased During Period, Value | $ 17,000,000 | |||
Stock repurchase program, remaining authorized repurchase amount | $ 111,900,000 | $ 25,000,000 |
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 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Assets, Total | $ 25,870 | $ 20,426 |
Liabilities: | ||
Liabilities, Total | 24,043 | |
Forward Contract Agreements | Prepaid Expenses and Other assets | ||
Assets: | ||
Assets, Total | 267 | |
Deferred Compensation Investments in Cash Surrender Life Insurance | Other Assets | ||
Assets: | ||
Assets, Total | 17,869 | 20,159 |
Deferred Compensation Plan Liabilities | Other Long-Term Liabilities | ||
Liabilities: | ||
Liabilities, Total | 17,485 | 20,129 |
Interest Rate Swap | Prepaid Expenses and Other assets | ||
Assets: | ||
Assets, Total | 5,051 | |
Interest Rate Swap | Other Assets | ||
Assets: | ||
Assets, Total | 2,950 | |
Interest Rate Swap | Other Long-Term Liabilities | ||
Liabilities: | ||
Liabilities, Total | 888 | |
Interest Rate Swap | Accrued Expenses and Other Current Liabilities | ||
Liabilities: | ||
Liabilities, Total | 3,026 | |
Level 2 | ||
Assets: | ||
Assets, Total | 25,870 | 20,426 |
Liabilities: | ||
Liabilities, Total | 24,043 | |
Level 2 | Forward Contract Agreements | Prepaid Expenses and Other assets | ||
Assets: | ||
Assets, Total | 267 | |
Level 2 | Deferred Compensation Investments in Cash Surrender Life Insurance | Other Assets | ||
Assets: | ||
Assets, Total | 17,869 | 20,159 |
Level 2 | Deferred Compensation Plan Liabilities | Other Long-Term Liabilities | ||
Liabilities: | ||
Liabilities, Total | 17,485 | 20,129 |
Level 2 | Interest Rate Swap | Prepaid Expenses and Other assets | ||
Assets: | ||
Assets, Total | 5,051 | |
Level 2 | Interest Rate Swap | Other Assets | ||
Assets: | ||
Assets, Total | $ 2,950 | |
Level 2 | Interest Rate Swap | Other Long-Term Liabilities | ||
Liabilities: | ||
Liabilities, Total | 888 | |
Level 2 | Interest Rate Swap | Accrued Expenses and Other Current Liabilities | ||
Liabilities: | ||
Liabilities, Total | $ 3,026 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Jun. 10, 2016 | Dec. 31, 2022 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | |||
Letters of credit | $ 2 | ||
Community development related to claim | 220.2 | ||
OCD vs ICF Emergency | |||
Loss Contingencies [Line Items] | |||
Loss contingency damages sought value | $ 200.8 | ||
Road Home Contract | |||
Loss Contingencies [Line Items] | |||
Contract award, value | $ 912 | ||
Standby Letters of Credit | |||
Loss Contingencies [Line Items] | |||
Letters of credit | 2 | $ 3.3 | |
Letters of credit guarantees | $ 9.2 | $ 9.8 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | |||
Maximum defer of compensation subject to statutory limitations, percentage | 70% | ||
Percentage of employer matching contributions condition, one | 100% | ||
Percentage of employee entitled to employer matching contribution condition, one | 3% | ||
Percentage of employer matching contributions condition, two | 50% | ||
Percentage of employee entitled to employer matching contribution condition, two | 2% | ||
Defined contribution plan, employer discretionary contribution amount | $ 22,900,000 | $ 19,000,000 | $ 18,100,000 |
Deferred compensation arrangement with individual, cash awards granted, percentage | 80% | ||
Deferred compensation on performance bonuses that eligible employee, percentage | 100% | ||
Defined contribution plan, employers matching contribution, annual vesting percentage | 100% | ||
Employee stock purchase plan shares authorized | 1,000,000 | ||
Employee stock purchase plan annual maximum payroll deduction | $ 25,000 | ||
Share-based compensation arrangement by share-based payment award, discount from market price, purchase date | 5% | ||
Stock issued during period, shares, employee stock purchase plans | 34,844 | 27,310 | |
Stock issued during period, value, employee stock purchase plans, per share | $ 91.84 | $ 90.19 | |
Employee stock purchase plan, number of shares available for grant | 584,972 | 619,816 |
Exit Activities - Additional In
Exit Activities - Additional Information (Details) - Certain Non-Core Commercial Marketing Businesses $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Impairment of right-of-use operating leases and related assets associated with exited facilities | $ 8.2 |
Retention and severance paid | 1.3 |
Indirect and Selling Expenses | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Other facility costs | 4.8 |
Direct Costs | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Retention and severance | $ 2.3 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | 12 Months Ended | |||||
Feb. 28, 2023 | Feb. 10, 2023 | Dec. 31, 2022 | Nov. 15, 2022 | Nov. 30, 2021 | Sep. 30, 2017 | |
Subsequent Event [Line Items] | ||||||
Stock repurchase program, authorized amount | $ 180,000 | $ 200,000,000 | $ 100,000,000 | |||
Stock Repurchased During Period, Shares | 176,375 | |||||
Share repurchase amount | $ 17,000,000 | |||||
Average price per share | $ 96.18 | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Stock Repurchased During Period, Shares | 180,000 | |||||
Share repurchase amount | $ 18,100,000 | |||||
Average price per share | $ 100.70 | |||||
Aggregate notional amount | $ 75,000,000 | |||||
Swap agreement maturity date | Feb. 28, 2028 | |||||
Dividend declaration date | Feb. 28, 2023 | |||||
Cash dividend per share | $ 0.14 | |||||
Dividend payment date | Apr. 13, 2023 | |||||
Dividend record date | Mar. 24, 2023 |
Supplemental Information - Sche
Supplemental Information - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at beginning of period | $ 7,741 | $ 7,616 | $ 3,506 |
Provision for credit losses | 248 | 10,912 | 4,062 |
Write-offs, net of recoveries | (1,782) | (10,723) | (41) |
Effect of foreign currency translation | (95) | (64) | 89 |
Balance at end of period | $ 6,112 | $ 7,741 | $ 7,616 |
Supplemental Information - Sc_2
Supplemental Information - Schedule of Income Tax Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Valuation Allowance [Abstract] | |||
Balance at beginning of period | $ 7,048 | $ 6,839 | $ 5,374 |
Provision for income taxes - valuation allowance | 559 | 209 | 1,465 |
Balance at end of period | $ 7,607 | $ 7,048 | $ 6,839 |