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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q 

 

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(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, 2016

 

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

 

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ICF International, Inc.

(Exact name of Registrant as Specified in its Charter)

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Delaware		22-3661438
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
9300 Lee Highway, Fairfax, VA		22031
(Address of Principal Executive Offices)		(Zip Code)

 

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

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☒  Yes     ☐  No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ☒  Yes     ☐  No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    

☐  Yes     ☒  No

 

As of July 29, 2016, there were 18,972,298 shares outstanding of the registrant’s common stock.

 

 

ICF INTERNATIONAL, INC.

 

QUARTERLY REPORT ON FORM 10-Q FOR THE

PERIOD ENDED JUNE 30, 2016

 

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
	Consolidated Balance Sheets at June 30, 2016 (Unaudited) and December 31, 2015	3
	Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months and Six Months ended June 30, 2016 and 2015	4
	Consolidated Statements of Cash Flows (Unaudited) for the Six Months ended June 30, 2016 and 2015	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
PART II. OTHER INFORMATION		24
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	26

 

 

 PART I. FINANCIAL INFORMATION

Item  1.      Financial Statements 

ICF International, Inc. and Subsidiaries

 

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 ICF International, Inc. and Subsidiaries

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in thousands, except per share amounts)  

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

  ICF International, Inc. and Subsidiaries

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

Notes to Consolidated Financial Statements

(Dollar amounts in tables in thousands, except per share amounts)

 

 

 

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

FORWARD-LOOKING STATEMENTS 

 

Some of the statements in this Quarterly Report on Form 10-Q constitute forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. These statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will,” “would,” or similar words. You should read statements that contain these words carefully. The risk factors described in our filings with the SEC, as well as any cautionary language in this Quarterly Report on Form 10-Q, provide examples of risks, uncertainties, and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements, including, but not limited to:

 

•

our dependence on contracts with federal, state and local, and international governments, agencies and departments for the majority of our revenue;

 

•

failure by Congress or other governmental bodies to approve budgets in a timely fashion and reductions in government spending including, but not limited to, budgetary cuts resulting from automatic sequestration under the Budget Control Act of 2011;

 

	•		results of routine and non-routine government audits and investigations;
	•		dependence of our commercial work on certain sectors of the global economy that are highly cyclical;

 

•

failure to receive the full amount of our backlog;

 

•

difficulties in integrating acquisitions generally;

 

•

risks resulting from expanding our service offerings and client base;

 

•

the lawsuit filed by the State of Louisiana seeking approximately $204.3 million in alleged overpayments from the Road Home contract; and

 

•

additional risks as a result of having international operations.

 

Our forward-looking statements are based on the beliefs and assumptions of our management and the information available to our management at the time these disclosures were prepared. Although we believe the expectations reflected in these statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to update these forward-looking statements, even if our situation changes in the future.

 

The terms “we,” “our,” “us,” and the “Company,” as used throughout this Quarterly Report on Form 10-Q, refer to ICF International, Inc. and its consolidated subsidiaries, unless otherwise indicated.

 

OVERVIEW AND OUTLOOK

 

We provide professional services and technology-based solutions to government and commercial clients, including management, technology, and policy consulting and implementation services. We help our clients conceive, develop, implement, and improve solutions that address complex natural resource, social, public safety, and business issues. Our services primarily address four key markets: energy, environment, and infrastructure; health, education and social programs; safety and security; and consumer and financial. We provide services across these four markets that deliver value 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, as well as the provision of engagement services and programs.

 

 

We categorize our clients into two client classifications: government and commercial. Within the government classification, we present three client sub-classifications: federal government, state and local government, and international government. Our major clients are federal government departments and agencies. Our federal government clients have included every cabinet-level department, most significantly HHS, DOS, and DoD. We also serve a variety of commercial clients worldwide, including airlines, airports, electric and gas utilities, banks and other financial services companies, transportation, travel and hospitality firms, non-profits/associations, law firms, manufacturing firms, retail chains, and distribution companies. For the six-month period ended June 30, 2016, revenue generated by federal government clients and commercial clients was 49% and 34%, respectively. The remaining 17% of revenue was generated by state and local government clients, as well as international government clients.

 

We report operating results and financial data as a single segment based on the consolidated information used by our chief operating decision-maker in evaluating the financial performance of our business and allocating resources. Our single segment represents our core business – professional services for government and commercial clients. Although we describe our multiple service offerings to four markets to provide a better understanding of our business operations, we do not manage our business or allocate our resources based on those service offerings or markets.

 

Revenue increased to $589.0 million, representing an increase of $26.5 million or 4.7% for the six-month period ended June 30, 2016 compared to the corresponding period in the prior year. We experienced growth in federal and state and local government revenue, while commercial revenue remained relatively flat and international government revenue declined. Operating income increased 6.8% to $37.1 million for the six months ended June 30, 2016 compared to the prior-year period, and net income increased 19.9% to $20.5 million.

 

We believe that demand for our services will continue to grow as government, industry, and other stakeholders seek to address critical long-term societal and natural resource issues in our key markets due to heightened concerns about clean energy and energy efficiency; health promotion, treatment, and cost control; and ongoing homeland security threats. We also see significant opportunity to further leverage our digital and client engagement capabilities across our commercial and government client base. For fiscal year 2016, we anticipate net income will grow at a higher rate than revenue due to growth in higher-margin services work and reductions in expenses, including interest and amortization of intangibles.

 

Our future results will depend on the success of our strategy to enhance our client relationships and seek larger engagements across the program life cycle in our four key markets, and to complete and successfully integrate additional strategic acquisitions. In our four markets, we will continue to focus on building scale in vertical and horizontal domain expertise; developing business with both our government and commercial clients; and replicating our business model in selective geographies. In doing so, we will continue to evaluate strategic acquisition opportunities that enhance our subject matter knowledge, broaden our service offerings, and/or provide scale in specific geographies, resulting in the continued diversification of our revenue sources, consistent with our growth strategy.

 

We believe that the combination of internally-generated funds, available bank borrowings, and cash and cash equivalents on hand will provide the required liquidity and capital resources necessary to fund on-going operations, potential acquisitions, customary capital expenditures, and other current working capital requirements.

 

 

Key Services:

 

Our key services include:

 

	•	Research and Analytic Services. We research critical policy, industry, and stakeholder issues, trends, and behavior. We collect and analyze wide varieties of data to understand critical issues and options for our clients.
	•	Assessment and Advisory Services. We measure and evaluate results and their impact and, based on those assessments, we provide advice to our clients on how to navigate societal, market, business, communication, and technology challenges.
	•	Design and Management Services. We design, develop, and manage plans, frameworks, programs and tools that are key to our clients’ missions or business performance. These programs often relate to the analytics and advice we provide.
	•	Solution Identification and Implementation Services. We identify, define, and implement technology-based systems and business tools that make our clients’ organizations more effective and efficient. These solutions are implemented through a wide range of standard and customized methodologies designed to match our clients’ business context.
	•	Engagement Services. We inform and engage our clients’ constituents, customers, and employees through public relations, branding and marketing, multichannel and strategic communications, and enterprise training and communications programs. Our engagement services frequently rely on our digital design and implementation skills.

 

Our clients utilize our services because we offer a combination of deep subject-matter expertise, technical solutions, and institutional experience in our market areas. We believe that our domain expertise and the program knowledge developed from our research and analytic, and assessment and advisory engagements (which we refer to hereafter as “research and advisory services”) further position us to provide our full suite of services to our clients.

 

Key Markets:

 

Our services primarily address four key markets:

 

	•	Energy, Environment, and Infrastructure. We provide research and advisory services on energy and environmental issues for both commercial and government clients relating to power markets, energy demand, environmental policy, and the transportation industry. We develop implementation solutions for industry-related challenges, such as increasing energy efficiency, helping utilities engage with their customers, and managing the environmental challenges of large infrastructure projects.
	•	Health, Education and Social Programs. We provide research and advisory services, as well as solution identification and implementation services, such as program development, information technology applications, and strategic communications for public health issues and a variety of social programs, such as those focused on education, child and family welfare needs, and housing and communities.
	•	Safety and Security. We provide research and advisory services, as well as implementation services concerning public safety, including programs that help victims of crime and at-risk youths, critical infrastructure protection, and homeland security in all phases of program development. Our services related to safety and security include high-end strategic planning, analysis, and technology-based solutions in the areas of logistics management, operational support, command and control, and cybersecurity.
	•	Consumer and Financial. We combine our expertise in strategic communications, marketing and creative services and public relations with our strengths in interactive and mobile technologies to help clients develop stronger relationships and engage with their customers and stakeholders. We do this across all channels, such as web, social, mobile, intranets and emerging platforms, through end-to-end technology-based implementations for local and global clients and through high-impact advisory and implementation services.

 

 

Key Clients:

 

•

Government. We provide our key services to government clients including federal, state and local, and international government clients.

 

•

Commercial. We also provide our key services to commercial clients worldwide, including airlines, airports, electric and gas utilities, banks and other financial services companies, transportation, travel and hospitality firms, non-profits/associations, law firms, manufacturing firms, retail chains, and distribution companies. These clients include both U.S. and international-based clients.

 

Employees and Offices:

 

We have more than 5,000 employees around the globe, including many recognized as thought leaders in their respective fields. We serve clients globally from our headquarters in the Washington, D.C. metropolitan area, our more than 55 regional offices throughout the U.S., and more than 10 offices outside the U.S., including offices in the United Kingdom, Belgium, China, India and Canada.

 

Recent Accounting Pronouncements

New accounting standards are discussed in “Note 2 – Summary of Significant Accounting Policies—Recent Accounting Pronouncements” in the Notes to Consolidated Financial Statements.

 

CRITICAL ACCOUNTING POLICIES

During the first six months of fiscal 2016, there were no significant changes to our critical accounting policies discussed in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2015.

 

RESULTS OF OPERATIONS

 

Three Months ended June 30, 2016, compared to Three Months ended June 30, 2015

 

The following table sets forth certain items from our unaudited consolidated statements of comprehensive income and the period-over-period rate of change in each of them and expresses these items as a percentage of revenue for the periods indicated.

 

		Three Months Ended June 30,																Year-to-Year Change Three Months Ended June 30,
		2016				2015				2016				2015					2015 to 2016
		Dollars (In Thousands)								Percentages								Dollars (In Thousands)				Percent
Revenue		$	305,419			$	288,949				100.0	%			100.0	%		$	16,470				5.7	%
Direct Costs			194,188				178,251				63.6	%			61.7	%			15,937				8.9	%
Operating Costs and Expenses
Indirect and selling expenses			84,641				83,782				27.7	%			29.0	%			859				1.0	%
Depreciation and amortization			4,084				3,894				1.4	%			1.3	%			190				4.9	%
Amortization of intangible assets			3,148				4,288				1.0	%			1.5	%			(1,140	)			(26.6	)%
Total Operating Costs and Expenses			91,873				91,964				30.1	%			31.8	%			(91	)			(0.1	)%
Operating Income			19,358				18,734				6.3	%			6.5	%			624				3.3	%
Interest expense			(2,460	)			(2,489	)			(0.8	)%			(0.9	)%			29				(1.2	)%
Other expense			(57	)			(1,190	)			—				(0.4	)%			1,133				(95.2	)%
Income before Income Taxes			16,841				15,055				5.5	%			5.2	%			1,786				11.9	%
Provision for Income Taxes			6,258				5,881				2.0	%			2.0	%			377				6.4	%
Net Income		$	10,583			$	9,174				3.5	%			3.2	%		$	1,409				15.4	%

 

 

 

Revenue. Revenue for the three months ended June 30, 2016 was $305.4 million, compared to $288.9 million for the three months ended June 30, 2015, representing an increase of $16.5 million or 5.7%. The increase in revenue was driven by the 6.9% increase in government revenue. The increase in government revenue was primarily attributable to growth from federal and state and local government clients primarily in our energy, environment and infrastructure market. There was a 3.5% increase in commercial revenue, which was driven by higher revenue from commercial energy clients. The increase in government and commercial revenue was partially offset by a 14.4% decline in international government revenue primarily due to delays in initiating work on certain new contract awards for international clients.

 

Direct costs. Direct costs for the three months ended June 30, 2016 were $194.2 million compared to $178.3 million for the three months ended June 30, 2015, an increase of $15.9 million or 8.9%. The increase in direct costs was primarily attributable to an increase in expenses for subcontracted labor, as well as higher staff utilization during the three months ended June 30, 2016. Direct costs as a percent of revenue increased to 63.6% for the three months ended June 30, 2016, compared to 61.7% for the three months ended June 30, 2015 as a result of the increase in subcontracted labor. We generally expect the ratio of direct costs as a percentage of revenue to increase when our own labor decreases relative to subcontracted labor.

 

Indirect and selling expenses. Indirect and selling expenses for the three months ended June 30, 2016 were $84.6 million compared to $83.8 million for the three months ended June 30, 2015, an increase of $0.9 million or 1.0%. Indirect and selling expenses as a percent of revenue decreased to 27.7% for the three months ended June 30, 2016, compared to 29.0% for the three months ended June 30, 2015. The decrease in indirect and selling expenses as a percentage of revenue was primarily due to higher staff utilization, while non-labor costs remained relatively flat during the three months ended June 30, 2016 compared to the prior-year period.

 

Depreciation and amortization. Depreciation and amortization was $4.1 million for the three months ended June 30, 2016 compared to $3.9 million for the three months ended June 30, 2015, an increase of $0.2 million or 4.9%.

 

Amortization of intangible assets. Amortization of intangible assets for the three months ended June 30, 2016 was $3.1 million compared to $4.3 million for the three months ended June 30, 2015. The $1.1 million decrease was mainly due to reduced amortization of intangible assets that were fully amortized.

 

Operating income. For the three months ended June 30, 2016, operating income was $19.4 million compared to $18.7 million for the three months ended June 30, 2015, an increase of $0.6 million or 3.3%. Operating income as a percent of revenue decreased to 6.3% for the three months ended June 30, 2016, compared to 6.5% for the three months ended June 30, 2015, largely due to higher subcontracted labor and international severance expense during the second quarter of 2016, partly offset by an increase in staff utilization and lower amortization of intangible assets.

 

Interest expense. Interest expense was relatively flat at $2.5 million for each of the three months ended June 30, 2016 and 2015.

 

Other expense. Other expense was $0.1 million for the three months ended June 30, 2016 compared to $1.2 million for the three months ended June 30, 2015. Other expense for the three months ended June 30, 2015 primarily represents the reclassification of foreign currency translation losses from accumulated other comprehensive loss into earnings as a result of closing certain international offices as part of actions taken to improve our cost structure and operations.

 

Provision for income taxes. The effective income tax rate for the three months ended June 30, 2016 and June 30, 2015 was 37.2% and 39.1%, respectively. Our effective tax rate, including state and foreign taxes net of federal benefit, for the quarter ended June 30, 2016, was lower than the statutory tax rate for the quarter primarily due to finalizing our prior year foreign tax provisions and employment-related state tax credits, as well as the adoption of new accounting guidance related to tax benefits for stock-based compensation.

 

 

Six Months ended June 30, 2016, compared to Six Months ended June 30, 2015

 

The following table sets forth certain items from our unaudited consolidated statements of comprehensive income and the period-over-period rate of change in each of them and expresses these items as a percentage of revenue for the periods indicated.

 

		Six Months Ended June 30,																Year-to-Year Change Six Months Ended June 30,
			2016				2015				2016				2015				2015 to 2016
			Dollars (In Thousands)								Percentages								Dollars (In Thousands)				Percent
Revenue		$	589,018			$	562,476				100.0	%			100.0	%		$	26,542				4.7	%
Direct Costs			371,387				342,820				63.1	%			60.9	%			28,567				8.3	%
Operating Costs and Expenses
Indirect and selling expenses			166,200				168,615				28.2	%			30.0	%			(2,415	)			(1.4	)%
Depreciation and amortization			8,103				7,742				1.4	%			1.4	%			361				4.7	%
Amortization of intangible assets			6,276				8,603				1.0	%			1.5	%			(2,327	)			(27.0	)%
Total Operating Costs and Expenses			180,579				184,960				30.6	%			32.9	%			(4,381	)			(2.4	)%
Operating Income			37,052				34,696				6.3	%			6.2	%			2,356				6.8	%
Interest expense			(4,905	)			(5,053	)			(0.8	)%			(0.9	)%			148				(2.9	)%
Other income (expense)			218				(1,421	)			—				(0.3	)%			1,639				(115.3	)%
Income before Income Taxes			32,365				28,222				5.5	%			5.0	%			4,143				14.7	%
Provision for Income Taxes			11,891				11,148				2.0	%			2.0	%			743				6.7	%
Net Income		$	20,474			$	17,074				3.5	%			3.0	%		$	3,400				19.9	%

 

Revenue. Revenue for the six months ended June 30, 2016 was $589.0 million, compared to $562.5 million for the six months ended June 30, 2015, representing an increase of $26.5 million or 4.7%. The increase in revenue was primarily driven by the 7.6% increase in government revenue primarily due to revenue growth from federal and state and local government clients in our health, education and social programs and energy, environment and infrastructure markets. This growth was partly due to higher revenue from energy and digital interactive commercial-rate work performed for state and local government clients. The increase in government revenue was partially offset by a 7.4% decrease in international government revenue, driven by lower revenue from international clients in our health, education and social programs and energy, environment and infrastructure markets, while commercial revenue remained relatively flat.

 

Direct costs. Direct costs for the six months ended June 30, 2016 were $371.4 million compared to $342.8 million for the six months ended June 30, 2015, an increase of $28.6 million or 8.3%. The increase in direct costs was primarily attributable to an increase in expenses for subcontracted labor and related other direct costs, as well as higher staff utilization. Direct costs as a percent of revenue increased to 63.1% for the six months ended June 30, 2016, compared to 60.9% for the six months ended June 30, 2015 as a result of the increase in subcontracted labor and related other direct costs. We generally expect the ratio of direct costs as a percentage of revenue to increase when our own labor decreases relative to subcontracted labor.

 

Indirect and selling expenses. Indirect and selling expenses for the six months ended June 30, 2016 were $166.2 million compared to $168.6 million for the six months ended June 30, 2015, a decrease of $2.4 million or 1.4%. The decrease in indirect and selling expenses was largely due to higher staff utilization and lower non-labor costs including travel costs during the six months ended June 30, 2016. Indirect and selling expenses as a percent of revenue decreased to 28.2% for the six months ended June 30, 2016, compared to 30.0% for the six months ended June 30, 2015.

 

Depreciation and amortization. Depreciation and amortization was $8.1 million for the six months ended June 30, 2016, compared to $7.7 million for the six months ended June 30, 2015, an increase of $0.4 million or 4.7%.

 

 Amortization of intangible assets. Amortization of intangible assets for the six months ended June 30, 2016 was $6.3 million compared to $8.6 million for the six months ended June 30, 2015. The $2.3 million decrease was primarily due to reduced amortization of intangible assets that were fully amortized.

 

 

Operating income. For the six months ended June 30, 2016, operating income was $37.1 million compared to $34.7 million for the six months ended June 30, 2015, an increase of $2.4 million or 6.8%. Operating income as a percent of revenue increased to 6.3% for the six months ended June 30, 2016, from 6.2% for the six months ended June 30, 2015.

 

Interest expense. For the six months ended June 30, 2016, interest expense was $4.9 million, compared to $5.1 million for the six months ended June 30, 2015.

 

Other income (expense). For the six months ended June 30, 2016, other income was $0.2 million compared to other expense of $1.4 million for the six months ended June 30, 2015. Other expense for the six months ended June 30, 2015 primarily represents the reclassification of foreign currency translation losses from accumulated other comprehensive loss into earnings as a result of closing certain international offices as part of actions taken to improve our cost structure and operations.

 

Provision for income taxes. The effective income tax rate for the six months ended June 30, 2016 and June 30, 2015, was 36.7% and 39.5%, respectively. The rate decrease is primarily due to finalizing our prior year foreign tax provisions and employment-related state tax credits, as well as the adoption of new accounting guidance related to tax benefits for stock-based compensation.

 

SELECTED KEY METRICS

 

The following table shows our revenue from each of our four key markets as a percentage of total revenue for the periods indicated. For each client, we have attributed all revenue from that client to the market we consider to be the client’s primary market, even if a portion of that revenue relates to a different market. Certain revenue amounts in the prior year have been reclassified due to minor adjustments.

 

		Three Months Ended June 30,								Six Months Ended 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	%

 

 

The following table shows our revenue by type of client as a percentage of total revenue for the periods indicated.

 

		Three Months Ended June 30,								Six Months Ended 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	%

 

 

Contract mix

 

Our contracts with clients include time-and-materials contracts, fixed-price contracts, and cost-based contracts (including cost-based fixed fee, cost-based award fee, and cost-based incentive fee, as well as grants and cooperative agreements). Our contract mix varies from year to year and quarter to quarter due to numerous factors, including our business strategies and the procurement activities of our clients. Unless the context requires otherwise, we use the term “contracts” to refer to contracts and any task orders or delivery orders issued under a contract.

 

 

The following table shows the approximate percentage of our revenue from each of these types of contracts for the periods indicated.

 

		Three Months Ended June 30,								Six Months Ended 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	%

 

The increases in time-and-materials contracts revenue and cost-based contracts revenue as a percent of total revenue and the decrease in fixed-price contracts revenue as a percent of total revenue for the three and six months ended June 30, 2016 compared to the prior-year periods are primarily due to the increase in revenue from federal and state and local government clients, which is growing at a faster pace than commercial revenue.

 

Time-and-materials contracts. Under time-and-materials contracts, we are paid for labor at fixed hourly rates and generally reimbursed separately for allowable materials, other direct costs, and out-of-pocket expenses. Our actual labor costs may vary from the expected costs that formed the basis for our negotiated hourly rates if we utilize different employees than anticipated, need to hire additional employees at higher wages, increase the compensation paid to existing employees, or are able to hire employees at lower-than-expected rates. Our non-labor costs, such as fringe benefits, overhead, and general and administrative costs, also may be higher or lower than we anticipated. To the extent that our actual labor and non-labor costs under a time-and-materials contract vary significantly from our expected costs or the negotiated hourly rates, we can generate more or less than the targeted amount of profit or, perhaps, incur a loss.

 

Fixed-price contracts. Under fixed-price contracts, we perform specific tasks for a pre-determined price. Compared to time-and-materials and cost-based contracts, fixed-price contracts involve greater financial risk because we bear the full impact of labor and non-labor costs that exceed our estimates, in terms of costs per hour, number of hours, and all other costs of performance in return for the full benefit of any cost savings. We therefore may generate more or less than the targeted amount of profit or, perhaps, incur a loss.

 

Cost-based contracts. Under cost-based contracts (which include cost-based fixed fee, cost-based award fee, and cost-based incentive fee contracts, as well as grants and cooperative agreements), we are paid based on the allowable costs we incur, and usually receive a fee. All of our cost-based contracts reimburse us for our direct labor and fringe-benefit costs that are allowable under the contract; however, certain contracts limit the amount of overhead and general and administrative costs we can recover, which may be less than our actual overhead and general and administrative costs. In addition, our fees are constrained by fee ceilings and, in certain cases, such as with grants and cooperative agreements, we may receive no fee. Because of these limitations, our cost-based contracts, on average, are our least profitable type of contract, and we may generate less than the expected profit, or perhaps, incur a loss. Cost-based fixed-fee contracts specify the fee to be paid. Cost-based incentive-fee and cost-based award-fee contracts provide for increases or decreases in the contract fee, within specified limits, based upon actual results as compared to contractual targets for factors such as cost, quality, schedule, and performance.

 

Contract backlog

 

We define total backlog as the future revenue we expect to receive from our contracts and other engagements. We generally include in our total backlog the estimated revenue represented by contract options that have been priced, but not exercised. We do not include any estimate of revenue relating to potential future delivery orders that might be awarded under our General Services Administration Multiple Award Schedule contracts, other Indefinite Delivery/Indefinite Quantity (“IDIQ”) contracts, Master Service Agreements (“MSAs”), or other contract vehicles that are also held by a large number of firms and under which potential future delivery orders or task orders might be issued by any of a large number of different agencies, and are likely to be subject to a competitive bidding process. We do, however, include potential future work expected to be awarded under IDIQ contracts that are available to be utilized by a limited number of potential clients and are held either by us alone or by a limited number of firms.

 

 

We include expected revenue in funded backlog when we have been authorized by the client to proceed under a contract up to the dollar amount specified by our client, and this amount will be owed to us under the contract after we provide the services pursuant to the authorization. If we do not provide services authorized by a client prior to the expiration of the authorization, we remove amounts corresponding to the expired authorization from funded backlog. We do include expected revenue under an engagement in funded backlog when we do not have a signed contract, but only in situations when we have received client authorization to begin or continue working and we expect to sign a contract for the engagement. In this case, the amount of funded backlog is limited to the amount authorized. Our funded backlog does not represent the full revenue potential of our contracts because many government clients, and sometimes other clients, authorize work under a particular contract on a yearly or more frequent basis, even though the contract may extend over several years. Most of the services we provide to commercial clients are provided under contracts or task orders under MSAs with relatively short durations. As a consequence, our backlog attributable to these clients is typically reflected in funded backlog and not in unfunded backlog.

 

We define unfunded backlog as the difference between total backlog and funded backlog. Our estimate of unfunded backlog for a particular contract is based, to a large extent, on the amount of revenue we have recently recognized on that contract, our experience in utilizing contract capacity on similar types of contracts, and our professional judgment. Accordingly, our estimate of total backlog for a contract included in unfunded backlog is sometimes lower than the revenue that would result from our client utilizing all remaining contract capacity.

 

Although we expect our total backlog to result in revenue, the timing of revenue associated with both funded and unfunded backlog will vary based on a number of factors, and we may not recognize revenue associated with a particular component of backlog when anticipated, or at all. Our government clients generally have the right to cancel any contract, or ongoing or planned work under any contract, at any time. In addition, there can be no assurance that revenue from funded or unfunded backlog will have similar profitability to previous work or will be profitable at all. Generally speaking, we believe the risk that a particular component of backlog will not result in future revenue is higher for unfunded backlog than for funded backlog.  

 

Our funded and estimates of unfunded and total backlog at the dates indicated were as follows:  

 

		June 30,
		2016				2015
		(in millions)
Funded		$	810.6			$	803.1
Unfunded			1,106.6				1,033.9
Total		$	1,917.2			$	1,837.0

 

Service Revenue

 

Service revenue represents revenue less subcontractor and other direct costs such as third-party materials and travel expenses. Service revenue is a measure that we use to evaluate our margins for services performed and, therefore, we believe it is useful to investors. We generally expect the ratio of direct costs as a percentage of revenue to increase when our own labor decreases relative to subcontractor labor or outside consultants.

 

The following table presents a reconciliation of revenue to service revenue for the periods indicated:

 

		Three Months Ended June 30,								Six Months Ended June 30,
		(in thousands)
		2016				2015				2016				2015
Revenue		$	305,419			$	288,949			$	589,018			$	562,476
Subcontractor and other direct costs			(83,052	)			(73,537	)			(154,221	)			(136,780	)
Service revenue		$	222,367			$	215,412			$	434,797			$	425,696

 

EBITDA and Adjusted EBITDA

 

EBITDA, earnings before interest and other income and/or expense, tax, and depreciation and amortization, is a measure we use to evaluate performance. We believe EBITDA is useful to investors because similar measures are frequently used by securities analysts, investors, and other interested parties in evaluating companies in our industry.

 

 

Adjusted EBITDA is EBITDA further adjusted to eliminate the impact of certain items that we do not consider to be indicative of the performance of our ongoing operations. We evaluate these adjustments on an individual basis based on both the quantitative and qualitative aspects of the item, including its size and nature and whether or not we expect it to occur as part of our normal business on a regular basis. We believe that the adjustments applied in calculating adjusted EBITDA are reasonable and appropriate to provide additional information to investors.

 

EBITDA and adjusted EBITDA are not recognized terms under U.S. GAAP and do not purport to be an alternative to net income as a measure of operating performance, or to cash flows from operating activities as a measure of liquidity. Because not all companies use identical calculations, this presentation of EBITDA and adjusted EBITDA may not be comparable to other similarly titled measures used by other companies. EBITDA and adjusted EBITDA are not intended to be a measure of free cash flow for management’s discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments, capital expenditures, and debt service. Our Credit Facility includes covenants based on EBITDA, subject to certain adjustments.

 

The following table presents a reconciliation of net income to EBITDA and adjusted EBITDA for the periods indicated:

 

		Three Months Ended June 30,								Six Months Ended June 30,
		(in thousands)
		2016				2015				2016				2015
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			—				—				—				189
Special charges related to severance for staff realignment			1,086				—				1,086				—
Special charges related to office closures			55				(10	)			55				156
Adjusted EBITDA		$	27,731			$	26,906			$	52,572			$	51,386

  

Non-GAAP EPS

 

Non-GAAP EPS represents diluted EPS excluding the impact of certain items such as special charges and acquisition-related expenses, which are also excluded from adjusted EBITDA as described further above, as well as the impact of amortization of intangible assets related to our acquisitions. We do not consider these adjustments to be indicative of the performance of our ongoing operations. Non-GAAP EPS is not a recognized term under U.S. GAAP and does not purport to be an alternative to basic or diluted EPS. Because not all companies use identical calculations, the presentation of non-GAAP EPS may not be comparable to other similarly titled measures used by other companies. We believe that the supplemental adjustments applied in calculating non-GAAP EPS are reasonable and appropriate to provide additional information to investors.

 

The following table presents a reconciliation of diluted EPS to non-GAAP EPS for the periods indicated:

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2016				2015				2016				2015
Diluted EPS		$	0.55			$	0.47			$	1.06			$	0.86
Acquisition-related expenses			—				—				—				0.01
Special charges related to severance for staff realignment			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 (1)			(0.08	)			(0.11	)			(0.14	)			(0.19	)
Non-GAAP EPS		$	0.69			$	0.63			$	1.30			$	1.17

 

(1) Income tax effects were calculated using an effective U.S. GAAP tax rate of 37.2% and 39.1% in 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.

 

 

CAPITAL RESOURCES, FINANCIAL CONDITION, AND LIQUIDITY 

 

Liquidity and Borrowing Capacity. Short-term liquidity requirements are created by our use of funds for working capital, capital expenditures, and the need to provide any debt service. We expect to meet these requirements through a combination of cash flow from operations and borrowings under the Credit Facility. We entered into our Credit Facility with a syndication of 11 commercial banks on May 16, 2014, which was further modified on November 5, 2014. The Credit Facility matures on May 16, 2019. The Credit Facility allows for borrowings of up to $500.0 million without a borrowing base requirement, taking into account financial, performance-based limitations, and provides for an “accordion,” which permits additional revolving credit commitments of up to $100.0 million, subject to lenders’ approval. The Credit Facility provides for stand-by letters of credit aggregating up to $30.0 million that reduce the funds available under the revolving line of credit when issued. The Credit Facility is collateralized by substantially all of our assets and requires that we remain in compliance with certain financial and non-financial covenants. The financial covenants, as defined in the Credit Facility, require, among other things, that we maintain, on a consolidated basis for each quarter, a fixed charge coverage ratio of not less than 1.25 to 1.00 and a leverage ratio of not more than 3.75 to 1.00. As of June 30, 2016, we were in compliance with our covenants under the Credit Facility.

 

As of June 30, 2016, we had $317.9 million borrowed under our revolving line of credit and outstanding letters of credit of $3.6 million, resulting in unused borrowing capacity of $178.5 million on our Credit Facility (excluding the accordion), which is available for our working capital needs and for other purposes. Taking into account certain financial, performance-based limitations, available borrowing capacity (excluding the accordion) was $126.4 million as of June 30, 2016.

 

We have the ability to borrow funds under our Credit Facility at interest rates based on both LIBOR and prime rates, at our discretion, plus their applicable margins. The weighted average interest rate on outstanding borrowings was 2.46% for the first six months of 2016.

 

We anticipate that our long-term liquidity requirements, including any future acquisitions, will be funded through a combination of cash flow from operations, borrowings under the Credit Facility, additional secured or unsecured debt, or the issuance of common or preferred stock, each of which may be initially funded through borrowings under the Credit Facility. We believe that the combination of internally-generated funds, available bank borrowings, and cash and cash equivalents on hand will provide the required liquidity and capital resources necessary to fund on-going operations, customary capital expenditures, and other current working capital requirements. We are continuously analyzing our capital structure to ensure that we have sufficient capital to fund future strategic acquisitions and internal growth. We monitor the state of the financial markets on a regular basis to assess the availability and cost of additional capital resources both from debt and equity sources. We believe that we will be able to access these markets at commercially reasonable terms and conditions if we need additional borrowings or capital.

 

Financial Condition. There were several changes in our balance sheet during the six months ended June 30, 2016. Cash and cash equivalents increased to $10.8 million on June 30, 2016, from $7.7 million on December 31, 2015 and long-term debt increased to $317.9 million on June 30, 2016, from $311.5 million on December 31, 2015 primarily to fund operations resulting from the increase in accounts receivable and reduction in accounts payable. Contract receivables, net, increased $25.7 million compared to December 31, 2015, while days-sales-outstanding increased from 73 days on December 31, 2015 to 74 days on June 30, 2016, primarily due to temporary timing differences in client billings. Accounts payable decreased to $57.7 million on June 30, 2016 from $63.7 million on December 31, 2015, and days-payables-outstanding decreased from 53 days on December 31, 2015 to 52 days as of June 30, 2016. The impact of the lower accounts payable balance was partly offset by the increase in accrued salaries and benefits at June 30, 2016 due to timing differences compared to December 31, 2015.

 

We have explored various options for mitigating the risk associated with potential fluctuations in the foreign currencies in which we conduct transactions. We currently have forward contract agreements (“hedges”) in an amount proportionate to work anticipated to be performed under certain contracts in Europe. We recognize changes in the fair value of the hedges in our results of operations. We may increase the number, size and scope of our hedges as we analyze options for mitigating our foreign exchange risk. The current impact of the hedges to the consolidated financial statements is immaterial. 

 

 

Share Repurchase Program. In the third quarter of 2015, our Board of Directors approved a new share repurchase program, effective November 5, 2015 and expiring on November 4, 2017, that authorizes share repurchases in the aggregate up to $75.0 million, not to exceed the amount allowed under our Credit Facility. Our Credit Facility further limits our share repurchases to $75.0 million during the duration of the Credit Facility, net of new issuances as defined in the Credit Facility. Purchases under this program may be made from time to time at prevailing market prices in open market purchases or in privately negotiated transactions under plans pursuant to Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance with applicable insider trading and other securities laws and regulations. The purchases will be funded from existing cash balances and/or borrowings, and the repurchased shares will be held in treasury and used for general corporate purposes. The timing and extent to which we repurchase our shares will depend upon market conditions and other corporate considerations, as may be considered in our sole discretion. During the six months ended June 30, 2016, we repurchased 243,117 shares under this program at an average price of $36.09 per share. As of June 30, 2016, and after taking into account our Board authorization and Credit Facility share repurchase limits, approximately $36.9 million remained available for share repurchases.

 

Cash Flow. We consider cash on deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. The following table sets forth our sources and uses of cash for the six months ended June 30, 2016 and June 30, 2015:   

 

		Six months ended June 30,
		2016				2015
		(in thousands)
Net cash provided by operating activities		$	15,737			$	4,989
Net cash used in investing activities			(7,856	)			(7,600	)
Net cash used in financing activities			(5,185	)			(466	)
Effect of exchange rate changes on cash			405				(1,596	)
Net increase (decrease) in cash and cash equivalents		$	3,101			$	(4,673	)

 

Our operating cash flow is primarily affected by the overall profitability of our contracts, our ability to invoice and collect from our clients in a timely manner, and our ability to manage our vendor payments. We bill most of our clients monthly after services are rendered. Operating activities provided $15.7 million in cash for the six months ended June 30, 2016 compared to $5.0 million for the six months ended June 30, 2015. Cash flows provided by operating activities for the six months ended June 30, 2016 were positively impacted primarily by net income and accrued salaries and benefits and were negatively impacted primarily by net contract receivables due to temporary timing differences in client billings, prepaid expenses and other assets, and accounts payable. Cash flows provided by operating activities for the six months ended June 30, 2015 were positively impacted primarily by net income and the net income tax payable and were negatively impacted primarily by net contract receivables due to temporary timing differences in client billings, accrued salaries and benefits, accrued expenses and accounts payable.

 

Investing activities used cash of $7.9 million for the six months ended June 30, 2016, compared to $7.6 million for the six months ended June 30, 2015. The cash used in investing activities for the six months ended June 30, 2016 was primarily for capital expenditures. The cash used in investing activities for the six months ended June 30, 2015 was primarily for capital expenditures and a holdback adjustment for our 2014 acquisition of OCO Holdings, Inc. and its various subsidiaries, including Olson + Co., Inc.

 

For the six months ended June 30, 2016, cash flow used in financing activities of $5.2 million was largely attributable to cash used for net payments for stock issuances and buybacks of $10.7 million, primarily representing shares repurchased under our share repurchase program, partly offset by $6.4 million in net advances on our Credit Facility, primarily as a result of working capital needs. For the six months ended June 30, 2015, cash flow used in financing activities of $0.5 million was largely attributable to net payments for stock issuances and buybacks of $10.8 million, primarily representing shares repurchased under our share repurchase program, mostly offset by $9.9 million in net advances on our Credit Facility, primarily as a result of working capital needs.

 

OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

 

We use off-balance sheet arrangements to finance the lease of facilities. We have financed the use of all of our office and storage facilities through operating leases. Operating leases are also used from time to time to finance the use of computers, servers, copiers, telephone systems, and to a lesser extent, other fixed assets, such as furnishings, and we also obtain operating leases in connection with business acquisitions. We generally assume the lease rights and obligations of businesses acquired in business combinations and continue financing facilities and equipment under operating leases until the end of the lease term following the acquisition date.

 

The Credit Facility provides for stand-by letters of credit aggregating up to $30.0 million that reduce the funds available under the revolving line of credit when issued. As of June 30, 2016, we had 13 outstanding letters of credit with a total value of $3.6 million, primarily related to deposits to support our facility leases.

 

 

The following table summarizes our contractual obligations as of June 30, 2016 that require us to make future cash payments. For contractual obligations, we include payments that we have an unconditional obligation to make.

 

						Payments due by Period (in thousands)
		Total				Less than 1 year				1 to 3 years				3 to 5 years				More than 5 years
Long-term debt obligation (1)		$	341,948			$	8,364			$	333,584			$	—			$	—
Rent of facilities			230,211				36,205				67,819				65,529				60,658
Operating lease obligations			1,304				617				654				33				—
Capital expenditure obligations			10,938				5,998				4,940				—				—
Total		$	584,401			$	51,184			$	406,997			$	65,562			$	60,658

 

(1) Represents the obligation for principal and variable interest payments related to our Credit Facility assuming the principal amount outstanding and interest rates at June 30, 2016 remain fixed through maturity. These assumptions are subject to change in future periods.

 

Item 3.      Quantitative and Qualitative Disclosures About Market Risk

 

There have been no material changes in the disclosures discussed in the section entitled “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 8, 2016.

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures and Internal Controls Over Financial Reporting. As of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in our reports filed with the SEC under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. There have been no significant changes in our internal controls over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f), during the period covered by this Quarterly Report on Form 10-Q or, to our knowledge, in other factors that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

Limitations on the Effectiveness of Controls. Control systems, no matter how well conceived and operated, are designed to provide a reasonable, but not an absolute, level of assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been or will be detected. Because of the inherent limitations in any control system, misstatements due to error or fraud may occur and may not be detected.

 

 

   PART II. OTHER INFORMATION

 

Item  1.

Legal Proceedings

 

We are involved in various legal matters and proceedings arising in the ordinary course of business. While these matters and proceedings cause us to incur costs, including, but not limited to, attorneys’ fees, we currently believe that any ultimate liability arising out of these matters and proceedings will not have a material adverse effect on our financial position, results of operations, or cash flows.

 

An update on litigation related to our Road Home contract is discussed in “Note 4 – Commitments and Contingencies—Road Home Contract” in the Notes to Consolidated Financial Statements.

 

Item  1A.

Risk Factors

 

Investing in our common stock involves risk. There are numerous and varied risks, known and unknown, that may affect us and prevent us from achieving our goals. A discussion of our risk factors is disclosed in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 8, 2016. Certain risk factors have been updated below and should be read in conjunction with the risk factors in our Annual Report on Form 10-K. There have been no other material changes in those risk factors. The risks described in our Annual Report on Form 10-K and updated below are not the only risks that we encounter. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results. 

 

Litigation, claims, disputes, audits, reviews, and investigations in connection with the completed Road Home contract expose us to many different types of liability, may divert management attention, and could increase our costs.

 

An update on litigation related to our Road Home contract is discussed in “Note 4 – Commitments and Contingencies—Road Home Contract” in the Notes to Consolidated Financial Statements.

 

Our international operations pose additional risks to our profitability and operating results.

 

Following a referendum on June 23, 2016 in which voters in the United Kingdom (“U.K.”) approved an exit from the European Union ("EU"), it is expected that the U.K. government will initiate a process to leave the EU (often referred to as “Brexit”), including negotiating the terms of the U.K.’s future relationship with the EU. Such an exit from the EU is unprecedented, and it is unclear how the U.K.’s access to the EU Single Market, and the wider commercial, legal and regulatory environment in which we, our customers and our counterparties operate, will be impacted. Our U.K. and Belgian operations service most of our European clients, including the EU, and these operations could be disrupted by Brexit, particularly if there is a change in the U.K.’s relationship to the EU Single Market. Even prior to any change to the U.K.’s relationship with the EU, the uncertainty surrounding the terms of the U.K.’s exit and its consequences could adversely impact customer and investor confidence, result in additional market volatility and adversely affect our businesses and results of operations.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

Issuances of Common Stock. For the three months ended June 30, 2016, a total of 1,428 shares of unregistered common stock, valued at an aggregate of $49,951 were issued to seven directors of the Company for director-related compensation on April 1, 2016. The issuance of these shares is exempt from registration under Section 4(2) of the Securities Act of 1933, as amended.

 

 

Purchase of Equity. The following table summarizes our share repurchase activity for the three months ended June 30, 2016: 

 

Period		Total Number of Shares Purchased (a)				Average Price Paid per Share (a)				Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b)				Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (b)
April 1 – April 30			37,359			$	36.82				37,359			$	38,924,740
May 1 – May 31			38,102			$	39.85				37,709			$	38,130,258
June 1 – June 30			39,269			$	40.95				39,269			$	36,920,108
Total			114,730			$	39.24				114,337

 

 

(a)

The total number of shares purchased of 114,730 includes shares repurchased pursuant to our share repurchase program described further in footnote (b) below, as well as shares purchased from employees to pay required withholding taxes related to the settlement of restricted stock units in accordance with our applicable long-term incentive plan. During the three months ended June 30, 2016, we repurchased 393 shares of common stock from employees in satisfaction of tax withholding obligations at an average price of $39.79 per share.

 

(b)

In the third quarter of 2015, our Board of Directors approved a new share repurchase plan, effective November 5, 2015 and expiring on November 4, 2017, that authorizes share repurchases in the aggregate up to $75.0 million, not to exceed the amount allowed under our Credit Facility. Our Credit Facility, which we entered into on May 16, 2014, further limits our share repurchases to $75.0 million during the duration of the Credit Facility, net of new issuances, as defined in the Credit Facility, which increase the amount available for share repurchases. During the three months ended June 30, 2016, we repurchased 114,337 shares under this program at an average price of $39.24 per share.

 

 

 

Item  3.

Defaults Upon Senior Securities

 

None.

 

Item  4.

Mine Safety Disclosures

 

Not applicable.

 

Item  5.

Other Information

 

None.

 

Item  6.

Exhibits

 

Exhibit Number		Exhibit
31.1		Certificate of the Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a).
31.2		Certificate of the Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a).
32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		The following materials from the ICF International, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Statements of Cash Flows and (iv) Notes to Consolidated Financial Statements.*
*		Submitted electronically herewith.

 

 

 

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, thereunto duly authorized.

 

		ICF INTERNATIONAL, INC.
August 3, 2016		By:	/s/ Sudhakar Kesavan
			Sudhakar Kesavan
			Chairman and Chief Executive Officer
			(Principal Executive Officer)
August 3, 2016		By:	/s/ James Morgan
			James Morgan
			Executive Vice President and Chief Financial Officer (Principal Financial Officer)

 

 

27

 

 

Exhibit 31.1

 

Certification of the Principal Executive Officer

Pursuant to Rule 13a-14(a) and 15d-14(a)

 

 I, Sudhakar Kesavan, Chief Executive Officer of the registrant, certify that:

 

1.	I have reviewed this quarterly report on Form 10-Q of ICF International, Inc. (the “Registrant”);

 

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

 

4.

The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

 

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5.	The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or person performing the equivalent functions):

 

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

 

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

August 3, 2016			/s/ Sudhakar Kesavan
			Sudhakar Kesavan
			Chairman and Chief Executive Officer
			(Principal Executive Officer)

 

 

Exhibit 31.2

 

Certification of the Principal Financial Officer

Pursuant to Rule 13a-14(a) and 15d-14(a)

 

 I, James Morgan, Chief Financial Officer of the registrant, certify that:

 

1.	I have reviewed this quarterly report on Form 10-Q of ICF International, Inc. (the “Registrant”);

 

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

 

4.

The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

 

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5.	The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or person performing the equivalent functions):

 

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

 

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

August 3, 2016			/s/ James Morgan
			James Morgan
			Executive Vice President and Chief Financial Officer (Principal Financial Officer)

 

 

Exhibit 32.1

 

Certification of Principal Executive Officer

Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

 

In connection with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (the “Report”) of ICF International, Inc. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Sudhakar Kesavan, Chief Executive Officer of the Registrant, hereby certify that:

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

August 3, 2016	/s/ Sudhakar Kesavan
	Sudhakar Kesavan
	Chairman and Chief Executive Officer
	(Principal Executive Officer)

 

 

Exhibit 32.2

 

Certification of Principal Financial Officer

Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

 

In connection with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (the “Report”) of ICF International, Inc. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, James Morgan, Chief Financial Officer of the Registrant, hereby certify that:

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

August 3, 2016	/s/ James Morgan
	James Morgan
	Executive Vice President and Chief Financial Officer (Principal Financial Officer)