8-K
0001362004false00013620042023-11-022023-11-02

 

 

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): November 02, 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 November 2, 2023, ICF International, Inc. (the “Company”) announced its financial results for the third quarter ended September 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 November 2, 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 January 12, 2024, to stockholders of record as of the close of business on December 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 November 2, 2023

104

 

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

 


 

Exhibit Index

 

Exhibit

Number

Description

99.1

Press Release dated November 2, 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: November 2, 2023

By:

/s/ Barry Broadus

Barry Broadus

Chief Financial Officer

 

 


EX-99.1

Exhibit 99.1

https://cdn.kscope.io/63c94d04c7e580aa279a0bbcf91dfa04-img241278440_0.jpg

NEWS RELEASE

ICF Reports Third Quarter 2023 Results

Strong Revenue Growth Across Major Markets

New Business Pipeline at $9.8 Billion After Record Q3 Contract Awards

Raising GAAP and Non-GAAP EPS Guidance to Reflect Lower Tax Rate

Revenue Was $502 Million, Up 7%
Net Income Was $24 Million, Up 24%; Diluted EPS Was $1.25, Up 24%
Non-GAAP EPS Was $1.81, Up 12%
EBITDA1 Was $49.2 Million, Up 14%; Adjusted EBITDA1 Was $54.3 Million, Up 7%
Contract Awards Were a Record $875 Million Representing a Book-to-Bill Ratio of 1.7; TTM Contract Awards Were $2.5 Billion for a Book-to-Bill Ratio of 1.3

RESTON, Va.— Nov. 2, 2023-- ICF (NASDAQ: ICFI), a global consulting and technology services provider, reported results for the third quarter ended September 30, 2023.

Commenting on the results, John Wasson, chair and chief executive officer, said, “This was another quarter of strong execution for ICF. Revenues increased 7.2% year-on-year. Adjusting for the sale of the Commercial Marketing Group that was completed in the third quarter and the commercial U.K. events business that we exited at the end of the second quarter, revenue growth is estimated at 8.4%1, with our two major market categories, Energy, Environment & Infrastructure and Disaster Recovery and Health & Social Programs posting revenue increases of 14% and 7%, respectively.

“This also was a robust period for contract wins, which reached a third quarter record of $875 million and included record federal government awards led by IT modernization, public health, and cybersecurity. Year-to-date contract awards increased 10%, and 70% of the dollar amount of the awards represented new business, a strong indication of how well aligned ICF’s capabilities and priority markets are with client demand and funding.

“Third quarter profitability benefited from higher utilization, lower facility costs, favorable mix, and scale efficiencies. Additionally, net income and per share earnings were bolstered by tax optimization strategies that have helped to offset higher interest expense.

1


“At quarter-end, our business development pipeline was $9.8 billion, 10% above the same period last year. The pipeline represents a diversified set of opportunities, which together with our strong backlog and book-to-bill metrics, support our expectation that 2024 will be another year of considerable recurring revenue growth for ICF.”

Third Quarter 2023 Results

Third quarter 2023 total revenue increased 7.2% to $501.5 million from $467.8 million in the third quarter of 2022. Subcontractor and other direct costs were 27.1% of total revenues compared to 28.3% in last year’s third quarter. Operating income increased 13.0% to $31.9 million, up from $28.2 million, and operating margin on total revenue increased to 6.4%. Net income totaled $23.7 million, and diluted EPS was $1.25 per share in the 2023 third quarter, representing increases of 24.3% and 23.8%, respectively. Third quarter 2023 net income and diluted EPS included $5.1 million, or $0.20 per share, in tax-effected special charges, net of the gain on the sale of the company’s Commercial Marketing Group. Special charges in the third quarter of 2023 related to facilities reductions (including the previously disclosed one-time non-cash stranded facilities charge), M&A, and severance costs. Also included was a one-time tax benefit and other tax optimization strategies representing $0.13 per share.

Non-GAAP EPS1 increased 12.4% to $1.81 per share, from the $1.61 per share reported in the comparable period in 2022, inclusive of a one-time tax benefit and other tax optimization strategies totaling $0.13 per share. EBITDA was $49.2 million, an increase of 14.3% compared to the $43.0 million reported for the year-ago period. Adjusted EBITDA increased 7.3% to $54.3 million, from $50.6 million for the comparable period in 2022.

Backlog and New Business

Total backlog was $3.8 billion at the end of the third quarter of 2023. Funded backlog was $1.8 billion, or approximately 47% of the total backlog. The total value of contracts awarded in the 2023 third quarter was $875 million representing a book-to-bill ratio of 1.7, and trailing-twelve-month contract awards totaled $2.5 billion for a book-to-bill ratio of 1.3.

 

Government Revenue Third Quarter 2023 Highlights

Revenue from government clients was $383.3 million, up 6.6% year-over-year.

U.S. federal government revenue was $279.3 million, 2.8% above the $271.6 million reported in the third quarter of 2022 and was impacted by a year-over-year decrease in subcontractor and other direct costs of $5 million in the quarter. Excluding this decrease, federal government revenues grew by approximately 6.5%. Federal government revenue accounted for 55.7% of total revenue, compared to 58.1% of total revenue in the third quarter of 2022.
U.S. state and local government revenue increased 17.7% to $76.4 million, from $64.9 million in the year-ago quarter. State and local government clients represented 15.2% of total revenue, compared to 13.9% in the third quarter of 2022.

 

2


International government revenue was $27.6 million, up 19.9% from the $23.0 million reported in the year-ago quarter. International government revenue represented 5.5% of total revenue, compared to 4.9% in the third quarter of 2022.

 

Key Government Contracts Awarded in the Third Quarter 2023

Notable government contract awards won in the third quarter of 2023 included:

Health and Social Programs

A recompete contract with a value of $143.3 million with a U.S. federal agency to provide advanced data science and analysis services.
Two agreements with a combined value of $31.0 million with the U.S. National Institutes of Health’s National Library of Medicine to provide biomedical and technical expertise as well as data management and digital modernization services.
Three call orders comprised of two recompetes and one modification with a combined value of $26.0 million with a U.S. federal agency to provide training and technical assistance to support grant management activities.
A subcontract modification with a value of $10.5 million to continue to provide support and infrastructure to a contractor responsible for providing services to immigrants for the U.S. Department of Health and Human Services (HHS) Administration for Children and Families.
Several new cooperative agreements with a combined multimillion-dollar value with the U.S. Department of Housing and Urban Development to provide community development and advanced technology and analytics services to its Community Compass program.

Digital Modernization

Two new task orders with a combined value of $67.2 million with U.S. Immigration and Customs Enforcement to modernize its technology systems.
Multiple contract modifications with a combined value of $65.9 million with an agency within HHS to continue to provide digital modernization services.
A new task order through a contractor teaming agreement with a value of $54.7 million to modernize wildfire management applications and services for the U.S. Department of Agriculture’s U.S. Forest Service.
Two new task orders and a task order modification with a combined value of $21.3 million with a U.S. federal agency to continue to provide digital modernization services.
A contract modification with a value of $15.4 million with an agency within HHS to continue to support its digital service center.

Disaster Management and Mitigation

A recompete contract with a value of $24.0 million with the Government of Puerto Rico's Public Private Partnership Authority (P3) to provide disaster recovery project development services.
A new contract with a value of $22.6 million with the Oregon Housing and Community Services Department to provide technology-enabled disaster management and program implementation servicesto support wildfire recovery efforts.

3


Energy and Environment

A contract renewal with a value of $10.4 million with the department of environmental protection of a Northeastern U.S. city to provide technical assistance to new and existing buildings that must comply with a local decarbonization law.
A recompete subcontract with a value of $10.1 million to support the U.S. Department of Energy’s National Renewable Energy Laboratory Clean Cities program.

Commercial Revenue Third Quarter 2023 Highlights

Commercial revenue was $118.2 million, 9.2% above the $108.2 million reported in the third quarter of 2022.

Commercial revenue accounted for 23.6% of total revenue compared to 23.1% of total revenue in the 2022 third quarter.
Energy markets, which includes energy efficiency programs, represented 76.5% of commercial revenue. Marketing services and aviation consulting accounted for 15.6% of commercial revenue.

Key Commercial Contracts Awarded in the Third Quarter

Notable commercial awards won in the third quarter of 2023 included:

Energy Markets

A new contract with a Northeastern U.S. diversified energy company to provide marketing services as its agency of record.
A new contract with a North American energy system operator to provide lighting energy efficiency program implementation services.
A contract modification with a Southern U.S. utility to provide a habitat conservation plan.
A new contract with a mid-Atlantic U.S. utility to provide the engineering design for a transmission substation.
A contract modification with a Northeastern U.S. utility to provide fleet advisory services.
A new contract with a Southern U.S. utility to provide implementation services for its beneficial electrification program.

Dividend Declaration

On November 2, 2023, ICF declared a quarterly cash dividend of $0.14 per share, payable on January 12, 2024, to shareholders of record on December 8, 2023.

4


 

Summary and Outlook

“ICF’s strong year-to-date performance has put us firmly on track to achieve our full-year guidance and has set the stage for continued growth in 2024. Our key growth markets, utility consulting, disaster management, IT modernization/digital transformation, and climate, environment, and infrastructure services, represented approximately 80% of our total nine-month revenues, adjusted for the sale of our Commercial Marketing Group and the exit of our commercial U.K. events business. We are also encouraged by our year-to-date profitability metrics, which reflect actions we have taken to deploy our resources to support these growth markets, strengthen operating efficiencies, and streamline our business.

 

“Based on our results to date, the recent sale of our Commercial Marketing Group and the exit of our commercial U.K. events business in the second quarter, we are narrowing our guidance range for full-year 2023 revenue to $1,950 million to $1,980 million, and we anticipate subcontractor and other direct costs will be approximately 27% of total revenue. Adjusted EBITDA is expected to range from $212 million to $218 million. We are raising our guidance ranges for diluted EPS to $5.00 to $5.10, exclusive of special charges, and Non-GAAP EPS to $6.40 to $6.50 due to a lower than anticipated tax rate. Operating cash flow is projected at approximately $150 million in 2023. Included in full year 2023 guidance are $60 million in year-to-date revenues from our Commercial Marketing Group and our commercial U.K. events business, which were divested in 2023. At similar margins to the rest of our business, these service lines are estimated to have contributed EPS of approximately $0.20 that will not recur in 2024.

 

“Looking ahead to 2024, our record sales, substantial backlog, and robust business development pipeline support our expectations for high single-digit organic growth in recurring revenues.

 

“In the third quarter, Forbes named ICF one of America’s Best Employers for Women for the second consecutive year, and in 2023 ICF also was included on Forbes’ America’s Best Management Consulting Firms list for the eighth straight year and on its Best Employers for Diversity List for the third straight year. These recognitions speak volumes about the collaborative and inclusive corporate culture that we work every day to maintain. We encourage all our stakeholders to read our latest Corporate Citizenship Report, which details how ICF and our people are impacting 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

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

(in thousands, except per share amounts)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Revenue

 

$

501,519

 

 

$

467,777

 

 

$

1,484,886

 

 

$

1,304,355

 

Direct costs

 

 

323,504

 

 

 

307,295

 

 

 

961,473

 

 

 

834,358

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Indirect and selling expenses

 

 

131,553

 

 

 

118,290

 

 

 

381,808

 

 

 

350,145

 

Depreciation and amortization

 

 

5,917

 

 

 

5,297

 

 

 

19,052

 

 

 

15,198

 

Amortization of intangible assets

 

 

8,644

 

 

 

8,661

 

 

 

27,154

 

 

 

18,941

 

Total operating costs and expenses

 

 

146,114

 

 

 

132,248

 

 

 

428,014

 

 

 

384,284

 

Operating income

 

 

31,901

 

 

 

28,234

 

 

 

95,399

 

 

 

85,713

 

Interest, net

 

 

(10,557

)

 

 

(7,420

)

 

 

(30,146

)

 

 

(14,096

)

Other income

 

 

2,736

 

 

 

833

 

 

 

1,501

 

 

 

438

 

Income before income taxes

 

 

24,080

 

 

 

21,647

 

 

 

66,754

 

 

 

72,055

 

Provision for income taxes

 

 

340

 

 

 

2,542

 

 

 

6,304

 

 

 

16,691

 

Net income

 

$

23,740

 

 

$

19,105

 

 

$

60,450

 

 

$

55,364

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per Share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.26

 

 

$

1.01

 

 

$

3.22

 

 

$

2.94

 

Diluted

 

$

1.25

 

 

$

1.01

 

 

$

3.19

 

 

$

2.91

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average Shares:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

18,815

 

 

 

18,826

 

 

 

18,795

 

 

 

18,806

 

Diluted

 

 

18,974

 

 

 

19,009

 

 

 

18,958

 

 

 

19,001

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per common share

 

$

0.14

 

 

$

0.14

 

 

$

0.42

 

 

$

0.42

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss, net of tax

 

 

(4,053

)

 

 

(1,555

)

 

 

(2,236

)

 

 

(3,107

)

Comprehensive income, net of tax

 

$

19,687

 

 

$

17,550

 

 

$

58,214

 

 

$

52,257

 

 

7


ICF International, Inc. and Subsidiaries

Reconciliation of Non-GAAP Financial Measures(2)

(Unaudited)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

(in thousands, except per share amounts)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Reconciliation of Revenue, Adjusted for Impact of Exited Business

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

501,519

 

 

$

467,777

 

 

$

1,484,886

 

 

$

1,304,355

 

Less: Adjustment to 2022 revenue from exited business (3)

 

 

 

 

 

(5,015

)

 

 

 

 

 

(5,015

)

Total Revenue, Adjusted for Impact of Exited Business

 

$

501,519

 

 

$

462,762

 

 

$

1,484,886

 

 

$

1,299,340

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of EBITDA and Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

23,740

 

 

$

19,105

 

 

$

60,450

 

 

$

55,364

 

Interest, net

 

 

10,557

 

 

 

7,420

 

 

 

30,146

 

 

 

14,096

 

Provision for income taxes

 

 

340

 

 

 

2,542

 

 

 

6,304

 

 

 

16,691

 

Depreciation and amortization

 

 

14,561

 

 

 

13,958

 

 

 

46,206

 

 

 

34,139

 

EBITDA (4)

 

$

49,198

 

 

$

43,025

 

 

$

143,106

 

 

$

120,290

 

Impairment of long-lived assets (5)

 

 

2,912

 

 

 

 

 

 

3,806

 

 

 

 

Acquisition and divestiture-related expenditures (6)

 

 

1,779

 

 

 

1,940

 

 

 

4,685

 

 

 

5,521

 

Severance and other costs related to staff realignment (7)

 

 

595

 

 

 

3,757

 

 

 

4,455

 

 

 

5,168

 

Charges for facility consolidations and office closures (8)

 

 

2,220

 

 

 

 

 

 

2,579

 

 

 

 

Pre-tax gain from divestiture of a business (9)

 

 

(2,425

)

 

 

 

 

 

(2,425

)

 

 

 

Expenses related to the transfer to our new corporate headquarters (10)

 

 

 

 

 

1,883

 

 

 

 

 

 

5,647

 

Total Adjustments

 

 

5,081

 

 

 

7,580

 

 

 

13,100

 

 

 

16,336

 

Adjusted EBITDA

 

$

54,279

 

 

$

50,605

 

 

$

156,206

 

 

$

136,626

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income Margin Percent on Revenue (11)

 

 

4.7

%

 

 

4.1

%

 

 

4.1

%

 

 

4.2

%

EBITDA Margin Percent on Revenue (12)

 

 

9.8

%

 

 

9.2

%

 

 

9.6

%

 

 

9.2

%

Adjusted EBITDA Margin Percent on Revenue (12)

 

 

10.8

%

 

 

10.8

%

 

 

10.5

%

 

 

10.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Non-GAAP Diluted EPS

 

 

 

 

 

 

 

 

 

 

 

 

U.S. GAAP Diluted EPS

 

$

1.25

 

 

$

1.01

 

 

$

3.19

 

 

$

2.91

 

Impairment of long-lived assets

 

 

0.15

 

 

 

 

 

 

0.20

 

 

 

 

Acquisition and divestiture-related expenditures

 

 

0.09

 

 

 

0.10

 

 

 

0.25

 

 

 

0.29

 

Severance and other costs related to staff realignment

 

 

0.03

 

 

 

0.20

 

 

 

0.23

 

 

 

0.27

 

Charges for facility consolidations and office closures

 

 

0.12

 

 

 

 

 

 

0.14

 

 

 

 

Pre-tax gain from divestiture of a business

 

 

(0.13

)

 

 

 

 

 

(0.13

)

 

 

 

Expenses related to the transfer to our new corporate headquarters

 

 

 

 

 

0.10

 

 

 

 

 

 

0.30

 

Amortization of intangibles

 

 

0.46

 

 

 

0.46

 

 

 

1.43

 

 

 

1.00

 

Income tax effects of the adjustments (13)

 

 

(0.16

)

 

 

(0.26

)

 

 

(0.50

)

 

 

(0.54

)

Non-GAAP Diluted EPS

 

$

1.81

 

 

$

1.61

 

 

$

4.81

 

 

$

4.23

 

 

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) Includes adjustment to revenue for the three and nine months ended September 30, 2022 to reflect the impact of exiting our U.K. commercial marketing business as of June 30, 2023 and the divestiture of our U.S. commercial marketing business on September 11, 2023. The adjustment of revenue related to our U.K. commercial marketing business was for the period July 1 to September 30 totaling $2.8 million for both the three and the nine months ended September 30, 2022, respectively. The adjustment of revenue related to our U.S. commercial marketing business was for the period September 12 to September 30 totaling $2.2 million for both the three and nine months ended September 30, 2022, respectively.

 

 

 

 

 

(4) The calculation of EBITDA for the three and nine months ended September 30, 2022 has been revised to conform to the current period calculation of EBITDA. Specifically, interest income of $0.1 million and $0.2 million, respectively, was reclassified from "Other expense" to "Interest, net" on the consolidated statements of comprehensive income.

 

 

 

 

 

(5) We recorded impairment of $0.9 million and $2.9 million in the first and the third quarter of 2023, respectively, related to impairment of an intangible asset and operating lease right-of-use assets.

 

 

 

 

 

(6) 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.

 

 

 

 

 

(7) 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.

 

 

 

 

 

(8) 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 (i) we will 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.

 

 

 

 

 

(9) During the third quarter of 2023, we recognized a pre-tax gain of $2.4 million from sale of assets related to the divestiture of our U.S. commercial marketing business.

 

 

 

 

 

(10) 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.

 

 

 

 

 

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

 

 

 

 

 

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

 

 

 

 

 

(13) Income tax effects were calculated using the effective tax rate, adjusted for certain discrete items, if any, of 21.7% and 29.4% for the three months ended September 30, 2023 and 2022, respectively, and 23.5% and 28.5% for the nine months ended September 30, 2023 and 2022, respectively.

 

9


ICF International, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

 

(in thousands, except share and per share amounts)

 

September 30, 2023

 

 

December 31, 2022

 

ASSETS

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 Cash and cash equivalents

 

$

5,084

 

 

$

11,257

 

 Restricted cash

 

 

2,770

 

 

 

1,711

 

 Contract receivables, net

 

 

214,818

 

 

 

232,337

 

 Contract assets

 

 

209,267

 

 

 

169,088

 

 Prepaid expenses and other assets

 

 

34,294

 

 

 

40,709

 

 Income tax receivable

 

 

11,175

 

 

 

11,616

 

Total Current Assets

 

 

477,408

 

 

 

466,718

 

Property and Equipment, net

 

 

78,706

 

 

 

85,402

 

Other Assets:

 

 

 

 

 

 

 Goodwill

 

 

1,219,326

 

 

 

1,212,898

 

 Other intangible assets, net

 

 

103,211

 

 

 

126,537

 

 Operating lease - right-of-use assets

 

 

134,172

 

 

 

149,066

 

 Other assets

 

 

42,297

 

 

 

51,637

 

Total Assets

 

$

2,055,120

 

 

$

2,092,258

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 Current portion of long-term debt

 

$

23,250

 

 

$

23,250

 

 Accounts payable

 

 

123,414

 

 

 

135,778

 

 Contract liabilities

 

 

16,989

 

 

 

25,773

 

 Operating lease liabilities

 

 

19,230

 

 

 

19,305

 

 Finance lease liabilities

 

 

2,441

 

 

 

2,381

 

 Accrued salaries and benefits

 

 

77,123

 

 

 

85,991

 

 Accrued subcontractors and other direct costs

 

 

42,049

 

 

 

45,478

 

 Accrued expenses and other current liabilities

 

 

64,681

 

 

 

78,036

 

Total Current Liabilities

 

 

369,177

 

 

 

415,992

 

Long-term Liabilities:

 

 

 

 

 

 

 Long-term debt

 

 

510,687

 

 

 

533,084

 

 Operating lease liabilities - non-current

 

 

174,718

 

 

 

182,251

 

 Finance lease liabilities - non-current

 

 

14,277

 

 

 

16,116

 

 Deferred income taxes

 

 

40,148

 

 

 

68,038

 

 Other long-term liabilities

 

 

52,783

 

 

 

23,566

 

Total Liabilities

 

 

1,161,790

 

 

 

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; 23,948,590 and 23,771,596 shares issued at September 30, 2023 and December 31, 2022, respectively; 18,816,914 and 18,883,050 shares outstanding at September 30, 2023 and December 31, 2022, respectively

 

 

24

 

 

 

23

 

 Additional paid-in capital

 

 

414,633

 

 

 

401,957

 

 Retained earnings

 

 

755,572

 

 

 

703,030

 

 Treasury stock, 5,131,676 and 4,906,209 shares at September 30, 2023 and December 31, 2022 respectively

 

 

(266,530

)

 

 

(243,666

)

 Accumulated other comprehensive loss

 

 

(10,369

)

 

 

(8,133

)

Total Stockholders’ Equity

 

 

893,330

 

 

 

853,211

 

Total Liabilities and Stockholders’ Equity

 

$

2,055,120

 

 

$

2,092,258

 

 

10


ICF International, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

 

 

Nine Months Ended

 

 

 

September 30,

 

(in thousands)

 

2023

 

 

2022

 

Cash Flows from Operating Activities

 

 

 

 

 

 

Net income

 

$

60,450

 

 

$

55,364

 

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

 

 

 

 

 

 

Provision for credit losses

 

 

691

 

 

 

91

 

Deferred income taxes and unrecognized income tax benefits

 

 

(3,533

)

 

 

6,023

 

Non-cash equity compensation

 

 

10,134

 

 

 

10,023

 

Depreciation and amortization

 

 

46,207

 

 

 

34,139

 

Facilities consolidation reserve

 

 

 

 

 

(236

)

Amortization of debt issuance costs

 

 

984

 

 

 

940

 

Impairment of long-lived assets

 

 

3,801

 

 

 

 

Gain on divestiture of a business

 

 

(4,302

)

 

 

 

Other adjustments, net

 

 

(2,222

)

 

 

474

 

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

 

 

 

 

 

 

Net contract assets and liabilities

 

 

(52,010

)

 

 

(72,619

)

Contract receivables

 

 

12,087

 

 

 

(31,770

)

Prepaid expenses and other assets

 

 

11,893

 

 

 

(11,991

)

Operating lease assets and liabilities, net

 

 

3,897

 

 

 

(1,305

)

Accounts payable

 

 

(13,333

)

 

 

23,394

 

Accrued salaries and benefits

 

 

(8,521

)

 

 

(13,971

)

Accrued subcontractors and other direct costs

 

 

(3,353

)

 

 

9,441

 

Accrued expenses and other current liabilities

 

 

(18,727

)

 

 

(476

)

Income tax receivable and payable

 

 

450

 

 

 

(1,667

)

Other liabilities

 

 

959

 

 

 

742

 

Net Cash Provided by Operating Activities

 

 

45,552

 

 

 

6,596

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

Capital expenditures for property and equipment and capitalized software

 

 

(17,876

)

 

 

(17,323

)

Proceeds from working capital adjustments related to prior business acquisition

 

 

 

 

 

2,911

 

Payments for business acquisitions, net of cash acquired

 

 

(32,664

)

 

 

(238,991

)

Proceeds from divestiture of a business

 

 

47,151

 

 

 

 

Net Cash Used in Investing Activities

 

 

(3,389

)

 

 

(253,403

)

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

Advances from working capital facilities

 

 

972,266

 

 

 

1,358,335

 

Payments on working capital facilities

 

 

(995,244

)

 

 

(1,074,888

)

Proceeds from other short-term borrowings

 

 

25,394

 

 

 

 

Repayments of other short-term borrowings

 

 

(18,845

)

 

 

 

Receipt of restricted contract funds

 

 

6,412

 

 

 

13,525

 

Payment of restricted contract funds

 

 

(7,042

)

 

 

(23,358

)

Debt issuance costs

 

 

 

 

 

(4,852

)

Payments of principal portion of finance leases

 

 

(1,780

)

 

 

 

Proceeds from exercise of options

 

 

279

 

 

 

412

 

Dividends paid

 

 

(7,903

)

 

 

(7,912

)

Net payments for stock issuances and buybacks

 

 

(20,601

)

 

 

(21,105

)

Payments on business acquisition liabilities

 

 

 

 

 

(1,132

)

Net Cash (Used in) Provided by Financing Activities

 

 

(47,064

)

 

 

239,025

 

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

 

 

(213

)

 

 

(2,175

)

 

 

 

 

 

 

 

Decrease in Cash, Cash Equivalents, and Restricted Cash

 

 

(5,114

)

 

 

(9,957

)

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

 

 

12,968

 

 

 

20,433

 

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

 

$

7,854

 

 

$

10,476

 

 

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

Interest

 

$

29,173

 

 

$

13,595

 

Income taxes

 

$

12,604

 

 

$

14,384

 

Non-cash investing and financing transactions:

 

 

 

 

 

 

Tenant improvements funded by lessor

 

$

 

 

$

20,253

 

Acquisition of property and equipment through finance lease

 

$

 

 

$

15,027

 

 

11


ICF International, Inc. and Subsidiaries

Supplemental Schedule(14)(15)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30,

 

September 30,

Client Markets:

 

2023

 

2022

 

2023

 

2022

Energy, environment, infrastructure, and disaster recovery

 

41%

 

38%

 

40%

 

40%

Health and social programs

 

42%

 

42%

 

42%

 

39%

Security and other civilian & commercial

 

17%

 

20%

 

18%

 

21%

Total

 

100%

 

100%

 

100%

 

100%

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30,

 

September 30,

Client Type:

 

2023

 

2022

 

2023

 

2022

U.S. federal government

 

56%

 

58%

 

55%

 

55%

U.S. state and local government

 

15%

 

14%

 

16%

 

15%

International government

 

5%

 

5%

 

5%

 

6%

Total Government

 

76%

 

77%

 

76%

 

76%

Commercial

 

24%

 

23%

 

24%

 

24%

Total

 

100%

 

100%

 

100%

 

100%

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30,

 

September 30,

Contract Mix:

 

2023

 

2022

 

2023

 

2022

Time-and-materials

 

41%

 

40%

 

41%

 

40%

Fixed-price

 

45%

 

45%

 

45%

 

45%

Cost-based

 

14%

 

15%

 

14%

 

15%

Total

 

100%

 

100%

 

100%

 

100%

 

 

 

 

 

 

 

 

 

 

(14) 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.

 

 

 

 

 

 

 

 

 

(15) 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