ICF International, Inc. (NASDAQ:ICFI) Q3 2022 Results Conference Call November 3, 2022 4:30 PM ET Company Participants Lynn Morgen - Advisiry Partners John Wasson - Chairman and CEO Barry Broadus - CFO James Morgan - COO Conference Call Participants Tobey Summer - Truist Securities Marc Riddick - Sidoti Operator Good day, and thank you for standing by. Welcome to the Q3 2022 ICF Earnings Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to ...

PART I. FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company's total assets increased to $2.16 billion as of September 30, 2022, from $1.85 billion at year-end 2021, primarily driven by a significant increase in goodwill from acquisitions; total liabilities also rose, mainly due to increased long-term debt to fund these acquisitions; for the third quarter of 2022, revenue grew 18.7% year-over-year to $467.8 million, but net income decreased by 6.3% to $19.1 million, and diluted EPS fell to $1.01 from $1.07; the nine-month results showed a 12.0% revenue increase to $1.30 billion, while net income declined by 6.2% to $55.4 million; cash flow from operations significantly decreased to $6.6 million for the nine months ended September 30, 2022, from $64.8 million in the prior-year period Consolidated Balance Sheet Highlights (Unaudited) | (in thousands) | September 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $8,483 | $8,254 | | Contract receivables, net | $282,271 | $237,684 | | Goodwill | $1,190,450 | $1,046,760 | | **Total Assets** | **$2,157,760** | **$1,849,534** | | **Liabilities & Equity** | | | | Long-term debt | $681,197 | $411,605 | | **Total Liabilities** | **$1,320,021** | **$1,046,064** | | **Total Stockholders' Equity** | **$837,739** | **$803,470** | Consolidated Statements of Comprehensive Income Highlights (Unaudited) | (in thousands, except per share) | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | **$467,777** | **$394,060** | **$1,304,355** | **$1,165,063** | | Operating income | $28,234 | $32,265 | $85,713 | $92,348 | | **Net income** | **$19,105** | **$20,390** | **$55,364** | **$59,053** | | **Diluted EPS** | **$1.01** | **$1.07** | **$2.91** | **$3.10** | Consolidated Statements of Cash Flows Highlights (Unaudited) | (in thousands) | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | $6,596 | $64,763 | | Net Cash Used in Investing Activities | ($253,403) | ($12,279) | | Net Cash Provided by (Used in) Financing Activities | $239,025 | ($91,668) | [Notes to Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail significant accounting policies and events during the period, including two Q3 2022 business combinations (SemanticBits for $220.0 million and Blanton & Associates) that significantly increased goodwill and intangible assets; the company also amended its credit facility in May 2022, increasing its term loan and adding a delayed draw term loan, resulting in total long-term debt of $701.7 million; revenue is disaggregated by market, client, and contract type, with U.S. federal government clients representing 58% of Q3 revenue; the company also detailed its use of interest rate swaps for hedging, its share repurchase program status, and a pending $220.2 million lawsuit from the State of Louisiana related to the Road Home Program, for which no liability has been recorded - On July 13, 2022, the Company acquired SemanticBits for a preliminary purchase price of **$220.0 million** in cash, funded by the existing Credit Facility, resulting in goodwill of **$144.6 million** and customer-related intangible assets of **$63.0 million**[65](index=65&type=chunk)[66](index=66&type=chunk)[68](index=68&type=chunk) - On September 1, 2022, the Company acquired Blanton & Associates, an environmental consulting firm, which added **$5.8 million** to goodwill and **$11.4 million** to intangible assets[64](index=64&type=chunk) - In May 2022, the company entered into a Restated Credit Agreement, increasing the term loan facility to **$300 million**, adding a new **$400 million** delayed draw term loan facility, and extending the maturity to May 2027[30](index=30&type=chunk)[31](index=31&type=chunk) Revenue Disaggregation (Three Months Ended Sep 30, 2022) | Category | Revenue (in thousands) | Percent of Total | | :--- | :--- | :--- | | **Client Type** | | | | U.S. federal government | $271,255 | 58% | | U.S. state and local government | $65,613 | 14% | | International government | $23,075 | 5% | | Commercial | $107,834 | 23% | | **Contract Mix** | | | | Time-and-materials | $188,758 | 40% | | Fixed price | $210,810 | 45% | | Cost-based | $68,209 | 15% | - The company has **$1.4 billion** in unfulfilled performance obligations as of September 30, 2022, which it expects to satisfy over approximately two years[40](index=40&type=chunk) - The company is involved in a lawsuit with the State of Louisiana, which is seeking approximately **$220.2 million** in alleged overpayments from the Road Home contract; the company believes the claim has no merit and has not recorded a liability[87](index=87&type=chunk)[88](index=88&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the 18.7% Q3 revenue growth to increases from U.S. federal and state/local government clients, driven by the health, education, and social programs market, and contributions from recent acquisitions like SemanticBits; however, operating income decreased 12.5% in Q3, primarily due to higher direct costs, increased amortization of intangible assets from acquisitions, and higher interest expense; the company's liquidity remains strong, with $316.7 million available under its credit facility; long-term debt increased to $707.0 million to fund acquisitions; the company provides non-GAAP measures, including a Non-GAAP Diluted EPS of $1.61 for Q3 2022, up from $1.32 in Q3 2021, which adjusts for acquisition-related costs and amortization [Overview and Outlook](index=23&type=section&id=OVERVIEW%20AND%20OUTLOOK) The company provides professional services and technology solutions across four key markets: Energy/Environment, Health/Education, Safety/Security, and Consumer/Financial; management sees long-term growth opportunities driven by societal needs in clean energy, healthcare, and disaster recovery; the strategy focuses on expanding client relationships, seeking larger engagements, and pursuing strategic acquisitions, such as the recent purchases of SemanticBits and Blanton; while the COVID-19 pandemic has presented challenges, particularly in commercial marketing services, the majority of the business, especially government contracts (77% of Q3 revenue), has shown continuity; the company has over 8,000 employees globally - The company's strategy is to enhance client relationships, seek larger engagements, and complete and integrate strategic acquisitions to build scale and broaden service offerings[98](index=98&type=chunk) - Recent acquisitions include ITG (2020), ESAC and Creative (2021), and SemanticBits and Blanton (Q3 2022)[98](index=98&type=chunk) - Government clients accounted for approximately **77% of revenues** for the three months ended September 30, 2022, and this segment has experienced continuity despite the COVID-19 pandemic[102](index=102&type=chunk) - The company has over **8,000 full and part-time employees** and serves clients from its D.C. area headquarters and more than 70 offices worldwide[107](index=107&type=chunk) [Results of Operations](index=25&type=section&id=RESULTS%20OF%20OPERATIONS) For Q3 2022, revenue increased 18.7% to $467.8 million, driven by U.S. federal and state government clients, but operating income fell 12.5% to $28.2 million due to higher costs, including a 187.3% increase in amortization of intangible assets from recent acquisitions; for the nine months ended September 30, 2022, revenue grew 12.0% to $1.30 billion, while operating income decreased 7.2% to $85.7 million; the decline in operating margin was primarily attributed to increased amortization and higher interest expenses from debt used to fund acquisitions Q3 2022 vs Q3 2021 Performance | (dollars in thousands) | Q3 2022 | Q3 2021 | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | $467,777 | $394,060 | 18.7% | | Direct Costs | $307,295 | $254,175 | 20.9% | | Operating Income | $28,234 | $32,265 | (12.5%) | | Net Income | $19,105 | $20,390 | (6.3%) | - The Q3 revenue increase of **$73.7 million** was primarily driven by a **$76.1 million** increase from U.S. federal government clients, particularly in the health, education, and social programs market[114](index=114&type=chunk) - Amortization of intangible assets increased by **187.3%** in Q3 2022, primarily due to the acquisitions of SemanticBits, Blanton, ESAC, and Creative[118](index=118&type=chunk) - Q3 interest expense increased **193.1%** to **$7.5 million** due to a higher average debt balance (**$675.9M** vs **$341.0M**) and a higher average interest rate (**3.99%** vs **1.60%**)[120](index=120&type=chunk) [Non-GAAP Measures](index=28&type=section&id=NON-GAAP%20MEASURES) The company provides non-GAAP metrics to supplement its GAAP results; Service Revenue, which excludes subcontractor costs, increased 21.7% to $335.4 million in Q3 2022; Adjusted EBITDA, which excludes special charges like acquisition costs and staff realignment, grew to $49.8 million in Q3 2022 from $43.8 million in the prior-year quarter; Non-GAAP Diluted EPS, which also adjusts for amortization of intangibles and related tax effects, was $1.61 for Q3 2022, a significant increase from $1.32 in Q3 2021 Reconciliation of Net Income to Adjusted EBITDA (Unaudited) | (in thousands) | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Net income | $19,105 | $20,390 | | EBITDA | $42,192 | $39,945 | | Total special charges and adjustments | $7,580 | $3,885 | | **Adjusted EBITDA** | **$49,772** | **$43,830** | Reconciliation of U.S. GAAP Diluted EPS to Non-GAAP Diluted EPS (Unaudited) | | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | U.S. GAAP Diluted EPS | $1.01 | $1.07 | | Special charges & adjustments (acquisitions, realignment, etc.) | $0.40 | $0.20 | | Amortization of intangibles | $0.46 | $0.16 | | Income tax effects | ($0.26) | ($0.11) | | **Non-GAAP Diluted EPS** | **$1.61** | **$1.32** | [Liquidity and Capital Resources](index=30&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) The company maintains a solid liquidity position, with $316.7 million available under its Credit Facility as of September 30, 2022; total long-term debt increased significantly to $707.0 million from $423.6 million at year-end 2021, primarily to fund acquisitions; Days Sales Outstanding (DSO) increased to 87 days from 76 days in the prior-year quarter, partly due to slower payments related to Puerto Rico disaster relief work; operating cash flow for the first nine months of 2022 was $6.6 million, a sharp decrease from $64.8 million in the same period of 2021, mainly due to lower net income and timing of working capital items; the company continues its share repurchase program, with $111.9 million remaining available - As of September 30, 2022, the company had **$402.3 million** of unused borrowing capacity under its Credit Facility, with **$316.7 million** available after considering financial and performance-based limitations[145](index=145&type=chunk) - Long-term debt increased to **$707.0 million** at September 30, 2022, from **$423.6 million** at December 31, 2021, primarily due to a net advance of **$283.4 million** to fund acquisitions[157](index=157&type=chunk) - Days Sales Outstanding (DSO) was **87 days** for the quarter ended September 30, 2022, compared to **76 days** for the same quarter in 2021[152](index=152&type=chunk) - Net cash provided by operating activities decreased to **$6.6 million** for the nine months ended September 30, 2022, from **$64.8 million** in the prior-year period[167](index=167&type=chunk) - As of September 30, 2022, **$111.9 million** remained available for share repurchases under the company's **$200.0 million** program[81](index=81&type=chunk)[164](index=164&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company reports that there have been no material changes in its market risk disclosures from those presented in its Annual Report on Form 10-K - There have been no material changes in the disclosures discussed in the section entitled "Quantitative and Qualitative Disclosures About Market Risk" in Part II, Item 7A of our Annual Report[171](index=171&type=chunk) [Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of the end of the period covered by this report; there were no significant changes in internal controls over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, these controls - Based on an evaluation as of the period covered by the report, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective[172](index=172&type=chunk) - There have been no significant changes in internal controls over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, the company's internal controls[172](index=172&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal matters arising in the ordinary course of business; management currently believes that the ultimate liability from these proceedings will not have a material adverse effect on its financial position, results of operations, or cash flows - The company is involved in various legal matters and proceedings arising in the ordinary course of business, which are not expected to have a material adverse effect on its financial position, results of operations, or cash flows[176](index=176&type=chunk) [Risk Factors](index=34&type=page&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - There have been no material changes in the risk factors discussed in the section entitled "Risk Factors" disclosed in Part I, Item 1A of the company's Annual Report[177](index=177&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the third quarter of 2022, the company repurchased 3,344 shares at an average price of $98.63 per share; these purchases were made from employees to cover withholding taxes related to the settlement of restricted stock units; no shares were repurchased under the publicly announced share repurchase program during the quarter; as of September 30, 2022, approximately $111.9 million remained available for repurchase under the program Share Repurchase Activity (Three Months Ended Sep 30, 2022) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Shares Purchased as Part of Publicly Announced Program | | :--- | :--- | :--- | :--- | | July 1 - July 31 | — | $ — | — | | August 1 - August 31 | 3,344 | $98.63 | — | | September 1 - September 30 | — | $ — | — | | **Total** | **3,344** | **$98.63** | **—** | - The **3,344 shares** purchased were from employees to pay required withholding taxes related to the settlement of restricted stock units[178](index=178&type=chunk) - The maximum approximate dollar value of shares that may yet be purchased under the plan is **$111,869,762**[178](index=178&type=chunk) [Defaults Upon Senior Securities](index=35&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) None reported - None[179](index=179&type=chunk) [Mine Safety Disclosures](index=35&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Not applicable - Not applicable[180](index=180&type=chunk) [Other Information](index=35&type=section&id=Item%205.%20Other%20Information) None reported - None[181](index=181&type=chunk) [Exhibits](index=35&type=section&id=Item%206.%20Exhibits) The report lists several exhibits filed electronically, including CEO and CFO certifications pursuant to Exchange Act Rules and the Sarbanes-Oxley Act, as well as financial statements formatted in iXBRL - Exhibits filed include CEO and CFO certifications (31.1, 31.2, 32.1, 32.2) and iXBRL data files (101, 104)[183](index=183&type=chunk)

ICF International, Inc. (NASDAQ:ICFI) Q2 2022 Earnings Conference Call August 3, 2022 4:30 PM ET Company Participants Lynn Morgen - AdvisIRy Partners Barry Broadus - SVP & CFO John Wasson - Chairman & CEO James Morgan - COO Conference Call Participants Joseph Vafi - Canaccord Kevin Steinke - Barrington Research Marc Riddick - Sidoti Operator Welcome to ICF's Second Quarter 2022 Earnings Conference Call. My name is Michelle Foster, and I will be your operator for today's call. Please note that this conferenc ...

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides the unaudited consolidated financial statements for ICF International, Inc. as of June 30, 2022, including balance sheets, income statements, cash flow statements, and detailed notes [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for ICF International, Inc. as of June 30, 2022, including balance sheets, income statements, cash flow statements, and detailed notes [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) Total assets and total liabilities and stockholders' equity remained relatively stable at approximately $1.85 billion from December 31, 2021, to June 30, 2022 Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total Current Assets** | $452,952 | $449,163 | | **Total Assets** | **$1,850,802** | **$1,849,534** | | **Total Current Liabilities** | $341,875 | $376,631 | | **Long-term debt** | $435,075 | $411,605 | | **Total Liabilities** | $1,031,385 | $1,046,064 | | **Total Stockholders' Equity** | $819,417 | $803,470 | [Consolidated Statements of Comprehensive Income](index=4&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) For Q2 2022, revenue increased by 7.8% year-over-year to $423.1 million, but net income decreased by 9.4% to $18.4 million, with diluted EPS at $0.97 Key Performance Indicators (in thousands, except per share data) | Metric | Q2 2022 | Q2 2021 | Six Months 2022 | Six Months 2021 | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | $423,110 | $392,525 | $836,578 | $771,003 | | **Operating Income** | $29,776 | $31,954 | $57,479 | $60,083 | | **Net Income** | $18,397 | $20,312 | $36,259 | $38,663 | | **Diluted EPS** | $0.97 | $1.07 | $1.91 | $2.03 | - Cash dividends declared per common share remained constant at **$0.14** for the quarter and **$0.28** for the six-month period, year-over-year[12](index=12&type=chunk) [Consolidated Statements of Cash Flows](index=5&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2022, net cash provided by operating activities was $6.4 million, nearly flat compared to the prior year, while net cash used in financing activities decreased significantly Net Cash Flow Summary (in thousands) | Activity | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | **Net Cash Provided by Operating Activities** | $6,409 | $6,341 | | **Net Cash Used in Investing Activities** | ($8,115) | ($7,475) | | **Net Cash Used in Financing Activities** | ($9,074) | ($45,642) | | **Decrease in Cash, Cash Equivalents, and Restricted Cash** | ($11,969) | ($46,077) | [Notes to Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed explanations of the company's accounting policies and financial statement line items, including revenue disaggregation, credit facility details, and subsequent events - The company's major clients are U.S. federal government departments, particularly the Department of Health and Human Services, Department of State, and Department of Defense[18](index=18&type=chunk) - On May 6, 2022, the company entered into an Amended and Restated Credit Agreement, increasing the term loan to **$300 million**, adding a **$400 million** delayed draw term loan, and extending the maturity to May 2027[30](index=30&type=chunk) - On July 13, 2022, the company acquired SemanticBits, LLC for a purchase price of **$220.0 million** in cash, funded by the existing Credit Facility[68](index=68&type=chunk) - The company is involved in a lawsuit with the State of Louisiana regarding the Road Home Program, with the state seeking approximately **$220.2 million**, which the company believes has no merit and has not recorded a liability[71](index=71&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's performance, highlighting an 8.5% revenue increase for the first six months of 2022, driven by U.S. government clients, while operating income decreased due to higher direct costs and amortization from recent acquisitions [Overview and Outlook](index=20&type=section&id=Overview%20and%20Outlook) The company provides professional services and technology solutions across four key markets and maintains a positive long-term outlook, expecting continued growth driven by societal needs and strategic acquisitions - The company reports as a single segment, focusing on professional services for government and commercial clients[78](index=78&type=chunk) - Long-term demand is expected to be driven by heightened concerns about the environment, clean energy, health promotion, and disaster relief efforts[79](index=79&type=chunk) - The company's strategy includes enhancing client relationships, seeking larger engagements, and completing strategic acquisitions to build scale and expertise[80](index=80&type=chunk) [Results of Operations](index=22&type=section&id=Results%20of%20Operations) For Q2 2022, revenue grew 7.8% year-over-year to $423.1 million, driven by U.S. federal and state government clients, but operating income fell 6.8% to $29.8 million due to higher costs and increased amortization Q2 2022 vs Q2 2021 Performance (in thousands) | Metric | Q2 2022 | Q2 2021 | Change (%) | | :--- | :--- | :--- | :--- | | **Revenue** | $423,110 | $392,525 | 7.8% | | **Operating Income** | $29,776 | $31,954 | (6.8%) | | **Net Income** | $18,397 | $20,312 | (9.4%) | - Q2 2022 revenue growth was driven by a **$43.0 million** increase from U.S. federal government clients, offset by a **$10.0 million** decrease from international government clients and an **$8.0 million** decrease from commercial clients[96](index=96&type=chunk) - The increase in amortization of intangible assets by **$2.0 million** in Q2 2022 was primarily due to the acquisitions of ESAC and Creative Systems and Consulting in late 2021[100](index=100&type=chunk) Six Months 2022 vs 2021 Performance (in thousands) | Metric | Six Months 2022 | Six Months 2021 | Change (%) | | :--- | :--- | :--- | :--- | | **Revenue** | $836,578 | $771,003 | 8.5% | | **Operating Income** | $57,479 | $60,083 | (4.3%) | | **Net Income** | $36,259 | $38,663 | (6.2%) | [Non-GAAP Measures](index=25&type=section&id=Non-GAAP%20Measures) The company uses non-GAAP measures like Service Revenue, EBITDA, Adjusted EBITDA, and Non-GAAP Diluted EPS to evaluate performance, with Adjusted EBITDA increasing to $44.1 million for Q2 2022 Reconciliation of Net Income to Adjusted EBITDA (in thousands) | Metric | Q2 2022 | Q2 2021 | Six Months 2022 | Six Months 2021 | | :--- | :--- | :--- | :--- | :--- | | **Net Income** | $18,397 | $20,312 | $36,259 | $38,663 | | **EBITDA** | $39,802 | $39,701 | $77,660 | $76,115 | | **Total special charges and adjustments** | $4,329 | $311 | $8,756 | $1,624 | | **Adjusted EBITDA** | $44,131 | $40,012 | $86,416 | $77,739 | Reconciliation of Diluted EPS to Non-GAAP EPS | Metric | Q2 2022 | Q2 2021 | Six Months 2022 | Six Months 2021 | | :--- | :--- | :--- | :--- | :--- | | **Diluted EPS** | $0.97 | $1.07 | $1.91 | $2.03 | | **Non-GAAP EPS** | $1.33 | $1.19 | $2.63 | $2.32 | [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2022, the company had $410.9 million available under its Credit Facility, with long-term debt increasing to $454.8 million, and repurchased $17.0 million in shares - As of June 30, 2022, the company had **$438.1 million** of unused borrowing capacity under its revolving line of credit, with **$410.9 million** available after accounting for financial limitations[131](index=131&type=chunk) - Days Sales Outstanding (DSO) was **82 days** for the quarter ended June 30, 2022, the same as the prior-year quarter[139](index=139&type=chunk) - The share repurchase program was increased to a **$200.0 million** limit in November 2021, with **$111.9 million** remaining available for repurchases as of June 30, 2022[150](index=150&type=chunk)[151](index=151&type=chunk) - On August 3, 2022, the board approved a quarterly cash dividend of **$0.14 per share**[151](index=151&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company states that there have been no material changes in its market risk disclosures since its last Annual Report on Form 10-K - There have been no material changes in the disclosures discussed in the section entitled 'Quantitative and Qualitative Disclosures About Market Risk' in Part II, Item 7A of the company's Annual Report[157](index=157&type=chunk) [Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of the end of the period, with no significant changes in internal controls over financial reporting - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of the period covered by the report[158](index=158&type=chunk) - No significant changes in internal controls over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[158](index=158&type=chunk) [PART II. OTHER INFORMATION](index=32&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, unregistered sales of equity securities, and exhibits [Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal matters arising in the ordinary course of business, which management believes will not have a material adverse effect on its financial position - The company is involved in various legal matters from the ordinary course of business but does not expect them to have a material adverse effect on its financials[162](index=162&type=chunk) [Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - No material changes have occurred in the risk factors discussed in the company's Annual Report[163](index=163&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q2 2022, the company did not repurchase any shares under its publicly announced share repurchase program, but acquired 502 shares from employees to satisfy tax withholding obligations Share Repurchase Activity for Q2 2022 | Period | Total Shares Purchased | Average Price Paid per Share | Shares Purchased as Part of Publicly Announced Program | | :--- | :--- | :--- | :--- | | April 1 - April 30 | — | $ — | — | | May 1 - May 31 | 502 | $98.02 | — | | June 1 - June 30 | — | $ — | — | | **Total** | **502** | **$98.02** | **—** | - The **502 shares** purchased were from employees to pay required withholding taxes related to the settlement of restricted stock units[164](index=164&type=chunk) [Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including officer certifications and the financial statements formatted in iXBRL

ICF International, Inc. (NASDAQ:ICFI) Q1 2022 Earnings Conference Call May 4, 2022 4:30 PM ET Company Participants David Gold - Investor Relations John Wasson - Chairman of the Board, President & Chief Executive Officer Barry Broadus - Senior Vice President & Chief Financial Officer Conference Call Participants Jasper Bibb - Truist Securities Joseph Vafi - Canaccord Genuity Operator Welcome to the First Quarter 2022 ICF Earnings Conference Call. My name is Vanessa and I will be your operator for today's cal ...

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section details the company's financial statements, management's analysis, market risk, and internal controls for the period [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) For the first quarter of 2022, ICF International, Inc. reported total revenue of $413.5 million, a 9.2% increase year-over-year, but net income slightly decreased to $17.9 million from $18.4 million in Q1 2021 [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) This statement provides a snapshot of the company's financial position, including assets, liabilities, and equity, at the end of the period Consolidated Balance Sheet Highlights (Unaudited) | (in thousands) | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $7,392 | $8,254 | | Contract receivables, net | $205,827 | $237,684 | | Goodwill | $1,045,503 | $1,046,760 | | Total Assets | $1,857,723 | $1,849,534 | | **Liabilities & Equity** | | | | Total Current Liabilities | $344,211 | $376,631 | | Long-term debt | $449,776 | $411,605 | | Total Liabilities | $1,054,421 | $1,046,064 | | Total Stockholders' Equity | $803,302 | $803,470 | [Consolidated Statements of Comprehensive Income](index=4&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) This statement details the company's revenues, expenses, and net income, along with other comprehensive income, for the reporting period Consolidated Statements of Comprehensive Income (Unaudited) | (in thousands, except per share amounts) | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Revenue | $413,468 | $378,478 | | Operating income | $27,703 | $28,129 | | Net income | $17,862 | $18,351 | | Diluted Earnings per Share | $0.94 | $0.96 | | Comprehensive income, net of tax | $20,521 | $21,131 | [Consolidated Statements of Cash Flows](index=5&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This statement presents the cash inflows and outflows from operating, investing, and financing activities during the period Consolidated Statements of Cash Flows (Unaudited) | (in thousands) | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Net Cash (Used in) Provided by Operating Activities | $(7,055) | $4,961 | | Net Cash Used in Investing Activities | $(6,454) | $(3,595) | | Net Cash Provided by (Used in) Financing Activities | $2,674 | $(33,275) | | Decrease in Cash, Cash Equivalents, and Restricted Cash | $(11,360) | $(31,164) | [Notes to Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section provides detailed explanations and additional information supporting the consolidated financial statements - The company provides professional services and technology solutions to government (U.S. federal, state, local, and international) and commercial clients across four main markets: energy/environment, health/education, safety/security, and consumer/financial[17](index=17&type=chunk)[18](index=18&type=chunk) - As of March 31, 2022, the company had **$461.6 million** of long-term debt outstanding under its Credit Facility, with an available borrowing capacity of **$250.4 million** after performance-based limitations[33](index=33&type=chunk) - The company repurchased **176,375 shares** for **$17.0 million** in Q1 2022. As of March 31, 2022, **$111.9 million** remained available for share repurchases under the authorized program[65](index=65&type=chunk) - The company is involved in a legal proceeding with the State of Louisiana regarding the Road Home Program, with the state seeking approximately **$220.2 million**. The company believes the claim has no merit and has not recorded a liability[70](index=70&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In Q1 2022, revenue grew 9.2% to $413.5 million, driven by strong performance in U.S. federal and state government client markets, particularly in health, education, and social programs [Overview and Outlook](index=19&type=section&id=Overview%20and%20Outlook) This section outlines the company's business model, strategic focus, and the impact of external factors like the ongoing pandemic on operations - The company operates as a single segment providing professional services to government and commercial clients in four key markets: Energy, Environment, and Infrastructure; Health, Education, and Social Programs; Safety and Security; and Consumer and Financial[76](index=76&type=chunk)[77](index=77&type=chunk) - Long-term demand is expected to grow, driven by societal issues like clean energy, health promotion, and disaster relief. The company's strategy focuses on larger engagements, leveraging digital capabilities, and strategic acquisitions[78](index=78&type=chunk)[79](index=79&type=chunk) - The COVID-19 pandemic continues to pose uncertainty, but the company has maintained operational continuity, with government clients (**75% of Q1 2022 revenue**) largely continuing services. Commercial marketing services, representing **7% of revenue**, remain impacted by travel restrictions[82](index=82&type=chunk)[83](index=83&type=chunk)[84](index=84&type=chunk) [Results of Operations](index=21&type=section&id=Results%20of%20Operations) This section analyzes the changes in revenue, direct costs, operating income, and net income for the reporting period Q1 2022 vs Q1 2021 Performance | (dollars in thousands) | Q1 2022 | Q1 2021 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $413,468 | $378,478 | $34,990 | 9.2% | | Direct Costs | $258,158 | $232,082 | $26,076 | 11.2% | | Operating Income | $27,703 | $28,129 | $(426) | (1.5%) | | Net Income | $17,862 | $18,351 | $(489) | (2.7%) | - Revenue increased by **$35.0 million (9.2%)**, primarily driven by growth in U.S. federal government's health, education, and social programs (**$39.4 million**) and U.S. state and local government's health programs (**$7.4 million**)[95](index=95&type=chunk) - Direct costs increased **11.2%** to **$258.2 million**, outpacing revenue growth, due to higher direct labor and subcontractor costs. Direct costs as a percentage of revenue rose to **62.4%** from **61.3%**[96](index=96&type=chunk) - Amortization of intangible assets increased by **76.4%** to **$5.3 million**, mainly due to the acquisitions of ESAC and Creative Systems and Consulting in late 2021[99](index=99&type=chunk) [Non-GAAP Measures](index=23&type=section&id=Non-GAAP%20Measures) This section provides reconciliations of GAAP financial measures to non-GAAP metrics such as Adjusted EBITDA and Non-GAAP EPS Reconciliation of Net Income to Adjusted EBITDA | (in thousands) | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Net income | $17,862 | $18,351 | | EBITDA | $37,858 | $36,414 | | Total special charges and adjustments | $4,427 | $1,313 | | **Adjusted EBITDA** | **$42,285** | **$37,727** | Reconciliation of Diluted EPS to Non-GAAP EPS | | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Diluted EPS | $0.94 | $0.96 | | Amortization of intangibles | $0.28 | $0.16 | | Special charges & other adjustments | $0.23 | $0.07 | | Income tax effects | $(0.14) | $(0.06) | | **Non-GAAP EPS** | **$1.31** | **$1.13** | [Liquidity and Capital Resources](index=25&type=section&id=Liquidity%20and%20Capital%20Resources) This section details the company's cash position, debt levels, borrowing capacity, and share repurchase activities - The company's primary source of borrowing is its Credit Facility, which had **$250.4 million** of available capacity as of March 31, 2022, after accounting for performance-based limitations[121](index=121&type=chunk) - Days-Sales-Outstanding (DSO) was **79 days** for Q1 2022, compared to **80 days** for Q1 2021. Excluding the slower-paying Puerto Rico disaster relief work, DSO was **74 days** versus **70 days** in the prior year[127](index=127&type=chunk) - Operating activities used **$7.1 million** in cash in Q1 2022, a decrease of **$12.1 million** from the **$5.0 million** provided in Q1 2021, primarily due to a net decrease in billings and collections[139](index=139&type=chunk) - Financing activities provided **$2.7 million** in cash, reflecting **$38.0 million** in net advances from the Credit Facility, offset by **$22.3 million** for stock buybacks and **$2.6 million** for dividends[141](index=141&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company reports no material changes in its market risk disclosures from those detailed in its most recent Annual Report on Form 10-K - There have been no material changes in the disclosures regarding market risk from the company's Annual Report[143](index=143&type=chunk) [Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of the end of the period - 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 period covered by the report[144](index=144&type=chunk) - There were no significant changes in internal controls over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, these controls[144](index=144&type=chunk) [PART II. OTHER INFORMATION](index=30&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section includes disclosures on legal proceedings, updated risk factors, equity sales, and a list of filed exhibits [Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal matters arising in the ordinary course of business but does not currently believe that any ultimate liability from these proceedings will have a material adverse effect on its financial position, results of operations, or cash flows - The company is involved in various legal matters from the ordinary course of business, which are not expected to have a material adverse effect on its financial results[148](index=148&type=chunk) [Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - No material changes have occurred in the risk factors discussed in the company's Annual Report[149](index=149&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the first quarter of 2022, the company repurchased a total of 226,775 shares at an average price of $95.76 per share Share Repurchase Activity for Q1 2022 | Period | Total Shares Purchased | Average Price Paid per Share | Shares Purchased as Part of Program | | :--- | :--- | :--- | :--- | | January | 147,032 | $99.26 | 129,765 | | February | 10,435 | $93.33 | 10,435 | | March | 69,308 | $88.71 | 36,175 | | **Total** | **226,775** | **$95.76** | **176,375** | - The current share repurchase program authorizes up to **$200.0 million** in repurchases. During Q1 2022, the company repurchased **176,375 shares** under this program[151](index=151&type=chunk) [Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including CEO and CFO certifications and financial statements formatted in iXBRL - The report includes certifications from the Principal Executive Officer and Principal Financial Officer, as well as financial data formatted in Inline eXtensible Business Reporting Language (iXBRL)[156](index=156&type=chunk)

ICF International, Inc. (NASDAQ:ICFI) Q4 2021 Results Conference Call February 24, 2022 4:30 PM ET Company Participants Lynn Morgen - Founding Partner, AdvisIRy Partners, IR John Wasson - Chairman, President & CEO Bettina Welsh - CFO James Morgan - Chief of Business Operations Barry Broadus - Incoming CFO Conference Call Participants Joseph Vafi - Canaccord Jasper Bibb - Truist Securities Marc Riddick - Sidoti Operator Welcome to the Q4 and Full Year 2021 ICF Earnings Conference Call. My name is Cheryl, and ...

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, 2021 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 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) For the quarterly period ended September 30, 2021 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. Washington, D.C. 20549 (Exact name of Registrant as Specified in its Charter) Delaware 22-3661438 (State or Other Ju ...

ICF International, Inc. (NASDAQ:ICFI) Q3 2021 Earnings Conference Call November 2, 2021 4:30 PM ET Company Participants Lynn Morgen - Founding Partner, Advisiry Partners, IR John Wasson - Chairman, President & CEO Bettina Welsh - Chief Financial Officer Conference Call Participants Tobey Sommer - Truist Securities Joseph Vafi - Canaccord Genuity Trevor Romeo - William Blair Marc Riddick - Sidoti & Company Operator Welcome to the Third Quarter 2021 ICF Earnings Conference Call. My name is Vanessa, and I will ...