8-K
0001362004false00013620042023-08-032023-08-03

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

Date of Report (Date of earliest event reported): August 03, 2023

 

 

ICF International, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

001-33045

22-3661438

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1902 Reston Metro Plaza

 

Reston, Virginia

 

20190

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 703 934-3000

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock

 

ICFI

 

The Nasdaq Global Select Market

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).

Emerging growth company

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 August 3, 2023, ICF International, Inc. (the “Company”) announced its financial results for the second quarter ended June 30, 2023. 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 August 3, 2023, 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 October 13, 2023, to stockholders of record as of the close of business on September 8, 2023.

 

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

 

99.1

 

Press Release dated August 3, 2023

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


 

Exhibit Index

 

Exhibit

Number

Description

99.1

Press Release dated August 3, 2023

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 


 

SIGNATURES

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

 

ICF International, Inc.

Date: August 3, 2023

By:

/s/ Barry Broadus

Barry Broadus

Chief Financial Officer

 

 


EX-99.1

Exhibit 99.1

https://cdn.kscope.io/6ac5093cc9de4a8d6c5cfd452ec4903f-img241278440_0.jpg

NEWS RELEASE

ICF Reports Second Quarter 2023 Results

—Signed Definitive Agreements to Sell Commercial Marketing Group—

—Strategic Tuck-In Acquisition of Engineering Advisory Firm CMY Expands ICF’s Addressable Market—

—Re-AffirmsFull Year 2023 Guidance Ranges—

Revenue Was $500 Million, Up 18%
Net Income Was $20.3 Million and Diluted EPS Was $1.07, Inclusive of $3.5 Million and $0.13 Per Share in Tax-Effected M&A and Severance Charges
EBITDA¹ Was $47.5 Million, Up 19%; Adjusted EBITDA1 Was $51.0 Million, Up 15%
Non-GAAP EPS¹ Was $1.57, Up 18%
Diluted EPS and Non-GAAP EPS Include Tax Benefits of $0.21
Contract Awards Were $441 Million; TTM Contract Awards Were $2.5 Billion for a Book-to-Bill Ratio of 1.3

—Record Business Development Pipeline of $10.3 Billion Supports Outlook for Continued Growth—

RESTON, Va.— Aug. 3, 2023-- ICF (NASDAQ:ICFI), a global consulting and technology services provider, reported results for the second quarter ended June 30, 2023.

Commenting on the results, John Wasson, chair and chief executive officer, said, “The ICF team continued to deliver strong performance and effectively manage the business in the second quarter, driving double-digit revenue and EBITDA growth, substantially increasing contract awards and building our new business pipeline. At the same time, we executed transactions that strengthen ICF’s position in key growth areas and support our long-term growth strategy.

“Year-on-year revenue increased 18.2%, representing 10% organic growth and the benefit of the SemanticBits acquisition we completed in mid-2022. Year-on-year growth was led by substantial double-digit increases in revenues from federal, state and local government and commercial energy clients, which together accounted for over 88% of total second quarter revenue. Revenues from our key growth markets, namely IT modernization/digital transformation, public health, disaster management, utility consulting, and climate, environment and infrastructure services, in the aggregate, continued to drive strong year-on-year revenue comparisons. Non-GAAP EPS increased 18.0% year-on-year, benefiting from revenue growth, favorable mix and scale efficiencies as well as tax optimization strategies, which offset higher interest expense.

1


 

“This was another strong quarter of contract wins for ICF. The value of awards won increased 28% year-on-year and primarily represented new business. Our business development pipeline reached a record $10.3 billion at the end of the second quarter, indicative of the significant growth opportunities ahead.

“In the second quarter, we acquired CMY, a power engineering firm with a team of approximately 50 electrical engineers and other highly specialized experts who advise utilities and energy project developers across the U.S., Europe and Asia. This small but strategically important acquisition enlarges ICF’s addressable market and expands our ability to support clients’ needs for renewables interconnection, substation and distribution upgrades and grid resilience. We have successfully partnered with CMY on multiple projects, and our two organizations have a strong cultural alignment.

 

“In mid-July we signed definitive agreements to sell our Commercial Marketing Group. The group’s projected revenues for 2023 as part of ICF are approximately $70 million. Included in the sale were our commercial loyalty programs and integrated communications services for consumer and financial clients. This group has brought ICF tremendous capabilities that have contributed to the growth of the engagement and communications services we provide to our government and utility clients. Given our focus on key growth markets within our government and commercial energy client sets, we believe the Commercial Marketing Group will be better positioned to thrive under its new ownership, and we are pleased to note that their senior leadership and staff have been offered positions by the acquiror,” said Mr. Wasson.

The sale of ICF’s Commercial Marketing Group is subject to closing conditions and is expected to be completed in this year’s third quarter. Upon closing, ICF expects to recognize a small gain on the sale. Separately, the company will incur a one-time non-cash charge associated with stranded facilities of approximately $7 million. Proceeds from the sale of the Commercial Marketing Group will exceed the purchase price of the CMY acquisition and will be used for debt repayment.

Second Quarter 2023 Results

Second quarter 2023 revenue increased 18.2% to $500.1 million from $423.1 million in the second quarter of 2022. Subcontractor and other direct costs were 27.6% of revenue, in line with last year’s second quarter. Operating income increased 7.6% to $32.0 million, up from $29.8 million, and operating margin on revenue was 6.3%. Net income totaled $20.3 million, and diluted EPS was $1.07 per share in the 2023 second quarter, inclusive of $3.5 million, or $0.13 per share of tax-effected M&A and severance charges. Second quarter 2023 net income and diluted EPS includes a one-time tax benefit and other tax optimization strategies of $0.21 per share.

Non-GAAP EPS increased 18.0% to $1.57 per share, from the $1.33 per share reported in the comparable year-ago period, inclusive of a one-time tax benefit and other tax optimization strategies of $0.21 per share. EBITDA was $47.5 million, an increase of 19.2% compared to the $39.8 million reported a year ago. Adjusted EBITDA increased 15.3% to $51.0 million, from $44.2 million in the second quarter of 2022.

Backlog and New Business

Total backlog was $3.6 billion at the end of the second quarter of 2023. Funded backlog was $1.6 billion, or approximately 45% of the total backlog. The total value of contracts awarded in the 2023 second quarter was $441.4 million, and trailing-twelve-month contract awards totaled $2.5 billion for a book-to-bill ratio of 1.3.

2


Government Revenue Second Quarter 2023 Highlights

Revenue from government clients was $379.3 million, up 19.4% year-over-year.

U.S. federal government revenue was $271.8 million, 20.6% above the $225.3 million reported in the year-ago quarter. Federal government revenue accounted for 54.4% of total revenue, compared to 53.2% of total revenue in the second quarter of 2022.
U.S. state and local government revenue increased 27.5% to $81.2 million, from $63.7 million in the year-ago quarter. State and local government clients represented 16.2% of total revenue, compared to 15.1% in the second quarter of 2022.
International government revenue was $26.3 million, compared to $28.6 million in the year-ago quarter. International government revenue represented 5.3% of total revenue, compared to 6.8% in the second quarter of 2022.

Key Government Contracts Awarded in the Second Quarter 2023

ICF was awarded government contracts with an aggregate value of over $270 million. Notable awards won in the second quarter 2023 included:

 

Digital Modernization

A contract modification with a value of $32.3 million with a federal agency within the U.S. Department of Health and Human Services to continue to support its digital modernization efforts to improve access to critical public health data.
A bridge contract with a value of $30.2 million with a U.S. federal government agency to support its digital modernization and maintenance efforts.
A new task order with a value of $8.7 million with a U.S. federal government department to continue to support its digital modernization efforts.

Disaster Management

A new contract with a value of $32.1 million with a U.S. territory to provide disaster management consulting services to accelerate federally funded recovery efforts across the territory.

Public Health and Social Programs

A new single-award blanket purchase agreement with a ceiling of $30.0 million with the U.S. Department of the Interior to modernize the training systems and develop incident position standards for the nation’s professional wildland firefighters.
A new follow-on contract with a value of $13.8 million with the U.S. Department of Justice Office for Victims of Crime (OVC) to provide training and technical assistance (TTA) to support its Technical Assistance Collective that expands the collective impact of OVC’s TTA providers through networking, collaboration and easily accessible online tools.
A recompete task order with a potential value of $11.8 million with the U.S. National Cancer Institute to provide project management, technical, computing and administrative support to manage research portfolios for the Division of Cancer Control and Population Sciences.

3


Commercial Revenue Second Quarter 2023 Highlights

Commercial revenue was $120.7 million, 14.5% above the $105.5 million reported in the year-ago quarter.

Commercial revenue accounted for 24.1% of total revenue compared to 24.9% of total revenue in the 2022 second quarter.
Energy markets, which includes energy efficiency programs, represented 73.2% of commercial revenue. Marketing services and aviation consulting accounted for 19.1% of commercial revenue.

Key Commercial Contracts Awarded in the Second Quarter 2023

ICF was awarded commercial projects during the quarter with an aggregate value of approximately $170 million. Notable commercial awards won in the second quarter 2023 included:

Energy Markets

A new master services agreement with a Midwestern U.S. utility to provide energy efficiency program implementation services for its residential portfolio.
A sole-source contract extension with a Northeastern U.S. utility to continue to provide implementation services for its residential energy efficiency program.
A recompete contract with a North American energy regulator to provide digital modernization and ongoing support services for its program to provide utility bill offsets to low-income households.
A new contract with a North American electricity system operator to provide support services for its energy efficiency retrofit program.
A new contract with a Midwestern U.S. utility to provide energy efficiency program implementation services for its commercial and industrial pilot.

 

Commercial Marketing and Other Commercial Markets

A contract extension with a U.S. hospitality company to continue to provide loyalty program operations support services.
A recompete contract with a U.S. health insurance provider to provide brand strategy and execution services.

Dividend Declaration

On August 3, 2023, ICF declared a quarterly cash dividend of $0.14 per share, payable on October 13, 2023, to shareholders of record on September 8, 2023.

4


Summary and Outlook

“Our strong first-half revenue performance continues to illustrate how well-aligned ICF’s expertise and capabilities are with market demand and clients’ spending priorities. During the period, we continued to invest in people and technology that enabled ICF to execute effectively on our existing contracts, while positioning us to capture an even greater share of future growth opportunities. The sale of our Commercial Marketing Group was a strategic decision to streamline our business and deploy our resources to support the key growth markets we have identified, illustrated by the acquisition of CMY, which fully aligns with the increased demand we anticipate from commercial energy clients.

 

“The net impact from the sale of the Commercial Marketing Group and the acquisition of CMY is not expected to have a material effect on the guidance ranges we provided for full-year 2023. Therefore, we continue to expect 2023 total revenue of $1.930 billion to $2.0 billion, and we anticipate that subcontractor and other direct costs will be approximately 27% of total revenue. Likewise, we continue to estimate EBITDA to range from $210 million to $220 million, and diluted EPS is projected at $4.75 to $5.05, exclusive of special charges. Non-GAAP EPS is expected to range from $6.15 to $6.45. Operating cash flow is expected to be approximately $150 million in 2023.

 

“We recently released our 2023 Corporate Citizenship Report which highlights how ICF is investing in our people, minimizing our environmental footprint, supporting our communities, and serving our clients with integrity. Over 85% of ICF’s first-half 2023 revenues were derived from services supporting energy saving, carbon reduction and natural resource protection programs as well as health, education, development and social justice programs. We are proud of the impact that ICF and its people are having on society,” Mr. Wasson concluded.

1 Non-GAAP EPS, EBITDA, and Adjusted EBITDA 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.

5


About ICF

ICF is a global consulting and technology services company with approximately 9,000 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; and our ability to acquire and successfully integrate businesses. These and other factors that could cause our actual results to differ from those indicated in forward-looking statements 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.

Note on Forward-Looking Non-GAAP Measures

The company does not reconcile its forward-looking non-GAAP financial measures to the corresponding U.S. GAAP measures, due to the variability and difficulty in making accurate forecasts and projections and because not all of the information necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures (such as the effect of share-based compensation or the impact of future extraordinary or non-recurring events like acquisitions) is available to the company without unreasonable effort. For the same reasons, the company is unable to estimate the probable significance of the unavailable information. The company provides forward-looking non-GAAP financial measures that it believes will be achievable, but it cannot accurately predict all of the components of the adjusted calculations, and the U.S. GAAP financial measures may be materially different than the non-GAAP financial measures.

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

 

6


ICF International, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

(in thousands, except per share amounts)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Revenue

 

$

500,085

 

 

$

423,110

 

 

$

983,367

 

 

$

836,578

 

Direct costs

 

 

325,404

 

 

 

268,905

 

 

 

637,969

 

 

 

527,063

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Indirect and selling expenses

 

 

126,522

 

 

 

114,403

 

 

 

250,255

 

 

 

231,855

 

Depreciation and amortization

 

 

6,826

 

 

 

5,063

 

 

 

13,135

 

 

 

9,901

 

Amortization of intangible assets

 

 

9,286

 

 

 

4,963

 

 

 

18,510

 

 

 

10,280

 

Total operating costs and expenses

 

 

142,634

 

 

 

124,429

 

 

 

281,900

 

 

 

252,036

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

 

32,047

 

 

 

29,776

 

 

 

63,498

 

 

 

57,479

 

Interest, net

 

 

(10,132

)

 

 

(4,049

)

 

 

(19,589

)

 

 

(6,676

)

Other (expense) income

 

 

(677

)

 

 

44

 

 

 

(1,235

)

 

 

(395

)

Income before income taxes

 

 

21,238

 

 

 

25,771

 

 

 

42,674

 

 

 

50,408

 

Provision for income taxes

 

 

926

 

 

 

7,374

 

 

 

5,964

 

 

 

14,149

 

Net income

 

$

20,312

 

 

$

18,397

 

 

$

36,710

 

 

$

36,259

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per Share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.08

 

 

$

0.98

 

 

$

1.95

 

 

$

1.93

 

Diluted

 

$

1.07

 

 

$

0.97

 

 

$

1.94

 

 

$

1.91

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average Shares:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

18,791

 

 

 

18,796

 

 

 

18,785

 

 

 

18,795

 

Diluted

 

 

18,919

 

 

 

18,954

 

 

 

18,942

 

 

 

18,991

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per common share

 

$

0.14

 

 

$

0.14

 

 

$

0.28

 

 

$

0.28

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax

 

 

3,151

 

 

 

(4,211

)

 

 

1,817

 

 

 

(1,552

)

Comprehensive income, net of tax

 

$

23,463

 

 

$

14,186

 

 

$

38,527

 

 

$

34,707

 

 

7


ICF International, Inc. and Subsidiaries

Reconciliation of Non-GAAP Financial Measures(2)

(Unaudited)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

(in thousands, except per share amounts)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Reconciliation of EBITDA and Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

20,312

 

 

$

18,397

 

 

$

36,710

 

 

$

36,259

 

Interest, net

 

 

10,132

 

 

 

4,049

 

 

 

19,589

 

 

 

6,676

 

Provision for income taxes

 

 

926

 

 

 

7,374

 

 

 

5,964

 

 

 

14,149

 

Depreciation and amortization

 

 

16,112

 

 

 

10,026

 

 

 

31,645

 

 

 

20,181

 

EBITDA (3)

 

$

47,482

 

 

$

39,846

 

 

$

93,908

 

 

$

77,265

 

Impairment of long-lived assets (4)

 

 

 

 

 

 

 

 

894

 

 

 

 

Acquisition and divestiture-related expenditures (5)

 

 

2,103

 

 

 

2,262

 

 

 

2,906

 

 

 

3,581

 

Severance and other costs related to staff realignment (6)

 

 

1,365

 

 

 

185

 

 

 

3,860

 

 

 

1,411

 

Facilities consolidations and office closures (7)

 

 

 

 

 

 

 

 

359

 

 

 

 

Expenses related to the transfer to our new corporate headquarters (8)

 

 

 

 

 

1,882

 

 

 

 

 

 

3,764

 

Total Adjustments

 

 

3,468

 

 

 

4,329

 

 

 

8,019

 

 

 

8,756

 

Adjusted EBITDA

 

$

50,950

 

 

$

44,175

 

 

$

101,927

 

 

$

86,021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income Margin Percent on Revenue (9)

 

 

4.1

%

 

 

4.3

%

 

 

3.7

%

 

 

4.3

%

EBITDA Margin Percent on Revenue (10)

 

 

9.5

%

 

 

9.4

%

 

 

9.5

%

 

 

9.2

%

Adjusted EBITDA Margin Percent on Revenue (10)

 

 

10.2

%

 

 

10.4

%

 

 

10.4

%

 

 

10.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Non-GAAP Diluted EPS

 

 

 

 

 

 

 

 

 

 

 

 

U.S. GAAP Diluted EPS

 

$

1.07

 

 

$

0.97

 

 

$

1.94

 

 

$

1.91

 

Impairment of long-lived assets

 

 

 

 

 

 

 

 

0.05

 

 

 

 

Acquisition and divestiture-related expenses

 

 

0.11

 

 

 

0.12

 

 

 

0.15

 

 

 

0.19

 

Severance and other costs related to staff realignment

 

 

0.07

 

 

 

0.01

 

 

 

0.20

 

 

 

0.07

 

Facilities consolidations and office closures

 

 

 

 

 

 

 

 

0.02

 

 

 

 

Expenses related to the transfer to our new corporate headquarters

 

 

 

 

 

0.10

 

 

 

 

 

 

0.20

 

Amortization of intangibles

 

 

0.49

 

 

 

0.26

 

 

 

0.98

 

 

 

0.54

 

Income tax effects (11)

 

 

(0.17

)

 

 

(0.13

)

 

 

(0.34

)

 

 

(0.28

)

Non-GAAP Diluted EPS

 

$

1.57

 

 

$

1.33

 

 

$

3.00

 

 

$

2.63

 

 

8


 

(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.

 

 

 

 

 

(3) The calculation of EBITDA for the three and six months ended June 30, 2022 has been revised to conform to the current period calculation of EBITDA. Specifically, interest income of $0.1 million and $0.1 million, respectively, was reclassified from "Other expense" to "Interest, net" on the consolidated statements of comprehensive income.

 

 

 

 

 

(4) We recognized impairment expense of $0.9 million in the first quarter of 2023 related to impairment of an intangible asset.

 

 

 

 

 

(5) These costs consist primarily of third-party costs and integration costs associated with our acquisitions and/or potential acquisitions and separation costs associated with business discontinuation/divestitures.

 

 

 

 

 

(6) These costs are mainly due to involuntary employee termination benefits for our officers, and/or groups of employees who have been notified that they will be terminated as part of a consolidation or reorganization.

 

 

 

 

 

(7) These costs are exit costs associated with terminated 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 (i) continue to pay until the contractual obligation is satisfied but with no economic benefit to us or (ii) we contractually terminated the obligation and ceased utilizing the facilities.

 

 

 

 

 

(8) These costs represent incremental non-cash lease expense associated with a straight-line rent accrual during the “free rent” period in the lease for our new corporate headquarters in Reston, Virginia. We took possession of the new facility during the fourth quarter of 2021, while also maintaining and incurring lease costs for the former headquarters in Fairfax, Virginia. The transition to the new corporate headquarters was completed in the fourth quarter of 2022.

 

 

 

 

 

(9) Net Income Margin Percent on Revenue was calculated by dividing net income by revenue.

 

 

 

 

 

(10) EBITDA Margin Percent and Adjusted EBITDA Margin Percent on Revenue were calculated by dividing the non-GAAP measure by the corresponding revenue.

 

 

 

 

 

(11) Income tax effects were calculated using the effective tax rate, adjusted for certain discrete items, if any, of 25.6% and 28.6% for the three months ended June 30, 2023 and 2022, respectively, and 24.6% and 28.1% for the six months ended June 30, 2023 and 2022, respectively.

 

9


ICF International, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

 

(in thousands, except share and per share amounts)

 

June 30, 2023

 

 

December 31, 2022

 

ASSETS

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 Cash and cash equivalents

 

$

6,972

 

 

$

11,257

 

 Restricted cash

 

 

4,498

 

 

 

1,711

 

 Contract receivables, net

 

 

226,360

 

 

 

232,337

 

 Contract assets

 

 

200,202

 

 

 

169,088

 

 Prepaid expenses and other assets

 

 

32,579

 

 

 

40,709

 

 Income tax receivable

 

 

7,629

 

 

 

11,616

 

Total Current Assets

 

 

478,240

 

 

 

466,718

 

Property and Equipment, net

 

 

84,029

 

 

 

85,402

 

Other Assets:

 

 

 

 

 

 

 Goodwill

 

 

1,236,380

 

 

 

1,212,898

 

 Other intangible assets, net

 

 

117,145

 

 

 

126,537

 

 Operating lease - right-of-use assets

 

 

146,539

 

 

 

149,066

 

 Other assets

 

 

53,089

 

 

 

51,637

 

Total Assets

 

$

2,115,422

 

 

$

2,092,258

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 Current portion of long-term debt

 

$

20,500

 

 

$

23,250

 

 Accounts payable

 

 

113,273

 

 

 

135,778

 

 Contract liabilities

 

 

19,647

 

 

 

25,773

 

 Operating lease liabilities

 

 

17,544

 

 

 

19,305

 

 Finance lease liabilities

 

 

2,420

 

 

 

2,381

 

 Accrued salaries and benefits

 

 

86,777

 

 

 

85,991

 

 Accrued subcontractors and other direct costs

 

 

43,623

 

 

 

45,478

 

 Accrued expenses and other current liabilities

 

 

65,372

 

 

 

78,036

 

Total Current Liabilities

 

 

369,156

 

 

 

415,992

 

Long-term Liabilities:

 

 

 

 

 

 

 Long-term debt

 

 

581,297

 

 

 

533,084

 

 Operating lease liabilities - non-current

 

 

185,924

 

 

 

182,251

 

 Finance lease liabilities - non-current

 

 

14,894

 

 

 

16,116

 

 Deferred income taxes

 

 

62,820

 

 

 

68,038

 

 Other long-term liabilities

 

 

28,486

 

 

 

23,566

 

Total Liabilities

 

 

1,242,577

 

 

 

1,239,047

 

 

 

 

 

 

 

 

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; 23,946,260 and 23,771,596 shares issued at June 30, 2023 and December 31, 2022, respectively; 18,814,675 and 18,883,050 shares outstanding at June 30, 2023 and December 31, 2022, respectively

 

 

24

 

 

 

23

 

 Additional paid-in capital

 

 

411,187

 

 

 

401,957

 

 Retained earnings

 

 

734,468

 

 

 

703,030

 

 Treasury stock, 5,131,585 and 4,906,209 shares at June 30, 2023 and December 31, 2022 respectively

 

 

(266,518

)

 

 

(243,666

)

 Accumulated other comprehensive loss

 

 

(6,316

)

 

 

(8,133

)

Total Stockholders’ Equity

 

 

872,845

 

 

 

853,211

 

Total Liabilities and Stockholders’ Equity

 

$

2,115,422

 

 

$

2,092,258

 

 

10


ICF International, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

 

 

Six Months Ended

 

 

 

June 30,

 

(in thousands)

 

2023

 

 

2022

 

Cash Flows from Operating Activities

 

 

 

 

 

 

Net income

 

$

36,710

 

 

$

36,259

 

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

 

 

 

 

 

 

Provision for (recovery of) credit losses

 

 

837

 

 

 

(172

)

Deferred income taxes

 

 

(4,823

)

 

 

4,741

 

Non-cash equity compensation

 

 

6,688

 

 

 

6,507

 

Depreciation and amortization

 

 

31,646

 

 

 

20,181

 

Facilities consolidation reserve

 

 

 

 

 

(156

)

Amortization of debt issuance costs

 

 

651

 

 

 

617

 

Impairment of long-lived assets

 

 

888

 

 

 

 

Other adjustments, net

 

 

(1,411

)

 

 

868

 

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

 

 

 

 

 

 

Net contract assets and liabilities

 

 

(38,332

)

 

 

(71,612

)

Contract receivables

 

 

8,856

 

 

 

17,520

 

Prepaid expenses and other assets

 

 

13,864

 

 

 

(5,758

)

Operating lease assets and liabilities, net

 

 

2,894

 

 

 

(997

)

Accounts payable

 

 

(22,742

)

 

 

(5,801

)

Accrued salaries and benefits

 

 

405

 

 

 

1,512

 

Accrued subcontractors and other direct costs

 

 

(2,173

)

 

 

6,754

 

Accrued expenses and other current liabilities

 

 

(18,311

)

 

 

(3,253

)

Income tax receivable and payable

 

 

3,999

 

 

 

(1,572

)

Other liabilities

 

 

233

 

 

 

771

 

Net Cash Provided by Operating Activities

 

 

19,879

 

 

 

6,409

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

Capital expenditures for property and equipment and capitalized software

 

 

(13,139

)

 

 

(11,026

)

Proceeds from working capital adjustments related to prior business acquisition

 

 

 

 

 

2,911

 

Payments for business acquisitions, net of cash acquired

 

 

(32,664

)

 

 

 

Net Cash Used in Investing Activities

 

 

(45,803

)

 

 

(8,115

)

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

Advances from working capital facilities

 

 

669,437

 

 

 

869,529

 

Payments on working capital facilities

 

 

(624,553

)

 

 

(838,259

)

Proceeds from other short-term borrowings

 

 

7,632

 

 

 

 

Repayments of other short-term borrowings

 

 

(2,483

)

 

 

 

Receipt of restricted contract funds

 

 

4,940

 

 

 

10,967

 

Payment of restricted contract funds

 

 

(3,962

)

 

 

(20,550

)

Debt issuance costs

 

 

 

 

 

(4,776

)

Payments of principal portion of finance leases

 

 

(1,183

)

 

 

 

Proceeds from exercise of options

 

 

278

 

 

 

194

 

Dividends paid

 

 

(5,271

)

 

 

(5,280

)

Net payments for stock issuances and buybacks

 

 

(20,588

)

 

 

(20,778

)

Payments on business acquisition liabilities

 

 

 

 

 

(121

)

Net Cash Provided by (Used in) Financing Activities

 

 

24,247

 

 

 

(9,074

)

Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash

 

 

179

 

 

 

(1,189

)

 

 

 

 

 

 

 

Decrease in Cash, Cash Equivalents, and Restricted Cash

 

 

(1,498

)

 

 

(11,969

)

Cash, Cash Equivalents, and Restricted Cash, Beginning of Period

 

 

12,968

 

 

 

20,433

 

Cash, Cash Equivalents, and Restricted Cash, End of Period

 

$

11,470

 

 

$

8,464

 

 

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

Interest

 

$

19,129

 

 

$

6,473

 

Income taxes

 

$

8,450

 

 

$

12,373

 

Non-cash investing and financing transactions:

 

 

 

 

 

 

Tenant improvements funded by lessor

 

$

 

 

$

20,243

 

 

11


ICF International, Inc. and Subsidiaries

Supplemental Schedule(13)(14)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

June 30,

 

June 30,

Client Markets:

 

2023

 

2022

 

2023

 

2022

Energy, environment, infrastructure, and disaster recovery

 

41%

 

41%

 

40%

 

41%

Health and social programs

 

41%

 

37%

 

42%

 

38%

Security and other civilian & commercial

 

18%

 

22%

 

18%

 

21%

Total

 

100%

 

100%

 

100%

 

100%

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

June 30,

 

June 30,

Client Type:

 

2023

 

2022

 

2023

 

2022

U.S. federal government

 

55%

 

53%

 

55%

 

53%

U.S. state and local government

 

16%

 

15%

 

16%

 

15%

International government

 

5%

 

7%

 

5%

 

7%

Total Government

 

76%

 

75%

 

76%

 

75%

Commercial

 

24%

 

25%

 

24%

 

25%

Total

 

100%

 

100%

 

100%

 

100%

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

June 30,

 

June 30,

Contract Mix:

 

2023

 

2022

 

2023

 

2022

Time-and-materials

 

42%

 

40%

 

42%

 

40%

Fixed-price

 

45%

 

44%

 

45%

 

44%

Cost-based

 

13%

 

16%

 

13%

 

16%

Total

 

100%

 

100%

 

100%

 

100%

 

 

 

 

 

 

 

 

 

 

(13) 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.

 

 

 

 

 

 

 

 

 

(14) During the first quarter of 2023, we re-aligned our client markets from four to three and reclassified the 2022 percentages to conform to the current presentation. Certain immaterial revenue percentages in the prior year have also been reclassified due to minor adjustments and reclassification.

 

12