UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-33045 ICF International, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 22-3661438 (State or Other Jurisd ...

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| Delaware | 001-33045 | 22-3661438 | | --- | --- | --- | | (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer | | incorporation or organization) | | Identification Number) | | 1902 Reston Metro Plaza, Reston | | 20190 | | Virginia | | | | (Address of principal executive offices) | | (Zip Code) | Registrant's telephone number, including area code:(703) 934-3000 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number: 001-33045 ICF INTERNATIONAL, INC. (Exact name of Registrant as specified in its charter) Delaware 22-3661438 (State or other jurisdictio ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for the period ended September 30, 2023, detailing the balance sheet, income statement, and cash flow statement, alongside notes, highlighting a **7.2% Q3 revenue increase**, improved operating cash flow to **$45.6 million**, and total assets of **$2.06 billion** [Consolidated Financial Statements (Balance Sheet, Income Statement, Cash Flow)](index=4&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show total assets at **$2.055 billion**, Q3 2023 revenue at **$501.5 million** with net income of **$23.7 million**, and nine-month operating cash flow significantly improved to **$45.6 million** Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | **Total Current Assets** | $477,408 | $466,718 | | **Total Assets** | $2,055,120 | $2,092,258 | | **Total Current Liabilities** | $369,177 | $415,992 | | **Total Liabilities** | $1,161,790 | $1,239,047 | | **Total Stockholders' Equity** | $893,330 | $853,211 | Consolidated Income Statement Highlights (in thousands, except per share amounts) | Metric | Q3 2023 | Q3 2022 | Nine Months 2023 | Nine Months 2022 | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | $501,519 | $467,777 | $1,484,886 | $1,304,355 | | **Operating Income** | $31,901 | $28,234 | $95,399 | $85,713 | | **Net Income** | $23,740 | $19,105 | $60,450 | $55,364 | | **Diluted EPS** | $1.25 | $1.01 | $3.19 | $2.91 | Consolidated Cash Flow Highlights (Nine Months Ended, in thousands) | Cash Flow Activity | Sep 30, 2023 | Sep 30, 2022 | | :--- | :--- | :--- | | **Net Cash Provided by Operating Activities** | $45,552 | $6,596 | | **Net Cash Used in Investing Activities** | $(3,389) | $(253,403) | | **Net Cash (Used in) Provided by Financing Activities** | $(47,064) | $239,025 | [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail that government clients comprise **76% of revenue**, CMY Solutions was acquired for **$32.6 million**, the effective tax rate decreased to **9.4%**, and total long-term debt is **$538.4 million** - Government clients (U.S. federal, state, local, and international) accounted for **76% of total revenue** for both the nine months ended September 30, 2023 and 2022[38](index=38&type=chunk) - On May 1, 2023, the Company acquired CMY Solutions, LLC for **$32.6 million** in cash. On July 21, 2023, it entered an agreement to sell its U.S. commercial marketing business for initial cash considerations of **$49.5 million**, resulting in a pre-tax gain of **$2.4 million**[62](index=62&type=chunk)[64](index=64&type=chunk) - The effective tax rate for the nine months ended September 30, 2023, was **9.4%**, a significant decrease from **23.2%** in the prior-year period. This was primarily due to the restructuring of Canadian entities and the winddown of its UK commercial marketing business[47](index=47&type=chunk)[48](index=48&type=chunk)[130](index=130&type=chunk) - As of September 30, 2023, the company had **$538.4 million** in total long-term debt outstanding before issuance costs, with an average interest rate of **6.6%**[34](index=34&type=chunk) - For the nine months ended September 30, 2023, the company repurchased **180,000 shares** for **$18.1 million**. As of September 30, 2023, **$93.7 million** remained available for share repurchases under the program[70](index=70&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses operational performance, highlighting a **7.2% Q3 2023 revenue increase**, a positive long-term outlook, Q3 Adjusted EBITDA of **$54.3 million**, and **$465.8 million** in available borrowing capacity [Overview and Outlook](index=24&type=section&id=Overview%20and%20Outlook) Management expresses a positive long-term outlook driven by demand in key markets and a strategy focused on enhancing client relationships, pursuing larger contracts, and strategic acquisitions - The company's strategy is to enhance client relationships, seek larger engagements spanning the entire program life cycle, and complete strategic acquisitions[84](index=84&type=chunk) - Management believes long-term demand will be driven by heightened concerns about the environment, clean energy, health promotion, disaster recovery, and homeland security threats[83](index=83&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) This section details financial results, showing Q3 2023 revenue growth of **7.2%** to **$501.5 million** and net income up **24.3%**, with nine-month revenue increasing **13.8%** to **$1.48 billion** Q3 2023 vs. Q3 2022 Financial Results (in thousands) | Metric | Q3 2023 | Q3 2022 | Change (%) | | :--- | :--- | :--- | :--- | | **Revenue** | $501,519 | $467,777 | 7.2% | | **Operating Income** | $31,901 | $28,234 | 13.0% | | **Net Income** | $23,740 | $19,105 | 24.3% | Nine Months 2023 vs. 2022 Financial Results (in thousands) | Metric | Nine Months 2023 | Nine Months 2022 | Change (%) | | :--- | :--- | :--- | :--- | | **Revenue** | $1,484,886 | $1,304,355 | 13.8% | | **Operating Income** | $95,399 | $85,713 | 11.3% | | **Net Income** | $60,450 | $55,364 | 9.2% | - The **7.2% revenue increase** in Q3 was driven by growth from U.S. state and local government (**$11.5 million**), commercial (**$10.0 million**), and U.S. federal government (**$7.7 million**) clients. The Energy, Environment, Infrastructure, and Disaster Recovery market grew by **14.4%**[110](index=110&type=chunk)[111](index=111&type=chunk) - The **13.8% revenue increase** for the nine-month period was driven by growth from U.S. federal government (**$104.1 million**), commercial (**$43.4 million**), and U.S. state and local government (**$37.5 million**) clients. The Health and Social Programs market grew by **21.3%**[121](index=121&type=chunk)[122](index=122&type=chunk) [Non-GAAP Measures](index=32&type=section&id=Non-GAAP%20Measures) The company presents non-GAAP measures, with Q3 2023 Adjusted EBITDA at **$54.3 million** and Non-GAAP Diluted EPS at **$1.81**, providing a clearer view of operational performance Reconciliation to Adjusted EBITDA (in thousands) | Metric | Q3 2023 | Q3 2022 | Nine Months 2023 | Nine Months 2022 | | :--- | :--- | :--- | :--- | :--- | | **Net Income** | $23,740 | $19,105 | $60,450 | $55,364 | | **EBITDA** | $49,198 | $43,025 | $143,106 | $120,290 | | **Adjusted EBITDA** | $54,279 | $50,605 | $156,206 | $136,626 | Reconciliation to Non-GAAP Diluted EPS | Metric | Q3 2023 | Q3 2022 | Nine Months 2023 | Nine Months 2022 | | :--- | :--- | :--- | :--- | :--- | | **U.S. GAAP Diluted EPS** | $1.25 | $1.01 | $3.19 | $2.91 | | **Non-GAAP Diluted EPS** | $1.81 | $1.61 | $4.81 | $4.23 | [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a strong liquidity position with **$465.8 million** in available borrowing capacity, improved Days Sales Outstanding to **73 days**, and positive operating cash flow of **$45.6 million** - As of September 30, 2023, the company had **$465.8 million** in available borrowing capacity under its Credit Facility[142](index=142&type=chunk) - Days Sales Outstanding (DSO) improved to **73 days** at September 30, 2023, from **87 days** at September 30, 2022, partly due to a receivables purchase agreement and improved collection efforts[149](index=149&type=chunk) - For the nine months ended September 30, 2023, net cash from operating activities was **$45.6 million**, a significant increase from **$6.6 million** in the prior year period[155](index=155&type=chunk)[156](index=156&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes have occurred in the company's market risk disclosures since its Annual Report on Form 10-K for the year ended December 31, 2022 - There have been no material changes in the disclosures regarding market risk since the company's last Annual Report[159](index=159&type=chunk) [Item 4. Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2023, with no significant changes in internal controls identified - Based on an evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of the end of the reporting period[160](index=160&type=chunk) [PART II. OTHER INFORMATION](index=38&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal matters but does not anticipate any material adverse effect on its financial position, results of operations, or cash flows - The company does not expect ongoing legal proceedings to have a material adverse effect on its financial results[164](index=164&type=chunk) [Item 1A. Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred in the company's risk factors since its Annual Report on Form 10-K for the year ended December 31, 2022 - There have been no material changes in the risk factors since the company's last Annual Report[165](index=165&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) This section details share repurchase activity, noting no repurchases under the publicly announced program during Q3 2023, with only **91 shares** purchased for tax withholding - During the three months ended September 30, 2023, the company did not repurchase any shares under its publicly announced stock repurchase program[166](index=166&type=chunk) [Other Items (3, 4, 5, 6)](index=38&type=section&id=Other%20Items%20(3%2C%204%2C%205%2C%206)) This section covers remaining disclosures, including no defaults on senior securities, no mine safety disclosures, and the adoption of Rule 10b5-1 trading plans by the CEO and COO - In August 2023, the CEO, John Wasson, and the COO, James Morgan, each adopted a Rule 10b5-1 trading plan for the potential sale of company shares[170](index=170&type=chunk)[171](index=171&type=chunk) - The company reports no defaults upon senior securities (Item 3) and that mine safety disclosures are not applicable (Item 4)[168](index=168&type=chunk)[169](index=169&type=chunk)

Financial Data and Key Metrics Changes - Revenues increased by 18.2% year-over-year to $500.1 million, driven by 10% organic growth and the acquisition of SemanticBits [13][40] - Net income was $20.3 million, or $1.07 per diluted share, including $3.5 million in tax-affected M&A and severance charges [40] - Non-GAAP EPS increased by 18.8% to $1.57 per share, benefiting from long-term tax strategies [41] - Operating cash flow is projected to be approximately $150 million for 2023 [15][44] Business Line Data and Key Metrics Changes - Commercial energy revenues increased by 22% in the second quarter, reflecting strong demand for energy efficiency programs and advisory services [59] - The climate business saw strong demand, driven by funding for decarbonization programs, with revenues up 30% [60][61] - The disaster recovery market continued to grow at a double-digit rate, with a new $32.1 million contract announced for Puerto Rico [37] Market Data and Key Metrics Changes - Contract awards were up 28% year-on-year, with a trailing 12-month book-to-bill ratio of 1.3, indicating strong future revenue growth [34] - The business development pipeline reached a record $10.3 billion, representing nearly 20% growth compared to the previous year [34][69] - Increased interest in AI among federal government clients is expected to benefit the company [38] Company Strategy and Development Direction - The divestiture of the commercial marketing group was a strategic decision to focus on key growth markets [14][69] - The acquisition of CMY Solutions is expected to expand the addressable market within the electrical sector and enhance technology capabilities [27][36] - The company aims to leverage its scale to pursue larger contracts and enhance its competitive positioning [34][30] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in strong contract wins for the second half of the year, driven by a robust pipeline and favorable market conditions [47] - The company anticipates continued growth in federal, commercial, and state and local markets, supported by bipartisan funding for public health and IT modernization [84] - Management expects the impact of the IIJA and IRA to drive further growth opportunities into 2024 [75] Other Important Information - The company executed $100 million in interest rate swaps, increasing fixed-rate debt to approximately 60% of total debt [21] - A quarterly cash dividend of $0.14 per share was announced, payable on October 13, 2023 [21] - The company has removed the non-GAAP financial measure of service revenue from public filings in line with SEC guidelines [15] Q&A Session Summary Question: What is the expectation for strong contract wins in the second half of the year? - Management indicated confidence in strong contract wins due to a robust pipeline and significant proposals in negotiation [47] Question: How does the company view its size and scale in relation to deal sizes? - Management noted that the company has been able to pursue larger opportunities due to its scale, particularly in the energy sector [48][72] Question: How will the divestiture of the commercial marketing group affect EPS guidance? - Management reaffirmed EPS guidance, stating that tax strategies will help offset any lost EPS from the divestiture [73] Question: What is the impact of the IIJA and IRA on the company's pipeline? - Management reported positive momentum from IIJA and IRA, with significant opportunities emerging in the pipeline [75] Question: Will service revenue continue to be monitored internally? - Management confirmed that while service revenue will not be included in public communications, it will still be monitored internally [78]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-33045 ICF International, Inc. (Exact name of Registrant as Specified in its Charter) | Delaware | 22-3661438 | | --- | --- | | (State or Other Jurisdiction of | (I.R.S. Employer | | Incorporation or Organization) | Identification No.) | | 1902 Reston Metro Plaza, Reston, VA | 20190 | | (Address of Principal Executive Offices) | (Zip Code) | | Registrant's telephone number, in ...

ICF International, Inc. (NASDAQ:ICFI) Q1 2023 Earnings Conference Call May 9, 2023 4:30 PM ET Company Participants Lynn Morgen - AdvisIRy Partners John Wasson - Chairman and CEO Barry Broadus - CFO James Morgan - COO Conference Call Participants Joseph Vafi - Canaccord Genuity Jack Wilson - Truist Securities Kevin Steinke - Barrington Research Operator Welcome to the First Quarter 2023 ICF Earnings Conference Call. My name is Grace, and I will be your Operator for today's call. [Operator Instructions] I w ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-33045 Securities registered pursuant to Section 12(b) of the Act. | Title of each class | Trading Symbols(s) | Name of each exc ...