Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 29, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | ICF International, Inc. | |
Entity Central Index Key | 0001362004 | |
Trading Symbol | ICFI | |
Security Exchange Name | NASDAQ | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 18,875,187 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-33045 | |
Entity Tax Identification Number | 22-3661438 | |
Entity Incorporation State Country Code | DE | |
Entity Address, Address Line One | 9300 Lee Highway | |
Entity Address, City or Town | Fairfax | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 22031 | |
City Area Code | 703 | |
Local Phone Number | 934-3000 | |
Title of each class | Common Stock | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | |
Current Assets: | |||
Cash and cash equivalents | $ 7,883 | $ 13,841 | |
Restricted cash | [1] | 34,419 | 68,146 |
Contract receivables, net | 215,323 | 222,850 | |
Contract assets | 154,804 | 143,369 | |
Prepaid expenses and other assets | 31,109 | 25,492 | |
Income tax receivable | 4,999 | 1,977 | |
Total Current Assets | 448,537 | 475,675 | |
Property and Equipment, net | 51,602 | 62,434 | |
Other Assets: | |||
Goodwill | 909,226 | 909,913 | |
Other intangible assets, net | 50,816 | 59,887 | |
Operating lease - right-of-use assets | 103,923 | 127,132 | |
Other assets | 41,509 | 32,249 | |
Total Assets | 1,605,613 | 1,667,290 | |
Current Liabilities: | |||
Current portion of long-term debt | 10,000 | 10,000 | |
Accounts payable | 96,644 | 91,365 | |
Contract liabilities | 38,108 | 42,050 | |
Operating lease liabilities - current | 35,418 | 23,350 | |
Accrued salaries and benefits | 89,790 | 80,512 | |
Accrued subcontractors and other direct costs | 41,782 | 78,842 | |
Accrued expenses and other current liabilities | 70,435 | 100,908 | |
Total Current Liabilities | 382,177 | 427,027 | |
Long-term Liabilities: | |||
Long-term debt | 269,732 | 303,214 | |
Operating lease liabilities - non-current | 87,532 | 115,614 | |
Deferred income taxes | 39,202 | 34,330 | |
Other long-term liabilities | 36,418 | 40,144 | |
Total Liabilities | 815,061 | 920,329 | |
Commitments and Contingencies (Note 18) | |||
Stockholders’ Equity: | |||
Preferred stock, par value $.001; 5,000,000 shares authorized; none issued | |||
Common stock, par value $.001; 70,000,000 shares authorized; 23,497,782 and 23,305,255 shares issued at September 30, 2021 and December 31, 2020, respectively; 18,869,892 and 18,909,983 shares outstanding at September 30, 2021 and December 31, 2020, respectively | 23 | 23 | |
Additional paid-in capital | 380,215 | 369,058 | |
Retained earnings | 639,862 | 588,731 | |
Treasury stock, 4,627,890 and 4,395,272 shares at September 30, 2021 and December 31, 2020, respectively | (216,683) | (196,745) | |
Accumulated other comprehensive loss | (12,865) | (14,106) | |
Total Stockholders’ Equity | 790,552 | 746,961 | |
Total Liabilities and Stockholders’ Equity | $ 1,605,613 | $ 1,667,290 | |
[1] | Under a contract with a customer that commenced in the fourth quarter of fiscal year 2020, the Company received advance payments to be used to pay providers of services to the customer, a separate third-party. The advanced payments are treated as restricted cash as the Company is required under the contract to distribute the advanced funds to the third-party providers of services or return the advanced funds to the customer. Because the Company receives the advance payments from the customer, which must be refunded to the customer or remitted to a third party, the cash receipts are treated as borrowings and recorded in restricted cash and accrued expenses and other current |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
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) | 23,497,782 | 23,305,255 |
Common stock, outstanding (in shares) | 18,869,892 | 18,909,983 |
Treasury stock, shares (in shares) | 4,627,890 | 4,395,272 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 394,060 | $ 360,315 | $ 1,165,063 | $ 1,072,540 |
Direct costs | 254,175 | 223,288 | 732,903 | 677,311 |
Operating costs and expenses: | ||||
Indirect and selling expenses | 99,940 | 100,123 | 316,100 | 302,649 |
Depreciation and amortization | 4,665 | 5,143 | 14,663 | 15,386 |
Amortization of intangible assets | 3,015 | 3,511 | 9,049 | 9,843 |
Total operating costs and expenses | 107,620 | 108,777 | 339,812 | 327,878 |
Operating income | 32,265 | 28,250 | 92,348 | 67,351 |
Interest expense | (2,550) | (3,488) | (7,845) | (10,921) |
Other income (expense) | 81 | (223) | (382) | 316 |
Income before income taxes | 29,796 | 24,539 | 84,121 | 56,746 |
Provision for income taxes | 9,406 | 6,668 | 25,068 | 14,607 |
Net income | $ 20,390 | $ 17,871 | $ 59,053 | $ 42,139 |
Earnings per Share: | ||||
Basic | $ 1.08 | $ 0.95 | $ 3.13 | $ 2.24 |
Diluted | $ 1.07 | $ 0.94 | $ 3.10 | $ 2.20 |
Weighted-average Shares: | ||||
Basic | 18,865 | 18,853 | 18,864 | 18,841 |
Diluted | 19,061 | 19,086 | 19,077 | 19,111 |
Cash dividends declared per common share | $ 0.14 | $ 0.14 | $ 0.42 | $ 0.42 |
Other comprehensive (loss) income, net of tax | $ (1,971) | $ 3,671 | $ 1,241 | $ (7,616) |
Comprehensive income, net of tax | $ 18,419 | $ 21,542 | $ 60,294 | $ 34,523 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows from Operating Activities | ||
Net income | $ 59,053 | $ 42,139 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Provision for credit losses | 11,324 | 1,517 |
Deferred income taxes | 4,062 | 7,838 |
Non-cash equity compensation | 9,756 | 9,472 |
Depreciation and amortization | 23,712 | 25,229 |
Non-cash lease expense | (4,743) | (1,540) |
Facilities consolidation reserve | (225) | (214) |
Amortization of debt issuance costs | 463 | 557 |
Impairment of long-lived assets | 339 | |
Other adjustments, net | 1,818 | (738) |
Changes in operating assets and liabilities, net of the effects of acquisitions: | ||
Net contract assets and liabilities | (16,381) | 2,842 |
Contract receivables | (6,688) | 49,428 |
Prepaid expenses and other assets | (9,224) | 1,084 |
Accounts payable | 5,653 | (65,044) |
Accrued salaries and benefits | 10,377 | 29,418 |
Accrued subcontractors and other direct costs | (36,436) | (7,622) |
Accrued expenses and other current liabilities | 17,002 | (9,107) |
Income tax receivable and payable | (3,490) | (4,380) |
Other liabilities | (1,609) | 14,292 |
Net Cash Provided by Operating Activities | 64,763 | 95,171 |
Cash Flows from Investing Activities | ||
Capital expenditures for property and equipment and capitalized software | (12,279) | (12,910) |
Payments for business acquisitions, net of cash acquired | (253,090) | |
Net Cash Used in Investing Activities | (12,279) | (266,000) |
Cash Flows from Financing Activities | ||
Advances from working capital facilities | 559,830 | 946,201 |
Payments on working capital facilities | (593,775) | (736,645) |
Payments on capital expenditure obligations | (1,712) | |
Receipt of restricted contract funds | 194,504 | |
Payment of restricted contract funds | (227,700) | |
Debt issue costs | (2,093) | |
Proceeds from exercise of options | 2,773 | 37 |
Dividends paid | (7,923) | (7,910) |
Net payments for stock issuances and buybacks | (18,695) | (23,247) |
Payments on business acquisition liabilities | (682) | (1,924) |
Net Cash (Used in) Provided by Financing Activities | (91,668) | 172,707 |
Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash | (501) | (123) |
(Decrease) Increase in Cash, Cash Equivalents, and Restricted Cash | (39,685) | 1,755 |
Cash, Cash Equivalents, and Restricted Cash, Beginning of Period | 81,987 | 6,482 |
Cash, Cash Equivalents, and Restricted Cash, End of Period | 42,302 | 8,237 |
Supplemental Disclosure of Cash Flow Information | ||
Interest | 7,882 | 11,331 |
Income taxes | $ 25,062 | 11,138 |
Non-cash investing and financing transactions: | ||
Tenant improvements funded by lessor | $ 2,207 |
Basis of Presentation and Natur
Basis of Presentation and Nature of Operations | 9 Months Ended |
Sep. 30, 2021 | |
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. and its subsidiaries (collectively, the “Company”), and have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”). All significant intercompany transactions and balances have been eliminated. Nature of Operations The Company provides professional services and technology-based solutions to government and commercial clients, 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 services. The Company offers a full range of services to these clients throughout the entire life cycle of a policy, program, project, or initiative, from research and analysis and 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-profits/associations, law firms, 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 Fairfax, Virginia. The Company maintains additional offices throughout the world, including 55 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, Belgium, China, India, and Canada. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Areas of the consolidated financial statements where estimates may have the most significant effect include contractual and regulatory reserves, valuation and lives of tangible and intangible assets, contingent consideration related to business acquisitions, impairment of goodwill and long-lived assets, accrued liabilities, revenue recognition and costs to complete fixed-price contracts, bonus and other incentive compensation, stock-based compensation, reserves for tax benefits and valuation allowances on deferred tax assets, provisions for income taxes, collectability of receivables, and loss accruals for litigation. Actual results experienced by the Company may differ from management's estimates. Interim Results The unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These rules and regulations permit some of the information and footnote disclosures normally included in financial statements, prepared in accordance with U.S. GAAP, to be condensed or omitted. In management’s opinion, the unaudited consolidated financial statements contain all adjustments that are of a normal recurring nature, necessary for a fair presentation of the results of operations and financial position of the Company for the interim periods presented. The Company reports operating results and financial data in one operating segment and reporting unit. Operating results for the three and nine month periods ended September 30, 2021 and 2020 are not necessarily indicative of the results that may be expected for the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 31, 2020 and the notes thereto included in the Company’s Annual Report on Form 10-K, filed with the SEC on February 26, 2021 (the “Annual Report”). Accrued Expenses and Other Current Liabilities At September 30, 2021 and December 31, 2020, accrued expenses and other current liabilities consisted of the following: September 30, 2021 December 31, 2020 Deposits $ 14,069 $ 9,881 Restricted deposits 34,404 68,138 Accrued IT and software licensing costs 1,445 2,157 Accrued taxes and insurance premiums 3,504 4,327 Accrued facilities rental and lease exit costs 1,351 780 Accrued interest 236 214 Accrued professional services 3,825 2,094 Accrued dividends 2,641 2,641 Contingent liabilities from acquisitions — 683 Interest rate swap liability - current 3,584 3,693 Other accrued expenses and current liabilities 5,376 6,300 Total accrued expenses and other current liabilities $ 70,435 $ 100,908 Reclassifications The Company has reclassified “Non-cash lease expense” which was previously part of “Other adjustments, net” on the consolidated statements of cash flows for the nine months ended September 30, 2020 for consistency of presentation with the same period in 2021. Recent Accounting Pronouncements Recent Accounting Pronouncements Not Yet Adopted Reference Rate Reform In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update 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 the 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. The Company can elect to not apply certain modification accounting requirements to contracts affected by reference rate reform, if certain criteria are met. Also, the Company can elect various optional expedients that would allow for the Company to continue to apply hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met. |
Restricted Cash
Restricted Cash | 9 Months Ended |
Sep. 30, 2021 | |
Cash And Cash Equivalents [Abstract] | |
Restricted Cash | NOTE 2 – RESTRICTED CASH The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets for the periods presented to the total of cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020: Nine Months Ended September 30, 2021 2020 Beginning Ending Beginning Ending Cash and cash equivalents $ 13,841 $ 7,883 $ 6,482 $ 8,237 Restricted cash (1) 68,146 34,419 — — Total of cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows $ 81,987 $ 42,302 $ 6,482 $ 8,237 (1) Under a contract with a customer that commenced in the fourth quarter of fiscal year 2020, the Company received advance payments to be used to pay providers of services to the customer, a separate third-party. The advanced payments are treated as restricted cash as the Company is required under the contract to distribute the advanced funds to the third-party providers of services or return the advanced funds to the customer. Because the Company receives the advance payments from the customer, which must be refunded to the customer or remitted to a third party, the cash receipts are treated as borrowings and recorded in restricted cash and accrued expenses and other current liabilities rather than receipts for the provision of goods or services. Therefore, these cash receipts are presented in the consolidated statement s of cash flows as financing cash inflows, “ R eceipt of restricted contract funds”, with the subsequent payments classified as financing cash outflows, “ P ayment of restricted contract funds.” |
Contract Receivables, Net
Contract Receivables, Net | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Contract Receivables, Net | NOTE 3 – CONTRACT RECEIVABLES, NET Contract receivables, net consisted of the following: September 30, 2021 December 31, 2020 Billed and billable $ 223,791 $ 230,466 Allowance for expected credit losses (8,468 ) (7,616 ) Contract receivables, net $ 215,323 $ 222,850 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | NOTE 4 – GOODWILL The changes in the carrying amount of goodwill during the nine-months period ended September 30, 2021 were as follows: Balance as of December 31, 2020 $ 909,913 Effect of foreign currency translation (687 ) Balance as of September 30, 2021 $ 909,226 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | NOTE 5 – LEASES The Company has operating leases for facilities and equipment which have remaining terms ranging from 1 to 12 years. The leases may include options to extend the lease periods for up to 5 years at rates approximating market rates and/or options to terminate the leases within 1 year. The leases may include a residual value guarantee or a responsibility to return the property to its original state of use. A limited number of leases contain provisions that provide for rental increases based on consumer price indices. The change in rent expense resulting from changes in these indices are included within variable rent. Operating leases consisted of the following at September 30, 2021: September 30, 2021 December 31, 2020 Real estate facilities $ 156,020 $ 157,010 Office equipment 2,117 1,864 Other 690 580 158,827 159,454 Amortization of right-of-use assets (54,904 ) (32,322 ) Total operating lease right-of-use assets $ 103,923 $ 127,132 Rent expense is recognized on a straight-line basis over the lease term. Rent expense consists of the following: Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Operating lease costs $ 8,557 $ 9,605 $ 26,004 $ 28,375 Short-term lease costs 91 276 327 1,149 Variable lease costs 13 1 32 2 Total rent expense $ 8,661 $ 9,882 $ 26,363 $ 29,526 Future minimum lease payments under non-cancellable leases as of September 30, 2021 were as follows: September 30, 2022 $ 38,473 September 30, 2023 24,552 September 30, 2024 18,476 September 30, 2025 13,622 September 30, 2026 12,606 Thereafter 27,346 Total future minimum lease payments 135,075 Less: Interest (12,125 ) Total operating lease liabilities $ 122,950 Operating lease liabilities - current $ 35,418 Operating lease liabilities - non-current 87,532 Total operating lease liabilities $ 122,950 Other information related to operating leases is as follows: September 30, 2021 September 30, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 18,743 $ 29,248 Right-of-use assets obtained in exchange for operating lease liabilities $ 969 $ 29,581 Weighted-average remaining lease term - operating leases 5.7 6.0 Weighted-average discount rate - operating leases 3.3 % 3.4 % At September 30, 2021, the Company had an additional operating lease that had not yet commenced with a potential lease liability of $113.3 million. The operating lease has a term of approximately 18 years and is now anticipated to commence on January 1, 2022 (previously March 1, 2022) when the Company takes possession of the property upon completion of buildouts. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | NOTE 6 – LONG-TERM DEBT At September 30, 2021 and December 31, 2020, debt consisted of: September 30, 2021 December 31, 2020 Average Interest Rate Outstanding Balance Average Interest Rate Outstanding Balance Term Loan $ 185,000 $ 192,500 Revolving Credit 96,836 123,281 Total before debt issuance costs 1.70% 281,836 2.35% 315,781 Unamortized debt issuance costs (2,104 ) (2,567 ) $ 279,732 $ 313,214 Current portion of long-term debt $ 10,000 $ 10,000 Long-term debt - non-current 269,732 303,214 $ 279,732 $ 313,214 On March 3, 2020, the Company entered into the First Amendment (the “First Amendment”) to the Fifth Amended and Restated Business Loan and Security Agreement with a group of ten (i) As a result, the Credit Facility now consists of (i) The Company has the option to borrow funds under the Credit Facility at interest rates based on both LIBOR (1, 3, or 6-month rates) and the Base Rate (as defined herein), at its discretion, plus their applicable margins. Base Rates are fluctuating per annum rates of interest equal to the highest of (i) the Overnight Bank Funding Rate, plus 0.5%, (ii) the Prime Rate (as defined under the Credit Facility) and (iii) the daily LIBOR rate, plus a LIBOR margin between 1.00% and 2.00% based on its Leverage Ratio (as defined under the Credit Facility). The interest accrued based on LIBOR 1 or 3-month rates is to be paid on the last business day of the interest period and on the last day of the third month for 6-month LIBOR rate, while interest accrued based on the Base Rate is to be paid in quarterly installments. The Credit Facility also provides for letters of credit aggregating up to $60.0 million which reduce the funds available under the Credit Facility when issued. The unused portion of the Credit Facility is subject to a commitment fee between 0.13% and 0.25% per annum based on the Leverage Ratio. The Credit Facility is collateralized by substantially all the assets of the Company and requires that the Company remain in compliance with certain financial and non-financial covenants. The financial covenants require, among other things, that the Company maintain at all times an Interest Coverage Ratio (as defined under the Credit Facility) of not less than 3.00 to 1.00 and a Leverage Ratio of not more than 4.00 to 1.00 (subject to a step-up to 4.25 to 1.0 for a four quarter period following permitted acquisitions as defined under the Credit Facility) As of September 30, 2021, the Company had $281.8 million debt outstanding from the Credit Facility (including the term loan, exclusive of unamortized debt issuance costs), outstanding standby letters of credit totaling $3.3 million, net derivative obligations of $5.7 million and unused borrowing capacity of $499.9 million Future scheduled repayments of debt principal are as follows: Payments due by Term Loan Revolving Credit Total September 30, 2022 $ 10,000 $ — $ 10,000 September 30, 2023 12,500 — 12,500 September 30, 2024 15,000 — 15,000 March 3, 2025 (Maturity) 147,500 96,836 244,336 Total $ 185,000 $ 96,836 $ 281,836 |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | NOTE 7 – 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 factors. Those categories are client market, client type and contract mix. Client markets provide insight into the breadth of the Company’s expertise. In classifying revenue by client market, the Company attributes revenue from a client to the market that the Company believes is the client’s primary market. The Company also classifies revenue by the type of entity for which it does business, which is an indicator of the diversity of its client base. The Company attributes revenue generated from being a subcontractor to a commercial company as government revenue when the ultimate client is a government agency or department. Disaggregation by contract mix provides insight in terms of the degree of performance risk that the Company has assumed. Fixed-price contracts are considered to provide the highest amount of performance risk as the Company is required to deliver a scope of work or level of effort for a negotiated fixed price. Time-and-materials contracts require the Company to provide skilled employees on contracts for negotiated fixed hourly rates. Since the Company is not required to deliver a scope of work, but merely skilled employees, it considers these contracts to be less risky than a fixed-price agreement. Cost-based contracts are considered to provide the lowest amount of performance risk since the Company is generally reimbursed for all contract costs incurred in performance of contract deliverables with only the amount of incentive or award fees (if applicable) dependent on the achievement of negotiated performance requirements. Changes in the three and nine months ended September 30, 2021 compared to the three and nine months ended September 30, 2020 were driven by an increase in the health, education, and social programs client market led by revenue from U.S. federal government, U.S. state and local government, and international government clients, an increase of revenue in the energy, environment, and infrastructure client market primarily in revenue from international government clients, and an increase in the consumer and financial services client market led by revenue from U.S. commercial clients. Revenue from safety and security client market saw decreases in the three and nine months ended September 30, 2021 compared to 2020, mainly from U.S. federal government clients. Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Dollars Percent Dollars Percent Dollars Percent Dollars Percent Client Markets: Energy, environment, and infrastructure $ 156,661 40 % $ 147,188 41 % $ 488,018 42 % $ 445,592 42 % Health, education, and social programs 182,334 46 % 158,297 44 % 508,255 44 % 461,808 43 % Safety and security 28,304 7 % 30,539 8 % 89,120 7 % 90,944 8 % Consumer and financial services 26,761 7 % 24,291 7 % 79,670 7 % 74,196 7 % Total $ 394,060 100 % $ 360,315 100 % $ 1,165,063 100 % $ 1,072,540 100 % Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Dollars Percent Dollars Percent Dollars Percent Dollars Percent Client Type: U.S. federal government $ 195,107 49 % $ 175,126 49 % $ 553,232 48 % $ 501,525 47 % U.S. state and local government 58,516 15 % 50,819 14 % 173,451 15 % 169,001 16 % International government 32,249 8 % 20,194 5 % 107,175 9 % 60,861 5 % Total Government 285,872 72 % 246,139 68 % 833,858 72 % 731,387 68 % Commercial 108,188 28 % 114,176 32 % 331,205 28 % 341,153 32 % Total $ 394,060 100 % $ 360,315 100 % $ 1,165,063 100 % $ 1,072,540 100 % Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Dollars Percent Dollars Percent Dollars Percent Dollars Percent Contract Mix: Time-and-materials $ 157,571 40 % $ 168,250 47 % $ 479,632 41 % $ 504,772 47 % Fixed price 166,121 42 % 135,260 37 % 473,901 41 % 392,525 37 % Cost-based 70,368 18 % 56,805 16 % 211,530 18 % 175,243 16 % Total $ 394,060 100 % $ 360,315 100 % $ 1,165,063 100 % $ 1,072,540 100 % Contract Balances: Contract assets consist primarily of unbilled amounts resulting from long-term contracts when revenue recognized exceeds the amount billed often due to billing schedule timing. Contract liabilities result from advance payments received on a contract or from billings in excess of revenue recognized on long-term contracts due to billing schedule timing. The following table summarizes the contract balances as of September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 $ Change % Change Contract assets $ 154,804 $ 143,369 $ 11,435 8.0 % Contract liabilities (38,108 ) (42,050 ) 3,942 (9.4 %) Net contract assets (liabilities) $ 116,696 $ 101,319 $ 15,377 15.2 % The net contract assets (liabilities) as of September 30, 2021 increased by $15.4 million as compared to December 31, 2020. The increase in net contract assets (liabilities) is primarily due to the timing difference between the performance of services and billings to and payments from customers. There were no material changes to contract balances due to impairments during the period. During the nine months ended September 30, 2021 and 2020, the Company recognized $21.7 million and $21.5 million in revenue related to the contract liabilities balance at December 31, 2020 and 2019, respectively. Performance Obligations: The Company had $1.4 billion in unfulfilled performance obligations as of September 30, 2021 which primarily entail the future delivery of services for which revenue will be recognized over time. The obligations relate to continued or additional services required on non-cancelable contracts and were generally valued using an estimated cost-plus margin approach, with variable consideration being estimated at the most likely amount. The amounts exclude marketing offers which are negotiated but unexercised contract options and indefinite delivery/indefinite quantity (IDIQ) and similar arrangements that provided a framework for customers to issue specific tasks, delivery, or purchase orders in the future. The Company expects to satisfy the unfulfilled performance obligations, on average, in one to two years. |
Derivative instruments and Hedg
Derivative instruments and Hedges Activities | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative instruments and Hedges Activities | NOTE 8 – The Company manages its risk to changes in interest rates through the use of derivative instruments. The Company does not hold derivative instruments for trading or speculative purposes. For variable rate borrowings, the Company uses fixed interest rate swaps, effectively converting a portion of the variable interest rate payments to fixed interest rate payments. These swaps are designated as cash flow hedges. A summary of interest rate swap derivatives designated as cash flow hedges as of September 30, 2021 are as follows: Dates of Effected Cash Flows Date of Interest Rate Swap Agreement Notional Amount ($million) Paid Fixed Interest Rate% Beginning Ending September 30, 2016 (1) $ 100.0 - January 31, 2018 January 31, 2023 August 31, 2017 $ 25.0 1.8475% August 31, 2018 August 31, 2023 August 8, 2018 $ 50.0 2.8540% August 31, 2018 August 31, 2023 August 8, 2018 $ 25.0 2.8510% August 31, 2018 August 31, 2023 February 20, 2020 $ 100.0 1.2940% 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. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 9 – The Company’s effective tax rate for the three months ended September 30, 2021 and 2020 was 31.6% and 27.2%, respectively, and 29.8% and 25.7% for the nine months ended September 30, 2021 and 2020, respectively. The Company is subject to federal income tax as well as taxes in various state, local and foreign jurisdictions. Tax statutes and regulations within each jurisdiction are subject to interpretation and require the application of significant judgment. The Company’s 2018 through 2020 tax years remain subject to examination by the Internal Revenue Service for federal tax purposes. Certain significant state, local and foreign tax returns also remain open under the applicable statute of limitations and are subject to examination for the tax years from 2017 to 2020. The total amount of unrecognized tax benefits as of September 30, 2021 and 2020 was $0.9 million and $0.3 million, respectively, resulting from tax positions taken in a prior period. Included in the balance as of September 30, 2021 and 2020, were $0.9 million and $0.3 million in unrecognized tax benefits, or tax positions that, if recognized, would impact the effective tax rate. The Company’s policy is not to recognize accrued interest and penalties related to unrecognized tax benefits as a component of tax expense. The Company did not have any accrued penalty and interest at September September The Company has made no provision for deferred U.S. income taxes or additional foreign taxes on future unremitted earnings of its controlled foreign subsidiaries because the Company considers these earnings to be permanently invested. During the year ended December 31, 2020, the Company elected to participate in several novel coronavirus disease (“COVID-19”) |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2021 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | NOTE 10 – ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss as of September 30, 2021 and 2020 included the following: Three Months Ended September 30, 2021 Foreign Currency Translation Adjustments Gain on Sale of Interest Rate Hedge Agreement (1) Change in Fair Value of Interest Rate Hedge Agreements (2) Total Accumulated other comprehensive (loss) income at June 30, 2021 $ (6,225 ) $ 833 $ (5,502 ) $ (10,894 ) Current period other comprehensive (loss) income: Other comprehensive income (loss) before reclassifications (2,872 ) — (27 ) (2,899 ) Amounts reclassified from accumulated other comprehensive (loss) income (3) — (180 ) 943 763 Effect of taxes (4) 361 48 (244 ) 165 Total current period other comprehensive (loss) income (2,511 ) (132 ) 672 (1,971 ) Accumulated other comprehensive (loss) income at September 30, 2021 $ (8,736 ) $ 701 $ (4,830 ) $ (12,865 ) Three Months Ended September 30, 2020 Foreign Currency Translation Adjustments Gain on Sale of Interest Rate Hedge Agreement (1) Change in Fair Value of Interest Rate Hedge Agreement (2) Total Accumulated other comprehensive (loss) income at June 30, 2020 $ (15,209 ) $ 1,368 $ (9,590 ) $ (23,431 ) Current period other comprehensive income (loss): Other comprehensive income (loss) before reclassifications 3,881 — (45 ) 3,836 Amounts reclassified from accumulated other comprehensive (loss) income (3) — (180 ) 909 729 Effect of taxes (4) (714 ) 47 (227 ) (894 ) Total current period other comprehensive income (loss) 3,167 (133 ) 637 3,671 Accumulated other comprehensive (loss) income at September 30, 2020 $ (12,042 ) $ 1,235 $ (8,953 ) $ (19,760 ) Nine Months Ended September 30, 2021 Foreign Currency Translation Adjustments Gain on Sale of Interest Rate Hedge Agreement (1) Change in Fair Value of Interest Rate Hedge Agreements (2) Total Accumulated other comprehensive (loss) income at December 31, 2020 $ (7,210 ) $ 1,096 $ (7,992 ) $ (14,106 ) Current period other comprehensive (loss) income: Other comprehensive income before reclassifications (1,722 ) — 1,530 (192 ) Amounts reclassified from accumulated other comprehensive (loss) income (3) — (540 ) 2,778 2,238 Effect of taxes (4) 196 145 (1,146 ) (805 ) Total current period other comprehensive (loss) income (1,526 ) (395 ) 3,162 1,241 Accumulated other comprehensive (loss) income at September 30, 2021 $ (8,736 ) $ 701 $ (4,830 ) $ (12,865 ) Nine Months Ended September 30, 2020 Foreign Currency Translation Adjustments Gain on Sale of Interest Rate Hedge Agreement (1) Change in Fair Value of Interest Rate Hedge Agreement (2) Total Accumulated other comprehensive (loss) income at December 31, 2019 $ (10,995 ) $ 1,634 $ (2,783 ) $ (12,144 ) Current period other comprehensive (loss) income: Other comprehensive (loss) income before reclassifications (940 ) — (10,200 ) (11,140 ) Amounts reclassified from accumulated other comprehensive (loss) income (3) — (540 ) 1,832 1,292 Effect of taxes (4) (107 ) 141 2,198 2,232 Total current period other comprehensive (loss) income (1,047 ) (399 ) (6,170 ) (7,616 ) Accumulated other comprehensive (loss) income at September 30, 2020 $ (12,042 ) $ 1,235 $ (8,953 ) $ (19,760 ) (1) Represents the unamortized value of an interest rate hedge agreement, designated as a cash flow hedge, which was sold on December 1, 2016. The fair value of the interest rate hedge agreement, at the date of the sale, was recorded in other comprehensive income, net of tax, and is being reclassified to interest expense when earnings are impacted by the hedged items and as interest payments are made on the Credit Facility from January 31, 2018 to January 31, 2023 (see Note 8—Derivative Instruments and Hedging Activities). (2) Represents the change in fair value of interest rate hedge agreements designated as a cash flow hedge. The fair value of the interest rate hedge agreements was recorded in other comprehensive income and will be reclassified to interest expense when earnings are impacted by the hedged items and as interest payments are made on the Credit Facility from August 31, 2018 to February 28, 2025 (see Note 8—Derivative Instruments and Hedging Activities). (3) The Company expects to reclassify $0.7 million net gains related to the Gain on Sale of Interest Rate Hedge Agreement and $3.7 million net losses related to the Change in Fair Value of Interest Rate Hedge Agreement from accumulated other comprehensive loss into earnings during the next 12 months. ( 4 ) The Company’s effective tax rate for the three months ended September 30, 2021 and 2020 was 31.6% and 27.2%, respectively, and 29.8% and 25.7% for the nine months ended September 30, 2021 and 2020, respectively. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | NOTE 11 – STOCKHOLDERS’ EQUITY Changes in stockholders’ equity for the three and nine months ended September 30, 2021 and 2020 are as follows: Three Months Ended September 30, 2021 Common Stock Additional Paid-in Retained Treasury Stock Accumulated Other Comprehensive Shares Amount Capital Earnings Shares Amount Loss Total Balance at June 30, 2021 18,860 $ 23 $ 376,622 $ 622,113 4,624 $ (216,353 ) $ (10,894 ) $ 771,511 Net income — — — 20,390 — — — 20,390 Other comprehensive income — — — — — — (1,971 ) (1,971 ) Equity compensation — — 3,593 — — — — 3,593 Exercise of stock options — — — — — — — — Issuance of shares pursuant to vesting of restricted stock units 13 — — — — — — — Net payments for stock issuances and buybacks (3 ) — — — 3 (330 ) — (330 ) Dividends declared — — — (2,641 ) — — — (2,641 ) Balance at September 30, 2021 18,870 $ 23 $ 380,215 $ 639,862 4,627 $ (216,683 ) $ (12,865 ) $ 790,552 Three Months Ended September 30, 2020 Common Stock Additional Paid-in Retained Treasury Stock Accumulated Other Comprehensive Shares Amount Capital Earnings Shares Amount Loss Total Balance at June 30, 2020 18,849 $ 23 $ 354,200 $ 563,322 4,289 $ (189,011 ) $ (23,431 ) $ 705,103 Net income — — — 17,871 — — — 17,871 Other comprehensive loss — — — — — — 3,671 3,671 Equity compensation — — 3,128 — — — — 3,128 Exercise of stock options — — — — — — — — Issuance of shares pursuant to vesting of restricted stock units 12 — — — — — — — Net payments for stock issuances and buybacks (3 ) — — — 3 (223 ) — (223 ) Dividends declared — — — (2,639 ) — — — (2,639 ) Balance at September 30, 2020 18,858 $ 23 $ 357,328 $ 578,554 4,292 $ (189,234 ) $ (19,760 ) $ 726,911 Nine Months Ended September 30, 2021 Common Stock Additional Paid-in Retained Treasury Stock Accumulated Other Comprehensive Shares Amount Capital Earnings Shares Amount Loss Total Balance at December 31, 2020 18,910 $ 23 $ 369,058 $ 588,731 4,395 $ (196,745 ) $ (14,106 ) $ 746,961 Net income — — — 59,053 — — — 59,053 Other comprehensive income — — — — — — 1,241 1,241 Equity compensation — — 9,756 — — — — 9,756 Exercise of stock options 6 — 158 — — — — 158 Issuance of shares pursuant to vesting of restricted stock units 186 — — — — — — — Net payments for stock issuances and buybacks (232 ) — 1,243 — 232 (19,938 ) — (18,695 ) Dividends declared — — — (7,922 ) — — — (7,922 ) Balance at September 30, 2021 18,870 $ 23 $ 380,215 $ 639,862 4,627 $ (216,683 ) $ (12,865 ) $ 790,552 Nine Months Ended September 30, 2020 Common Stock Additional Paid-in Retained Treasury Stock Accumulated Other Comprehensive Shares Amount Capital Earnings Shares Amount Loss Total Balance at December 31, 2019 18,868 $ 23 $ 346,795 $ 544,840 3,978 $ (164,963 ) $ (12,144 ) $ 714,551 Net income — — — 42,139 — — — 42,139 Other comprehensive loss — — — — — — (7,616 ) (7,616 ) Equity compensation — — 9,472 — — — — 9,472 Exercise of stock options 1 — 37 — — — — 37 Issuance of shares pursuant to vesting of restricted stock units 303 — — — — — — — Net payments for stock issuances and buybacks (314 ) — 1,024 — 314 (24,271 ) — (23,247 ) Cumulative-effect adjustment for adoption of accounting principle — — — (513 ) — — — (513 ) Dividends declared — — — (7,912 ) — — — (7,912 ) Balance at September 30, 2020 18,858 $ 23 $ 357,328 $ 578,554 4,292 $ (189,234 ) $ (19,760 ) $ 726,911 |
Accounting for Stock-based Comp
Accounting for Stock-based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Accounting for Stock-based Compensation | NOTE 12 – ACCOUNTING FOR STOCK-BASED COMPENSATION 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 1,600,000 shares using stock options, stock appreciation rights, restricted stock, restricted stock units (“RSU”), performance units and performance share awards (“PSA”), cash-settled restricted stock units (“CSRSU”), and other stock-based awards to all officers, key employees, and non-employee directors of the Company. Outstanding shares granted under the Prior Plan, totaling 37,077 as of September 30, 2021, remain subject to its terms and conditions, and no additional awards from the Prior Plan are to be made after the Effective Date. As of September 30, 2021, the Company had approximately 995,042 shares available for grant under the 2018 Omnibus Plan. CSRSUs have no impact on the shares available for grant under the Omnibus Plan, nor on the calculated shares used in earnings per share calculations. During the nine months ended September 30, 2021, the Company granted to its employees 78,938 shares in the form of RSUs with an average grant date fair value of $89.01, the equivalent value of 51,011 shares in the form of CSRSUs with an average grant date fair value of $89.13, and 35,318 shares in the form of PSAs to its employees with a grant date fair value of $95.72 per share. The RSUs, CSRSUs and PSAs granted are generally subject to service-based vesting conditions, with the PSAs also having performance-based vesting conditions. The performance conditions for the PSAs granted in 2021 have a performance period from January 1, 2021 through December 31, 2023 and performance conditions that are consistent with the PSAs granted in prior years. During the nine months ended September 30, 2021, the Company granted 11,186 shares to non-employee directors in the form of RSUs with a grant date fair value of $90.73. The non-employee director awards are subject to an annual service-based vesting condition. The Company recognized stock-based compensation expense of $5.2 million and $4.5 million for the three months ended September 30, 2021 and 2020, respectively, and $15.8 million and $13.6 million for the nine months ended September 30, 2021 and 2020, respectively. Unrecognized compensation expense of approximately $11.5 million as of September 30, 2021 related to unsettled RSUs is expected to be recognized over a weighted-average period of 1.6 1.6 1.2 |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Business Combination | NOTE 13 – BUSINESS COMBINATION A prior acquisition’s purchase agreement included additional consideration in the form of warranty and indemnity hold back payments. As of September 30, 2021, one payment remains outstanding |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 14 – EARNINGS PER SHARE The Company’s earnings per share (“EPS”) is computed by dividing reported net income by the weighted-average number of shares outstanding. Diluted EPS considers the potential dilution that could occur if common stock equivalents were exercised or converted into stock. The difference between the basic and diluted weighted-average equivalent shares with respect to the Company’s EPS calculation was due entirely to the assumed exercise of stock options and the vesting and settlement of RSUs and PSAs. 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 also the end of the applicable performance period and the result would be dilutive under the treasury stock method. As of September 30, 2021, the PSAs granted during the year ended December 31, 2019 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, 2020 and during the nine months ended September 30, 2021 have not yet completed their initial two-year The dilutive effect of stock options, RSUs, and PSAs for each period reported is summarized below: Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Net Income $ 20,390 $ 17,871 $ 59,053 $ 42,139 Weighted-average number of basic shares outstanding during the period 18,865 18,853 18,864 18,841 Dilutive effect of stock options, RSUs, and performance shares 196 233 213 270 Weighted-average number of diluted shares outstanding during the period 19,061 19,086 19,077 19,111 Basic earnings per share $ 1.08 $ 0.95 $ 3.13 $ 2.24 Diluted earnings per share $ 1.07 $ 0.94 $ 3.10 $ 2.20 |
Share Repurchase Program
Share Repurchase Program | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Share Repurchase Program | NOTE 15 – SHARE REPURCHASE PROGRAM The Company’s share repurchase program allows for share repurchases in the aggregate up to $100.0 million under share repurchase plans approved by the board of directors pursuant to Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended. The Company approved an updated Rule 10b5-1 plan element of the share repurchase program as part of its normal process that commenced January 11, 2021. The Credit Facility permits unlimited share repurchases, provided the Company’s Leverage Ratio, prior to and after giving effect to such repurchases, is not greater than 3.50 to 1.00. For the nine months ended September 30, 2021 and 2020, the Company used $14.7 million to repurchase 173,000 shares and $16.6 million to repurchase 206,820 shares, respectively, under the repurchase program. As of September 30, 2021, $31.3 million remained available for share repurchases under the repurchase program. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value | NOTE 16 – FAIR VALUE Financial instruments measured at fair value on a recurring basis and their location within the accompanying consolidated balance sheets are as follows: September 30, 2021 (in thousands) Level 1 Level 2 Level 3 Total Location on Balance Sheet Assets: Forward contract agreements $ — $ 6 $ — $ 6 Prepaid expenses and other assets Deferred compensation investments in cash surrender life insurance — 18,464 — 18,464 Other assets Total $ — $ 18,470 $ — $ 18,470 Liabilities: Deferred compensation plan liabilities $ — $ 18,811 $ — $ 18,811 Other long-term liabilities Interest rate swaps - current portion — 3,584 — 3,584 Accrued expenses and other current liabilities Interest rate swaps - long-term portion — 3,035 — 3,035 Other long-term liabilities Total $ — $ 25,430 $ — $ 25,430 December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Location on Balance Sheet Assets: Forward contract agreements $ — $ 103 $ — $ 103 Prepaid expenses and other assets Deferred compensation investments in cash surrender life insurance — 16,796 — 16,796 Other assets Total $ — $ 16,899 $ — $ 16,899 Liabilities: Deferred compensation plan liabilities $ — $ 17,276 $ — $ 17,276 Other long-term liabilities Interest rate swaps - current portion — 3,693 — 3,693 Accrued expenses and other current liabilities Interest rate swaps - long-term portion — 7,234 — 7,234 Other long-term liabilities Total $ — $ 28,203 $ — $ 28,203 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 17 – Dividend On November 2, 2021, the Company’s board of directors approved a $0.14 per share cash dividend. The dividend will be paid on January 12, 2022 to shareholders of record as of the close of business on December 10, 2021. Acquisition In November 2021 the Company acquired ESAC, one of the leading specialized providers of advanced health analytics, research data management and bioinformatics solutions to U.S. federal health agencies. The Company considers the purchase of ESAC to be immaterial to the financial statements taken as a whole, and expects to finalize its valuation of the assets acquired and liabilities assumed as a result of the acquisition by the fourth quarter of 2021. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 18 – Litigation and Claims The Company is involved in various legal matters and proceedings arising in the ordinary course of business. While these matters and proceedings cause it to incur costs, including, but not limited to, attorneys’ fees, the Company currently believes that any ultimate liability arising out of these matters and proceedings will not have a material adverse effect on its financial position, results of operations, or cash flows. Road Home Contract On June 10, 2016, the Office of Community Development (the “OCD”) of the State of Louisiana filed a written administrative demand with the Louisiana Commissioner of Administration against ICF Emergency Management Services, L.L.C. (“ICF Emergency”), a subsidiary of the Company, in connection with ICF Emergency’s administration of the Road Home Program (“Program”). The Program contract was a three-year The Program was primarily intended to help homeowners and landlords of small rental properties affected by Hurricanes Rita and Katrina. In its administrative demand, the OCD sought approximately $200.8 million in alleged overpayments to the Program’s grant recipients, and separately supplemented the amount of recovery it sought in total to approximately $220.2 million. The State of Louisiana, through the Division of Administration, also filed suit in Louisiana state court on June 10, 2016. The State of Louisiana broadly alleges and sought recoupment for the same claim made in the administrative proceeding submission before the Louisiana Commissioner of Administration. On September 21, 2016, the Commissioner of the Division of Administration notified OCD and the Company of his decision to defer jurisdiction of the administrative demand filed by the OCD. In so doing, the Commissioner declined to reach a decision on the merits, stated that his deferral would not be deemed to grant or deny any portion of the OCD’s claim, and authorized the parties to proceed on the matter in the previously filed judicial proceeding. The Company continues to believe that this claim has no merit, intends to vigorously defend its position, and has therefore not recorded a liability as of September 30, 2021. Executive Chair Retirement On November 15, 2020, the Company’s former Executive Chair gave notice of his retirement effective December 31, 2020. In connection with his retirement, the former Executive Chair is entitled to receive compensation and benefits as provided in his employment agreement for a termination of employment on the basis of “good reason.” As of September 30, 2021, there were PSAs totaling 34,276 shares remaining which were originally granted to the former Executive Chair during 2019 and 2020 that are to be satisfied through the normal course of the PSA equity award plan (see Note 12—Accounting for Stock-Based Compensation), and subject to adjustments from EPS and rTSR performances. |
Basis of Presentation and Nat_2
Basis of Presentation and Nature of Operations (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include the accounts of ICF International, Inc. and its subsidiaries (collectively, the “Company”), and have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”). All significant intercompany transactions and balances have been eliminated. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Areas of the consolidated financial statements where estimates may have the most significant effect include contractual and regulatory reserves, valuation and lives of tangible and intangible assets, contingent consideration related to business acquisitions, impairment of goodwill and long-lived assets, accrued liabilities, revenue recognition and costs to complete fixed-price contracts, bonus and other incentive compensation, stock-based compensation, reserves for tax benefits and valuation allowances on deferred tax assets, provisions for income taxes, collectability of receivables, and loss accruals for litigation. Actual results experienced by the Company may differ from management's estimates. |
Reclassifications | Reclassifications The Company has reclassified “Non-cash lease expense” which was previously part of “Other adjustments, net” on the consolidated statements of cash flows for the nine months ended September 30, 2020 for consistency of presentation with the same period in 2021. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recent Accounting Pronouncements Not Yet Adopted Reference Rate Reform In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update 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 the 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. The Company can elect to not apply certain modification accounting requirements to contracts affected by reference rate reform, if certain criteria are met. Also, the Company can elect various optional expedients that would allow for the Company to continue to apply hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met. |
Basis of Presentation and Nat_3
Basis of Presentation and Nature of Operations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | At September 30, 2021 and December 31, 2020, accrued expenses and other current liabilities consisted of the following: September 30, 2021 December 31, 2020 Deposits $ 14,069 $ 9,881 Restricted deposits 34,404 68,138 Accrued IT and software licensing costs 1,445 2,157 Accrued taxes and insurance premiums 3,504 4,327 Accrued facilities rental and lease exit costs 1,351 780 Accrued interest 236 214 Accrued professional services 3,825 2,094 Accrued dividends 2,641 2,641 Contingent liabilities from acquisitions — 683 Interest rate swap liability - current 3,584 3,693 Other accrued expenses and current liabilities 5,376 6,300 Total accrued expenses and other current liabilities $ 70,435 $ 100,908 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Restricted Cash And Cash Equivalents Current [Abstract] | |
Reconciliation of Cash and Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets for the periods presented to the total of cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020: Nine Months Ended September 30, 2021 2020 Beginning Ending Beginning Ending Cash and cash equivalents $ 13,841 $ 7,883 $ 6,482 $ 8,237 Restricted cash (1) 68,146 34,419 — — Total of cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows $ 81,987 $ 42,302 $ 6,482 $ 8,237 (1) Under a contract with a customer that commenced in the fourth quarter of fiscal year 2020, the Company received advance payments to be used to pay providers of services to the customer, a separate third-party. The advanced payments are treated as restricted cash as the Company is required under the contract to distribute the advanced funds to the third-party providers of services or return the advanced funds to the customer. Because the Company receives the advance payments from the customer, which must be refunded to the customer or remitted to a third party, the cash receipts are treated as borrowings and recorded in restricted cash and accrued expenses and other current liabilities rather than receipts for the provision of goods or services. Therefore, these cash receipts are presented in the consolidated statement s of cash flows as financing cash inflows, “ R eceipt of restricted contract funds”, with the subsequent payments classified as financing cash outflows, “ P ayment of restricted contract funds.” |
Contract Receivables, Net (Tabl
Contract Receivables, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Summary of Contract Receivables, Net | Contract receivables, net consisted of the following: September 30, 2021 December 31, 2020 Billed and billable $ 223,791 $ 230,466 Allowance for expected credit losses (8,468 ) (7,616 ) Contract receivables, net $ 215,323 $ 222,850 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill during the nine-months period ended September 30, 2021 were as follows: Balance as of December 31, 2020 $ 909,913 Effect of foreign currency translation (687 ) Balance as of September 30, 2021 $ 909,226 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Summary of Operating Leases | Operating leases consisted of the following at September 30, 2021: September 30, 2021 December 31, 2020 Real estate facilities $ 156,020 $ 157,010 Office equipment 2,117 1,864 Other 690 580 158,827 159,454 Amortization of right-of-use assets (54,904 ) (32,322 ) Total operating lease right-of-use assets $ 103,923 $ 127,132 |
Summary of Rent Expense | Rent expense is recognized on a straight-line basis over the lease term. Rent expense consists of the following: Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Operating lease costs $ 8,557 $ 9,605 $ 26,004 $ 28,375 Short-term lease costs 91 276 327 1,149 Variable lease costs 13 1 32 2 Total rent expense $ 8,661 $ 9,882 $ 26,363 $ 29,526 |
Summary of Future Minimum Lease Payments Under Non-Cancellable Leases | Future minimum lease payments under non-cancellable leases as of September 30, 2021 were as follows: September 30, 2022 $ 38,473 September 30, 2023 24,552 September 30, 2024 18,476 September 30, 2025 13,622 September 30, 2026 12,606 Thereafter 27,346 Total future minimum lease payments 135,075 Less: Interest (12,125 ) Total operating lease liabilities $ 122,950 Operating lease liabilities - current $ 35,418 Operating lease liabilities - non-current 87,532 Total operating lease liabilities $ 122,950 |
Summary of Other Information Related to Operating Leases | Other information related to operating leases is as follows: September 30, 2021 September 30, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 18,743 $ 29,248 Right-of-use assets obtained in exchange for operating lease liabilities $ 969 $ 29,581 Weighted-average remaining lease term - operating leases 5.7 6.0 Weighted-average discount rate - operating leases 3.3 % 3.4 % |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | At September 30, 2021 and December 31, 2020, debt consisted of: September 30, 2021 December 31, 2020 Average Interest Rate Outstanding Balance Average Interest Rate Outstanding Balance Term Loan $ 185,000 $ 192,500 Revolving Credit 96,836 123,281 Total before debt issuance costs 1.70% 281,836 2.35% 315,781 Unamortized debt issuance costs (2,104 ) (2,567 ) $ 279,732 $ 313,214 Current portion of long-term debt $ 10,000 $ 10,000 Long-term debt - non-current 269,732 303,214 $ 279,732 $ 313,214 |
Schedule of Future Scheduled Repayments of Debt Principal | Future scheduled repayments of debt principal are as follows: Payments due by Term Loan Revolving Credit Total September 30, 2022 $ 10,000 $ — $ 10,000 September 30, 2023 12,500 — 12,500 September 30, 2024 15,000 — 15,000 March 3, 2025 (Maturity) 147,500 96,836 244,336 Total $ 185,000 $ 96,836 $ 281,836 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Disaggregation of Revenue | Disaggregation of Revenue Changes in the three and nine months ended September 30, 2021 compared to the three and nine months ended September 30, 2020 were driven by an increase in the health, education, and social programs client market led by revenue from U.S. federal government, U.S. state and local government, and international government clients, an increase of revenue in the energy, environment, and infrastructure client market primarily in revenue from international government clients, and an increase in the consumer and financial services client market led by revenue from U.S. commercial clients. Revenue from safety and security client market saw decreases in the three and nine months ended September 30, 2021 compared to 2020, mainly from U.S. federal government clients. Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Dollars Percent Dollars Percent Dollars Percent Dollars Percent Client Markets: Energy, environment, and infrastructure $ 156,661 40 % $ 147,188 41 % $ 488,018 42 % $ 445,592 42 % Health, education, and social programs 182,334 46 % 158,297 44 % 508,255 44 % 461,808 43 % Safety and security 28,304 7 % 30,539 8 % 89,120 7 % 90,944 8 % Consumer and financial services 26,761 7 % 24,291 7 % 79,670 7 % 74,196 7 % Total $ 394,060 100 % $ 360,315 100 % $ 1,165,063 100 % $ 1,072,540 100 % Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Dollars Percent Dollars Percent Dollars Percent Dollars Percent Client Type: U.S. federal government $ 195,107 49 % $ 175,126 49 % $ 553,232 48 % $ 501,525 47 % U.S. state and local government 58,516 15 % 50,819 14 % 173,451 15 % 169,001 16 % International government 32,249 8 % 20,194 5 % 107,175 9 % 60,861 5 % Total Government 285,872 72 % 246,139 68 % 833,858 72 % 731,387 68 % Commercial 108,188 28 % 114,176 32 % 331,205 28 % 341,153 32 % Total $ 394,060 100 % $ 360,315 100 % $ 1,165,063 100 % $ 1,072,540 100 % Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Dollars Percent Dollars Percent Dollars Percent Dollars Percent Contract Mix: Time-and-materials $ 157,571 40 % $ 168,250 47 % $ 479,632 41 % $ 504,772 47 % Fixed price 166,121 42 % 135,260 37 % 473,901 41 % 392,525 37 % Cost-based 70,368 18 % 56,805 16 % 211,530 18 % 175,243 16 % Total $ 394,060 100 % $ 360,315 100 % $ 1,165,063 100 % $ 1,072,540 100 % |
Schedule of Contract Balances and Changes in Contract Balances | Contract Balances: Contract assets consist primarily of unbilled amounts resulting from long-term contracts when revenue recognized exceeds the amount billed often due to billing schedule timing. Contract liabilities result from advance payments received on a contract or from billings in excess of revenue recognized on long-term contracts due to billing schedule timing. The following table summarizes the contract balances as of September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 $ Change % Change Contract assets $ 154,804 $ 143,369 $ 11,435 8.0 % Contract liabilities (38,108 ) (42,050 ) 3,942 (9.4 %) Net contract assets (liabilities) $ 116,696 $ 101,319 $ 15,377 15.2 % |
Derivative instruments and He_2
Derivative instruments and Hedges Activities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Interest Rate Swaps Derivatives Designated as Cash Flow Hedges | A summary of interest rate swap derivatives designated as cash flow hedges as of September 30, 2021 are as follows: Dates of Effected Cash Flows Date of Interest Rate Swap Agreement Notional Amount ($million) Paid Fixed Interest Rate% Beginning Ending September 30, 2016 (1) $ 100.0 - January 31, 2018 January 31, 2023 August 31, 2017 $ 25.0 1.8475% August 31, 2018 August 31, 2023 August 8, 2018 $ 50.0 2.8540% August 31, 2018 August 31, 2023 August 8, 2018 $ 25.0 2.8510% August 31, 2018 August 31, 2023 February 20, 2020 $ 100.0 1.2940% 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. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Components of Accumulated Other Comprehensive Loss | NOTE 10 – ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss as of September 30, 2021 and 2020 included the following: Three Months Ended September 30, 2021 Foreign Currency Translation Adjustments Gain on Sale of Interest Rate Hedge Agreement (1) Change in Fair Value of Interest Rate Hedge Agreements (2) Total Accumulated other comprehensive (loss) income at June 30, 2021 $ (6,225 ) $ 833 $ (5,502 ) $ (10,894 ) Current period other comprehensive (loss) income: Other comprehensive income (loss) before reclassifications (2,872 ) — (27 ) (2,899 ) Amounts reclassified from accumulated other comprehensive (loss) income (3) — (180 ) 943 763 Effect of taxes (4) 361 48 (244 ) 165 Total current period other comprehensive (loss) income (2,511 ) (132 ) 672 (1,971 ) Accumulated other comprehensive (loss) income at September 30, 2021 $ (8,736 ) $ 701 $ (4,830 ) $ (12,865 ) Three Months Ended September 30, 2020 Foreign Currency Translation Adjustments Gain on Sale of Interest Rate Hedge Agreement (1) Change in Fair Value of Interest Rate Hedge Agreement (2) Total Accumulated other comprehensive (loss) income at June 30, 2020 $ (15,209 ) $ 1,368 $ (9,590 ) $ (23,431 ) Current period other comprehensive income (loss): Other comprehensive income (loss) before reclassifications 3,881 — (45 ) 3,836 Amounts reclassified from accumulated other comprehensive (loss) income (3) — (180 ) 909 729 Effect of taxes (4) (714 ) 47 (227 ) (894 ) Total current period other comprehensive income (loss) 3,167 (133 ) 637 3,671 Accumulated other comprehensive (loss) income at September 30, 2020 $ (12,042 ) $ 1,235 $ (8,953 ) $ (19,760 ) Nine Months Ended September 30, 2021 Foreign Currency Translation Adjustments Gain on Sale of Interest Rate Hedge Agreement (1) Change in Fair Value of Interest Rate Hedge Agreements (2) Total Accumulated other comprehensive (loss) income at December 31, 2020 $ (7,210 ) $ 1,096 $ (7,992 ) $ (14,106 ) Current period other comprehensive (loss) income: Other comprehensive income before reclassifications (1,722 ) — 1,530 (192 ) Amounts reclassified from accumulated other comprehensive (loss) income (3) — (540 ) 2,778 2,238 Effect of taxes (4) 196 145 (1,146 ) (805 ) Total current period other comprehensive (loss) income (1,526 ) (395 ) 3,162 1,241 Accumulated other comprehensive (loss) income at September 30, 2021 $ (8,736 ) $ 701 $ (4,830 ) $ (12,865 ) Nine Months Ended September 30, 2020 Foreign Currency Translation Adjustments Gain on Sale of Interest Rate Hedge Agreement (1) Change in Fair Value of Interest Rate Hedge Agreement (2) Total Accumulated other comprehensive (loss) income at December 31, 2019 $ (10,995 ) $ 1,634 $ (2,783 ) $ (12,144 ) Current period other comprehensive (loss) income: Other comprehensive (loss) income before reclassifications (940 ) — (10,200 ) (11,140 ) Amounts reclassified from accumulated other comprehensive (loss) income (3) — (540 ) 1,832 1,292 Effect of taxes (4) (107 ) 141 2,198 2,232 Total current period other comprehensive (loss) income (1,047 ) (399 ) (6,170 ) (7,616 ) Accumulated other comprehensive (loss) income at September 30, 2020 $ (12,042 ) $ 1,235 $ (8,953 ) $ (19,760 ) (1) Represents the unamortized value of an interest rate hedge agreement, designated as a cash flow hedge, which was sold on December 1, 2016. The fair value of the interest rate hedge agreement, at the date of the sale, was recorded in other comprehensive income, net of tax, and is being reclassified to interest expense when earnings are impacted by the hedged items and as interest payments are made on the Credit Facility from January 31, 2018 to January 31, 2023 (see Note 8—Derivative Instruments and Hedging Activities). (2) Represents the change in fair value of interest rate hedge agreements designated as a cash flow hedge. The fair value of the interest rate hedge agreements was recorded in other comprehensive income and will be reclassified to interest expense when earnings are impacted by the hedged items and as interest payments are made on the Credit Facility from August 31, 2018 to February 28, 2025 (see Note 8—Derivative Instruments and Hedging Activities). (3) The Company expects to reclassify $0.7 million net gains related to the Gain on Sale of Interest Rate Hedge Agreement and $3.7 million net losses related to the Change in Fair Value of Interest Rate Hedge Agreement from accumulated other comprehensive loss into earnings during the next 12 months. ( 4 ) The Company’s effective tax rate for the three months ended September 30, 2021 and 2020 was 31.6% and 27.2%, respectively, and 29.8% and 25.7% for the nine months ended September 30, 2021 and 2020, respectively. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders Equity Note [Abstract] | |
Schedule of Changes in Stockholders' Equity | Changes in stockholders’ equity for the three and nine months ended September 30, 2021 and 2020 are as follows: Three Months Ended September 30, 2021 Common Stock Additional Paid-in Retained Treasury Stock Accumulated Other Comprehensive Shares Amount Capital Earnings Shares Amount Loss Total Balance at June 30, 2021 18,860 $ 23 $ 376,622 $ 622,113 4,624 $ (216,353 ) $ (10,894 ) $ 771,511 Net income — — — 20,390 — — — 20,390 Other comprehensive income — — — — — — (1,971 ) (1,971 ) Equity compensation — — 3,593 — — — — 3,593 Exercise of stock options — — — — — — — — Issuance of shares pursuant to vesting of restricted stock units 13 — — — — — — — Net payments for stock issuances and buybacks (3 ) — — — 3 (330 ) — (330 ) Dividends declared — — — (2,641 ) — — — (2,641 ) Balance at September 30, 2021 18,870 $ 23 $ 380,215 $ 639,862 4,627 $ (216,683 ) $ (12,865 ) $ 790,552 Three Months Ended September 30, 2020 Common Stock Additional Paid-in Retained Treasury Stock Accumulated Other Comprehensive Shares Amount Capital Earnings Shares Amount Loss Total Balance at June 30, 2020 18,849 $ 23 $ 354,200 $ 563,322 4,289 $ (189,011 ) $ (23,431 ) $ 705,103 Net income — — — 17,871 — — — 17,871 Other comprehensive loss — — — — — — 3,671 3,671 Equity compensation — — 3,128 — — — — 3,128 Exercise of stock options — — — — — — — — Issuance of shares pursuant to vesting of restricted stock units 12 — — — — — — — Net payments for stock issuances and buybacks (3 ) — — — 3 (223 ) — (223 ) Dividends declared — — — (2,639 ) — — — (2,639 ) Balance at September 30, 2020 18,858 $ 23 $ 357,328 $ 578,554 4,292 $ (189,234 ) $ (19,760 ) $ 726,911 Nine Months Ended September 30, 2021 Common Stock Additional Paid-in Retained Treasury Stock Accumulated Other Comprehensive Shares Amount Capital Earnings Shares Amount Loss Total Balance at December 31, 2020 18,910 $ 23 $ 369,058 $ 588,731 4,395 $ (196,745 ) $ (14,106 ) $ 746,961 Net income — — — 59,053 — — — 59,053 Other comprehensive income — — — — — — 1,241 1,241 Equity compensation — — 9,756 — — — — 9,756 Exercise of stock options 6 — 158 — — — — 158 Issuance of shares pursuant to vesting of restricted stock units 186 — — — — — — — Net payments for stock issuances and buybacks (232 ) — 1,243 — 232 (19,938 ) — (18,695 ) Dividends declared — — — (7,922 ) — — — (7,922 ) Balance at September 30, 2021 18,870 $ 23 $ 380,215 $ 639,862 4,627 $ (216,683 ) $ (12,865 ) $ 790,552 Nine Months Ended September 30, 2020 Common Stock Additional Paid-in Retained Treasury Stock Accumulated Other Comprehensive Shares Amount Capital Earnings Shares Amount Loss Total Balance at December 31, 2019 18,868 $ 23 $ 346,795 $ 544,840 3,978 $ (164,963 ) $ (12,144 ) $ 714,551 Net income — — — 42,139 — — — 42,139 Other comprehensive loss — — — — — — (7,616 ) (7,616 ) Equity compensation — — 9,472 — — — — 9,472 Exercise of stock options 1 — 37 — — — — 37 Issuance of shares pursuant to vesting of restricted stock units 303 — — — — — — — Net payments for stock issuances and buybacks (314 ) — 1,024 — 314 (24,271 ) — (23,247 ) Cumulative-effect adjustment for adoption of accounting principle — — — (513 ) — — — (513 ) Dividends declared — — — (7,912 ) — — — (7,912 ) Balance at September 30, 2020 18,858 $ 23 $ 357,328 $ 578,554 4,292 $ (189,234 ) $ (19,760 ) $ 726,911 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Dilutive Effect of Stock Options RSUs and PSAs | The dilutive effect of stock options, RSUs, and PSAs for each period reported is summarized below: Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Net Income $ 20,390 $ 17,871 $ 59,053 $ 42,139 Weighted-average number of basic shares outstanding during the period 18,865 18,853 18,864 18,841 Dilutive effect of stock options, RSUs, and performance shares 196 233 213 270 Weighted-average number of diluted shares outstanding during the period 19,061 19,086 19,077 19,111 Basic earnings per share $ 1.08 $ 0.95 $ 3.13 $ 2.24 Diluted earnings per share $ 1.07 $ 0.94 $ 3.10 $ 2.20 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value on Recurring Basis | Financial instruments measured at fair value on a recurring basis and their location within the accompanying consolidated balance sheets are as follows: September 30, 2021 (in thousands) Level 1 Level 2 Level 3 Total Location on Balance Sheet Assets: Forward contract agreements $ — $ 6 $ — $ 6 Prepaid expenses and other assets Deferred compensation investments in cash surrender life insurance — 18,464 — 18,464 Other assets Total $ — $ 18,470 $ — $ 18,470 Liabilities: Deferred compensation plan liabilities $ — $ 18,811 $ — $ 18,811 Other long-term liabilities Interest rate swaps - current portion — 3,584 — 3,584 Accrued expenses and other current liabilities Interest rate swaps - long-term portion — 3,035 — 3,035 Other long-term liabilities Total $ — $ 25,430 $ — $ 25,430 December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Location on Balance Sheet Assets: Forward contract agreements $ — $ 103 $ — $ 103 Prepaid expenses and other assets Deferred compensation investments in cash surrender life insurance — 16,796 — 16,796 Other assets Total $ — $ 16,899 $ — $ 16,899 Liabilities: Deferred compensation plan liabilities $ — $ 17,276 $ — $ 17,276 Other long-term liabilities Interest rate swaps - current portion — 3,693 — 3,693 Accrued expenses and other current liabilities Interest rate swaps - long-term portion — 7,234 — 7,234 Other long-term liabilities Total $ — $ 28,203 $ — $ 28,203 |
Basis of Presentation and Nat_4
Basis of Presentation and Nature of Operations - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2021OfficeSegment | |
Basis of Presentation and Nature of Operations [Line Items] | |
Number of operating segments | Segment | 1 |
Number of reporting segments | Segment | 1 |
Domestic | |
Basis of Presentation and Nature of Operations [Line Items] | |
Number of offices | Office | 55 |
International | |
Basis of Presentation and Nature of Operations [Line Items] | |
Number of offices | Office | 24 |
Basis of Presentation and Nat_5
Basis of Presentation and Nature of Operations - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Deposits | $ 14,069 | $ 9,881 |
Restricted deposits | 34,404 | 68,138 |
Accrued IT and software licensing costs | 1,445 | 2,157 |
Accrued taxes and insurance premiums | 3,504 | 4,327 |
Accrued facilities rental and lease exit costs | 1,351 | 780 |
Accrued interest | 236 | 214 |
Accrued professional services | 3,825 | 2,094 |
Accrued dividends | 2,641 | 2,641 |
Contingent liabilities from acquisitions | 683 | |
Interest rate swap liability - current | 3,584 | 3,693 |
Other accrued expenses and current liabilities | 5,376 | 6,300 |
Total accrued expenses and other current liabilities | $ 70,435 | $ 100,908 |
Restricted Cash - Reconciliatio
Restricted Cash - Reconciliation of Cash and Cash Equivalents, and Restricted Cash to the Total of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Cash And Cash Equivalents [Abstract] | |||||
Cash and cash equivalents | $ 7,883 | $ 13,841 | $ 8,237 | $ 6,482 | |
Restricted cash | [1] | 34,419 | 68,146 | ||
Total of cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows | $ 42,302 | $ 81,987 | $ 8,237 | $ 6,482 | |
[1] | Under a contract with a customer that commenced in the fourth quarter of fiscal year 2020, the Company received advance payments to be used to pay providers of services to the customer, a separate third-party. The advanced payments are treated as restricted cash as the Company is required under the contract to distribute the advanced funds to the third-party providers of services or return the advanced funds to the customer. Because the Company receives the advance payments from the customer, which must be refunded to the customer or remitted to a third party, the cash receipts are treated as borrowings and recorded in restricted cash and accrued expenses and other current |
Contract Receivables, Net - Sum
Contract Receivables, Net - Summary of Contract Receivables, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Billed and billable | $ 223,791 | $ 230,466 |
Allowance for expected credit losses | (8,468) | (7,616) |
Contract receivables, net | $ 215,323 | $ 222,850 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Balance as of December 31, 2020 | $ 909,913 |
Effect of foreign currency translation | (687) |
Balance as of September 30, 2021 | $ 909,226 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Lessee Lease Description [Line Items] | |
Operating leases, option to extend lease | The leases may include options to extend the lease periods for up to 5 years |
Operating leases, existence of option to extend | true |
Operating leases, option to terminate lease | options to terminate the leases within 1 year |
Operating leases, existence of option to terminate | true |
Operating leases, residual value guarantee description | The leases may include a residual value guarantee or a responsibility to return the property to its original state of use. |
Operating leases, existence of residual value guarantee | true |
Additional operating leases not yet commenced, value | $ 113.3 |
Additional operating leases not yet commenced, lease term | 18 years |
Minimum | |
Lessee Lease Description [Line Items] | |
Operating leases, remaining lease term | 1 year |
Maximum | |
Lessee Lease Description [Line Items] | |
Operating leases, remaining lease term | 12 years |
Operating leases, extendable lease term | 5 years |
Operating leases, termination lease term | 1 year |
Leases - Summary of Operating L
Leases - Summary of Operating Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Lessee Lease Description [Line Items] | ||
Operating lease right of use assets, gross | $ 158,827 | $ 159,454 |
Amortization of right-of-use assets | (54,904) | (32,322) |
Total operating lease right-of-use assets | 103,923 | 127,132 |
Real Estate Facilities | ||
Lessee Lease Description [Line Items] | ||
Operating lease right of use assets, gross | 156,020 | 157,010 |
Office Equipment | ||
Lessee Lease Description [Line Items] | ||
Operating lease right of use assets, gross | 2,117 | 1,864 |
Other | ||
Lessee Lease Description [Line Items] | ||
Operating lease right of use assets, gross | $ 690 | $ 580 |
Leases - Summary of Rent Expens
Leases - Summary of Rent Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease costs | $ 8,557 | $ 9,605 | $ 26,004 | $ 28,375 |
Short-term lease costs | 91 | 276 | 327 | 1,149 |
Variable lease costs | 13 | 1 | 32 | 2 |
Total rent expense | $ 8,661 | $ 9,882 | $ 26,363 | $ 29,526 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments Under Non-Cancellable Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
September 30, 2022 | $ 38,473 | |
September 30, 2023 | 24,552 | |
September 30, 2024 | 18,476 | |
September 30, 2025 | 13,622 | |
September 30, 2026 | 12,606 | |
Thereafter | 27,346 | |
Total future minimum lease payments | 135,075 | |
Less: Interest | (12,125) | |
Total operating lease liabilities | 122,950 | |
Operating lease liabilities - current | 35,418 | $ 23,350 |
Operating lease liabilities - non-current | 87,532 | $ 115,614 |
Total operating lease liabilities | $ 122,950 |
Leases - Summary of Other Infor
Leases - Summary of Other Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 18,743 | $ 29,248 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 969 | $ 29,581 |
Weighted-average remaining lease term - operating leases | 5 years 8 months 12 days | 6 years |
Weighted-average discount rate - operating leases | 3.30% | 3.40% |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Average Interest Rate | 1.70% | 2.35% |
Outstanding Balance before debt issuance costs | $ 281,836 | $ 315,781 |
Unamortized debt issuance costs | (2,104) | (2,567) |
Long-term Debt | 279,732 | 313,214 |
Current portion of long-term debt | 10,000 | 10,000 |
Long-term debt | 269,732 | 303,214 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Outstanding Balance before debt issuance costs | 185,000 | 192,500 |
Revolving Credit | ||
Debt Instrument [Line Items] | ||
Outstanding Balance before debt issuance costs | $ 96,836 | $ 123,281 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) | Mar. 03, 2020USD ($)Bank | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||
Credit facility group, number of commercial banks | Bank | 10 | ||
Line of credit facility, expiration date | Mar. 3, 2025 | ||
Line of credit facility, swing line commitment amount | $ 25,000,000 | ||
Line of credit facility, maximum borrowing capacity | 60,000,000 | ||
Line of credit facility, additional revolving credit commitments under existing loan facility | $ 300,000,000 | ||
Line of credit facility, interest coverage ratio covenant | 300.00% | ||
Line of credit facility, leverage ratio covenant | 400.00% | ||
Line of credit facility, leverage ratio covenant step-up pursuant to permitted acquisitions | 425.00% | ||
Debt outstanding exclusive of unamortized debt issuance costs | $ 281,836,000 | $ 315,781,000 | |
Derivative obligation, net | 5,700,000 | ||
Line of credit facility, remaining borrowing capacity | 499,900,000 | ||
Line of credit facility, current borrowing capacity | 373,000,000 | ||
Standby Letters of Credit | |||
Debt Instrument [Line Items] | |||
Letters of credit outstanding, amount | $ 3,300,000 | ||
Federal Funds Open Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 0.50% | ||
Revolving Credit | |||
Debt Instrument [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 600,000,000 | ||
Term Loan | |||
Debt Instrument [Line Items] | |||
Debt instrument, principal amount | 200,000,000 | ||
Line of credit facility | 200,000,000 | ||
Swing Line Loans | |||
Debt Instrument [Line Items] | |||
Line of credit facility | 75,000,000 | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Line of credit facility, swing line commitment amount | $ 75,000,000 | ||
Line of credit facility, commitment fee unused capacity | 0.25% | ||
Maximum | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 2.00% | ||
Minimum | |||
Debt Instrument [Line Items] | |||
Line of credit facility, commitment fee unused capacity | 0.13% | ||
Minimum | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.00% |
Long Term Debt - Schedule of Fu
Long Term Debt - Schedule of Future Scheduled Repayments of Term Loan Principal (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
September 30, 2022 | $ 10,000 | |
September 30, 2023 | 12,500 | |
September 30, 2024 | 15,000 | |
March 3, 2025 (Maturity) | 244,336 | |
Total | 281,836 | $ 315,781 |
Term Loan | ||
Debt Instrument [Line Items] | ||
September 30, 2022 | 10,000 | |
September 30, 2023 | 12,500 | |
September 30, 2024 | 15,000 | |
March 3, 2025 (Maturity) | 147,500 | |
Total | 185,000 | 192,500 |
Revolving Credit | ||
Debt Instrument [Line Items] | ||
March 3, 2025 (Maturity) | 96,836 | |
Total | $ 96,836 | $ 123,281 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients | $ 394,060 | $ 360,315 | $ 1,165,063 | $ 1,072,540 |
Time-and-Materials | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients | 157,571 | 168,250 | 479,632 | 504,772 |
Fixed-Price | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients | 166,121 | 135,260 | 473,901 | 392,525 |
Cost-Based | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients | 70,368 | 56,805 | 211,530 | 175,243 |
U.S. Federal Government | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients | 195,107 | 175,126 | 553,232 | 501,525 |
U.S. State and Local Government | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients | 58,516 | 50,819 | 173,451 | 169,001 |
International Government | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients | 32,249 | 20,194 | 107,175 | 60,861 |
Total Government | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients | 285,872 | 246,139 | 833,858 | 731,387 |
Commercial | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients | $ 108,188 | $ 114,176 | $ 331,205 | $ 341,153 |
Customer Concentration Risk | Revenue from Contract with Customer | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients, Percent | 100.00% | 100.00% | 100.00% | 100.00% |
Customer Concentration Risk | Revenue from Contract with Customer | Time-and-Materials | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients, Percent | 40.00% | 47.00% | 41.00% | 47.00% |
Customer Concentration Risk | Revenue from Contract with Customer | Fixed-Price | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients, Percent | 42.00% | 37.00% | 41.00% | 37.00% |
Customer Concentration Risk | Revenue from Contract with Customer | Cost-Based | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients, Percent | 18.00% | 16.00% | 18.00% | 16.00% |
Customer Concentration Risk | Revenue from Contract with Customer | U.S. Federal Government | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients, Percent | 49.00% | 49.00% | 48.00% | 47.00% |
Customer Concentration Risk | Revenue from Contract with Customer | U.S. State and Local Government | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients, Percent | 15.00% | 14.00% | 15.00% | 16.00% |
Customer Concentration Risk | Revenue from Contract with Customer | International Government | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients, Percent | 8.00% | 5.00% | 9.00% | 5.00% |
Customer Concentration Risk | Revenue from Contract with Customer | Total Government | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients, Percent | 72.00% | 68.00% | 72.00% | 68.00% |
Customer Concentration Risk | Revenue from Contract with Customer | Commercial | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients, Percent | 28.00% | 32.00% | 28.00% | 32.00% |
Energy, Environmental and Infrastructure | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients | $ 156,661 | $ 147,188 | $ 488,018 | $ 445,592 |
Energy, Environmental and Infrastructure | Customer Concentration Risk | Revenue from Contract with Customer | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients, Percent | 40.00% | 41.00% | 42.00% | 42.00% |
Health, Education and Social Programs | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients | $ 182,334 | $ 158,297 | $ 508,255 | $ 461,808 |
Health, Education and Social Programs | Customer Concentration Risk | Revenue from Contract with Customer | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients, Percent | 46.00% | 44.00% | 44.00% | 43.00% |
Safety and Security | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients | $ 28,304 | $ 30,539 | $ 89,120 | $ 90,944 |
Safety and Security | Customer Concentration Risk | Revenue from Contract with Customer | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients, Percent | 7.00% | 8.00% | 7.00% | 8.00% |
Consumer and Financial Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients | $ 26,761 | $ 24,291 | $ 79,670 | $ 74,196 |
Consumer and Financial Services | Customer Concentration Risk | Revenue from Contract with Customer | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue from clients, Percent | 7.00% | 7.00% | 7.00% | 7.00% |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Changes in Contract Balances Due to Adoption of New Accounting Standards (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | ||
Contract assets | $ 154,804 | $ 143,369 |
Contract liabilities | (38,108) | (42,050) |
Net contract assets (liabilities) | 116,696 | $ 101,319 |
Change in contract assets | 11,435 | |
Change in contract liabilities | 3,942 | |
Change in net contract assets (liabilities) | $ 15,377 | |
Percentage of change in contract assets | 8.00% | |
Percentage of change in contract liabilities | (9.40%) | |
Percentage of change in net contract assets (liabilities) | 15.20% |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue From Contract With Customer [Abstract] | ||
Net contract assets (liabilities) | $ 15,377 | |
Revenue related to contract liabilities | $ 21,700 | $ 21,500 |
Revenue Recognition - Additio_2
Revenue Recognition - Additional Information (Detail 1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-10-01 $ in Billions | Sep. 30, 2021USD ($) |
Revenue From Contract With Customer [Line Items] | |
Unfulfilled performance obligation | $ 1.4 |
Minimum | |
Revenue From Contract With Customer [Line Items] | |
Expected period to satisfy performance obligations | 1 year |
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 | Aug. 08, 2018 | Aug. 31, 2017 | Sep. 30, 2016 | [1] |
Interest Rate Swap | |||||
Derivative [Line Items] | |||||
Notional Amount | $ 100 | $ 50 | $ 25 | $ 100 | |
Paid Fixed Interest Rate% | 1.294% | 2.854% | 1.8475% | ||
Beginning Dates of Effected Cash Flows | Feb. 28, 2020 | Aug. 31, 2018 | Aug. 31, 2018 | Jan. 31, 2018 | |
Ending Dates of Effected Cash Flows | Feb. 28, 2025 | Aug. 31, 2023 | Aug. 31, 2023 | Jan. 31, 2023 | |
Interest Rate Swap 2.8510% 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 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. |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Taxes [Line Items] | ||||
Effective income tax rate reconciliation, percent | 31.60% | 27.20% | 29.80% | 25.70% |
Unrecognized tax benefits | $ 900,000 | $ 300,000 | $ 900,000 | $ 300,000 |
Unrecognized tax benefits that would impact effective tax rate | 900,000 | 300,000 | 900,000 | 300,000 |
Unrecognized tax benefits, income tax penalties and interest accrued | $ 0 | $ 100,000 | $ 0 | $ 100,000 |
COVID-19 Pandemic | CARES Act | U.S. Federal Government | ||||
Income Taxes [Line Items] | ||||
Exercised option to defer employer portion of social security tax payment description | Pursuant to the Coronavirus Aid, Relief and Economic Security (“CARES”) Act, the Company exercised the option to defer payment of the employer portion of the Social Security tax, with 50% to be repaid by December 31, 2021 and the remainder by December 31, 2022. | |||
Percentage of deferred employer portion of social security tax repayable | 50.00% | 50.00% | ||
Employer portion of social security tax repayable date | Dec. 31, 2021 | |||
Employer portion of social security tax repayable remainder date | Dec. 31, 2022 | |||
Employer portion of social security tax deferred | $ 20,900,000 | |||
Internal Revenue Service (IRS) | Latest Tax Year | ||||
Income Taxes [Line Items] | ||||
Open tax year | 2020 | |||
Internal Revenue Service (IRS) | Earliest Tax Year | ||||
Income Taxes [Line Items] | ||||
Open tax year | 2018 | |||
State Local and Foreign Jurisdictions | Latest Tax Year | ||||
Income Taxes [Line Items] | ||||
Open tax year | 2020 | |||
State Local and Foreign Jurisdictions | Earliest Tax Year | ||||
Income Taxes [Line Items] | ||||
Open tax year | 2017 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance | $ 771,511 | $ 705,103 | $ 746,961 | $ 714,551 | |
Current period other comprehensive (loss) income: | |||||
Total current period other comprehensive (loss) income | (1,971) | 3,671 | 1,241 | (7,616) | |
Balance | 790,552 | 726,911 | 790,552 | 726,911 | |
Foreign Currency Translation Adjustments | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance | (6,225) | (15,209) | (7,210) | (10,995) | |
Current period other comprehensive (loss) income: | |||||
Other comprehensive income (loss) before reclassifications | (2,872) | 3,881 | (1,722) | (940) | |
Effect of taxes | [1] | 361 | (714) | 196 | (107) |
Total current period other comprehensive (loss) income | (2,511) | 3,167 | (1,526) | (1,047) | |
Balance | (8,736) | (12,042) | (8,736) | (12,042) | |
Gain on Sale of Interest Rate Hedge Agreement | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance | [2] | 833 | 1,368 | 1,096 | 1,634 |
Current period other comprehensive (loss) income: | |||||
Amounts reclassified from accumulated other comprehensive (loss) income | [2],[3] | (180) | (180) | (540) | (540) |
Effect of taxes | [1],[2] | 48 | 47 | 145 | 141 |
Total current period other comprehensive (loss) income | [2] | (132) | (133) | (395) | (399) |
Balance | [2] | 701 | 1,235 | 701 | 1,235 |
Change in Fair Value of Interest Rate Hedge Agreements | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance | [4] | (5,502) | (9,590) | (7,992) | (2,783) |
Current period other comprehensive (loss) income: | |||||
Other comprehensive income (loss) before reclassifications | [4] | (27) | (45) | 1,530 | (10,200) |
Amounts reclassified from accumulated other comprehensive (loss) income | [3],[4] | 943 | 909 | 2,778 | 1,832 |
Effect of taxes | [1],[4] | (244) | (227) | (1,146) | 2,198 |
Total current period other comprehensive (loss) income | [4] | 672 | 637 | 3,162 | (6,170) |
Balance | [4] | (4,830) | (8,953) | (4,830) | (8,953) |
Accumulated Other Comprehensive Loss | |||||
Accumulated Other Comprehensive Income Loss [Line Items] | |||||
Balance | (10,894) | (23,431) | (14,106) | (12,144) | |
Current period other comprehensive (loss) income: | |||||
Other comprehensive income (loss) before reclassifications | (2,899) | 3,836 | (192) | (11,140) | |
Amounts reclassified from accumulated other comprehensive (loss) income | [3] | 763 | 729 | 2,238 | 1,292 |
Effect of taxes | [1] | 165 | (894) | (805) | 2,232 |
Total current period other comprehensive (loss) income | (1,971) | 3,671 | 1,241 | (7,616) | |
Balance | $ (12,865) | $ (19,760) | $ (12,865) | $ (19,760) | |
[1] | The Company’s effective tax rate for the three months ended September 30, 2021 and 2020 was 31.6% and 27.2%, respectively | ||||
[2] | Represents the unamortized value of an interest rate hedge agreement, designated as a cash flow hedge, which was sold on December 1, 2016. The fair value of the interest rate hedge agreement, at the date of the sale, was recorded in other comprehensive income, net of tax, and is being reclassified to interest expense when earnings are impacted by the hedged items and as interest payments are made on the Credit Facility from January 31, 2018 to January 31, 2023 (see Note 8—Derivative Instruments and Hedging Activities). | ||||
[3] | The Company expects to reclassify $0.7 million net gains related to the Gain on Sale of Interest Rate Hedge Agreement and $3.7 million net losses related to the Change in Fair Value of Interest Rate Hedge Agreement from accumulated other comprehensive loss into earnings during the next 12 months | ||||
[4] | Represents the change in fair value of interest rate hedge agreements designated as a cash flow hedge. The fair value of the interest rate hedge agreements was recorded in other comprehensive income and will be reclassified to interest expense when earnings are impacted by the hedged items and as interest payments are made on the Credit Facility from August 31, 2018 to February 28, 2025 (see Note 8—Derivative Instruments and Hedging Activities). |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | ||||
Expects to reclassify net gains from accumulated other comprehensive loss into earnings | $ 0.7 | |||
Expects to reclassify net losses related to change in fair value of interest rate hedge agreement from accumulated other comprehensive loss into earnings | $ 3.7 | $ 3.7 | ||
Effective tax rate | 31.60% | 27.20% | 29.80% | 25.70% |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Changes in Stockholders' Equity (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Balance | $ 771,511 | $ 705,103 | $ 746,961 | $ 714,551 |
Net income | 20,390 | 17,871 | 59,053 | 42,139 |
Other comprehensive income (loss) | (1,971) | 3,671 | 1,241 | (7,616) |
Equity compensation | 3,593 | 3,128 | 9,756 | 9,472 |
Exercise of stock options | 158 | 37 | ||
Net payments for stock issuances and buybacks | (330) | (223) | (18,695) | (23,247) |
Dividends declared | (2,641) | (2,639) | (7,922) | (7,912) |
Balance | $ 790,552 | 726,911 | $ 790,552 | 726,911 |
Cumulative-Effect Adjustments for Adoption of Accounting Principle | Revision of Prior Period, Adjustment | ||||
Balance | $ (513) | $ (513) | ||
Accounting Standards Update Extensible List | us-gaap:AccountingStandardsUpdate201613Member | |||
Common Stock | ||||
Balance (in shares) | 18,860 | 18,849 | 18,910 | 18,868 |
Balance | $ 23 | $ 23 | $ 23 | $ 23 |
Exercise of stock options (in shares) | 6 | 1 | ||
Issuance of shares pursuant to vesting of restricted stock units (in shares) | 13 | 12 | 186 | 303 |
Net payments for stock issuances and buybacks (in shares) | (3) | (3) | (232) | (314) |
Balance (in shares) | 18,870 | 18,858 | 18,870 | 18,858 |
Balance | $ 23 | $ 23 | $ 23 | $ 23 |
Additional Paid-in Capital | ||||
Balance | 376,622 | 354,200 | 369,058 | 346,795 |
Equity compensation | 3,593 | 3,128 | 9,756 | 9,472 |
Exercise of stock options | 158 | 37 | ||
Net payments for stock issuances and buybacks | 1,243 | 1,024 | ||
Balance | 380,215 | 357,328 | 380,215 | 357,328 |
Retained Earnings | ||||
Balance | 622,113 | 563,322 | 588,731 | 544,840 |
Net income | 20,390 | 17,871 | 59,053 | 42,139 |
Dividends declared | (2,641) | (2,639) | (7,922) | (7,912) |
Balance | $ 639,862 | 578,554 | $ 639,862 | 578,554 |
Retained Earnings | Cumulative-Effect Adjustments for Adoption of Accounting Principle | Revision of Prior Period, Adjustment | ||||
Balance | $ (513) | $ (513) | ||
Accounting Standards Update Extensible List | us-gaap:AccountingStandardsUpdate201613Member | |||
Treasury Stock | ||||
Balance (in shares) | 4,624 | 4,289 | 4,395 | 3,978 |
Balance | $ (216,353) | $ (189,011) | $ (196,745) | $ (164,963) |
Net payments for stock issuances and buybacks (in shares) | 3 | 3 | 232 | 314 |
Net payments for stock issuances and buybacks | $ (330) | $ (223) | $ (19,938) | $ (24,271) |
Balance (in shares) | 4,627 | 4,292 | 4,627 | 4,292 |
Balance | $ (216,683) | $ (189,234) | $ (216,683) | $ (189,234) |
Accumulated Other Comprehensive Loss | ||||
Balance | (10,894) | (23,431) | (14,106) | (12,144) |
Other comprehensive income (loss) | (1,971) | 3,671 | 1,241 | (7,616) |
Balance | $ (12,865) | $ (19,760) | $ (12,865) | $ (19,760) |
Accounting for Stock-based Co_2
Accounting for Stock-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 04, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Allocated share-based compensation expense | $ 5.2 | $ 4.5 | $ 15.8 | $ 13.6 | |
Restricted Stock Units (RSUs) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period | 78,938 | ||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value | $ 89.01 | ||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | 11.5 | $ 11.5 | |||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 1 year 7 months 6 days | ||||
Restricted Stock Units (RSUs) | Non-employee Directors | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period | 11,186 | ||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value | $ 90.73 | ||||
Cash Settled RSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period | 51,011 | ||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value | $ 89.13 | ||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | 7.9 | $ 7.9 | |||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 1 year 7 months 6 days | ||||
Performance Shares | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period | 35,318 | ||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value | $ 95.72 | ||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized | $ 4 | $ 4 | |||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 1 year 2 months 12 days | ||||
Omnibus Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, number of shares grants | 1,600,000 | 37,077 | |||
Share-based compensation arrangement by share-based payment award, number of additional awards | 0 | ||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 995,042 | 995,042 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - ITG - Indemnity $ in Millions | Jan. 31, 2020 | Dec. 31, 2022USD ($) | Sep. 30, 2021Payment |
Business Acquisition [Line Items] | |||
Business combination, number of payment outstanding | Payment | 1 | ||
Percentage of fair value acquisition discounting liabilities | 3.25% | ||
Forecast | |||
Business Acquisition [Line Items] | |||
Purchase price acquisition | $ | $ 1.3 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 452 | 0 | 19,386 |
Performance Shares | Initial Performance Vesting Period | ||||
Share-based compensation arrangement by share-based payment award, award vesting period | 2 years |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Dilutive Effect of Stock Options RSUs and PSAs (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net Income | $ 20,390 | $ 17,871 | $ 59,053 | $ 42,139 |
Weighted-average number of basic shares outstanding during the period | 18,865 | 18,853 | 18,864 | 18,841 |
Dilutive effect of stock options, RSUs, and performance shares | 196 | 233 | 213 | 270 |
Weighted-average number of diluted shares outstanding during the period | 19,061 | 19,086 | 19,077 | 19,111 |
Basic earnings per share | $ 1.08 | $ 0.95 | $ 3.13 | $ 2.24 |
Diluted earnings per share | $ 1.07 | $ 0.94 | $ 3.10 | $ 2.20 |
Share Repurchase Program - Addi
Share Repurchase Program - Additional Information (Details) | 9 Months Ended | |
Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($)shares | |
Equity Class Of Treasury Stock [Line Items] | ||
Stock repurchase program, authorized amount | $ 100,000,000 | |
Line of credit facility, condition permitted for unlimited share repurchases, leverage ratio | 3.50 | |
Stock Repurchased During Period, Value | $ 14,700,000 | $ 16,600,000 |
Stock Repurchased During Period, Shares | shares | 173,000 | 206,820 |
Credit Facility | ||
Equity Class Of Treasury Stock [Line Items] | ||
Stock repurchase program, remaining authorized repurchase amount | $ 31,300,000 |
Fair Value - Schedule of Financ
Fair Value - Schedule of Financial Instruments Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Assets, Total | $ 18,470 | $ 16,899 |
Liabilities: | ||
Liabilities, Total | 25,430 | 28,203 |
Forward Contract Agreements | Prepaid Expenses and Other | ||
Assets: | ||
Assets, Total | 6 | 103 |
Deferred Compensation Investments in Cash Surrender Life Insurance | Other Assets | ||
Assets: | ||
Assets, Total | 18,464 | 16,796 |
Deferred Compensation Plan Liabilities | Other Long-Term Liabilities | ||
Liabilities: | ||
Liabilities, Total | 18,811 | 17,276 |
Interest Rate Swap | Other Long-Term Liabilities | ||
Liabilities: | ||
Liabilities, Total | 3,035 | 7,234 |
Interest Rate Swap | Accrued Expenses and Other Current Liabilities | ||
Liabilities: | ||
Liabilities, Total | 3,584 | 3,693 |
Level 2 | ||
Assets: | ||
Assets, Total | 18,470 | 16,899 |
Liabilities: | ||
Liabilities, Total | 25,430 | 28,203 |
Level 2 | Forward Contract Agreements | Prepaid Expenses and Other | ||
Assets: | ||
Assets, Total | 6 | 103 |
Level 2 | Deferred Compensation Investments in Cash Surrender Life Insurance | Other Assets | ||
Assets: | ||
Assets, Total | 18,464 | 16,796 |
Level 2 | Deferred Compensation Plan Liabilities | Other Long-Term Liabilities | ||
Liabilities: | ||
Liabilities, Total | 18,811 | 17,276 |
Level 2 | Interest Rate Swap | Other Long-Term Liabilities | ||
Liabilities: | ||
Liabilities, Total | 3,035 | 7,234 |
Level 2 | Interest Rate Swap | Accrued Expenses and Other Current Liabilities | ||
Liabilities: | ||
Liabilities, Total | $ 3,584 | $ 3,693 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event | Nov. 02, 2021$ / shares |
Subsequent Event [Line Items] | |
Dividend declaration date | Nov. 2, 2021 |
Cash dividend per share | $ 0.14 |
Dividend payment date | Jan. 12, 2022 |
Dividend record date | Dec. 10, 2021 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Jun. 10, 2016 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 |
Loss Contingencies [Line Items] | ||||
Community development related to claim | $ 220.2 | |||
Board of Directors Chairman | Performance Shares | ||||
Loss Contingencies [Line Items] | ||||
Shares granted vested and accelerated | 34,276 | 34,276 | ||
OCD vs ICF Emergency | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency damages sought value | $ 200.8 | |||
Road Home Contract | ||||
Loss Contingencies [Line Items] | ||||
Contract term, period | 3 years | |||
Contract award, value | $ 912 |