UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: (
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act.
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Title of each class |
Trading Symbols(s) |
Name of each exchange on which registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
On May 4, 2022, ICF International, Inc. (the “Company”) announced its financial results for the first quarter ended March 31, 2022. The press release containing this announcement is attached hereto 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 result to differ materially from those anticipated.
Item 8.01 Other Events
On May 4, 2022, the Company's Board of Directors declared a quarterly dividend in an amount equal to $0.14 per share. This quarterly cash dividend will be paid on July 14, 2022 to stockholders of record as of the close of business on June 10, 2022.
The cash dividend policy and the payment of future cash dividends under that policy will be made at the discretion of the Company's Board of Directors and will depend on earnings, operating and financial conditions, capital requirements, and other factors deemed relevant by the Board, including the applicable requirements of the Delaware General Corporation Law and the best interests of the Company’s stockholders.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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Exhibit Index
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Exhibit Number |
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Description |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
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ICF International, Inc. |
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Date: May 4, 2022 |
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By: |
/s/ Barry Broadus |
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Barry Broadus |
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Chief Financial Officer |
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Exhibit 99.1
NEWS RELEASE
ICF Reports First Quarter 2022 Results
First Quarter Highlights:
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Total Revenue Was $413 Million and Service Revenue¹ Was $305 Million, Both Up 9% |
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Diluted EPS Was $0.94 Inclusive of $0.12 in Tax-Effected Facility-Related and M&A Charges; Non-GAAP EPS¹ Was $1.31, Up 16% |
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Adjusted EBITDA¹ Was $42.3M, Up 12%; Adjusted EBITDA Margin on Service Revenue¹ Was 13.9% |
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Contract Awards Were $361 Million; TTM Contract Awards Were $2.0 Billion for a Book-to-Bill Ratio of 1.27 |
Re-affirms Full Year 2022 Guidance for Double-Digit Revenue Growth and Strong Margin Performance
Record Business Development Pipeline of $7.9 Billion at Quarter-End Supports Multi-Year Growth Outlook
FOR IMMEDIATE RELEASE
Investor Contacts:
Lynn Morgen, ADVISIRY PARTNERS, lynn.morgen@advisiry.com +1.212.750.5800
David Gold, ADVISIRY PARTNERS, david.gold@advisiry.com +1.212.750.5800
Company Information Contact:
Lauren Dyke, ICF, lauren.dyke@ICF.com +1.571.373.5577
FAIRFAX, Va. (May 4, 2022) — ICF (NASDAQ:ICFI), a global consulting and digital services provider, reported results for the first quarter ended March 31, 2022.
Commenting on the results, John Wasson, chair and chief executive officer, said, “We continued to execute effectively in the first quarter, building upon our positioning in high-growth areas through organic growth and acquisitions, and leveraging our capabilities to expand our addressable market. Year-on-year growth was led by our government client category, in which revenue from federal and state and local government clients increased 25% and 14%, respectively. This growth reflected particularly strong performance in the areas of IT modernization/digital transformation, public health and disaster management.
1
“Several factors contributed to our 13.9% adjusted EBITDA margin on service revenue, which expanded 40 basis points year-on-year, including revenue mix, high utilization levels and our increased scale. Additionally, profitability benefitted from past actions to consolidate ICF’s real estate footprint and increase operating efficiencies. As a result, we were able to achieve significant margin expansion, while continuing to invest in people, technology and strategic initiatives to support future growth.
“Most of our first quarter contract awards represented new business wins at federal government and commercial energy clients, where ICF offers a unique combination of deep domain expertise together with increasing cross-cutting implementation capabilities. The substantial growth in our business development pipeline to $7.9 billion at the end of the first quarter is indicative of our expanded addressable market and the alignment of ICF’s qualifications with dynamic long-term growth trends in our markets.”
First Quarter 2022 Results
First quarter 2022 total revenue increased 9.2% to $413.5 million from $378.5 million in the first quarter of 2021. Service revenue was $304.6 million, up 8.9% year-over-year from $279.6 million. Net income totaled $17.9 million and diluted EPS was $0.94 per share in the 2022 first quarter, inclusive of $4.4 million, or $0.17 of tax-effected special charges, of which $0.12 represented M&A and previously disclosed facility-related charges. This compares to $18.4 million and $0.96 per share last year, inclusive of $0.05 of tax-effected special charges primarily related to facility closure and severance costs.
Non-GAAP EPS increased 15.9% to $1.31 per share from the $1.13 per share reported in the first quarter of 2021. EBITDA¹ was $37.9 million compared to $36.4 million a year ago. Adjusted EBITDA increased 12.1% to $42.3 million, from $37.7 million in the first quarter of 2021. Adjusted EBITDA margin on service revenue was 13.9%, compared to 13.5% reported in the year-ago quarter.
Backlog and New Business Awards
Total backlog was $3.2 billion at the end of the first quarter of 2022. Funded backlog was $1.6 billion, or approximately 50% of the total backlog. The total value of contracts awarded in the 2022 first quarter was $361 million, and trailing-twelve-month contract awards totaled $2.0 billion for a book-to-bill ratio of 1.27.
Government Revenue First Quarter 2022 Highlights
Revenue from government clients was $311.9 million, up 15.7% year-over-year
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U.S. federal government revenue was $220.3 million, 25.2% above the $176.0 million reported in the year-ago quarter. Federal government revenue accounted for 53% of total revenue, compared to 46% of total revenue in the first quarter of 2021. |
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U.S. state and local government revenue increased 14.0% to $64.8 million, from $56.9 million in the year-ago quarter. State and local government clients represented 16% of total revenue, compared to 15% in the first quarter of 2021. |
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International government revenue was $26.7 million, compared to $36.7 million in the year-ago quarter, reflecting the wind-down of a short-term project with significant pass-through revenue that we highlighted throughout 2021. Excluding that contract, revenues were similar to year-ago first quarter levels. International government revenue represented 6% of total revenue, compared to 10% in the first quarter of 2021. |
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Key Government Contracts Awarded in the First Quarter 2022
ICF was awarded more than 100 U.S. federal contracts and task orders and more than 200 additional contracts from U.S. state and local and international governments with an aggregate value of over $180 million. Notable awards won in the first quarter 2022 included:
Digital Modernization
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A contract modification with a value of $9.9 million with the U.S. Department of Health and Human Services National Cancer Institute (NCI) to provide platform development services and support NCI’s digital service center. |
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A contract modification with a value of $8.7 million with a U.S. federal government department to maintain a grants management system to support implementation of the CARES Act. |
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A contract modification with a value of $6.7 million with an Office of the Inspector General for a large U.S. federal government department to continue to provide platform development services. |
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A new contract with a value of $6.2 million with a U.S. federal government department to modernize and consolidate a suite of legacy systems for case analysis management. |
Transportation, Energy and Environment
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A recompete blanket purchase agreement with a ceiling of $94.0 million with the U.S. Federal Highway Administration’s Office of Operations to provide technical support services to help create the next generation of multimodal transportation management systems. |
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A recompete contract with a value of $5.0 million with the Maryland Department of Transportation Office of Environment to provide environmental consultant services. |
Public Health
A subcontract ceiling increase with a value of $11.4 million to continue providing survey and evaluation services for the U.S. Agency for International Development’s MEASURE Evaluation Phase IV.
Training and Technical Assistance
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A sole-source recompete contract with a value of $6.5 million with the U.S. Department of Justice to support the Office for Victims of Crime Training and Technical Assistance Center. |
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A task order with a value of $6.4 million under a subcontract to provide medical modeling simulation and training to the U.S. Air Force. |
Commercial Revenue First Quarter 2022 Highlights
Commercial revenue was $101.6 million, compared to $108.9 million in the year-ago quarter.
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Commercial revenue accounted for 25% of total revenue compared to 29% of total revenue in the 2021 first quarter. |
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This variance was primarily driven by commercial marketing services which remained below pre-pandemic levels. |
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Energy markets revenue declined modestly due to the timing of environment and infrastructure projects, after increasing 12% in the first quarter of 2021. |
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Energy markets represented 60% of commercial revenue. Marketing services accounted for 29% of commercial revenue. |
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Key Commercial Contracts Awarded in the First Quarter 2022
ICF was awarded commercial projects during the quarter with an aggregate value of approximately $180 million. Notable awards won in the first quarter 2022 included:
Energy Markets
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A multimillion-dollar recompete contract with Public Service Company of Oklahoma to manage and implement the majority of its commercial and residential energy efficiency portfolios. |
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Multiple subcontract modifications to provide energy efficiency program implementation services for a Midwestern U.S. utility. |
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A new multimillion-dollar subcontract to implement an energy efficient retail products program for a large Midwestern U.S. electric utility. |
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A subcontract modification to continue to manage implementation of a residential energy efficiency portfolio for a Midwestern U.S. statewide energy efficiency and renewable resource program. |
Marketing Services and Other
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A new multimillion-dollar contract with a mid-Atlantic U.S. energy company to serve as agency of record, providing marketing and advertisement services to each of its operating utilities. |
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A contract modification to continue providing broad-based corporate communications support, including internal communications, social media, media relations, employee events and meetings, metrics and branding, to a U.S. pharmaceutical company. |
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A contract modification with a European low-cost carrier to provide operational transformation services and help the airline strengthen its maintenance processes and procedures. |
On May 4, 2022, ICF declared a quarterly cash dividend of $0.14 per share, payable on July 14, 2022, to shareholders of record on June 10, 2022.
Summary and Outlook
“First quarter results represented a very positive start to the year and support our expectations for double-digit revenue growth and strong margin performance in full year 2022.
“We are pleased to re-affirm our guidance for service revenue of $1.225 billion to $1.275 billion, implying total revenue of $1.7 billion to $1.76 billion, EBITDA of between $160 million and $172 million and adjusted EBITDA of $168 million to $180 million, equivalent to an adjusted EBITDA margin on service revenue of 13.9% at the midpoints of the ranges. The difference between EBITDA and adjusted EBITDA guidance is primarily due to the add-back of a non-cash rent expense of approximately $8 million associated with our new Reston, Virginia, headquarters. GAAP EPS is projected at $4.15 to $4.45 exclusive of special charges, and non-GAAP EPS is expected to range from $5.15 to $5.45, representing increases of 16% and 10% at the mid-point, respectively, over 2021. Operating cash flow is expected to be approximately $130 million in 2022.
4
“We continue to expand our capabilities, backlog and pipeline in the key growth areas of IT modernization/digital transformation, public health, disaster management and utility consulting, as well as climate, environment and infrastructure, where we see strong, sustained demand, and which we expect to progressively increase as a percentage of ICF’s service revenue over the next several years. In addition to representing growth catalysts for ICF, our work in these areas enables ICF to make a positive impact on society, which is the key element of our corporate purpose. Our ability to attract and retain professionals who are engaged in helping clients address many of the most challenging issues of the day has been critical to our success to date. As we build out our growth platform, ICF remains committed to providing a collaborative working environment and maintaining the collegial, entrepreneurial culture for which we are known,” Mr. Wasson concluded.
1 Non-GAAP EPS, Service Revenue, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EBITDA Margin on Service Revenue are non-GAAP measurements. A reconciliation of all non-GAAP measurements to the most applicable GAAP number is set forth below. Special charges are items that were included within our consolidated statements of comprehensive income but are not indicative of ongoing performance and have been presented net of applicable U.S. GAAP taxes. The presentation of non-GAAP measurements may not be comparable to other similarly titled measures used by other companies.
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About ICF
ICF (NASDAQ:ICFI) is a global consulting services company with approximately 8,000 full- and part-time employees, but we are not your typical consultants. At ICF, business analysts and policy specialists work together with digital strategists, data scientists and creatives. We combine unmatched industry expertise with cutting-edge engagement capabilities to help organizations solve their most complex challenges. Since 1969, public and private sector clients have worked with ICF to navigate change and shape the future. Learn more at icf.com.
Caution Concerning Forward-looking Statements
Statements that are not historical facts and involve known and unknown risks and uncertainties are "forward-looking statements" as defined in 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; our ability to acquire and successfully integrate businesses; and the effects of the novel coronavirus disease (COVID-19) and related federal, state and local government actions and reactions on the health of our staff and that of our clients, the continuity of our and our clients' operations, our results of operations and our outlook. These and other factors that could cause our actual results to differ from those indicated in forward-looking statements that 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.
5
ICF International, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
(Unaudited)
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Three Months Ended |
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March 31, |
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(in thousands, except per share amounts) |
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2022 |
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2021 |
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Revenue |
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$ |
413,468 |
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$ |
378,478 |
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Direct costs |
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258,158 |
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232,082 |
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Operating costs and expenses: |
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Indirect and selling expenses |
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117,452 |
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109,982 |
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Depreciation and amortization |
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4,838 |
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5,270 |
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Amortization of intangible assets |
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5,317 |
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3,015 |
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Total operating costs and expenses |
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127,607 |
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118,267 |
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Operating income |
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27,703 |
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28,129 |
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Interest expense |
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(2,697 |
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(2,683 |
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Other expense |
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(369 |
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(417 |
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Income before income taxes |
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24,637 |
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25,029 |
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Provision for income taxes |
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6,775 |
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6,678 |
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Net income |
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$ |
17,862 |
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$ |
18,351 |
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Earnings per Share: |
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Basic |
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$ |
0.95 |
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$ |
0.97 |
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Diluted |
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$ |
0.94 |
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$ |
0.96 |
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Weighted-average Shares: |
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Basic |
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18,795 |
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18,885 |
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Diluted |
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19,012 |
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19,118 |
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Cash dividends declared per common share |
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$ |
0.14 |
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$ |
0.14 |
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Other comprehensive income, net of tax |
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2,659 |
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2,780 |
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Comprehensive income, net of tax |
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$ |
20,521 |
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$ |
21,131 |
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6
ICF International, Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures(2)
(Unaudited)
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Three Months Ended |
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March 31, |
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(in thousands, except per share amounts) |
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2022 |
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2021 |
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Reconciliation of Service Revenue |
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Revenue |
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$ |
413,468 |
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$ |
378,478 |
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Subcontractor and other direct costs (3) |
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(108,898 |
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(98,911 |
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Service revenue |
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$ |
304,570 |
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$ |
279,567 |
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Reconciliation of EBITDA and Adjusted EBITDA |
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Net income |
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$ |
17,862 |
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$ |
18,351 |
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Other expense |
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369 |
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417 |
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Interest expense |
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2,697 |
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2,683 |
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Provision for income taxes |
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6,775 |
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6,678 |
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Depreciation and amortization |
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10,155 |
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8,285 |
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EBITDA |
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37,858 |
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36,414 |
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Adjustment related to impairment of long-lived assets (4) |
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— |
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303 |
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Special charges related to acquisitions (5) |
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1,319 |
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95 |
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Special charges related to severance for staff realignment (6) |
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1,226 |
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491 |
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Special charges related to facilities consolidations and office closures (7) |
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— |
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200 |
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Special charges related to the transfer to our new corporate headquarters (8) |
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1,882 |
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— |
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Special charges related to retirement of Executive Chair (9) |
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— |
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224 |
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Total special charges |
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4,427 |
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1,313 |
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Adjusted EBITDA |
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$ |
42,285 |
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$ |
37,727 |
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EBITDA Margin Percent on Revenue (10) |
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9.2 |
% |
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9.6 |
% |
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EBITDA Margin Percent on Service Revenue (10) |
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12.4 |
% |
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13.0 |
% |
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Adjusted EBITDA Margin Percent on Revenue (10) |
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10.2 |
% |
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10.0 |
% |
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Adjusted EBITDA Margin Percent on Service Revenue (10) |
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13.9 |
% |
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13.5 |
% |
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Reconciliation of Non-GAAP Diluted EPS |
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Diluted EPS |
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$ |
0.94 |
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$ |
0.96 |
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Adjustment related to impairment of long-lived assets |
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— |
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0.02 |
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Special charges related to acquisitions |
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0.07 |
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— |
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Special charges related to severance for staff realignment |
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0.06 |
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0.03 |
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Special charges related to facilities consolidations and office closures |
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— |
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0.01 |
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Special charges related to the transfer to our new corporate headquarters |
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0.10 |
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— |
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Special charges related to retirement of Executive Chair |
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— |
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0.01 |
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Amortization of intangibles |
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0.28 |
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0.16 |
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Income tax effects on amortization, special charges, and adjustments (11) |
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(0.14 |
) |
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(0.06 |
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Non-GAAP EPS |
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$ |
1.31 |
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$ |
1.13 |
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7
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(2) These tables provide reconciliations of non-GAAP financial measures to the most applicable GAAP numbers. While we believe that these non-GAAP financial measures may be useful in evaluating our financial information, they should be considered supplemental in nature and not as a substitute for financial information prepared in accordance with GAAP. Other companies may define similarly titled non-GAAP measures differently and, accordingly, care should be exercised in understanding how we define these measures. |
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(3) Subcontractor and other direct costs is direct costs excluding direct labor and fringe costs. |
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(4) Adjustment related to impairment of long-lived assets: We recognized impairment expense of $0.3 million in the first quarter of 2021 related to impairment of a right-of-use lease asset. |
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(5) Special charges related to acquisitions: These costs consist primarily of consultants and other outside third-party costs and integration costs associated with our acquisitions and/or potential acquisitions. |
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(6) Special charges related to severance for staff realignment: These costs are mainly due to involuntary employee termination benefits for our officers, groups of employees who have been notified that they will be terminated as part of a consolidation or reorganization or, to the extent that the costs are not included in the previous two categories, involuntary employee termination benefits for employees who have been terminated as a result of COVID-19. |
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(7) Special charges related to facilities consolidations and office closures: These costs are exit costs or gains associated with office lease contraction, terminated office leases, or full office closures. The exit costs include charges incurred under a contractual obligation that existed as of the date of the accrual and for which we will continue to pay until the contractual obligation is satisfied but with no economic benefit to us. |
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(8) Special charges related to the transfer to our new corporate headquarters: These costs are additional rent as a result of us taking possession of our new corporate headquarters in Reston, Virginia, during the fourth quarter of 2021 while maintaining our current headquarters in Fairfax, Virginia. We intend to complete the transition to our new corporate headquarters by the end of 2022 when our Fairfax lease ends. |
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(9) Special charges related to retirement of the former Executive Chair: Our former Executive Chair retired effective December 31, 2020. These costs relate to unvested equity awards that, as a result of his employment agreement, the departing officer was able to maintain certain equity awards beyond the date of employment. |
||||
|
|
|
|
|
|
|
(10) EBITDA Margin Percent and Adjusted EBITDA Margin Percent were calculated by dividing the non-GAAP measure by the corresponding revenue. |
||||
|
|
|
|
|
|
|
(11) Income tax effects were calculated using an effective U.S. GAAP tax rate of 27.5% and 26.7% for the three months ended March 31, 2022 and 2021. |
||||
8
ICF International, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
|
(in thousands, except share and per share amounts) |
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||
|
ASSETS |
|
|
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
7,392 |
|
|
$ |
8,254 |
|
|
Restricted cash - current |
|
|
1,681 |
|
|
|
12,179 |
|
|
Contract receivables, net |
|
|
205,827 |
|
|
|
237,684 |
|
|
Contract assets |
|
|
189,147 |
|
|
|
137,867 |
|
|
Prepaid expenses and other assets |
|
|
41,176 |
|
|
|
42,354 |
|
|
Income tax receivable |
|
|
8,288 |
|
|
|
10,825 |
|
|
Total Current Assets |
|
|
453,511 |
|
|
|
449,163 |
|
|
Property and Equipment, net |
|
|
62,886 |
|
|
|
52,053 |
|
|
Other Assets: |
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
1,045,503 |
|
|
|
1,046,760 |
|
|
Other intangible assets, net |
|
|
74,274 |
|
|
|
79,645 |
|
|
Operating lease - right-of-use assets |
|
|
172,133 |
|
|
|
177,417 |
|
|
Other assets |
|
|
49,416 |
|
|
|
44,496 |
|
|
Total Assets |
|
$ |
1,857,723 |
|
|
$ |
1,849,534 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
|
Current portion of long-term debt |
|
$ |
10,000 |
|
|
$ |
10,000 |
|
|
Accounts payable |
|
|
95,706 |
|
|
|
105,652 |
|
|
Contract liabilities |
|
|
31,491 |
|
|
|
39,665 |
|
|
Operating lease liabilities - current |
|
|
30,530 |
|
|
|
34,901 |
|
|
Accrued salaries and benefits |
|
|
94,931 |
|
|
|
85,517 |
|
|
Accrued subcontractors and other direct costs |
|
|
40,165 |
|
|
|
39,400 |
|
|
Accrued expenses and other current liabilities |
|
|
41,388 |
|
|
|
61,496 |
|
|
Total Current Liabilities |
|
|
344,211 |
|
|
|
376,631 |
|
|
Long-term Liabilities: |
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
449,776 |
|
|
|
411,605 |
|
|
Operating lease liabilities - non-current |
|
|
189,857 |
|
|
|
191,805 |
|
|
Deferred income taxes |
|
|
47,684 |
|
|
|
41,913 |
|
|
Other long-term liabilities |
|
|
22,893 |
|
|
|
24,110 |
|
|
Total Liabilities |
|
|
1,054,421 |
|
|
|
1,046,064 |
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity: |
|
|
|
|
|
|
|
|
|
Preferred stock, par value $.001; 5,000,000 shares authorized; none issued |
|
|
— |
|
|
|
— |
|
|
Common stock, par value $.001; 70,000,000 shares authorized; 23,679,411 and 23,535,671 shares issued at March 31, 2022 and December 31, 2021, respectively; 18,793,455 and 18,876,490 shares outstanding at March 31, 2022 and December 31, 2021, respectively |
|
|
23 |
|
|
|
23 |
|
|
Additional paid-in capital |
|
|
388,639 |
|
|
|
384,984 |
|
|
Retained earnings |
|
|
664,532 |
|
|
|
649,298 |
|
|
Treasury stock, 4,885,956 and 4,659,181 shares at March 31, 2022 and December 31, 2021, respectively |
|
|
(241,516 |
) |
|
|
(219,800 |
) |
|
Accumulated other comprehensive loss |
|
|
(8,376 |
) |
|
|
(11,035 |
) |
|
Total Stockholders’ Equity |
|
|
803,302 |
|
|
|
803,470 |
|
|
Total Liabilities and Stockholders’ Equity |
|
$ |
1,857,723 |
|
|
$ |
1,849,534 |
|
9
ICF International, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
|
|
|
Three Months Ended |
|
|||||
|
|
|
March 31, |
|
|||||
|
(in thousands) |
|
2022 |
|
|
2021 |
|
||
|
Cash Flows from Operating Activities |
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
17,862 |
|
|
$ |
18,351 |
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities: |
|
|
|
|
|
|
|
|
|
(Recovery of) provision for credit losses |
|
|
(170 |
) |
|
|
5,334 |
|
|
Deferred income taxes |
|
|
4,505 |
|
|
|
1,838 |
|
|
Non-cash equity compensation |
|
|
3,563 |
|
|
|
3,275 |
|
|
Depreciation and amortization |
|
|
10,154 |
|
|
|
8,285 |
|
|
Facilities consolidation reserve |
|
|
(78 |
) |
|
|
(75 |
) |
|
Amortization of debt issuance costs |
|
|
154 |
|
|
|
155 |
|
|
Impairment of long-lived assets |
|
|
— |
|
|
|
303 |
|
|
Other adjustments, net |
|
|
353 |
|
|
|
457 |
|
|
Changes in operating assets and liabilities, net of the effect of acquisitions: |
|
|
|
|
|
|
|
|
|
Net contract assets and liabilities |
|
|
(59,689 |
) |
|
|
(19,750 |
) |
|
Contract receivables |
|
|
31,473 |
|
|
|
2,531 |
|
|
Prepaid expenses and other assets |
|
|
(11,708 |
) |
|
|
2,016 |
|
|
Operating lease assets and liabilities, net |
|
|
(532 |
) |
|
|
(1,143 |
) |
|
Accounts payable |
|
|
(9,815 |
) |
|
|
(354 |
) |
|
Accrued salaries and benefits |
|
|
9,513 |
|
|
|
4,715 |
|
|
Accrued subcontractors and other direct costs |
|
|
1,078 |
|
|
|
(33,466 |
) |
|
Accrued expenses and other current liabilities |
|
|
(6,883 |
) |
|
|
8,303 |
|
|
Income tax receivable and payable |
|
|
2,621 |
|
|
|
3,924 |
|
|
Other liabilities |
|
|
544 |
|
|
|
262 |
|
|
Net Cash (Used in) Provided by Operating Activities |
|
|
(7,055 |
) |
|
|
4,961 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities |
|
|
|
|
|
|
|
|
|
Capital expenditures for property and equipment and capitalized software |
|
|
(6,454 |
) |
|
|
(3,595 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities |
|
|
|
|
|
|
|
|
|
Advances from working capital facilities |
|
|
329,690 |
|
|
|
185,755 |
|
|
Payments on working capital facilities |
|
|
(291,662 |
) |
|
|
(174,674 |
) |
|
Receipt of restricted contract funds |
|
|
4,301 |
|
|
|
451 |
|
|
Payment of restricted contract funds |
|
|
(14,714 |
) |
|
|
(27,081 |
) |
|
Proceeds from exercise of options |
|
|
92 |
|
|
|
2,702 |
|
|
Dividends paid |
|
|
(2,644 |
) |
|
|
(2,642 |
) |
|
Net payments for stock issuances and buybacks |
|
|
(22,268 |
) |
|
|
(17,104 |
) |
|
Payments on business acquisition liabilities |
|
|
(121 |
) |
|
|
(682 |
) |
|
Net Cash Provided by (Used in) Financing Activities |
|
|
2,674 |
|
|
|
(33,275 |
) |
|
Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash |
|
|
(525 |
) |
|
|
745 |
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in Cash, Cash Equivalents, and Restricted Cash |
|
|
(11,360 |
) |
|
|
(31,164 |
) |
|
Cash, Cash Equivalents, and Restricted Cash, Beginning of Period |
|
|
20,433 |
|
|
|
81,987 |
|
|
Cash, Cash Equivalents, and Restricted Cash, End of Period |
|
$ |
9,073 |
|
|
$ |
50,823 |
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information |
|
|
|
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|
|
Interest |
|
$ |
2,760 |
|
|
$ |
2,637 |
|
|
Income taxes |
|
$ |
949 |
|
|
$ |
961 |
|
|
Non-cash investing and financing transactions: |
|
|
|
|
|
|
|
|
|
Tenant improvements funded by lessor |
|
$ |
10,843 |
|
|
$ |
— |
|
10
ICF International, Inc. and Subsidiaries
Supplemental Schedule(12)
|
Revenue by client markets |
|
Three Months Ended |
|
|
|||||
|
|
|
March 31, |
|
|
|||||
|
|
|
2022 |
|
|
2021 |
|
|
||
|
Energy, environment, and infrastructure |
|
|
38 |
% |
|
|
43 |
% |
|
|
Health, education, and social programs |
|
|
50 |
% |
|
|
42 |
% |
|
|
Safety and security |
|
|
7 |
% |
|
|
8 |
% |
|
|
Consumer and financial |
|
|
5 |
% |
|
|
7 |
% |
|
|
Total |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue by client type |
|
Three Months Ended |
|
|
|||||
|
|
|
March 31, |
|
|
|||||
|
|
|
2022 |
|
|
2021 |
|
|
||
|
U.S. federal government |
|
|
53 |
% |
|
|
46 |
% |
|
|
U.S. state and local government |
|
|
16 |
% |
|
|
15 |
% |
|
|
International government |
|
|
6 |
% |
|
|
10 |
% |
|
|
Total Government |
|
|
75 |
% |
|
|
71 |
% |
|
|
Commercial |
|
|
25 |
% |
|
|
29 |
% |
|
|
Total |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue by contract mix |
|
Three Months Ended |
|
|
|||||
|
|
|
March 31, |
|
|
|||||
|
|
|
2022 |
|
|
2021 |
|
|
||
|
Time-and-materials |
|
|
40 |
% |
|
|
42 |
% |
|
|
Fixed price |
|
|
44 |
% |
|
|
39 |
% |
|
|
Cost-based |
|
|
16 |
% |
|
|
19 |
% |
|
|
Total |
|
|
100 |
% |
|
|
100 |
% |
|
(12) As is shown in the supplemental schedule, we track revenue by key metrics that provide useful information about the nature of our operations. Client markets provide insight into the breadth of our expertise. Client type is an indicator of the diversity of our client base. Revenue by contract mix provides insight in terms of the degree of performance risk that we have assumed.
11