ICF International, Inc. (NASDAQ:ICFI) Q4 2021 Results Conference Call February 24, 2022 4:30 PM ET Company Participants Lynn Morgen - Founding Partner, AdvisIRy Partners, IR John Wasson - Chairman, President & CEO Bettina Welsh - CFO James Morgan - Chief of Business Operations Barry Broadus - Incoming CFO Conference Call Participants Joseph Vafi - Canaccord Jasper Bibb - Truist Securities Marc Riddick - Sidoti Operator Welcome to the Q4 and Full Year 2021 ICF Earnings Conference Call. My name is Cheryl, and ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number: 001-33045 ICF INTERNATIONAL, INC. (Exact name of Registrant as specified in its charter) Delaware 22-3661438 (State or other jurisdictio ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-33045 ICF International, Inc. Washington, D.C. 20549 (Exact name of Registrant as Specified in its Charter) Delaware 22-3661438 (State or Other Ju ...

ICF International, Inc. (NASDAQ:ICFI) Q3 2021 Earnings Conference Call November 2, 2021 4:30 PM ET Company Participants Lynn Morgen - Founding Partner, Advisiry Partners, IR John Wasson - Chairman, President & CEO Bettina Welsh - Chief Financial Officer Conference Call Participants Tobey Sommer - Truist Securities Joseph Vafi - Canaccord Genuity Trevor Romeo - William Blair Marc Riddick - Sidoti & Company Operator Welcome to the Third Quarter 2021 ICF Earnings Conference Call. My name is Vanessa, and I will ...

ICF International, Inc. (NASDAQ:ICFI) Q2 2021 Earnings Conference Call August 3, 2021 4:30 PM ET Company Participants Lynn Morgen - AdvisIRy Partners John Wasson - Chairman, President & CEO Bettina Welsh - SVP & CFO James Morgan - EVP & Chief, Business Operations Conference Call Participants Tobey Sommer - Truist Securities Joseph Vafi - Canaccord Genuity Samuel England - Berenberg Andrew Nicholas - William Blair & Company Kevin Steinke - Barrington Research Associates Marc Riddick - Sidoti & Company Operat ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-33045 ICF International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 22-3661438 (State or Other Jurisdi ...

ICF International, Inc. (NASDAQ:ICFI) Q1 2021 Earnings Conference Call May 4, 2021 4:30 PM ET Company Participants Lynn Morgen - Investor Relations, AdvisIRy Partners John Wasson - President & Chief Executive Officer Bettina Welsh - Chief Financial Officer Conference Call Participants Joseph Vafi - Canaccord Genuity Tobey Sommer - Truist Securities Trevor Romeo - William Blair & Company Marc Riddick - Sidoti & Company Operator Welcome to the First Quarter 2021 ICF Earnings Conference Call. My name is Vaness ...

Revenue Breakdown - For the three months ended March 31, 2021, government clients accounted for approximately 71.4% of total revenues[76] - The remaining 28.6% of total revenue was primarily generated from commercial energy markets and marketing services, with commercial marketing services representing less than 9.6% of total revenues[77] - Governmental revenue increased by $30.8 million or 12.9%, while commercial revenue decreased by $10.6 million or 8.9% year-over-year[86] - Revenue for the three months ended March 31, 2021 was $378.5 million, an increase of $20.2 million or 5.6% compared to $358.2 million for the same period in 2020[86] - Service revenue grew by $24.2 million or 9.5% year-over-year, representing 73.97% of total revenue for the three months ended March 31, 2021[97] Operational Performance - The company experienced a continuity in work for government clients despite challenges posed by COVID-19, indicating resilience in demand for services[76] - The company continues to monitor the impact of COVID-19 on its operations and is taking actions to mitigate adverse consequences[78] - The company is focused on enhancing client relationships and integrating strategic acquisitions to drive future growth[73] Financial Metrics - Operating income rose to $28.1 million for the three months ended March 31, 2021, an increase of $11.8 million or 72.4% from $16.3 million in 2020[92] - Net income for the three months ended March 31, 2021 was $18.4 million, a 72.9% increase from $10.6 million in the same period last year[86] - Adjusted EBITDA for the three months ended March 31, 2021 was $37.7 million, compared to $28.0 million for the same period in 2020[103] Costs and Expenses - Direct costs for the three months ended March 31, 2021 were $232.1 million, an increase of $1.5 million or 0.6% compared to $230.6 million in 2020[88] - Indirect and selling expenses increased to $110.0 million, a rise of $6.7 million or 6.5% compared to $103.3 million in 2020[89] - The effective income tax rate for the three months ended March 31, 2021 was 26.7%, up from 18.3% in the same period last year[95] - Interest expense decreased to $2.7 million for the three months ended March 31, 2021, down $0.8 million or 23.9% from $3.5 million in 2020[93] Cash Flow and Liquidity - Cash and cash equivalents decreased to $8.6 million as of March 31, 2021, down from $13.8 million on December 31, 2020, a decline of 37.0%[115] - Net cash provided by operating activities was $4.96 million for Q1 2021, compared to a cash outflow of $15.23 million in Q1 2020[124] - Cash used in investing activities was $3.6 million for Q1 2021, significantly lower than $257.7 million in Q1 2020[125] - Contract receivables decreased to $214.3 million as of March 31, 2021, from $222.9 million on December 31, 2020, a decrease of 3.0%[115] Shareholder Returns - The company repurchased 151,200 shares at an average price of $84.36 per share during Q1 2021[122] - Cash dividends paid during both periods totaled $2.6 million, indicating consistent shareholder returns[126] Debt and Financing - Long-term debt increased to $326.9 million as of March 31, 2021, from $315.8 million on December 31, 2020, an increase of 3.5%[119] - The company has $33.3 million remaining available for share repurchases under the Credit Facility as of March 31, 2021[123] - For the three months ended March 31, 2021, cash flows used in financing activities amounted to $33.3 million, primarily due to restricted contract funds payment of $27.1 million and stock buybacks of $17.1 million[126] - The company experienced a significant decrease in financing cash flows from 2020 to 2021, reflecting a drop of approximately 89.8%[126] Workforce and Operations - The company had nearly 7,500 full and part-time employees globally, serving clients from over 56 regional offices in the U.S. and more than 22 international offices[80] - The company has utilized staff reductions and furloughs in response to the pandemic but has been able to reduce these measures as of March 31, 2021[79] - The company plans to begin a phased return to in-person operations no earlier than September 2021, depending on the COVID-19 situation[78] Market Position - The company believes it is well positioned to provide a broad range of services in support of federal, state, local, and international government initiatives[74] - There have been no material changes in the disclosures regarding market risk as per the Annual Report[127] Earnings Per Share - Non-GAAP diluted EPS for Q1 2021 was $1.13, up from $0.83 in Q1 2020, reflecting a 36.1% increase[110] Days Sales Outstanding - Days-sales-outstanding (DSO) increased to 80 days for Q1 2021, compared to 67 days for Q4 2020 and 88 days for Q1 2020[116]

ICF International, Inc. (NASDAQ:ICFI) Q4 2020 Earnings Conference Call February 25, 2021 4:30 PM ET Company Participants Lynn Morgen - Investor Relations, AdvisIRy Partners John Wasson - President and Chief Executive Officer Bettina Garcia Welsh - Chief Financial Officer Conference Call Participants Joseph Vafi - Canaccord Genuity Tobey Sommer - Truist Securities Sam England - Berenberg Capital Markets LLC Trevor Romeo - William Blair & Company Kevin Steinke - Barrington Research Associates, Inc. Marc Riddi ...

Part I [Business](index=4&type=section&id=ITEM%201.%20Business) ICF provides professional services and technology-based solutions to government and commercial clients across four key markets Key Financial Metrics | Financial Metric | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | **Revenue** | $1,506.9M | $1,478.5M | $1,338.0M | | **Total Backlog** | $2,897.6M | $2,402.7M | $2,377.7M | - The company's primary services include Advisory, Program Implementation, Analytics, Digital, and Engagement Services[19](index=19&type=chunk) - In January 2020, ICF acquired Incentive Technology Group, LLC (ITG) to strengthen its offerings in **IT modernization and cloud-based platform services** for the federal government[42](index=42&type=chunk)[59](index=59&type=chunk) Revenue by Client Type | Client Type | 2020 Revenue % | 2019 Revenue % | 2018 Revenue % | | :--- | :--- | :--- | :--- | | **Government** | 65% | 65% | 64% | | **Commercial** | 35% | 35% | 36% | [Key Markets and Services](index=6&type=section&id=1.1%20Key%20Markets%20and%20Services) ICF operates across four key markets, providing energy, health, security, and consumer-focused professional services and solutions - In the **Energy, Environment, and Infrastructure** market, ICF assists with power market analysis, energy efficiency programs, and environmental compliance for infrastructure projects[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) - In **Health, Education, and Social Programs**, the company supports HHS, NIH, and CDC with data collection, program management, and IT applications, including extensive support for disaster recovery programs[37](index=37&type=chunk) - The **Safety and Security** market work includes supporting DoD with logistics and cybersecurity, and DHS with critical infrastructure protection and emergency preparedness[42](index=42&type=chunk)[43](index=43&type=chunk) - In the **Consumer and Financial** market, ICF combines strategic communications and marketing with interactive technologies to help companies engage with customers, focusing on loyalty marketing and e-commerce[44](index=44&type=chunk) [Client and Contract Mix](index=13&type=section&id=1.2%20Client%20and%20Contract%20Mix) In 2020, government clients represented 65% of revenue, with HHS being the largest, while prime contracts constituted 92% of total revenue Top Government Clients by Revenue Percentage | Top Government Client | 2020 Revenue % | 2019 Revenue % | 2018 Revenue % | | :--- | :--- | :--- | :--- | | Dept. of Health and Human Services | 17% | 16% | 17% | | Dept. of Defense | 6% | 6% | 5% | | Dept. of State | 5% | 4% | 6% | | Commonwealth of Puerto Rico | 4% | 8% | — | - Revenue from prime contracts accounted for approximately **92% of total revenue** in 2020, 2019, and 2018[69](index=69&type=chunk) - International revenues **decreased by $41.0 million** to $153.5 million in 2020, a decline attributed to COVID-19 impacts on programs for clients in Europe and the U.K[71](index=71&type=chunk) [Contract Backlog](index=14&type=section&id=1.3%20Contract%20Backlog) The company's total contract backlog increased to $2.9 billion at the end of 2020, driven by growth in both funded and unfunded components Contract Backlog Breakdown (in millions) | Backlog (in millions) | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | **Funded** | $1,522.3 | $1,268.4 | $1,140.1 | | **Unfunded** | $1,375.3 | $1,134.3 | $1,237.6 | | **Total Backlog** | $2,897.6 | $2,402.7 | $2,377.7 | - Total backlog is defined as the future revenue expected from contracts and other engagements, including priced but unexercised contract options[72](index=72&type=chunk) [Human Capital](index=15&type=section&id=1.4%20Human%20Capital) ICF employed approximately 7,500 people with a low voluntary turnover rate and a strong commitment to diversity and inclusion - The company employs approximately 7,500 people, with a **voluntary turnover rate of 11.7%** in 2020, significantly below the industry benchmark[83](index=83&type=chunk) - In 2020, **56% of employees identified as female**, and within the U.S., 21% classified as non-white, while 50% of managers are female[85](index=85&type=chunk) - The company promoted 11.2% of its employees in 2020 and its learning and development programs achieved a **93.1% satisfaction rating**[84](index=84&type=chunk) [Risk Factors](index=16&type=section&id=ITEM%201A.%20Risk%20Factors) The company faces material risks from its dependence on government contracts, the COVID-19 pandemic, cybersecurity threats, and acquisition integration - A majority of revenue is derived from government contracts, making the company **vulnerable to budget delays, continuing resolutions, and government shutdowns**[87](index=87&type=chunk)[91](index=91&type=chunk) - The **COVID-19 pandemic** presents risks including reduced demand for services, slowdowns in client decision-making, and potential workforce disruptions[92](index=92&type=chunk)[94](index=94&type=chunk) - The completed Road Home contract with the State of Louisiana continues to pose a risk, with a pending lawsuit seeking approximately **$220.2 million in alleged overpayments**[125](index=125&type=chunk)[128](index=128&type=chunk) - **Cybersecurity attacks** are a constant risk, with heightened threats due to the company's status as a federal contractor handling sensitive data[135](index=135&type=chunk)[136](index=136&type=chunk) - As of December 31, 2020, **goodwill and purchased intangibles accounted for approximately 55% and 4% of total assets**, respectively, creating a risk of impairment write-downs[147](index=147&type=chunk) [Properties](index=29&type=section&id=ITEM%202.%20Properties) ICF leases all its office space, totaling approximately 1.3 million square feet, and has secured a new headquarters lease in Reston, Virginia - The company leases all its properties, with approximately **1.3 million square feet** of office space in over 75 locations as of year-end 2020[160](index=160&type=chunk) - A new corporate headquarters lease in Reston, VA will commence on March 1, 2022, covering approximately **208,000 square feet** with a term extending to April 2039[159](index=159&type=chunk) [Legal Proceedings](index=29&type=section&id=ITEM%203.%20Legal%20Proceedings) The company is involved in ordinary course legal matters and provides a specific update on the Road Home contract litigation - The company is involved in various legal matters, but does not believe they will have a material adverse effect on its financial position[161](index=161&type=chunk) - Litigation related to the **Road Home contract** is ongoing and discussed further in Note 20 of the financial statements[162](index=162&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=30&type=section&id=ITEM%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) ICF's stock trades on NASDAQ as 'ICFI', the company plans to continue dividends, and it repurchased 71,762 shares in Q4 2020 - The company's common stock trades on the NASDAQ Global Select Market under the symbol **'ICFI'**[166](index=166&type=chunk) Q4 2020 Share Repurchase Activity | Period | Total Shares Purchased | Average Price Paid per Share | Shares Purchased as Part of Program | Approx. Dollar Value Remaining in Program | | :--- | :--- | :--- | :--- | :--- | | **Q4 2020 Total** | 102,437 | $73.33 | 71,762 | $46,097,458 | - The current share repurchase program, extended in November 2019, authorizes up to **$100.0 million** in repurchases[174](index=174&type=chunk) [Selected Financial Data](index=33&type=section&id=ITEM%206.%20Selected%20Financial%20Data) The company shows consistent five-year revenue growth to $1.51 billion in 2020, with fluctuating net income and steadily growing total assets Selected Financial Data | (in thousands, except per share) | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | **Revenue** | $1,506,875 | $1,478,525 | $1,337,973 | | **Operating Income** | $89,109 | $101,393 | $92,272 | | **Net Income** | $54,959 | $68,938 | $61,400 | | **Diluted EPS** | $2.87 | $3.59 | $3.18 | | **Total Assets** | $1,667,290 | $1,396,034 | $1,213,862 | | **Total Stockholders' Equity** | $746,961 | $714,551 | $660,417 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=ITEM%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Revenue grew 1.9% in 2020, but net income decreased 20.3% due to higher costs, while liquidity improved with strong cash from operations Key Performance Changes (2020 vs 2019) | Metric | 2020 vs 2019 Change | Reason | | :--- | :--- | :--- | | **Revenue** | +1.9% | Increase in federal government revenue (including ITG acquisition), offset by decreases in state/local and international government revenue | | **Operating Income** | -12.1% | Increase in indirect & selling expenses and amortization of intangible assets | | **Net Income** | -20.3% | Lower operating income and higher interest expense | | **Cash from Operations** | +$81.7M | Strong collections on disaster relief contracts and deferred employer social security taxes under the CARES Act | - The company completed the acquisition of Incentive Technology Group (ITG) in January 2020 for **$255.0 million** to enhance its IT modernization and cloud platform services for federal clients[197](index=197&type=chunk) - The COVID-19 pandemic negatively impacted commercial marketing services related to travel and events, but the majority of government work continued; the company deferred **$20.9 million** in employer Social Security taxes under the CARES Act[189](index=189&type=chunk)[190](index=190&type=chunk) [Results of Operations](index=44&type=section&id=7.1%20Results%20of%20Operations) In 2020, revenue grew 1.9% to $1.51 billion, while operating income and net income fell 12.1% and 20.3% respectively due to higher costs Consolidated Results of Operations | (in thousands) | 2020 | 2019 | % Change | | :--- | :--- | :--- | :--- | | **Revenue** | $1,506,875 | $1,478,525 | 1.9% | | **Direct Costs** | $972,406 | $953,187 | 2.0% | | **Indirect and selling expenses** | $411,612 | $395,763 | 4.0% | | **Amortization of intangible assets** | $13,349 | $8,083 | 65.1% | | **Operating Income** | $89,109 | $101,393 | (12.1)% | | **Net Income** | $54,959 | $68,938 | (20.3)% | - The increase in indirect and selling expenses was driven by higher indirect labor and compensation costs, including **$8.8 million** related to the retiring Executive Chair's employment agreement, and **$4.4 million** in expenses for lease terminations[251](index=251&type=chunk) - The effective tax rate increased to **26.4%** in 2020 from 23.6% in 2019[257](index=257&type=chunk) [Non-GAAP Measures](index=45&type=section&id=7.2%20Non-GAAP%20Measures) The company's non-GAAP metrics show a 4.1% growth in service revenue and a slight increase in Non-GAAP Diluted EPS to $4.17 Reconciliation of Revenue to Service Revenue | (in thousands) | 2020 | 2019 | | :--- | :--- | :--- | | **Revenue** | $1,506,875 | $1,478,525 | | **Subcontractor and other direct costs** | $(463,364) | $(475,717) | | **Service revenue** | $1,043,511 | $1,002,808 | Reconciliation of Net Income to Adjusted EBITDA | (in thousands) | 2020 | 2019 | | :--- | :--- | :--- | | **Net income** | $54,959 | $68,938 | | **EBITDA** | $122,857 | $129,575 | | **Total special charges and adjustments** | $20,305 | $5,208 | | **Adjusted EBITDA** | $143,162 | $134,783 | Reconciliation of GAAP EPS to Non-GAAP EPS | Per Share Data | 2020 | 2019 | | :--- | :--- | :--- | | **Diluted EPS (GAAP)** | $2.87 | $3.59 | | **Total Adjustments** | $1.30 | $0.56 | | **Non-GAAP EPS** | $4.17 | $4.15 | [Liquidity and Capital Resources](index=48&type=section&id=7.3%20Liquidity%20and%20Capital%20Resources) Liquidity strengthened with a significant increase in cash from operations to $173.1 million and an improved DSO of 67 days - In March 2020, the company amended its Credit Facility, adding a **$200.0 million term loan** and extending the maturity to March 2025[268](index=268&type=chunk) Summary of Cash Flows | (in thousands) | 2020 | 2019 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $173,145 | $91,440 | | **Net cash used in investing activities** | $(270,948) | $(30,470) | | **Net cash provided by (used in) financing activities** | $169,955 | $(67,640) | - **Days-sales-outstanding (DSO) decreased from 83 days** at year-end 2019 to **67 days** at year-end 2020, primarily due to strong collections from disaster relief contracts and accelerated collections for media placements[273](index=273&type=chunk)[284](index=284&type=chunk) - During 2020, the company repurchased 278,582 shares at an average price of $78.66 per share; **$46.1 million remained available for repurchases** at year-end[281](index=281&type=chunk)[489](index=489&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=52&type=section&id=ITEM%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is primarily exposed to interest rate risk, managed via swaps, and foreign exchange risk from its international operations - A **1% increase in interest rates** would have increased 2020 interest expense by approximately **$4.3 million**[294](index=294&type=chunk) - The company has four interest rate swap agreements with a total notional amount of **$200.0 million** to hedge against interest rate changes[294](index=294&type=chunk) - A **10% change in the value of the U.S. dollar** against all currencies would have an estimated impact on revenue of approximately **$11.7 million**[294](index=294&type=chunk) [Controls and Procedures](index=53&type=section&id=ITEM%209A.%20Controls%20and%20Procedures) Management and the independent auditor concluded that the company's disclosure controls, procedures, and internal controls were effective - The Principal Executive Officer and Principal Financial Officer concluded that **disclosure controls and procedures were effective** as of December 31, 2020[298](index=298&type=chunk) - Management concluded that **internal control over financial reporting was effective** as of December 31, 2020, based on the COSO framework[299](index=299&type=chunk) Part III Part III incorporates information by reference from the company's 2021 Proxy Statement for items 10 through 14 [Directors, Executive Officers, and Corporate Governance](index=54&type=section&id=ITEM%2010.%20Directors%2C%20Executive%20Officers%2C%20and%20Corporate%20Governance) Information required by this item is incorporated by reference from the company's 2021 Proxy Statement - Information regarding directors, executive officers, and corporate governance is **incorporated by reference** from the 2021 Proxy Statement[306](index=306&type=chunk) [Executive Compensation](index=54&type=section&id=ITEM%2011.%20Executive%20Compensation) Information required by this item is incorporated by reference from the company's 2021 Proxy Statement - Information regarding executive compensation is **incorporated by reference** from the 2021 Proxy Statement[307](index=307&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=54&type=section&id=ITEM%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information required by this item is incorporated by reference from the company's 2021 Proxy Statement - Information regarding security ownership is **incorporated by reference** from the 2021 Proxy Statement[308](index=308&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=54&type=section&id=ITEM%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information required by this item is incorporated by reference from the company's 2021 Proxy Statement - Information regarding certain relationships, related transactions, and director independence is **incorporated by reference** from the 2021 Proxy Statement[309](index=309&type=chunk) [Principal Accountant Fees and Services](index=54&type=section&id=ITEM%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information required by this item is incorporated by reference from the company's 2021 Proxy Statement - Information regarding principal accountant fees and services is **incorporated by reference** from the 2021 Proxy Statement[310](index=310&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=55&type=section&id=ITEM%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section contains the consolidated financial statements, auditor's report, and exhibits, with revenue recognition on fixed-price contracts noted as a critical audit matter - The independent auditor, Grant Thornton LLP, issued an **unqualified opinion** on the financial statements and internal controls over financial reporting[324](index=324&type=chunk)[325](index=325&type=chunk)[338](index=338&type=chunk) - The auditor identified **'Revenue Recognition – Estimates-at-Completion'** for fixed-price contracts as a critical audit matter due to the significant management judgments involved[329](index=329&type=chunk)[330](index=330&type=chunk)[331](index=331&type=chunk) [Note 10 - Long-Term Debt](index=76&type=section&id=Note%2010%20-%20Long-Term%20Debt) Total long-term debt increased to $313.2 million due to a new $200 million term loan used to finance the ITG acquisition Long-Term Debt Composition | (in thousands) | Dec 31, 2020 | Dec 31, 2019 | | :--- | :--- | :--- | | Term Loan | $192,500 | $— | | Revolving Credit | $123,281 | $165,444 | | **Total before debt issuance costs** | **$315,781** | **$165,444** | - In March 2020, the company amended its credit facility to add a **$200 million term loan**, increase the swing line to $75 million, and extend the maturity to March 3, 2025[424](index=424&type=chunk) - Financial covenants require an Interest Coverage Ratio of not less than 3.00 to 1.00 and a Leverage Ratio of not more than 4.00 to 1.00; the company was **in compliance** as of year-end[426](index=426&type=chunk) [Note 15 - Accounting for Stock-Based Compensation](index=84&type=section&id=Note%2015%20-%20Accounting%20for%20Stock-Based%20Compensation) The company recognized $24.6 million in stock-based compensation expense in 2020, with $22.1 million in unrecognized expense remaining Stock-Based Compensation Expense | (in thousands) | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | **Total Stock-Based Comp. Expense** | $24,570 | $26,031 | $19,581 | - As of December 31, 2020, there were **305,399 non-vested RSUs** and **241,481 non-vested CSRSUs** outstanding[466](index=466&type=chunk)[469](index=469&type=chunk) - Performance Share Awards (PSAs) vest based on two goals: **compounded annual growth in EPS** and **relative Total Shareholder Return (rTSR)** over a three-year period[473](index=473&type=chunk) [Note 16 - Business Combinations](index=89&type=section&id=Note%2016%20-%20Business%20Combinations) The company acquired ITG for $255.0 million, resulting in $188.3 million of goodwill, and also acquired Eco-Tech Consultants, Inc - The company acquired ITG on January 31, 2020, for **$255.0 million** to augment its federal government business with cloud-based platform services[480](index=480&type=chunk) - The ITG acquisition resulted in preliminary allocations of **$188.3 million to goodwill** and **$47.3 million to other intangible assets**, with the goodwill expected to be deductible for tax purposes[481](index=481&type=chunk) [Note 20 - Commitment and Contingencies](index=91&type=section&id=Note%2020%20-%20Commitment%20and%20Contingencies) The company faces a $220.2 million claim from the State of Louisiana regarding the Road Home Program, which it believes is without merit - The State of Louisiana is seeking approximately **$220.2 million** from an ICF subsidiary related to the administration of the Road Home Program, which ended in 2009; the company believes the claim is without merit[496](index=496&type=chunk)[498](index=498&type=chunk) - Executive Chair Sudhakar Kesavan retired on December 31, 2020, triggering compensation under his employment agreement, including **$1.8 million in severance** and a **$0.9 million pro rata bonus**[499](index=499&type=chunk)