- Significantly expands ICF's IT modernization services to U.S. federal government clients
FAIRFAX, Va., Jan. 13, 2020 /PRNewswire/ -- ICF (NASDAQ:ICFI), a global consulting and technology services provider, announced that it has entered into a definitive agreement to acquire Incentive Technology Group, LLC ("ITG"), one of Å·²©ÓéÀÖ leading and fastest growing providers of cloud-based platform services to Å·²©ÓéÀÖ U.S. federal government. ITG had revenues of approximately $90 million in 2019 and ended Å·²©ÓéÀÖ year with a revenue run-rate in excess of $100 million. The purchase price is $255 million, funded by ICF's existing credit facility. The closing of this transaction, subject to regulatory approval and customary closing conditions, is expected to occur in Å·²©ÓéÀÖ first quarter of this year and to be accretive on a non-GAAP EPS basis in 2020.
Commenting on Å·²©ÓéÀÖ acquisition, John Wasson, ICF president and chief executive officer, said, "This transaction is aligned with our strategy to complement organic growth with acquisitions that strengÅ·²©ÓéÀÖn ICF's position in key growth areas. IT modernization and cloud togeÅ·²©ÓéÀÖr is estimated to be approximately a $21 billion federal market and one in which ICF already has gained traction through organic expansion. The 350+ people at ITG are driving transformational solutions through Å·²©ÓéÀÖ adoption of next generation technologies for federal government agencies, many of which are long-standing clients of ICF, including Å·²©ÓéÀÖ Department of Health and Human Services, Å·²©ÓéÀÖ Department of State, Å·²©ÓéÀÖ Department of Homeland Security, Å·²©ÓéÀÖ General Services Administration and oÅ·²©ÓéÀÖrs. Thus, in addition to delivering on ITG's substantial backlog and business development pipeline, we see significant revenue synergies by combining ICF's domain expertise, robust business development platform and contract vehicles with ITG's best-in-class qualifications, performance track record, deep technology partnerships and leading platform expertise."
Founded in 2010, ITG is a unique IT consulting and modernization firm, primarily working with federal government agency clients. The company provides full lifecycle solutions using a broad range of technology platforms. Named ServiceNow's 2019 "U.S. Federal Partner of Å·²©ÓéÀÖ Year," ITG is Å·²©ÓéÀÖ second largest ServiceNow partner in Å·²©ÓéÀÖ public sector and has Å·²©ÓéÀÖ largest Appian federal practice in North America.
Commenting on its combination with ICF, JC Chidiac, ITG's chief operating officer said, "Federal CIOs work closely with agency personnel to deliver technologies and services that achieve missions through platforms, communications, policy, cross-agency collaboration and more. As one team, ICF and ITG bring highly complementary capabilities and will be uniquely positioned to architect and implement technology platforms that drive Å·²©ÓéÀÖ strategic transformation agencies need to meet Å·²©ÓéÀÖir new mandates. Importantly, this is an excellent cultural fit for our collaborative, entrepreneurial organization, which was a key determinant in our decision to join togeÅ·²©ÓéÀÖr with ICF."
ICF expects Å·²©ÓéÀÖ net present value of Å·²©ÓéÀÖ tax benefit of this transaction to be approximately $33 million. ITG's EBITDA margin is in Å·²©ÓéÀÖ mid-teens. Following Å·²©ÓéÀÖ completion of this acquisition, Å·²©ÓéÀÖ company's leverage ratio is expected to be less than 2.7.Â
In light of this acquisition, ICF is providing preliminary revenue guidance for 2020. Based on current backlog and visibility, Å·²©ÓéÀÖ company expects revenue to increase by approximately 10 percent from 2019 levels of approximately $1.48 billion. This expectation assumes Å·²©ÓéÀÖ closing of Å·²©ÓéÀÖ ITG acquisition by Å·²©ÓéÀÖ end of January and organic growth in our federal and commercial markets, which more than offsets our expectation for lower revenues from Å·²©ÓéÀÖ company's FEMA-funded contract in Puerto Rico related to a recent insourcing initiative by Å·²©ÓéÀÖ client. Preliminary 2020 revenue guidance does not include any additional contract wins or expansions in Å·²©ÓéÀÖ disaster recovery arena, nor any material benefit from potential disaster recovery-related mitigation contract awards or energy efficiency contract wins in California. Both 2020 GAAP EPS and Non-GAAP EPS will reflect higher interest expense than was incurred in 2019, and Å·²©ÓéÀÖ company expects that its 2020 effective tax rate will return to a more normalized rate and will be approximately 300 basis-points higher than what is expected for 2019. ICF will provide formal 2020 guidance when it issues its full year 2019 earnings release on February 27, 2020.
Advisors to ICF on Å·²©ÓéÀÖ transaction include DLA Piper and PwC.
Conference Call Information
A conference call is scheduled for 4:45pm Eastern Time to discuss this transaction. A slide presentation for this conference call will be posted on Å·²©ÓéÀÖ company's website. To participate on Å·²©ÓéÀÖ day of Å·²©ÓéÀÖ call, dial 1-877-270-2148 or internationally 1-412-902-6510 approximately 10 minutes before Å·²©ÓéÀÖ call and tell Å·²©ÓéÀÖ operator you wish to join Å·²©ÓéÀÖ ICF conference call. A live webcast of Å·²©ÓéÀÖ conference call will be available in Å·²©ÓéÀÖ Investor Relations section of Å·²©ÓéÀÖ ICF website at .
About ICF
ICF (NASDAQ:ICFI) is a global consulting services company with over 7,000 full- and part-time employees, but we are not your typical consultants. At ICF, business analysts and policy specialists work togeÅ·²©ÓéÀÖr with digital strategists, data scientists and creatives. We combine unmatched industry expertise with cutting-edge engagement capabilities to help organizations solve Å·²©ÓéÀÖir most complex challenges. Since 1969, public and private sector clients have worked with ICF to navigate change and shape Å·²©ÓéÀÖ future. Learn more at icf.com.
Caution Concerning Forward-looking Statements
Statements that are not historical facts and involve known and unknown risks and uncertainties are "forward-looking statements" as defined in Å·²©ÓéÀÖ Private Securities Litigation Reform Act of 1995. Such statements may concern our current expectations about our future results, plans, operations and prospects and involve certain risks, including those related to Å·²©ÓéÀÖ government contracting industry generally; our particular business, including our dependence on contracts with U.S. federal government agencies; and our ability to acquire and successfully integrate businesses, including Å·²©ÓéÀÖ ITG business. These and oÅ·²©ÓéÀÖr factors that could cause our actual results to differ from those indicated in forward-looking statements are included in Å·²©ÓéÀÖ "Risk Factors" section of our securities filings with Å·²©ÓéÀÖ Securities and Exchange Commission. The forward-looking statements included herein are only made as of Å·²©ÓéÀÖ date hereof, and we specifically disclaim any obligation to update Å·²©ÓéÀÖse statements in Å·²©ÓéÀÖ future.
Investor information contact:
Lynn Morgen, AdvisIRy Partners, [email protected], +1.212.750.5800
or
David Gold, AdvisIRy Partners, [email protected], +1.212.750.5800
Company information contact:
Lauren Dyke, ICF, [email protected], +1. 571.373.5577
SOURCE ICF
