8-K
0001362004false00013620042025-07-312025-07-31
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
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Date of Report (Date of earliest event reported): July 31, 2025 |
ICF International, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
001-33045 |
22-3661438 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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1902 Reston Metro Plaza |
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Reston, Virginia |
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20190 |
(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 703 934-3000 |
(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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock |
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ICFI |
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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 July 31, 2025, ICF International, Inc. (the “Company”) announced its financial results for the second quarter ended June 30, 2025. 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 July 31, 2025, 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 10, 2025, to stockholders of record as of the close of business on September 5, 2025.
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
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.
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ICF International, Inc. |
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Date: July 31, 2025 |
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By: |
/s/ Barry Broadus |
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Barry Broadus |
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Executive Vice President & Chief Financial Officer |
EX-99.1
Exhibit 99.1
NEWS RELEASE
ICF Reports Second Quarter 2025 Results
―Second Quarter in Line with Expectations Led by 27% Revenue Growth in Commercial Energy―
―Margins Continue to Benefit From Favorable Mix―
―Maintains Full Year 2025 Guidance Framework with Improved Business Outlook―
―Expects a Return to Revenue and Earnings Growth in 2026―
Second Quarter Highlights:
•Revenue Was $476 Million
•Net Income Was $24 Million; GAAP EPS Was $1.28
•EBITDA1 Was $53.1 Million; Adjusted EBITDA1 Was $52.9 Million, or 11.1% of Total Revenues
•Contract Awards Were $621 Million for a Quarterly Book-to-Bill Ratio of 1.30
RESTON, Va., July 31, 2025 — ICF (NASDAQ: ICFI), a leading global solutions and technology provider, reported results for the second quarter ended June 30, 2025.
Commenting on the results, John Wasson, chair and chief executive officer, said, “Second quarter results were in line with our expectations, demonstrating the benefits of our diversified client base, our agility in adapting to dynamic market conditions and ICF’s deep domain expertise and crosscutting capabilities that underpin our business development opportunities.
“Revenues from commercial, state and local and international government clients increased 13.8% and accounted for 57% of total second quarter revenues. This performance was led by continued robust growth in revenues from commercial energy clients, reflecting ICF’s market leadership in developing and implementing energy efficiency programs for utilities, as well as increased demand for our expertise in flexible load management, electrification and grid optimization. The capabilities that we have built through investments in these high-growth markets are well aligned with the needs of our utility clients as they address increasing electricity demand.
“As a result of the strong growth in our non-federal government client work, we delivered second quarter revenues at 2.4% below first quarter levels, after absorbing a 14.6% sequential decline in revenues from federal government clients.
“We are executing exceedingly well on our plan to maintain similar margins to those of 2024, while continuing to invest in growth markets and expanding our capabilities in AI and other technologies. Second quarter
Adjusted EBITDA margin expanded by approximately 20 basis points year-on-year, reflecting the increased mix of higher-margin commercial energy revenues and a 15.5% reduction in subcontractor and other direct costs. Margins also benefitted from cost management initiatives and a higher percentage of fixed price and time and material contracts, which accounted for 93% of our second quarter revenues, up from 88% last year, while cost reimbursement contracts were under 7%.
“This was a strong quarter for contract awards, which reached $621 million for a second quarter book-to-bill ratio of 1.30. Year-to-date our contract wins amounted to almost $1.1 billion, despite delays in new procurements in the federal government business. Our business development pipeline was $9.2 billion, supporting our confidence in ICF’s future performance.”
Second Quarter 2025 Results
Second quarter 2025 total revenue was $476.2 million, compared to $512.0 million reported in the second quarter of 2024 and $487.6 million in this year’s first quarter. Subcontractor and other direct costs were 23.6% of total revenues, compared to 25.9% in the comparable prior year period. Revenues excluding subcontractor and other direct costs decreased 4.0% as compared to last year’s second quarter. Gross margin increased 160 basis points to 37.3%, driven by the favorable change in business mix. Operating income was $40.0 million, compared to $42.4 million last year, and operating margin on total revenue was 8.4%, up from 8.3% in the second quarter of 2024. Net income totaled $23.7 million, versus $25.6 million in the prior year. Diluted EPS was $1.28 per share, compared to $1.36 a year ago. The company’s effective tax rate was 21.0% compared to 26.3% in the 2024 second quarter.
Non-GAAP EPS was $1.66 per share, versus $1.69 per share reported in the comparable period in 2024. EBITDA was $53.1 million, compared to $55.6 million reported in the year-ago quarter. Adjusted EBITDA was $52.9 million, and Adjusted EBITDA margin on total revenues was 11.1%, 20 basis points above the 2024 second quarter.
Cash flows from operations were $52 million in the second quarter and the company reduced its debt by $40 million, reflecting the continued strong cash generation of the business.
Backlog and New Business
Total backlog was $3.4 billion at the end of the second quarter of 2025. Funded backlog was $1.8 billion, or approximately 54% of the total backlog. The total value of contracts awarded in the 2025 second quarter was $621 million, representing a book-to-bill ratio of 1.30.
Government Revenue Second Quarter 2025 Highlights
Revenue from government clients was $319.6 million during the quarter.
•U.S. federal government revenue was $204.7 million, compared to $273.5 million in the second quarter of 2024, and $239.6 million in this year’s first quarter. Year-on-year revenue comparisons were impacted by contract funding curtailments and a slower pace of project and procurement activity.
Federal government revenue accounted for 43.0% of total revenue, versus 53.4% of total revenue in the second quarter of 2024.
•U.S. state and local government revenue was $85.6 million, similar to the $84.8 million reported in last year’s second quarter. State and local government clients represented 18.0% of total revenue, up from 16.6% in the second quarter of 2024.
•International government revenue was $29.3 million, similar to the $28.7 million reported in the 2024 second quarter. Year-on-year revenue comparisons have been impacted by the slower-than-expected ramp up of recently won contracts. International government revenue represented 6.1% of total revenue, up from 5.6% in the prior year.
Key Government Contracts Awarded in the Second Quarter of 2025
Notable government contract awards won in the second quarter of 2025 included:
IT Modernization/Digital Transformation
•Two recompete contracts with a combined value of $167.3 million with a department of the U.S. federal government to develop and manage a comprehensive digital system of care and enhance an inspection management system for programs to meet the needs of military families.
•A contract modification with a value of $70.0 million with a federal agency within the U.S. Department of Health and Human Services (HHS) to continue to provide digital modernization services.
Energy and Environment
•A new subcontract with a value of $40.1 million to support a statewide building energy efficiency program for a state energy commission.
•A new contract with a value of $7.8 million with a county of a Western U.S. state to deliver customized energy efficiency programs related to agriculture operations.
•Several new task orders with a combined value of $5.0 million with a departmental public body in the United Kingdom to provide environmental research, monitoring and evaluation services.
Disaster Management
•A contract modification with a value of $5.0 million with the government of a U.S. territory to continue to implement its disaster recovery grants management program.
•A new contract with a value of $4.5 million with the public utilities commission of a Southwestern U.S. state to provide legal and regulatory advisory services.
Health and Social Programs
•A recompete IDIQ contract with a value of $66.5 million with a U.S. federal agency to provide technical, engineering and programmatic support services.
•A contract extension with a value of $18.0 million with an institute of the U.S. National Institutes of Health to provide comprehensive scientific and technical services related to public health.
•Several recompete contracts and contract modifications with a combined value of $9.6 million with state and local health departments to administer health behavior surveys.
•Several contract modifications with a combined value of $7.2 million with a federal agency within HHS to continue to provide training and technical assistance services.
Commercial Revenue Second Quarter 2025 Highlights
Commercial revenue was $156.6 million, up 25.2% year-over-year.
•Commercial revenue accounted for 32.9% of total revenue, up from 24.4% of total revenue in the second quarter of 2024.
•Energy markets revenue, which includes energy efficiency programs, increased 27.4% year-over-year and represented 88.3% of commercial revenue.
Key Commercial Contracts Awarded in the Second Quarter of 2025
Notable commercial awards won in the second quarter of 2025 included:
•A contract modification with a multimillion-dollar value with a Northeastern U.S. utility to continue to provide implementation services for its portfolio of energy efficiency programs.
•A new contract with a Midwestern U.S. utility to serve as administrator for its pilot program supporting the utility’s residential and commercial and industrial (C&I) programs.
•A sole-source recompete contract with a Southeastern U.S. utility to administer its C&I energy efficiency program.
•A recompete master services agreement with a U.S. energy company to provide environmental support services.
•A new contract with a Mid-Atlantic U.S. electric generation and transmission cooperative to implement its demand-side management program for mobile home retrofits.
Dividend Declaration
On July 31, 2025, ICF declared a quarterly cash dividend of $0.14 per share, payable on October 10, 2025, to shareholders of record on September 5, 2025.
Summary and Outlook
“ICF’s diversified business model and agility have enabled us to navigate an evolving federal government business environment while driving strong growth in other areas of our portfolio.
“We are maintaining the guidance framework for 2025 that we provided at the time of our fourth quarter 2024 earnings release, while noting our improved business outlook. Based on year-to-date results and our current visibility, we do not foresee full year 2025 revenues declining by as much as 10% from 2024 levels, which was the floor indicated by our original guidance. We continue to expect adjusted EBITDA margins to be similar to those of 2024, and our reported GAAP and Non-GAAP EPS are likely to be at the higher end of our guidance framework. This guidance framework does not contemplate an extensive government shutdown this year, nor a prolonged period of pauses in funding modifications to existing contracts or new procurements. We continue to expect operating cash flow for 2025 to be approximately $150 million.
“Our increased confidence in ICF’s 2025 year-on-year comparisons is underpinned by our expectation for continued robust demand from our commercial energy clients, stable revenues from state and local government clients and the increasing ramp-up of recently won contracts by international government clients, together with the agility and resourcefulness that we have demonstrated in serving federal government clients.
“We are looking ahead to ICF’s return to revenue and earnings growth in 2026 supported by continued growth from our non-federal government clients, improvement from portions of our federal government business, and the continued support of our professional staff, who have shown a tremendous commitment to ICF and to our clients and have helped us manage through challenging industry conditions,” 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 U.S. 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.
About ICF
ICF is a leading global solutions and technology provider with approximately 9,000 employees. 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
ICF International, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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(in thousands, except per share amounts) |
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2025 |
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2024 |
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2025 |
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2024 |
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Revenue |
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$ |
476,155 |
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$ |
512,029 |
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$ |
963,773 |
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$ |
1,006,465 |
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Direct costs |
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298,425 |
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329,331 |
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600,967 |
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639,864 |
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Operating costs and expenses: |
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Indirect and selling expenses |
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123,017 |
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127,091 |
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254,908 |
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256,185 |
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Depreciation and amortization |
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14,702 |
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13,200 |
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29,497 |
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27,065 |
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Total operating costs and expenses |
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137,719 |
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140,291 |
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284,405 |
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283,250 |
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Operating income |
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40,011 |
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42,407 |
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78,401 |
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83,351 |
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Interest, net |
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(8,422 |
) |
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(7,703 |
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(15,759 |
) |
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(15,941 |
) |
Other (expense) income |
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(1,639 |
) |
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36 |
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(2,691 |
) |
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1,666 |
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Income before income taxes |
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29,950 |
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34,740 |
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59,951 |
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69,076 |
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Provision for income taxes |
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6,289 |
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9,129 |
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9,439 |
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16,148 |
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Net income |
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$ |
23,661 |
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$ |
25,611 |
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$ |
50,512 |
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$ |
52,928 |
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Earnings per Share: |
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Basic |
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$ |
1.29 |
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$ |
1.37 |
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$ |
2.74 |
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$ |
2.82 |
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Diluted |
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$ |
1.28 |
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$ |
1.36 |
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$ |
2.72 |
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$ |
2.80 |
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Weighted-average Shares: |
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Basic |
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18,403 |
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18,738 |
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18,454 |
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18,748 |
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Diluted |
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18,459 |
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18,861 |
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18,546 |
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18,912 |
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Cash dividends declared per common share |
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$ |
0.14 |
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$ |
0.14 |
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$ |
0.28 |
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$ |
0.28 |
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Other comprehensive income (loss), net of tax |
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6,158 |
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(343 |
) |
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3,445 |
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341 |
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Comprehensive income, net of tax |
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$ |
29,819 |
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$ |
25,268 |
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$ |
53,957 |
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$ |
53,269 |
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ICF International, Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures(2)
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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(in thousands, except per share amounts) |
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2025 |
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2024 |
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2025 |
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2024 |
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Reconciliation of EBITDA and Adjusted EBITDA (3) |
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Net income |
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$ |
23,661 |
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$ |
25,611 |
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$ |
50,512 |
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$ |
52,928 |
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Interest, net |
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8,422 |
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|
7,703 |
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15,759 |
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|
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15,941 |
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Provision for income taxes |
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6,289 |
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|
|
9,129 |
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|
|
9,439 |
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|
|
16,148 |
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Depreciation and amortization |
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14,702 |
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|
|
13,200 |
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29,497 |
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|
|
27,065 |
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EBITDA |
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|
53,074 |
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|
|
55,643 |
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|
|
105,207 |
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|
|
112,082 |
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Acquisition and divestiture-related expenses (4) |
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195 |
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— |
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|
454 |
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|
66 |
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Severance and other costs related to staff realignment (5) |
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— |
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|
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370 |
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2,550 |
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|
735 |
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Charges and adjustments related to facility consolidations and office closures (6) |
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(394 |
) |
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— |
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(138 |
) |
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— |
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Pre-tax gain from divestiture of a business (7) |
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— |
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— |
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— |
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(1,715 |
) |
Total Adjustments |
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(199 |
) |
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370 |
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2,866 |
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(914 |
) |
Adjusted EBITDA |
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$ |
52,875 |
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$ |
56,013 |
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$ |
108,073 |
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$ |
111,168 |
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Net Income Margin Percent on Revenue (8) |
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5.0 |
% |
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5.0 |
% |
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5.2 |
% |
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5.3 |
% |
EBITDA Margin Percent on Revenue (9) |
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11.1 |
% |
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10.9 |
% |
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10.9 |
% |
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11.1 |
% |
Adjusted EBITDA Margin Percent on Revenue (9) |
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11.1 |
% |
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10.9 |
% |
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11.2 |
% |
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11.0 |
% |
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Reconciliation of Non-GAAP Diluted EPS (3) |
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U.S. GAAP Diluted EPS |
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$ |
1.28 |
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$ |
1.36 |
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$ |
2.72 |
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|
$ |
2.80 |
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Acquisition and divestiture-related expenses |
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|
— |
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|
|
— |
|
|
|
0.01 |
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|
|
— |
|
Severance and other costs related to staff realignment |
|
|
— |
|
|
|
0.02 |
|
|
|
0.14 |
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|
|
0.04 |
|
Charges and adjustments related to facility consolidations and office closures (10) |
|
|
(0.02 |
) |
|
|
— |
|
|
|
(0.01 |
) |
|
|
0.04 |
|
Pre-tax gain from divestiture of a business |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(0.09 |
) |
Amortization of intangible assets acquired in business combinations (11) |
|
|
0.50 |
|
|
|
0.44 |
|
|
|
1.01 |
|
|
|
0.88 |
|
Income tax effects of the adjustments (12) |
|
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(0.10 |
) |
|
|
(0.13 |
) |
|
|
(0.26 |
) |
|
|
(0.21 |
) |
Non-GAAP Diluted EPS |
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$ |
1.66 |
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|
$ |
1.69 |
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|
$ |
3.61 |
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$ |
3.46 |
|
|
|
|
|
|
(2) These tables provide reconciliations of Non-GAAP financial measures to the most applicable U.S. 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 U.S. 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) Reconciliations of EBITDA, Adjusted EBITDA, and Non-GAAP Diluted EPS were calculated using numbers as reported in U.S. GAAP. |
|
|
|
|
|
(4) These are primarily third-party costs related to acquisitions and integration of acquisitions. |
|
|
|
|
|
(5) These costs are due to involuntary employee termination benefits for (i) our officers and (ii) group of employees who have been notified that they will be terminated as part of a business reorganization or exit. |
|
|
|
|
|
(6) These charges and adjustments are related to a previously exited leased facility which we will continue to pay until the contractual obligations are satisfied but with no economic benefit to us, and the closure of certain international offices. |
|
|
|
|
|
(7) Pre-tax gain related to the 2023 divestiture of our U.S. commercial marketing business which includes contingent gains realized in the first quarter of 2024. |
|
|
|
|
|
(8) Net Income Margin Percent on Revenue was calculated by dividing net income by revenue. |
|
|
|
|
|
(9) EBITDA Margin Percent and Adjusted EBITDA Margin Percent on Revenue were calculated by dividing the Non-GAAP measure by the corresponding revenue. |
|
|
|
|
|
(10) These are office closure charges and adjustments previously included in Adjusted EBITDA and accelerated depreciation related to fixed assets for planned office closures. |
|
|
|
|
|
(11) The amortization of intangible assets acquired from business combinations totaled $9.2 million and $8.3 million for the three months ended June 30, 2025 and 2024, respectively, and $18.7 million and $16.6 million for the six months ended June 30, 2025 and 2024, respectively. |
|
|
|
|
|
(12) Income tax effects were calculated using the effective tax rate, adjusted for certain discrete items, if any, of 21.0% and 26.3% for the three months ended June 30, 2025 and 2024, respectively, and 23.1% and 23.4% for the six months ended June 30, 2025 and 2024, respectively. |
ICF International, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
|
|
|
|
|
|
|
|
|
(in thousands, except share amounts) |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
ASSETS |
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
6,981 |
|
|
$ |
4,960 |
|
Restricted cash |
|
|
19,907 |
|
|
|
13,857 |
|
Contract receivables, net |
|
|
212,829 |
|
|
|
256,923 |
|
Contract assets |
|
|
236,227 |
|
|
|
188,941 |
|
Prepaid expenses and other assets |
|
|
22,148 |
|
|
|
21,133 |
|
Income tax receivable |
|
|
8,136 |
|
|
|
6,260 |
|
Total Current Assets |
|
|
506,228 |
|
|
|
492,074 |
|
Property and Equipment, net |
|
|
62,094 |
|
|
|
66,503 |
|
Other Assets: |
|
|
|
|
|
|
Goodwill |
|
|
1,253,025 |
|
|
|
1,248,855 |
|
Other intangible assets, net |
|
|
95,618 |
|
|
|
111,701 |
|
Operating lease - right-of-use assets |
|
|
111,701 |
|
|
|
115,531 |
|
Deferred tax assets |
|
|
13,234 |
|
|
|
1,603 |
|
Other assets |
|
|
32,091 |
|
|
|
30,086 |
|
Total Assets |
|
$ |
2,073,991 |
|
|
$ |
2,066,353 |
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
Accounts payable |
|
$ |
123,835 |
|
|
$ |
159,522 |
|
Contract liabilities |
|
|
23,913 |
|
|
|
24,580 |
|
Operating lease liabilities |
|
|
20,708 |
|
|
|
20,721 |
|
Finance lease liabilities |
|
|
2,657 |
|
|
|
2,612 |
|
Accrued salaries and benefits |
|
|
90,194 |
|
|
|
105,773 |
|
Accrued subcontractors and other direct costs |
|
|
48,383 |
|
|
|
49,271 |
|
Accrued expenses and other current liabilities |
|
|
83,809 |
|
|
|
86,701 |
|
Total Current Liabilities |
|
|
393,499 |
|
|
|
449,180 |
|
Long-term Liabilities: |
|
|
|
|
|
|
Long-term debt |
|
|
462,319 |
|
|
|
411,743 |
|
Operating lease liabilities - non-current |
|
|
148,631 |
|
|
|
155,935 |
|
Finance lease liabilities - non-current |
|
|
9,921 |
|
|
|
11,261 |
|
Other long-term liabilities |
|
|
59,229 |
|
|
|
55,775 |
|
Total Liabilities |
|
|
1,073,599 |
|
|
|
1,083,894 |
|
|
|
|
|
|
|
|
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; 24,336,393 and 24,186,962 shares issued at June 30, 2025 and December 31, 2024, respectively; 18,428,490 and 18,666,290 shares outstanding at June 30, 2025 and December 31, 2024, respectively |
|
|
24 |
|
|
|
24 |
|
Additional paid-in capital |
|
|
454,425 |
|
|
|
443,463 |
|
Retained earnings |
|
|
920,135 |
|
|
|
874,772 |
|
Treasury stock, 5,907,903 and 5,520,672 shares at June 30, 2025 and December 31, 2024, respectively |
|
|
(361,891 |
) |
|
|
(320,054 |
) |
Accumulated other comprehensive loss |
|
|
(12,301 |
) |
|
|
(15,746 |
) |
Total Stockholders’ Equity |
|
|
1,000,392 |
|
|
|
982,459 |
|
Total Liabilities and Stockholders’ Equity |
|
$ |
2,073,991 |
|
|
$ |
2,066,353 |
|
ICF International, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, |
|
(in thousands) |
|
2025 |
|
|
2024 |
|
Cash Flows from Operating Activities |
|
|
|
|
|
|
Net income |
|
$ |
50,512 |
|
|
$ |
52,928 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
Provision for credit losses |
|
|
(505 |
) |
|
|
1,552 |
|
Deferred income taxes and unrecognized income tax benefits |
|
|
(14,084 |
) |
|
|
(10,233 |
) |
Non-cash equity compensation |
|
|
8,438 |
|
|
|
8,225 |
|
Depreciation and amortization |
|
|
29,497 |
|
|
|
27,066 |
|
Gain on divestiture of a business |
|
|
— |
|
|
|
(1,715 |
) |
Other operating adjustments, net |
|
|
3,604 |
|
|
|
470 |
|
Changes in operating assets and liabilities, net of the effects of acquisitions: |
|
|
|
|
|
|
Net contract assets and liabilities |
|
|
(43,619 |
) |
|
|
(23,561 |
) |
Contract receivables |
|
|
47,300 |
|
|
|
(5,828 |
) |
Prepaid expenses and other assets |
|
|
(2,226 |
) |
|
|
3,787 |
|
Operating lease assets and liabilities, net |
|
|
(3,556 |
) |
|
|
(399 |
) |
Accounts payable |
|
|
(36,534 |
) |
|
|
(23,569 |
) |
Accrued salaries and benefits |
|
|
(16,256 |
) |
|
|
5,905 |
|
Accrued subcontractors and other direct costs |
|
|
(2,502 |
) |
|
|
7,335 |
|
Accrued expenses and other current liabilities |
|
|
1,675 |
|
|
|
13,075 |
|
Income tax receivable and payable |
|
|
(1,749 |
) |
|
|
(3,633 |
) |
Other liabilities |
|
|
(1,072 |
) |
|
|
(770 |
) |
Net Cash Provided by Operating Activities |
|
|
18,923 |
|
|
|
50,635 |
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities |
|
|
|
|
|
|
Payments for purchase of property and equipment and capitalized software |
|
|
(9,202 |
) |
|
|
(10,392 |
) |
Proceeds from divestiture of a business |
|
|
— |
|
|
|
1,715 |
|
Other investing, net |
|
|
403 |
|
|
|
— |
|
Net Cash Used in Investing Activities |
|
|
(8,799 |
) |
|
|
(8,677 |
) |
|
|
|
|
|
|
|
Cash Flows from Financing Activities |
|
|
|
|
|
|
Advances from working capital facilities |
|
|
755,651 |
|
|
|
660,396 |
|
Payments on working capital facilities |
|
|
(705,626 |
) |
|
|
(657,420 |
) |
Proceeds from other short-term borrowings |
|
|
7,605 |
|
|
|
36,783 |
|
Repayments of other short-term borrowings |
|
|
(15,365 |
) |
|
|
(46,933 |
) |
Receipt of restricted contract funds |
|
|
— |
|
|
|
1,269 |
|
Payment of restricted contract funds |
|
|
— |
|
|
|
(3,583 |
) |
Dividends paid |
|
|
(5,199 |
) |
|
|
(5,257 |
) |
Net payments for stock issuances and share repurchases |
|
|
(39,313 |
) |
|
|
(30,618 |
) |
Other financing, net |
|
|
(1,297 |
) |
|
|
(1,145 |
) |
Net Cash Used in Financing Activities |
|
|
(3,544 |
) |
|
|
(46,508 |
) |
Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash |
|
|
1,491 |
|
|
|
(131 |
) |
|
|
|
|
|
|
|
Net Change in Cash, Cash Equivalents, and Restricted Cash |
|
|
8,071 |
|
|
|
(4,681 |
) |
Cash, Cash Equivalents, and Restricted Cash, Beginning of Period |
|
|
18,817 |
|
|
|
9,449 |
|
Cash, Cash Equivalents, and Restricted Cash, End of Period |
|
$ |
26,888 |
|
|
$ |
4,768 |
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information |
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
Interest |
|
$ |
14,904 |
|
|
$ |
15,270 |
|
Income taxes |
|
$ |
25,837 |
|
|
$ |
31,107 |
|
ICF International, Inc. and Subsidiaries
Supplemental Schedule (13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue by client market |
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
Energy, environment, infrastructure, and disaster recovery |
|
|
52 |
% |
|
|
46 |
% |
|
|
51 |
% |
|
|
46 |
% |
Health and social programs |
|
|
33 |
% |
|
|
38 |
% |
|
|
34 |
% |
|
|
38 |
% |
Security and other civilian & commercial |
|
|
15 |
% |
|
|
16 |
% |
|
|
15 |
% |
|
|
16 |
% |
Total |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue by client type |
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
U.S. federal government |
|
|
43 |
% |
|
|
53 |
% |
|
|
46 |
% |
|
|
55 |
% |
U.S. state and local government |
|
|
18 |
% |
|
|
17 |
% |
|
|
17 |
% |
|
|
16 |
% |
International government |
|
|
6 |
% |
|
|
6 |
% |
|
|
6 |
% |
|
|
5 |
% |
Total Government |
|
|
67 |
% |
|
|
76 |
% |
|
|
69 |
% |
|
|
76 |
% |
Commercial |
|
|
33 |
% |
|
|
24 |
% |
|
|
31 |
% |
|
|
24 |
% |
Total |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue by contract mix |
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
Time-and-materials |
|
|
43 |
% |
|
|
43 |
% |
|
|
43 |
% |
|
|
42 |
% |
Fixed-price |
|
|
50 |
% |
|
|
46 |
% |
|
|
49 |
% |
|
|
46 |
% |
Cost-based |
|
|
7 |
% |
|
|
11 |
% |
|
|
8 |
% |
|
|
12 |
% |
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.
