false000136200400013620042024-10-312024-10-31

 

 

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

Date of Report (Date of earliest event reported): October 31, 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 October 31, 2024, ICF International, Inc. (the “Company”) announced its financial results for the third quarter ended September 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 October 31, 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 January 10, 2025, to stockholders of record as of the close of business on December 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 October 31, 2024

104

 

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

 


 

Exhibit Index

 

Exhibit

Number

Description

99.1

Press Release dated October 31, 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: October 31, 2024

By:

/s/ Barry Broadus

Barry Broadus

Chief Financial Officer

 

 


Exhibit 99.1

img241278440_0.jpg

 

NEWS RELEASE

 

ICF Reports Third Quarter 2024 Results

Margin Expansion Driven by Favorable Business Mix and Higher Utilization―

―GAAP EPS and Non-GAAP EPS1 Include Tax Benefits of $0.25 Per Share―

―Record Business Development Pipeline of $10.6 Billion at Quarter-End―

―2024 Guidance: Adjusting Revenue Range to Account for Lower Pass-Throughs; Raising EPS Ranges to Reflect Margin Expansion and Tax Benefits―

Third Quarter Highlights:

Revenue Increased 3% to $517 Million, Up 6% Excluding Divestitures
Net Income Was $33 Million and GAAP EPS Was $1.73, Up 38%
Non-GAAP EPS Increased 18% to $2.13
EBITDA1 Increased 18% to $58.2 Million; Adjusted EBITDA1 Was $58.5 Million, Up 8%
Contract Awards Were $697 Million for a Quarterly Book-to Bill Ratio of 1.35 and a TTM Book-to-Bill Ratio of 1.31

RESTON, Va. — October 31, 2024-- ICF (NASDAQ: ICFI), a global consulting and technology services provider, reported results for the third quarter ended September 30, 2024.

Commenting on the results, John Wasson, chair and chief executive officer, said, “This was another quarter of strong performance for ICF. Total revenues increased 3% year-on-year. Revenues from continuing operations increased 6% from last year’s levels, which includes a considerable impact from lower pass-throughs.

“Our Energy, Environment, Infrastructure and Disaster Recovery client market again was a key contributor to our third quarter results, delivering year-on-year revenue growth of 15.3% and accounting for 45.7% of total third quarter revenues, up from 40.8% in the similar period last year. We experienced continued strong demand from our utility clients for a broad range of ICF’s capabilities, including core energy efficiency programs, grid resilience, electrification, decarbonization and flexible load management, all of which have taken on greater importance given recent increases in projected electricity demand, particularly from the growth in data centers. ICF is a market leader with the unique experience, capabilities and scale to assist utility clients across all these areas with analytics, multidisciplinary solutions and program management.

1


“Favorable mix and higher utilization were key drivers of third quarter margin expansion. Operating margin increased by 250 basis points year-on-year to 8.9%, and Adjusted EBITDA margin expanded by 50 basis points to 11.3% from 10.8%.

“We ended the third quarter with a record business development pipeline of $10.6 billion, after $697 million in contract awards. Year-to-date contract awards increased 16% from last year’s levels to just over $2.0 billion, of which 63% represented new business wins, indicating how well aligned ICF’s capabilities are with client spending priorities.”

Third Quarter 2024 Results

Third quarter 2024 total revenue was $517.0 million, a 3.1% increase from the $501.5 million reported in the third quarter of 2023, and up 6.0% from last year’s third quarter revenues adjusted for the divestiture of our commercial marketing business lines. Subcontractor and other direct costs were 24.7% of total revenues compared to 27.1% in last year’s third quarter. Operating income was $46.0 million, up 44.3% from $31.9 million last year, and operating margin on revenue expanded to 8.9% from 6.4%. Net income totaled $32.7 million, representing a 37.7% year-on-year increase over the $23.7 million reported in the third quarter of 2023. Diluted EPS was $1.73 per share, up 38.4% from $1.25 reported in the third quarter of 2023, which included $5.2 million, or $0.20 per share, of tax-effected special charges. Third quarter 2024 net income and diluted EPS included incremental tax benefits beyond previous expectations of $0.25 per share. As a result, the company’s effective tax rate was 13.8% in the third quarter.

Non-GAAP EPS increased 17.7% to $2.13 per share, from $1.81 per share reported in the comparable period in 2023. EBITDA was $58.2 million, 18.4% above the $49.2 million reported in the year-ago period. Adjusted EBITDA increased 7.8% to $58.5 million from $54.3 million for the comparable period in 2023.

Backlog and New Business

Total backlog was $3.9 billion at the end of the third quarter of 2024. Funded backlog was $1.9 billion, or approximately 50% of the total backlog. The total value of contracts awarded in the 2024 third quarter was $696.9 million for a quarterly book-to-bill ratio of 1.35, and trailing twelve-month contract awards totaled $2.0 billion, up 16.0% year-on-year for a book-to-bill ratio of 1.31.

Government Revenue Third Quarter 2024 Highlights

Revenue from government clients was $387.8 million, up 1.1% year-over-year.

U.S. federal government revenue was $282.0 million, an increase of 1.0% compared to the $279.3 million reported in the third quarter of 2023, and was impacted by a year-over-year decrease in subcontractor and other direct costs estimated at $10 million in the quarter. Federal government revenue accounted for 54.5% of total revenue, compared to 55.7% of total revenue in the third quarter of 2023.
U.S. state and local government revenue increased 3.0% to $78.9 million, from $76.6 million in the year-ago quarter. State and local government clients represented 15.3% of total revenue, unchanged from the third quarter of 2023.

2


International government revenue was $26.9 million, slightly down from the $27.5 million reported in the year-ago quarter. International government revenue represented 5.2% of total revenue, compared to 5.5% in the third quarter of 2023.

Key Government Contracts Awarded in the Third Quarter 2024

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

Health and Social Programs

A new task order with a value of $40.2 million with a U.S. federal agency to deliver strategic and digital communications and engagement campaigns to combat human trafficking.
A contract modification with a value of $33.2 million with a U.S. federal agency to provide stakeholder engagement support services.
A new contract with a value of $14.8 million with the U.S. Centers for Disease Control and Prevention (CDC) to provide support for CDC’s Needle Exchange Utilization Survey (NEXUS) surveillance project.
A new subcontract with a value of $11.2 million to provide information resource support services for the U.S. National Institute of Neurological Disorders and Stroke, Office of Neuroscience Communications and Engagement.
A new contract with a value of $10.9 million with the U.S. National Institutes of Health to support the National Library of Medicine’s User Services and Collections Division cross-functional initiatives, including advancing GenAI projects and other programming and technical development activities.
A new contract with a value of $9.7 million with the U.S. Department of Education to provide capacity-building services to state, regional and local education agencies.

 

Disaster Management and Mitigation

A contract extension with a value of $38.5 million with a U.S. state land agency to provide disaster recovery and mitigation grant management services.
A new contract with a value of $10.5 million with the government of a U.S. territory to provide a comprehensive array of services to support compliance with federal and local disaster management regulations related to its hurricane recovery efforts.

IT Modernization

A new contract with a value of $69.9 million with the government of a U.S. territory to design, build and implement a new geospatial data management system.
A new task order under a blanket purchase agreement with a value of $8.9 million with a U.S. federal agency to provide data center modernization services.

Climate, Energy and Environment

A single-award recompete blanket purchase agreement with a ceiling of $75 million with the U.S. Environmental Protection Agency Office of Water to provide environmental, economic, regulatory and evaluation services to the agency’s critical water programs.
A recompete blanket purchase agreement with a ceiling of $40.0 million with the U.S. Federal Highway Administration to provide technical, engineering, publications, marketing and professional support services.

3


Commercial Revenue Third Quarter 2024 Highlights

Commercial revenue was $129.2 million, compared to $118.1 million reported in the third quarter of 2023; up 23.7% compared to revenues of $104.5 million excluding divestitures in 2023.

Commercial revenue accounted for 25.0% of total revenue compared to 23.5% of total revenue in the 2023 third quarter.
Energy markets revenue, which includes energy efficiency programs, increased 24.6% and represented 86.7% of commercial revenue.

Key Commercial Contracts Awarded in the Third Quarter of 2024

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

A contract modification with a mid-Atlantic U.S. utility to continue to provide program implementation services for its residential energy efficiency portfolio.
A contract modification with a multinational energy company to prepare environmental impact statements for the company’s offshore wind projects.
A new contract with an international renewable energy company to prepare an environmental impact statement for its offshore wind project.
A new contract with a Midwestern U.S. utility to provide program implementation services for its residential energy efficiency program.
A new contract with a Midwestern U.S. electric and gas utility to provide program implementation services for its residential energy efficiency program.
A new contract with a Midwestern U.S. utility to provide demand-side management programs for both market rate and disadvantaged communities for its residential energy efficiency portfolio.
A contract modification with a mid-Atlantic U.S. utility to continue to provide program implementation services for its energy efficiency programs.

Dividend Declaration

On October 31, 2024, ICF declared a quarterly cash dividend of $0.14 per share, payable on January 10, 2025, to shareholders of record on December 6, 2024.

4


Summary and Outlook

“Continued favorable business mix and utilization metrics, together with the incremental tax benefits of approximately $0.25 per share, have led us to increase the midpoint of our earnings per share guidance for full year 2024 by $0.35. Our revised guidance for GAAP EPS is in the range of $6.05 to $6.15, excluding special charges, and Non-GAAP EPS is expected to range from $7.40 to $7.50, representing year-on-year growth of 14.6% at the midpoint. We have adjusted our full year 2024 revenue guidance range to $2.0 billion to $2.03 billion from $2.03 billion to $2.10 billion to reflect an estimated $50 million reduction in expected pass-throughs. This primarily impacts revenue comparisons for our Health and Social Programs client market with no meaningful impact on margins. Based on our strong cash flow to date, we reaffirm our guidance for full year 2024 operating cash flow of approximately $155 million.

“Our forward-looking metrics support our confidence in continued growth for ICF as we enter 2025. We have a strong multiyear backlog, a record business development pipeline and a consistent track record of new business wins. We are experiencing robust demand from commercial clients for our energy and environment expertise and related implementation and technology capabilities. We have excellent credentials in disaster management, resilience and mitigation work to assist state and local governments with recovery after storms, flooding and wildfires, as well as with their future resilience planning. The large majority of our federal government work is in areas that have bipartisan support, particularly IT modernization, which remains an area of priority spending. And importantly, our people are fully engaged in achieving the objectives and missions of our clients, which underpins our confidence in ICF’s future growth potential,” 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.

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

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

(in thousands, except per share amounts)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenue

 

$

516,998

 

 

$

501,519

 

 

$

1,523,463

 

 

$

1,484,886

 

Direct costs

 

 

325,047

 

 

 

323,504

 

 

 

964,911

 

 

 

961,473

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Indirect and selling expenses

 

 

132,816

 

 

 

131,553

 

 

 

389,001

 

 

 

381,808

 

Depreciation and amortization

 

 

4,820

 

 

 

5,917

 

 

 

15,303

 

 

 

19,052

 

Amortization of intangible assets

 

 

8,291

 

 

 

8,644

 

 

 

24,873

 

 

 

27,154

 

Total operating costs and expenses

 

 

145,927

 

 

 

146,114

 

 

 

429,177

 

 

 

428,014

 

Operating income

 

 

46,024

 

 

 

31,901

 

 

 

129,375

 

 

 

95,399

 

Interest, net

 

 

(7,195

)

 

 

(10,557

)

 

 

(23,136

)

 

 

(30,146

)

Other (expense) income

 

 

(899

)

 

 

2,736

 

 

 

767

 

 

 

1,501

 

Income before income taxes

 

 

37,930

 

 

 

24,080

 

 

 

107,006

 

 

 

66,754

 

Provision for income taxes

 

 

5,251

 

 

 

340

 

 

 

21,399

 

 

 

6,304

 

Net income

 

$

32,679

 

 

$

23,740

 

 

$

85,607

 

 

$

60,450

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per Share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.74

 

 

$

1.26

 

 

$

4.57

 

 

$

3.22

 

Diluted

 

$

1.73

 

 

$

1.25

 

 

$

4.53

 

 

$

3.19

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average Shares:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

18,760

 

 

 

18,815

 

 

 

18,752

 

 

 

18,795

 

Diluted

 

 

18,910

 

 

 

18,974

 

 

 

18,915

 

 

 

18,958

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per common share

 

$

0.14

 

 

$

0.14

 

 

$

0.42

 

 

$

0.42

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss, net of tax

 

 

(951

)

 

 

(4,053

)

 

 

(610

)

 

 

(2,236

)

Comprehensive income, net of tax

 

$

31,728

 

 

$

19,687

 

 

$

84,997

 

 

$

58,214

 

 

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)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Reconciliation of Revenue, Adjusted for Impact of Exited Business

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

516,998

 

 

$

501,519

 

 

$

1,523,463

 

 

$

1,484,886

 

Less: Revenue from exited business (3)

 

 

 

 

 

(13,565

)

 

 

 

 

 

(59,713

)

Total Revenue, Adjusted for Impact of Exited Business

 

$

516,998

 

 

$

487,954

 

 

$

1,523,463

 

 

$

1,425,173

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of EBITDA and Adjusted EBITDA (4)

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

32,679

 

 

$

23,740

 

 

$

85,607

 

 

$

60,450

 

Interest, net

 

 

7,195

 

 

 

10,557

 

 

 

23,136

 

 

 

30,146

 

Provision for income taxes

 

 

5,251

 

 

 

340

 

 

 

21,399

 

 

 

6,304

 

Depreciation and amortization

 

 

13,111

 

 

 

14,561

 

 

 

40,176

 

 

 

46,206

 

EBITDA

 

 

58,236

 

 

 

49,198

 

 

 

170,318

 

 

 

143,106

 

Impairment of long-lived assets (5)

 

 

 

 

 

2,912

 

 

 

 

 

 

3,806

 

Acquisition and divestiture-related expenses (6)

 

 

139

 

 

 

1,779

 

 

 

205

 

 

 

4,685

 

Severance and other costs related to staff realignment (7)

 

 

449

 

 

 

595

 

 

 

1,184

 

 

 

4,455

 

Charges for facility consolidations and office closures (8)

 

 

 

 

 

2,220

 

 

 

 

 

 

2,579

 

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

 

 

(298

)

 

 

(2,425

)

 

 

(2,013

)

 

 

(2,425

)

Total Adjustments

 

 

290

 

 

 

5,081

 

 

 

(624

)

 

 

13,100

 

Adjusted EBITDA

 

$

58,526

 

 

$

54,279

 

 

$

169,694

 

 

$

156,206

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income Margin Percent on Revenue (10)

 

 

6.3

%

 

 

4.7

%

 

 

5.6

%

 

 

4.1

%

EBITDA Margin Percent on Revenue (11)

 

 

11.3

%

 

 

9.8

%

 

 

11.2

%

 

 

9.6

%

Adjusted EBITDA Margin Percent on Revenue (11)

 

 

11.3

%

 

 

10.8

%

 

 

11.1

%

 

 

10.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Non-GAAP Diluted EPS (4)

 

 

 

 

 

 

 

 

 

 

 

 

U.S. GAAP Diluted EPS

 

$

1.73

 

 

$

1.25

 

 

$

4.53

 

 

$

3.19

 

Impairment of long-lived assets

 

 

 

 

 

0.15

 

 

 

 

 

 

0.20

 

Acquisition and divestiture-related expenses

 

 

0.01

 

 

 

0.09

 

 

 

0.01

 

 

 

0.25

 

Severance and other costs related to staff realignment

 

 

0.02

 

 

 

0.03

 

 

 

0.06

 

 

 

0.23

 

Expenses related to facility consolidations and office closures (12)

 

 

 

 

 

0.12

 

 

 

0.04

 

 

 

0.14

 

Pre-tax gain from divestiture of a business

 

 

(0.02

)

 

 

(0.13

)

 

 

(0.11

)

 

 

(0.13

)

Amortization of intangibles

 

 

0.44

 

 

 

0.46

 

 

 

1.31

 

 

 

1.43

 

Income tax effects of the adjustments (13)

 

 

(0.05

)

 

 

(0.16

)

 

 

(0.26

)

 

 

(0.50

)

Non-GAAP Diluted EPS

 

$

2.13

 

 

$

1.81

 

 

$

5.58

 

 

$

4.81

 

 

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). Subcontractor and other direct costs from the exited business are approximately 15.0% and 31.1% of revenue of the exited business for the three and nine months ended September 30, 2023, respectively.

 

 

 

 

 

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

 

 

 

 

 

(5) Represents impairment charges recorded in the first and third quarters of 2023 of $0.9 million and $2.9 million, respectively, of an intangible asset associated with the exit of our commercial marketing business in the U.K. and operating lease right-of-use assets.

 

 

 

 

 

(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 related to the 2023 divestiture of our U.S. commercial marketing business which include contingent gains realized in the first and the third quarter of 2024.

 

 

 

 

 

(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 13.8% and 21.7% for the three months ended September 30, 2024 and 2023, respectively, and 20.0% and 23.5% for the nine months ended September 30, 2024 and 2023, respectively.

 

9


ICF International, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

 

(in thousands, except share and per share amounts)

 

September 30, 2024

 

 

December 31, 2023

 

ASSETS

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

6,911

 

 

$

6,361

 

Restricted cash

 

 

724

 

 

 

3,088

 

Contract receivables, net

 

 

212,412

 

 

 

205,484

 

Contract assets

 

 

237,742

 

 

 

201,832

 

Prepaid expenses and other assets

 

 

24,785

 

 

 

28,055

 

Income tax receivable

 

 

10,541

 

 

 

2,337

 

Total Current Assets

 

 

493,115

 

 

 

447,157

 

Property and Equipment, net

 

 

71,299

 

 

 

75,948

 

Other Assets:

 

 

 

 

 

 

Goodwill

 

 

1,221,437

 

 

 

1,219,476

 

Other intangible assets, net

 

 

70,030

 

 

 

94,904

 

Operating lease - right-of-use assets

 

 

122,543

 

 

 

132,807

 

Other assets

 

 

49,754

 

 

 

41,480

 

Total Assets

 

$

2,028,178

 

 

$

2,011,772

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Current portion of long-term debt

 

$

13,750

 

 

$

26,000

 

Accounts payable

 

 

121,093

 

 

 

134,503

 

Contract liabilities

 

 

17,176

 

 

 

21,997

 

Operating lease liabilities

 

 

21,204

 

 

 

20,409

 

Finance lease liabilities

 

 

2,590

 

 

 

2,522

 

Accrued salaries and benefits

 

 

91,103

 

 

 

88,021

 

Accrued subcontractors and other direct costs

 

 

55,600

 

 

 

45,645

 

Accrued expenses and other current liabilities

 

 

85,274

 

 

 

79,129

 

Total Current Liabilities

 

 

407,790

 

 

 

418,226

 

Long-term Liabilities:

 

 

 

 

 

 

Long-term debt

 

 

405,396

 

 

 

404,407

 

Operating lease liabilities - non-current

 

 

160,926

 

 

 

175,460

 

Finance lease liabilities - non-current

 

 

11,922

 

 

 

13,874

 

Deferred income taxes

 

 

5,982

 

 

 

26,175

 

Other long-term liabilities

 

 

59,845

 

 

 

56,045

 

Total Liabilities

 

 

1,051,861

 

 

 

1,094,187

 

 

 

 

 

 

 

 

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; 24,138,735 and 23,982,132 shares issued at September 30, 2024 and December 31, 2023, respectively; 18,762,710 and 18,845,521 shares outstanding at September 30, 2024 and December 31, 2023, respectively

 

 

24

 

 

 

24

 

Additional paid-in capital

 

 

436,671

 

 

 

421,502

 

Retained earnings

 

 

852,835

 

 

 

775,099

 

Treasury stock, 5,376,025 and 5,136,611 shares at September 30, 2024 and December 31, 2023, respectively

 

 

(300,718

)

 

 

(267,155

)

Accumulated other comprehensive loss

 

 

(12,495

)

 

 

(11,885

)

Total Stockholders’ Equity

 

 

976,317

 

 

 

917,585

 

Total Liabilities and Stockholders’ Equity

 

$

2,028,178

 

 

$

2,011,772

 

 

10


ICF International, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

 

 

Nine Months Ended

 

 

 

September 30,

 

(in thousands)

 

2024

 

 

2023

 

Cash Flows from Operating Activities

 

 

 

 

 

 

Net income

 

$

85,607

 

 

$

60,450

 

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

 

 

 

 

 

 

Provision for credit losses

 

 

3,176

 

 

 

691

 

Deferred income taxes and unrecognized income tax benefits

 

 

(16,957

)

 

 

(3,533

)

Non-cash equity compensation

 

 

12,494

 

 

 

10,134

 

Depreciation and amortization

 

 

40,177

 

 

 

46,207

 

Gain on divestiture of a business

 

 

(2,009

)

 

 

(4,302

)

Other operating adjustments, net

 

 

2,206

 

 

 

2,563

 

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

 

 

 

 

 

 

Net contract assets and liabilities

 

 

(40,155

)

 

 

(52,010

)

Contract receivables

 

 

(9,634

)

 

 

12,087

 

Prepaid expenses and other assets

 

 

(434

)

 

 

11,893

 

Operating lease assets and liabilities, net

 

 

(3,065

)

 

 

3,897

 

Accounts payable

 

 

(13,402

)

 

 

(13,333

)

Accrued salaries and benefits

 

 

2,889

 

 

 

(8,521

)

Accrued subcontractors and other direct costs

 

 

9,660

 

 

 

(3,353

)

Accrued expenses and other current liabilities

 

 

16,979

 

 

 

(18,727

)

Income tax receivable and payable

 

 

(9,574

)

 

 

450

 

Other liabilities

 

 

(1,774

)

 

 

959

 

Net Cash Provided by Operating Activities

 

 

76,184

 

 

 

45,552

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

Payments for purchase of property and equipment and capitalized software

 

 

(15,559

)

 

 

(17,876

)

Payments for business acquisitions, net of cash acquired

 

 

 

 

 

(32,664

)

Proceeds from divestiture of a business

 

 

1,985

 

 

 

47,151

 

Net Cash Used in Investing Activities

 

 

(13,574

)

 

 

(3,389

)

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

Advances from working capital facilities

 

 

917,953

 

 

 

972,266

 

Payments on working capital facilities

 

 

(930,043

)

 

 

(995,244

)

Proceeds from other short-term borrowings

 

 

43,735

 

 

 

25,394

 

Repayments of other short-term borrowings

 

 

(53,280

)

 

 

(18,845

)

Receipt of restricted contract funds

 

 

1,275

 

 

 

6,412

 

Payment of restricted contract funds

 

 

(3,586

)

 

 

(7,042

)

Dividends paid

 

 

(7,880

)

 

 

(7,903

)

Net payments for stock issuances and share repurchases

 

 

(30,995

)

 

 

(20,601

)

Other financing, net

 

 

(1,777

)

 

 

(1,501

)

Net Cash Used in Financing Activities

 

 

(64,598

)

 

 

(47,064

)

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

 

 

174

 

 

 

(213

)

 

 

 

 

 

 

 

Decrease in Cash, Cash Equivalents, and Restricted Cash

 

 

(1,814

)

 

 

(5,114

)

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

 

 

9,449

 

 

 

12,968

 

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

 

$

7,635

 

 

$

7,854

 

 

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

Interest

 

$

24,388

 

 

$

29,173

 

Income taxes

 

$

50,382

 

 

$

12,604

 

 

11


ICF International, Inc. and Subsidiaries

Supplemental Schedule (14)

 

Revenue by client markets

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Energy, environment, infrastructure, and disaster recovery

 

 

46

%

 

 

41

%

 

 

46

%

 

 

40

%

Health and social programs

 

 

38

%

 

 

42

%

 

 

38

%

 

 

42

%

Security and other civilian & commercial

 

 

16

%

 

 

17

%

 

 

16

%

 

 

18

%

Total

 

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue by client type

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

U.S. federal government

 

 

55

%

 

 

56

%

 

 

55

%

 

 

55

%

U.S. state and local government

 

 

15

%

 

 

15

%

 

 

16

%

 

 

16

%

International government

 

 

5

%

 

 

5

%

 

 

5

%

 

 

5

%

Total Government

 

 

75

%

 

 

76

%

 

 

76

%

 

 

76

%

Commercial

 

 

25

%

 

 

24

%

 

 

24

%

 

 

24

%

Total

 

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue by contract mix

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Time-and-materials

 

 

43

%

 

 

41

%

 

 

42

%

 

 

41

%

Fixed-price

 

 

46

%

 

 

45

%

 

 

46

%

 

 

45

%

Cost-based

 

 

11

%

 

 

14

%

 

 

12

%

 

 

14

%

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


v3.24.3
Document And Entity Information
Oct. 31, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Oct. 31, 2024
Entity Registrant Name ICF International, Inc.
Entity Central Index Key 0001362004
Entity Emerging Growth Company false
Entity File Number 001-33045
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 22-3661438
Entity Address, Address Line One 1902 Reston Metro Plaza
Entity Address, City or Town Reston
Entity Address, State or Province VA
Entity Address, Postal Zip Code 20190
City Area Code 703
Local Phone Number 934-3000
Entity Information, Former Legal or Registered Name Not Applicable
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol ICFI
Security Exchange Name NASDAQ

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