icfi20160729_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 2, 2016

 

 

ICF International, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

001-33045

22-3661438

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

     

9300 Lee Highway, Fairfax, Virginia

 

22031

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (703) 934-3000

 

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

 

Item 2.02 Results of Operations and Financial Condition

 

On August 2, 2016, ICF International, Inc. (the “Company”) announced its financial results for the second quarter ended June 30, 2016. The press release containing this announcement is filed as Exhibit 99.1.

 

The information contained in this report, including Exhibit 99.1, is considered to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. The information in this report shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

The release contains forward-looking statements regarding the Company and includes a cautionary statement identifying important factors that could cause actual results to differ materially from those anticipated.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

99.1

Press Release dated August 2, 2016

 

 
 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

ICF International, Inc

 

 

 

 

 

 

 

 

 

Date: August 2, 2016 

By:

  /s/ James Morgan

 

 

 

James Morgan

 

 

 

Chief Financial Officer

 

 

 
 

 

 

Exhibit Index

 

Exhibit No.     Document

 

99.1                 Press Release dated August 2, 2016

 

ex99-1.htm

Exhibit 99.1

 

 

 

 

NEWS RELEASE

 

 

 

 

ICF INTERNATIONAL REPORTS SECOND QUARTER 2016 RESULTS

 

Second Quarter Highlights

 

Revenue Increased 6 Percent Year-on-Year, Driven by Strong Growth in Federal Government and Commercial Energy Markets

 

Diluted EPS Was $0.55, 17 Percent Ahead of Last Year; Non-GAAP EPS1 Was $0.69

 

Operating Cash Flow of $15.7 Million Year-to-Date, a $10.7 Million Increase over Last Year

 

Contract Awards Were $303 Million, Trailing Twelve Month Contract Awards Were over $1.3 Billion for a Book-to-Bill of 1.13

     
    First Half Performance Supports Full Year 2016 Revenue and EPS Guidance

 

 

FOR IMMEDIATE RELEASE:

Investor Contacts:

Lynn Morgen, MBS Value Partners, lynn.morgen@mbsvalue.com +1.212.750.5800

Betsy Brod, MBS Value Partners, betsy.brod@mbsvalue.com +1.212.750.5800

 

Company Information Contact:

Steve Anderson, steve.anderson@icfi.com +1.703.934.3847

 

FAIRFAX, Va. (August 2, 2016) -- ICF International, Inc. (NASDAQ:ICFI), a leading provider of professional services and technology-based solutions to government and commercial clients, reported results for the second quarter and first half ended June 30, 2016.

 

Second Quarter and First Half 2016 Results

 

“This was another strong quarter for ICF. Revenues increased by 5.7 percent, driven by strong growth in our federal government business and supported by solid year-on-year growth in revenues from commercial clients,” said ICF International Chairman and Chief Executive Officer Sudhakar Kesavan. “First half results have caused us to now expect full year 2016 revenues to be at the high end of our guidance range. We are maintaining our GAAP earnings per share range, inclusive of year-to-date special charges.

 

 

 

                                                                    

1 Non-GAAP EPS is a non-GAAP measurement. A reconciliation of all non-GAAP references is set forth below.

 

 
 

 

 

“Our federal government revenues grew by 8.4 percent year-on-year, and each of our related markets, broadly defined as Energy, Health, and Safety & Security, showed gains over the prior year. Our commercial business performed as expected in the second quarter, with energy markets experiencing robust 8.9 percent year-on-year growth and 6.5 percent sequential growth, and digital marketing services posting another quarter of sequential growth.

 

“Earnings per share growth continued to outpace revenue growth, benefitting primarily from higher utilization rates, reduced amortization expenses and a lower tax rate. Pass-through revenues were 15 percent higher than anticipated, which reduced our expected EBITDA2 margin by approximately 25 basis points.

 

“We continue to effectively leverage our domain expertise and scale in IT and digital, marketing and communications services to win new contracts, which accounted for the large majority of our second quarter awards. Our pipeline reached a record $4 billion at the end of the second quarter,” Mr. Kesavan said.

 

Second quarter 2016 revenue was $305.4 million, a 5.7 percent increase from the $288.9 million reported in the 2015 second quarter. Service revenue2 increased 3.2 percent to $222.4 million. Net income was $10.6 million in the 2016 second quarter, or $0.55 per diluted share, up 17.0 percent from $0.47 per diluted share in the prior year. Non-GAAP EPS increased 9.5 percent to $0.69 per share in the 2016 second quarter compared to $0.63 in the prior year. EBITDA was $26.6 million, in-line with the $26.9 million reported in the 2015 second quarter. EBITDA margin was 8.7 percent in the quarter. Adjusted EBITDA2, which excludes special charges related to international severance and office closures of $1.1 million, was $27.7 million or 9.1 percent of revenues, up from last year’s $26.9 million.

 

 

Backlog and New Business Awards

 

Total backlog was $1.9 billion at the end of the second quarter of 2016. Funded backlog was $811 million, or approximately 42 percent of the total. The total value of contracts awarded in the 2016 second quarter was $303 million. Trailing twelve month contract awards were $1.3 billion for a book-to-bill ratio of 1.13.

 

Government Business Second Quarter 2016 Highlights

 

U.S. federal government revenues increased 8.4 percent year-on-year to $148.3 million in the second quarter of 2016 and accounted for 49 percent of total revenue, compared to 47 percent in last year’s second quarter.

U.S. state and local government revenues increased 16.7 percent year-on-year and accounted for 11 percent of total revenue, compared to 10 percent in the year-ago period.

International government revenues decreased by 14.4 percent year-on-year on a reported basis, and accounted for 6 percent of total revenue, compared to 8 percent in last year’s second quarter.

 

 

                                                              

2 Service revenue, EBITDA and adjusted EBITDA are non-GAAP measurements. A reconciliation of all non-GAAP references is set forth below.

 

 
 

 

 

Key Government Contracts Awarded in the Second Quarter

 

ICF was awarded more than 100 U.S. federal contracts and task orders and more than 200 additional contracts from state and local and international governments. The largest awards were:

 

Business Operations: A $65.7 million contract with a U.S. federal financial services agency to provide management support and business analysis services.

 

Analytic Solutions: A contract with a value up to $60 million with the U.S. National Institutes of Health to provide scientific information management and literature-based evaluations.

 

Strategic Communications: A framework contract with a value up to 26 million euros with the European Commission to develop and implement communications strategies and activities.

 

Environmental Services: Two contracts with a combined value of up to $14 million with the State of California Department of Transportation to provide environmental and biological support services.

 

Technical Assistance: An $11.2 million contract with the U.S. Department of Housing and Urban Development to support an integrated technical assistance and capacity building initiative.

 

Compliance and Security: A $9.6 million contract with the U.S. Social Security Administration to maintain and improve its security processes and oversight of offices nationwide.

 

Project Management: An $8.4 million contract with the U.S. Department of State to provide information planning and management services for the Bureau of International Narcotics and Law Enforcement.

 

Program Management: A contract with a value of up to 7 million euros with the European Commission to support establishment, organization, management and coordination of a European center of expertise.

 

Environmental Planning: A $5.6 million contract with a regional transportation authority to provide environmental impact assessment of a road widening project.

 

Strategic Communications: A $5 million task order with the U.S. Centers for Disease Control and Prevention to oversee a large-scale communications campaign.

 

 
 

 

 

Other notable government wins with significant value included: disaster recovery support with a state in the Northeastern U.S.; international development efforts with the U.S. Agency for International Development; digital citizen solutions support for the U.S. Federal Trade Commission; technology solutions for the Office of the Secretary of the Navy; health informatics for the U.S. Department of Health and Human Services; and program evaluation for the European Commission.

 

 

Commercial Business Second Quarter 2016 Highlights

 

Commercial revenues were $103.6 million, 3.5 percent above the $100.0 million in last year’s second quarter. 

 

Digital services accounted for 44 percent of commercial revenues. Energy markets, which includes energy efficiency, represented 32 percent of commercial revenues.

 

Key Commercial Contracts Awarded in the Second Quarter

 

Commercial sales were $100 million in the second quarter, and ICF was awarded more than 700 commercial projects globally during the period. The largest awards were:

 

Digital Services:

 

An $8.1 million contract to support digital solutions and social marketing efforts with a major healthcare services company.

 

A $5.3 million contract to support customer loyalty and retention for a Fortune 500 company.

 

A $2.1 million contract with an international retailer to provide customer loyalty solutions.

 

A $1.6 million contract with a mortgage corporation to support website operations.

 

Energy Markets:

 

Three contracts with a combined value of $11 million with Kansas City Power and Light to support residential energy efficiency programs.

 

Two contracts with a combined value of $4.8 million to support environmental planning efforts and a safety initiative with a major utility in the Western U.S.

 

A $4.1 million contract with a utility in the Western U.S. to provide social listening tools and other digital services.

 

A $3.2 million contract with a major Midwestern U.S. utility to support energy efficiency programs.

 

A $3.0 million contract with a utility in the Northeastern U.S. to help manage its energy efficiency portfolio.

 

 
 

 

 

Other commercial wins with a value of at least $1 million each included: digital solutions for a real estate investment trust in the Midwestern U.S.; public relations support for a multinational food, snack and beverage corporation; brand support for a major regional U.S. bank; residential portfolio support for a utility in the Midwestern U.S.; and loyalty program support for a multinational retailer.

 

Summary and Outlook 

 

“We are looking ahead to a strong second half in which mid-single digit revenue growth is expected to drive continued double-digit growth in diluted earnings per share. Based on year-to-date results and visibility, we expect full year 2016 revenue to be at the high end of our guidance range, and we are maintaining our diluted EPS guidance range, inclusive of the special charges incurred in this year’s second quarter. We expect our federal government business to grow at a mid-single digit rate, ahead of the low-single digit rate we had originally expected. Revenues from commercial clients are expected to grow at a mid-single digit rate for the full year, driven by double-digit growth in the second half. A summary of our expectations is as follows:

 

Full year 2016 revenues at the high end of the $1.15 billion to $1.19 billion range, approximately 5 percent ahead of 2015 levels;

 

Diluted EPS at $2.40 to $2.55, or $2.48 at the midpoint, up 24.0 percent from $2.00 in 2015, inclusive of year-to-date special charges;

 

Non-GAAP EPS to be $2.79 to $2.94, which represents year-on-year growth of 8.7 percent at the midpoint;

 

EBITDA margin for full year 2016 of between 9.7 percent and 10.0 percent, up from 9.6 percent in 2015 and reflective of higher pass-through revenues;

 

And, full year cash flow from operations of between $85 million to $95 million for 2016,” Mr. Kesavan concluded.

 

Per share guidance assumes weighted average shares outstanding of approximately 19.4 million and a full year effective tax rate of no more than 38.0 percent.

 

 

 

###

 

About ICF International

ICF (NASDAQ:ICFI) is a global consulting and technology services provider with more than 5,000 professionals focused on making big things possible for our clients. We are business analysts, public policy experts, technologists, researchers, digital strategists, social scientists and creatives. Since 1969, government and commercial clients have worked with ICF to overcome their toughest challenges on issues that matter profoundly to their success. Come engage with us at www.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 the 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 the 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. These and other factors that could cause our actual results to differ from those indicated in forward-looking statements are included in the "Risk Factors" section of our securities filings with the Securities and Exchange Commission. The forward-looking statements included herein are only made as of the date hereof, and we specifically disclaim any obligation to update these statements in the future.

 

 
 

 

 

ICF International, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(in thousands, except per share amounts)

 

   

Three months ended

   

Six months ended

 
   

June 30,

   

June 30,

 
   

2016

   

2015

   

2016

   

2015

 
   

(Unaudited)

   

(Unaudited)

 
                                 

Revenue

  $ 305,419     $ 288,949     $ 589,018     $ 562,476  

Direct Costs

    194,188       178,251       371,387       342,820  

Operating costs and expenses:

                               

Indirect and selling expenses

    84,641       83,782       166,200       168,615  

Depreciation and amortization

    4,084       3,894       8,103       7,742  

Amortization of intangible assets

    3,148       4,288       6,276       8,603  

Total operating costs and expenses

    91,873       91,964       180,579       184,960  
                                 

Operating Income

    19,358       18,734       37,052       34,696  

Interest expense

    (2,460 )     (2,489 )     (4,905 )     (5,053 )

Other (expense) income

    (57 )     (1,190 )     218       (1,421 )

Income before income taxes

    16,841       15,055       32,365       28,222  

Provision for income taxes

    6,258       5,881       11,891       11,148  

Net income

  $ 10,583     $ 9,174     $ 20,474     $ 17,074  
                                 

Earnings per Share:

                               

Basic

  $ 0.56     $ 0.47     $ 1.08     $ 0.88  

Diluted

  $ 0.55     $ 0.47     $ 1.06     $ 0.86  
                                 

Weighted-average Shares:

                               

Basic

    19,008       19,475       19,001       19,462  

Diluted

    19,293       19,706       19,320       19,805  
                                 

Other comprehensive (loss) income:

                               

Foreign currency translation adjustments, net of tax

    (2,026 )     1,499       (2,943 )     (589 )

Comprehensive income, net of tax

  $ 8,557     $ 10,673     $ 17,531     $ 16,485  

 

 
 

 

 

ICF International, Inc. and Subsidiaries

Reconciliation of Non-GAAP financial measures

(in thousands, except per share amounts)

 

   

Three months ended

   

Six months ended

 
   

June 30,

   

June 30,

 
   

2016

   

2015

   

2016

   

2015

 
   

(Unaudited)

   

(Unaudited)

 
                                 

Reconciliation of Service Revenue

                               

Revenue

  $ 305,419     $ 288,949     $ 589,018     $ 562,476  

Subcontractor and Other Direct Costs(1)

    (83,052 )     (73,537 )     (154,221 )     (136,780 )

Service Revenue

  $ 222,367     $ 215,412     $ 434,797     $ 425,696  
                                 

Reconciliation of EBITDA and Adjusted EBITDA

                               

Net Income

  $ 10,583     $ 9,174     $ 20,474     $ 17,074  

Other expense (income)

    57       1,190       (218 )     1,421  

Interest expense

    2,460       2,489       4,905       5,053  

Provision for income taxes

    6,258       5,881       11,891       11,148  

Depreciation and amortization

    7,232       8,182       14,379       16,345  

EBITDA

    26,590       26,916       51,431       51,041  

Acquisition-related expenses(2)

                      189  

Special charges related to severance for staff realignment(3)

    1,086             1,086        

Special charges related to office closures

    55       (10 )     55       156  

Adjusted EBITDA

  $ 27,731     $ 26,906     $ 52,572     $ 51,386  
                                 

Reconciliation of Non-GAAP EPS

                               

Diluted EPS

  $ 0.55     $ 0.47     $ 1.06     $ 0.86  

Acquisition-related expenses(2)

                      0.01  

Special charges related to severance for staff realignment(3)

    0.06             0.06        

Special charges related to office closures

          0.05             0.06  

Amortization of intangibles

    0.16       0.22       0.32       0.43  

Income tax effects(4)

    (0.08 )     (0.11 )     (0.14 )     (0.19 )

Non-GAAP EPS

  $ 0.69     $ 0.63     $ 1.30     $ 1.17  

 

   

(1)

Subcontractor and Other Direct Costs exclude Direct Labor and Fringe.

(2)

Acquisition-related expenses include expenses related to closed acquisitions.

(3)

Special charges related to severance were for an international staff realignment in the second quarter of 2016.

(4)

Income tax effects were calculated using an effective U.S. GAAP tax rate of 37.2% and 39.1% for the second quarter of fiscal year 2016 and 2015, respectively, and an effective tax rate of 36.7% and 39.5% for the first six months of fiscal year 2016 and 2015, respectively.

 

 
 

 

 

ICF International, Inc. and Subsidiaries

Consolidated Balance Sheets

(in thousands, except share and per share amounts)

 

   

June 30, 2016

   

December 31, 2015

 
   

(Unaudited)

         

Current Assets:

               

Cash and cash equivalents

  $ 10,848     $ 7,747  

Contract receivables, net

    282,673       256,965  

Prepaid expenses and other

    19,109       10,032  

Total current assets

    312,630       274,744  

Total property and equipment, net of accumulated depreciation of $78,857 and $71,203 as of June 30, 2016 and December 31, 2015, respectively

    44,069       45,425  

Other assets:

               

Goodwill

    685,389       687,404  

Other intangible assets, net

    52,464       58,899  

Restricted cash

    1,365       1,362  

Other assets

    13,428       12,456  

Total Assets

  $ 1,109,345     $ 1,080,290  
                 

Current Liabilities:

               

Accounts payable

  $ 57,733     $ 63,738  

Accrued salaries and benefits

    61,401       43,118  

Accrued expenses and other current liabilities

    42,552       43,001  

Deferred revenue

    32,570       30,523  

Income tax payable

    305       2,604  

Total current liabilities

    194,561       182,984  

Long-term liabilities:

               

Long-term debt

    317,904       311,532  

Deferred rent

    15,691       15,785  

Deferred income taxes

    34,823       33,326  

Other

    10,058       13,387  

Total Liabilities

    573,037       557,014  

Commitments and Contingencies

               

Stockholders’ Equity:

               

Preferred stock, par value $.001 per share; 5,000,000 shares authorized; none issued

           

Common stock, par value $.001 per share; 70,000,000 shares authorized; 21,553,269 and 21,313,472 issued; and 18,976,925 and 19,032,054 outstanding as of June 30, 2016 and December 31, 2015, respectively

    22       21  

Additional paid-in capital

    286,350       280,113  

Retained earnings

    345,780       325,306  

Treasury stock

    (85,410 )     (74,673 )

Accumulated other comprehensive loss

    (10,434 )     (7,491 )

Total Stockholders’ Equity

    536,308       523,276  

Total Liabilities and Stockholders’ Equity

  $ 1,109,345     $ 1,080,290  

 

 
 

 

 

ICF International, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)

 

   

Six months ended

 
   

June 30,

 
   

2016

   

2015

 
   

(Unaudited)

 

Cash flows from operating activities

               

Net income

  $ 20,474     $ 17,074  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Non-cash equity compensation

    5,042       5,701  

Depreciation and amortization

    14,379       16,345  

Other adjustments, net

    1,768       (736 )

Changes in operating assets and liabilities, net of the effect of acquisitions:

               

Contract receivables, net

    (27,158 )     (23,956 )

Prepaid expenses and other assets

    (10,650 )     686  

Accounts payable

    (4,147 )     (3,267 )

Accrued salaries and benefits

    18,336       (10,418 )

Accrued expenses and other current liabilities

    (827 )     (5,942 )

Deferred revenue

    2,182       270  

Income tax receivable and payable

    (2,311 )     7,870  

Other liabilities

    (1,351 )     1,362  

Net cash provided by operating activities

    15,737       4,989  
                 

Cash flows from investing activities

               

Capital expenditures for property and equipment and capitalized software

    (7,856 )     (5,782 )

Payments for business acquisitions, net of cash received

          (1,818 )

Net cash used in investing activities

    (7,856 )     (7,600 )
                 

Cash flows from financing activities

               

Advances from working capital facilities

    259,215       211,777  

Payments on working capital facilities

    (252,843 )     (201,829 )

Payments on capital expenditure obligations

    (2,020 )     (1,366 )

Debt issue costs

          (17 )

Proceeds from exercise of options

    1,158       495  

Tax benefits of stock option exercises and award vesting

          1,234  

Net payments for stockholder issuances and buybacks

    (10,695 )     (10,760 )

Net cash used in financing activities

    (5,185 )     (466 )

Effect of exchange rate changes on cash

    405       (1,596 )

Increase (decrease) in cash and cash equivalents

    3,101       (4,673 )

Cash and cash equivalents, beginning of period

    7,747       12,122  

Cash and cash equivalents, end of period

  $ 10,848     $ 7,449  
                 

Supplemental disclosure of cash flow information

               

Cash paid during the period for:

               

Interest

  $ 3,804     $ 5,940  

Income taxes

  $ 12,059     $ 9,263  
                 

Non-cash investing and financing transactions:

               

Capital expenditure obligations

  $     $ 10,297  

 

 
 

 

 

ICF International, Inc. and Subsidiaries

Supplemental Schedule

 

Revenue by market(1)

 

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2016

   

2015

   

2016

   

2015

 
                                 

Energy, environment, and infrastructure

    38

%

    37

%

    38

%

    37

%

Health, education, and social programs

    44

%

    45

%

    44

%

    44

%

Safety and security

    8

%

    8

%

    8

%

    8

%

Consumer and financial

    10

%

    10

%

    10

%

    11

%

                                 

Total

    100

%

    100

%

    100

%

    100

%

                                 
                                 
                                 

Revenue by client

 

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2016

   

2015

   

2016

   

2015

 
                                 

U.S. federal government

    49

%

    47

%

    49

%

    47

%

U.S. state and local government

    11

%

    10

%

    11

%

    10

%

International government

    6

%

    8

%

    6

%

    7

%

Government

    66

%

    65

%

    66

%

    64

%

                                 

Commercial

    34

%

    35

%

    34

%

    36

%

                                 

Total

    100

%

    100

%

    100

%

    100

%

                                 
                                 
                                 

Revenue by contract

 

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2016

   

2015

   

2016

   

2015

 
                                 

Time-and-materials

    44

%

    43

%

    44

%

    43

%

Fixed-price

    36

%

    39

%

    37

%

    39

%

Cost-based

    20

%

    18

%

    19

%

    18

%

                                 

Total

    100

%

    100

%

    100

%

    100

%

                                 
                                 

(1) Certain revenue amounts in the prior year have been reclassified due to minor adjustments.