8-K
false000136200400013620042024-08-012024-08-01

 

 

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 01, 2024

 

 

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 1, 2024, ICF International, Inc. (the “Company”) announced its financial results for the second quarter ended June 30, 2024. 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 1, 2024, 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 11, 2024, to stockholders of record as of the close of business on September 6, 2024.

 

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 1, 2024

104

 

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

 


 

Exhibit Index

 

Exhibit

Number

Description

99.1

Press Release dated August 1, 2024

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 1, 2024

By:

/s/ Barry Broadus

Barry Broadus

Chief Financial Officer

 

 


EX-99.1

Exhibit 99.1

https://cdn.kscope.io/8bb4a08482d4ec44ffe0a10143277112-img241278440_0.jpg

 

NEWS RELEASE

ICF Reports Second Quarter 2024 Results

-- Favorable Business Mix and Higher Utilization Drove Strong EPS Performance --

-- Record Business Development Pipeline of $10.5 Billion at Quarter-End --

-- Increasing Full Year EPS and EBITDA Guidance Primarily to Reflect Mix Shift --

Second Quarter Highlights:

Revenue Increased 2% to $512 Million; Up 6% Excluding Divestitures
Net Income Was $25.6 Million and GAAP EPS Was $1.36, Up 27%
Non-GAAP EPS1 Was $1.69, Up 8%
EBITDA1 Was $55.6 Million, Up 17%; Adjusted EBITDA1 Was $56.0 Million, Up 10%
Contract Awards Were a Record $810 Million, Up 83% Year-on-Year for a TTM Book-to-Bill Ratio of 1.40

RESTON, Va.— August 1, 2024 -- ICF (NASDAQ: ICFI), a global consulting and technology services provider, reported results for the second quarter ended June 30, 2024.

Commenting on the results, John Wasson, chair and chief executive officer, said, “We delivered strong performance across all key financial metrics in the second quarter, demonstrating the benefits of our diversified portfolio and reflecting continued favorable business mix. Revenues increased 2% year-on-year and increased 6% from last year’s levels adjusting for the divestiture of our commercial marketing business lines in 2023.

“Similar to the first quarter, our second quarter results were led by robust growth in higher-margin revenues from commercial energy clients. We experienced especially strong demand from our utility clients for ICF’s core energy efficiency programs as well as our expanded offerings in priority areas including grid resilience, electrification, decarbonization and flexible load management, all of which are particularly relevant given the growth in data center demand. Revenues from our Energy, Environment, Infrastructure and Disaster Recovery client market increased 14% to account for 45% of ICF’s second quarter revenues, compared to its 41% contribution to last year’s second quarter revenues.

“Margin expansion was a key driver of our strong second quarter earnings. In addition to favorable business mix and higher utilization, margin performance reflected lower facility costs, together with the benefits of our increased scale. Also, lower depreciation and amortization expense and lower interest expense enhanced our net income and earnings per share results for the period.

1


“This was a record second quarter of contract awards for ICF, which reached $810 million, representing a quarterly book-to-bill ratio of 1.58 and a trailing twelve-month book-to-bill ratio of 1.40. New business wins accounted for approximately 55% of our first half awards, demonstrating how well ICF’s capabilities are aligned with client spending priorities. Additionally, an increasing percentage of the value of our year-to-date awards represented contracts that include an AI component, a good indicator of our recognized expertise in this high-demand area.”

Second Quarter 2024 Results

Second quarter 2024 total revenue was $512.0 million, a 2.4% increase from the $500.1 million reported in the second quarter of 2023, and up 6.2% from last year’s second quarter revenues adjusted for the divestiture of our commercial marketing business lines. Subcontractor and other direct costs were 25.9% of total revenues compared to 27.5% in last year’s second quarter. Operating income was $42.4 million, up 32.3% from $32.0 million last year, and operating margin on total revenue expanded to 8.3% from 6.4%. Net income totaled $25.6 million, and GAAP EPS was $1.36 per share. This compares to net income and GAAP EPS of $20.3 million, and $1.07, respectively, reported in the second quarter of 2023, which included $3.5 million, or $0.13 per share of tax-effected special charges. In the 2024 second quarter, the company’s tax rate was 26.3% compared to 4.4% in the 2023 second quarter.

Non-GAAP EPS increased 7.6% to $1.69 per share, from $1.57 per share reported in the comparable period in 2023. EBITDA was $55.6 million, 17.2% above the $47.5 million reported in the year-ago period. Adjusted EBITDA increased 9.9% to $56.0 million from $51.0 million for the comparable period in 2023.

Backlog and New Business

Total backlog was $3.8 billion at the end of the second quarter of 2024. Funded backlog was $1.7 billion, or 45% of the total backlog. The total value of contracts awarded in the 2024 second quarter was $810 million, up 83% year-on-year for a book-to-bill ratio of 1.58, and trailing twelve-month contract awards totaled $2.8 billion, up 12% year-on-year for a book-to-bill ratio of 1.40.

Government Revenue Second Quarter 2024 Highlights

Revenue from government clients was $387.0 million, up 1.8% year-over-year.

U.S. federal government revenue was $273.5 million, an increase of 0.2% compared to the $273.1 million reported in the second quarter of 2023 and was unfavorably impacted by a year-over-year decrease in revenues from subcontractor and other direct costs of $9.1 million in the quarter. Federal government revenue accounted for 53.4% of total revenue, compared to 54.6% of total revenue in the second quarter of 2023.
U.S. state and local government revenue increased 4.7% to $84.8 million, from $81.1 million in the year-ago quarter. State and local government clients represented 16.6% of total revenue, up from 16.2% from the second quarter of 2023.
International government revenue was $28.7 million, up 9.5% from the $26.2 million reported in the year-ago quarter. International government revenue represented 5.6% of total revenue, compared to 5.2% in the second quarter of 2023.

2


Key Government Contracts Awarded in the Second Quarter 2024

Notable government contract awards won in the second quarter of 2024 included:

Health and Social Programs

A recompete contract with a value of $236.8 million with the U.S. Agency for International Development Bureau for Global Health to continue to deliver the Demographic and Health Surveys Program.
Two recompete framework contracts with a combined value of $6.5 million with a directorate general of the European Commission to provide evaluation services.

IT Modernization

A new subcontract with a value of $87.7 million to continue modernizing and executing the Centers for Medicare and Medicaid Services Quality Payment Program.
A contract extension with a value of $29.8 million with a U.S. federal agency to continue to provide digital modernization services.
A new contract with a value of $16.8 million with the U.S. Federal Emergency Management Agency (FEMA) to build a cloud-based data exchange platform to improve the efficiency and cost-effectiveness of FEMA’s disaster response and recovery efforts.
A contract extension with a value of $15.2 million with a U.S. federal agency to continue to provide digital modernization and maintenance services.

Disaster Management and Mitigation

A recompete contract with a value of $84.1 million with the Government of Puerto Rico’s Public-Private Partnership Authority to continue supporting long-term disaster recovery and mitigation efforts across the territory.

Climate, Energy and Environment

A recompete contract with a ceiling of $17.1 million with The Los Angeles County Southern California Regional Energy Network to design and deliver their full portfolio of residential energy efficiency programs.
A recompete master services agreement with a ceiling of $11.7 million with a Western U.S. state transportation department to provide on-call environmental services.
A contract modification with a value of $7.6 million with a Northwest U.S. public utility to support its public electric vehicle charging program.

Commercial Revenue Second Quarter 2024 Highlights

Commercial revenue was $125.0 million, compared to $119.8 million reported in the second quarter of 2023, up 22.6% compared to revenues of $101.9 million excluding divestitures in 2023.

Energy markets revenue, which includes energy efficiency programs, increased 24.8% and represented 86.6% of commercial revenue.
Commercial revenue accounted for 24.4% of total revenue compared to 23.9% of total revenue in the 2023 second quarter.

3


Key Commercial Contracts Awarded in the Second Quarter of 2024

Notable commercial awards won in the second quarter of 2024 included:

Energy Markets

A large multimillion-dollar recompete contract with a Northeastern U.S. utility to provide program implementation services for its residential energy efficiency portfolio.
A new contract with a Northeastern U.S. utility to provide program implementation services for its residential and commercial and industrial (C&I) energy efficiency programs.
A contract modification with a Northeastern U.S. utility to continue to serve as the utility’s agency of record for its energy efficiency programs.
A new contract with a Northwestern U.S. utility to support its portfolio of energy efficiency products programs.
A subcontract modification to administer a Midwestern U.S. utility’s pilots program.
A new contract with an Eastern U.S. utility to provide program implementation services for its residential and C&I energy efficiency programs.

Dividend Declaration

On August 1, 2024, ICF declared a quarterly cash dividend of $0.14 per share, payable on October 11, 2024, to shareholders of record on September 6, 2024.

Summary and Outlook

“Following our strong year-to-date performance and based on our current visibility for continued favorable business mix and utilization metrics, we are pleased to increase our earnings per share and adjusted EBITDA guidance for full year 2024. Our revised guidance is for GAAP EPS in the range of $5.60 to $5.90 and Non-GAAP EPS of $6.95 to $7.25, up $0.35 from prior guidance and representing year-on-year growth of 32.2% and 9.2%, respectively, at the midpoints. Adjusted EBITDA is now expected to range between $225 million and $235 million, up from our prior guidance of $220 million to $230 million. The midpoint of this range will result in ICF achieving the three-year EBITDA objective we provided at our 2022 Investor Day adjusted for the 2023 divestitures, and we expect to accomplish this with substantially fewer acquisitions than originally contemplated.

“Our first half results have put us on track to achieve our full year revenue guidance for 2024. Based on our current visibility, we expect our Energy, Environment, Infrastructure and Disaster Recovery client market to show robust growth in the second half of this year, continuing to more than offset results in our Health and Social Programs client market, where gross revenue comparisons have been impacted by lower pass-through revenues. Operating cash flow guidance remains at approximately $155 million.

4


“A growing backlog and our record business development pipeline of $10.5 billion at the end of the second quarter support our expectations for continued strong growth in 2024 and give us confidence in ICF’s ability to continue to grow at a high single-digit rate in the coming years. We are experiencing high demand from commercial clients for our energy and environmental expertise and implementation skills. We have excellent credentials to assist state and local government clients in meeting their planning, resilience and mitigation objectives, as well as supporting their disaster recovery efforts. We also have significantly expanded our capabilities in areas in the federal government that have bipartisan support, particularly IT modernization, which remains an area of priority spending.

“We appreciate the tremendous contributions of our staff in driving the success of ICF by supporting our clients with multi-disciplinary advisory work and cross-cutting implementation skills. Their passion for their work and for the impact it has on society is ICF’s ‘secret sauce’,” 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. GAAP EPS refers to U.S. GAAP Diluted EPS. Non-GAAP EPS refers to Non-GAAP Diluted EPS. 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.

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.

5


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)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenue

 

$

512,029

 

 

$

500,085

 

 

$

1,006,465

 

 

$

983,367

 

Direct costs

 

 

329,331

 

 

 

325,404

 

 

 

639,864

 

 

 

637,969

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Indirect and selling expenses

 

 

127,091

 

 

 

126,522

 

 

 

256,185

 

 

 

250,255

 

Depreciation and amortization

 

 

4,909

 

 

 

6,826

 

 

 

10,483

 

 

 

13,135

 

Amortization of intangible assets

 

 

8,291

 

 

 

9,286

 

 

 

16,582

 

 

 

18,510

 

Total operating costs and expenses

 

 

140,291

 

 

 

142,634

 

 

 

283,250

 

 

 

281,900

 

Operating income

 

 

42,407

 

 

 

32,047

 

 

 

83,351

 

 

 

63,498

 

Interest, net

 

 

(7,703

)

 

 

(10,132

)

 

 

(15,941

)

 

 

(19,589

)

Other income (expense)

 

 

36

 

 

 

(677

)

 

 

1,666

 

 

 

(1,235

)

Income before income taxes

 

 

34,740

 

 

 

21,238

 

 

 

69,076

 

 

 

42,674

 

Provision for income taxes

 

 

9,129

 

 

 

926

 

 

 

16,148

 

 

 

5,964

 

Net income

 

$

25,611

 

 

$

20,312

 

 

$

52,928

 

 

$

36,710

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per Share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.37

 

 

$

1.08

 

 

$

2.82

 

 

$

1.95

 

Diluted

 

$

1.36

 

 

$

1.07

 

 

$

2.80

 

 

$

1.94

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average Shares:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

18,738

 

 

 

18,791

 

 

 

18,748

 

 

 

18,785

 

Diluted

 

 

18,861

 

 

 

18,919

 

 

 

18,912

 

 

 

18,942

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per common share

 

$

0.14

 

 

$

0.14

 

 

$

0.28

 

 

$

0.28

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive (loss) income, net of tax

 

 

(343

)

 

 

3,151

 

 

 

341

 

 

 

1,817

 

Comprehensive income, net of tax

 

$

25,268

 

 

$

23,463

 

 

$

53,269

 

 

$

38,527

 

 

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)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Reconciliation of Revenue, Adjusted for Impact of Exited Business

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

512,029

 

 

$

500,085

 

 

$

1,006,465

 

 

$

983,367

 

Less: Revenue from exited business (3)

 

 

 

 

 

(17,831

)

 

 

 

 

 

(46,148

)

Total Revenue, Adjusted for Impact of Exited Business

 

$

512,029

 

 

$

482,254

 

 

$

1,006,465

 

 

$

937,219

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of EBITDA and Adjusted EBITDA (4)

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

25,611

 

 

$

20,312

 

 

$

52,928

 

 

$

36,710

 

Interest, net

 

 

7,703

 

 

 

10,132

 

 

 

15,941

 

 

 

19,589

 

Provision for income taxes

 

 

9,129

 

 

 

926

 

 

 

16,148

 

 

 

5,964

 

Depreciation and amortization

 

 

13,200

 

 

 

16,112

 

 

 

27,065

 

 

 

31,645

 

EBITDA

 

 

55,643

 

 

 

47,482

 

 

 

112,082

 

 

 

93,908

 

Impairment of long-lived assets (5)

 

 

 

 

 

 

 

 

 

 

 

894

 

Acquisition and divestiture-related expenses (6)

 

 

 

 

 

2,103

 

 

 

66

 

 

 

2,906

 

Severance and other costs related to staff realignment (7)

 

 

370

 

 

 

1,365

 

 

 

735

 

 

 

3,860

 

Charges for facility consolidations and office closures (8)

 

 

 

 

 

 

 

 

 

 

 

359

 

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

 

 

 

 

 

 

 

 

(1,715

)

 

 

 

Total Adjustments

 

 

370

 

 

 

3,468

 

 

 

(914

)

 

 

8,019

 

Adjusted EBITDA

 

$

56,013

 

 

$

50,950

 

 

$

111,168

 

 

$

101,927

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income Margin Percent on Revenue (10)

 

 

5.0

%

 

 

4.1

%

 

 

5.3

%

 

 

3.7

%

EBITDA Margin Percent on Revenue (11)

 

 

10.9

%

 

 

9.5

%

 

 

11.1

%

 

 

9.5

%

Adjusted EBITDA Margin Percent on Revenue (11)

 

 

10.9

%

 

 

10.2

%

 

 

11.0

%

 

 

10.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Non-GAAP Diluted EPS (4)

 

 

 

 

 

 

 

 

 

 

 

 

U.S. GAAP Diluted EPS

 

$

1.36

 

 

$

1.07

 

 

$

2.80

 

 

$

1.94

 

Impairment of long-lived assets

 

 

 

 

 

 

 

 

 

 

 

0.05

 

Acquisition and divestiture-related expenses

 

 

 

 

 

0.11

 

 

 

 

 

 

0.15

 

Severance and other costs related to staff realignment

 

 

0.02

 

 

 

0.07

 

 

 

0.04

 

 

 

0.20

 

Expenses related to facility consolidations and office closures (12)

 

 

 

 

 

 

 

 

0.04

 

 

 

0.02

 

Pre-tax gain from divestiture of a business

 

 

 

 

 

 

 

 

(0.09

)

 

 

 

Amortization of intangibles

 

 

0.44

 

 

 

0.49

 

 

 

0.88

 

 

 

0.98

 

Income tax effects of the adjustments (13)

 

 

(0.13

)

 

 

(0.17

)

 

 

(0.21

)

 

 

(0.34

)

Non-GAAP Diluted EPS

 

$

1.69

 

 

$

1.57

 

 

$

3.46

 

 

$

3.00

 

 

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) Revenue from the exited U.K. commercial marketing business (June 30, 2023), U.S. commercial marketing business (September 11, 2023), and Canadian mobile text aggregation business (November 1, 2023).

 

 

 

 

 

(4) Reconciliations of EBITDA, Adjusted EBITDA, and Non-GAAP Diluted EPS were calculated using numbers as reported in U.S. GAAP.

 

 

 

 

 

(5) Represents impairment of an intangible asset associated with the exit of our commercial marketing business in the United Kingdom in 2023.

 

 

 

 

 

(6) These are primarily third-party costs related to acquisitions and potential acquisitions, integration of acquisitions, and separation of discontinued businesses or divestitures.

 

 

 

 

 

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

 

 

 

 

 

(8) These are exit costs associated with terminated leases or full office closures that we either (i) will continue to pay until the contractual obligations are satisfied but with no economic benefit to us, or (ii) paid upon termination and ceasing to use the leased facilities.

 

 

 

 

 

(9) Pre-tax gain resulting from the release of an escrow related to the 2023 divestiture of our U.S. commercial marketing business.

 

 

 

 

 

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

 

 

 

 

 

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

 

 

 

 

 

(12) These are exit costs related to actual office closures (previously included in Adjusted EBITDA) and accelerated depreciation related to fixed assets for planned office closures.

 

 

 

 

 

(13) Income tax effects were calculated using the effective tax rate, adjusted for certain discrete items, if any, of 26.3% and 25.6% for the three months ended June 30, 2024 and 2023, respectively, and 23.4% and 24.6% for the six months ended June 30, 2024 and 2023, respectively.

 

9


ICF International, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

 

(in thousands, except share and per share amounts)

 

June 30, 2024

 

 

December 31, 2023

 

ASSETS

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

4,056

 

 

$

6,361

 

Restricted cash

 

 

712

 

 

 

3,088

 

Contract receivables, net

 

 

209,351

 

 

 

205,484

 

Contract assets

 

 

222,767

 

 

 

201,832

 

Prepaid expenses and other assets

 

 

23,116

 

 

 

28,055

 

Income tax receivable

 

 

4,589

 

 

 

2,337

 

Total Current Assets

 

 

464,591

 

 

 

447,157

 

Property and Equipment, net

 

 

72,357

 

 

 

75,948

 

Other Assets:

 

 

 

 

 

 

Goodwill

 

 

1,219,083

 

 

 

1,219,476

 

Other intangible assets, net

 

 

78,321

 

 

 

94,904

 

Operating lease - right-of-use assets

 

 

124,637

 

 

 

132,807

 

Other assets

 

 

46,788

 

 

 

41,480

 

Total Assets

 

$

2,005,777

 

 

$

2,011,772

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Current portion of long-term debt

 

$

12,375

 

 

$

26,000

 

Accounts payable

 

 

110,704

 

 

 

134,503

 

Contract liabilities

 

 

20,102

 

 

 

21,997

 

Operating lease liabilities

 

 

21,176

 

 

 

20,409

 

Finance lease liabilities

 

 

2,567

 

 

 

2,522

 

Accrued salaries and benefits

 

 

93,834

 

 

 

88,021

 

Accrued subcontractors and other direct costs

 

 

52,661

 

 

 

45,645

 

Accrued expenses and other current liabilities

 

 

78,624

 

 

 

79,129

 

Total Current Liabilities

 

 

392,043

 

 

 

418,226

 

Long-term Liabilities:

 

 

 

 

 

 

Long-term debt

 

 

421,560

 

 

 

404,407

 

Operating lease liabilities - non-current

 

 

166,178

 

 

 

175,460

 

Finance lease liabilities - non-current

 

 

12,577

 

 

 

13,874

 

Deferred income taxes

 

 

16,421

 

 

 

26,175

 

Other long-term liabilities

 

 

53,673

 

 

 

56,045

 

Total Liabilities

 

 

1,062,452

 

 

 

1,094,187

 

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

 

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

 

 

 

 

 

 

Common stock, par value $.001; 70,000,000 shares authorized; 24,130,664 and 23,982,132 shares issued at June 30, 2024 and December 31, 2023, respectively; 18,757,022 and 18,845,521 shares outstanding at June 30, 2024 and December 31, 2023, respectively

 

 

24

 

 

 

24

 

Additional paid-in capital

 

 

432,402

 

 

 

421,502

 

Retained earnings

 

 

822,784

 

 

 

775,099

 

Treasury stock, 5,373,642 and 5,136,611 shares at June 30, 2024 and December 31, 2023, respectively

 

 

(300,341

)

 

 

(267,155

)

Accumulated other comprehensive loss

 

 

(11,544

)

 

 

(11,885

)

Total Stockholders’ Equity

 

 

943,325

 

 

 

917,585

 

Total Liabilities and Stockholders’ Equity

 

$

2,005,777

 

 

$

2,011,772

 

 

10


ICF International, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

 

 

Six Months Ended

 

 

 

June 30,

 

(in thousands)

 

2024

 

 

2023

 

Cash Flows from Operating Activities

 

 

 

 

 

 

Net income

 

$

52,928

 

 

$

36,710

 

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

 

 

 

 

 

 

Provision for credit losses

 

 

1,552

 

 

 

837

 

Deferred income taxes and unrecognized income tax benefits

 

 

(10,233

)

 

 

(4,823

)

Non-cash equity compensation

 

 

8,225

 

 

 

6,688

 

Depreciation and amortization

 

 

27,066

 

 

 

31,646

 

Gain on divestiture of a business

 

 

(1,715

)

 

 

 

Other operating adjustments, net

 

 

470

 

 

 

128

 

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

 

 

 

 

 

 

Net contract assets and liabilities

 

 

(23,561

)

 

 

(38,332

)

Contract receivables

 

 

(5,828

)

 

 

8,856

 

Prepaid expenses and other assets

 

 

3,787

 

 

 

13,864

 

Operating lease assets and liabilities, net

 

 

(399

)

 

 

2,894

 

Accounts payable

 

 

(23,569

)

 

 

(22,742

)

Accrued salaries and benefits

 

 

5,905

 

 

 

405

 

Accrued subcontractors and other direct costs

 

 

7,335

 

 

 

(2,173

)

Accrued expenses and other current liabilities

 

 

13,075

 

 

 

(18,311

)

Income tax receivable and payable

 

 

(3,633

)

 

 

3,999

 

Other liabilities

 

 

(770

)

 

 

233

 

Net Cash Provided by Operating Activities

 

 

50,635

 

 

 

19,879

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

Payments for purchase of property and equipment and capitalized software

 

 

(10,392

)

 

 

(13,139

)

Payments for business acquisitions, net of cash acquired

 

 

 

 

 

(32,664

)

Proceeds from divestiture of a business

 

 

1,715

 

 

 

 

Net Cash Used in Investing Activities

 

 

(8,677

)

 

 

(45,803

)

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

Advances from working capital facilities

 

 

660,396

 

 

 

669,437

 

Payments on working capital facilities

 

 

(657,420

)

 

 

(624,553

)

Proceeds from other short-term borrowings

 

 

36,783

 

 

 

7,632

 

Repayments of other short-term borrowings

 

 

(46,933

)

 

 

(2,483

)

Receipt of restricted contract funds

 

 

1,269

 

 

 

4,940

 

Payment of restricted contract funds

 

 

(3,583

)

 

 

(3,962

)

Dividends paid

 

 

(5,257

)

 

 

(5,271

)

Net payments for stockholder issuances and share repurchases

 

 

(30,618

)

 

 

(20,588

)

Other financing, net

 

 

(1,145

)

 

 

(905

)

Net Cash (Used in) Provided by Financing Activities

 

 

(46,508

)

 

 

24,247

 

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

 

 

(131

)

 

 

179

 

 

 

 

 

 

 

 

Decrease in Cash, Cash Equivalents, and Restricted Cash

 

 

(4,681

)

 

 

(1,498

)

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

 

 

9,449

 

 

 

12,968

 

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

 

$

4,768

 

 

$

11,470

 

 

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

Interest

 

$

15,270

 

 

$

19,129

 

Income taxes

 

$

31,107

 

 

$

8,450

 

 

11


ICF International, Inc. and Subsidiaries

Supplemental Schedule (14)

 

Revenue by client markets

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Energy, environment, infrastructure, and disaster recovery

 

 

45

%

 

 

41

%

 

 

45

%

 

 

40

%

Health and social programs

 

 

38

%

 

 

41

%

 

 

39

%

 

 

41

%

Security and other civilian & commercial

 

 

17

%

 

 

18

%

 

 

16

%

 

 

19

%

Total

 

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue by client type

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

U.S. federal government

 

 

53

%

 

 

55

%

 

 

54

%

 

 

55

%

U.S. state and local government

 

 

17

%

 

 

16

%

 

 

16

%

 

 

16

%

International government

 

 

6

%

 

 

5

%

 

 

6

%

 

 

5

%

Total Government

 

 

76

%

 

 

76

%

 

 

76

%

 

 

76

%

Commercial

 

 

24

%

 

 

24

%

 

 

24

%

 

 

24

%

Total

 

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue by contract mix

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Time-and-materials

 

 

42

%

 

 

42

%

 

 

42

%

 

 

42

%

Fixed-price

 

 

46

%

 

 

45

%

 

 

46

%

 

 

45

%

Cost-based

 

 

12

%

 

 

13

%

 

 

12

%

 

 

13

%

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.

12