ICF International, Inc 10-Q for FY2026 Q1
ICF International, Inc. (ICFI)
About this 10-Q
ICF International, Inc filed this 10-Q on May 7, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $437.5M
- down 10.3% from $487.62M a year earlier
- Net income
- $20.52M
- down 23.6% from net income of $26.85M a year earlier
- Diluted EPS
- $1.12
- down 22.2% from $1.44 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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:
(Exact name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act.
Title of each class |
Trading Symbols(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ ‘‘smaller reporting company,’’ and ‘‘emerging growth company’’ in Rule 12b–2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes
As of May 1, 2026, there were
ICF INTERNATIONAL, INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q FOR THE
PERIOD ENDED MARCH 31, 2026
TABLE OF CONTENTS
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Item 1. |
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Consolidated Balance Sheets at March 31, 2026 (Unaudited) and December 31, 2025 |
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Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2026 and 2025 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ICF International, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
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March 31, 2026 |
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(in thousands, except share and per share amounts) |
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(Unaudited) |
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December 31, 2025 |
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ASSETS |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Accounts receivable, net |
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Contract assets |
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Prepaid expenses and other current assets |
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Income tax receivable |
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Total Current Assets |
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Property and Equipment, net |
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Goodwill |
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Other intangible assets, net |
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Operating lease - right-of-use assets |
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Other assets |
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Total Assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Accounts payable |
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$ |
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$ |
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Contract liabilities |
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Lease liabilities - current |
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Accrued salaries and benefits |
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Accrued subcontractors and other direct costs |
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Accrued expenses and other current liabilities |
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Total Current Liabilities |
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Debt |
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Lease liabilities - non-current |
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Deferred income taxes |
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Other long-term liabilities |
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Total Liabilities |
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Stockholders’ Equity: |
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Preferred stock, par value $ |
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Common stock, par value $ |
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Additional paid-in capital |
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Retained earnings |
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Treasury stock, |
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( |
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( |
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Accumulated other comprehensive loss |
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( |
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( |
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Total Stockholders’ Equity |
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Total Liabilities and Stockholders’ Equity |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
3
ICF International, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
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Three Months Ended |
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March 31, |
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(in thousands, except per share amounts) |
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2026 |
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2025 |
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Revenue |
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$ |
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$ |
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Direct Costs |
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Operating costs and expenses: |
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Indirect and selling expenses |
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Depreciation and amortization |
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Total operating costs and expenses |
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Operating income |
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Interest, net |
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Other expense |
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Income before income taxes |
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Provision for income taxes |
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Net income |
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$ |
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$ |
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Earnings per Share: |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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Weighted-average Shares: |
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Basic |
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Diluted |
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Cash dividends declared per common share |
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$ |
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$ |
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Other comprehensive loss, net of tax |
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( |
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Comprehensive income, net of tax |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
4
ICF International, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
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Common Stock |
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Additional |
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Retained |
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Treasury Stock |
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Accumulated |
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(in thousands) |
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Shares |
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Amount |
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Capital |
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Earnings |
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Shares |
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Amount |
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Loss |
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Total |
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Balance at January 1, 2026 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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— |
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— |
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Other comprehensive loss |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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Equity compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of shares pursuant to vesting of restricted stock units |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Payments for share repurchases |
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( |
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— |
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— |
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— |
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( |
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— |
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( |
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Dividends declared |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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Balance at March 31, 2026 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Common Stock |
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Additional |
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Retained |
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Treasury Stock |
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Accumulated |
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(in thousands) |
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Shares |
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Amount |
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Capital |
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Earnings |
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Shares |
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Amount |
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Loss |
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Total |
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Balance at January 1, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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— |
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— |
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Other comprehensive loss |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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Equity compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of shares pursuant to vesting of |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Payments for share repurchases |
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( |
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— |
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— |
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— |
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( |
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— |
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( |
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Dividends declared |
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— |
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— |
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— |
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( |
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— |
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— |
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— |
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( |
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Balance at March 31, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
5
ICF International, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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Three Months Ended |
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March 31, |
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(in thousands) |
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2026 |
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2025 |
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Cash Flows from Operating Activities |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Provision for credit losses |
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Deferred income taxes and unrecognized income tax benefits |
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Non-cash equity compensation |
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Depreciation and amortization |
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Other operating adjustments, net |
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Changes in operating assets and liabilities, net of the effects of acquisitions: |
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Net contract assets and liabilities |
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Accounts receivable |
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Prepaid expenses and other current assets |
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Operating lease assets and liabilities, net |
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( |
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Accounts payable |
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( |
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( |
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Accrued salaries and benefits |
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( |
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( |
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Accrued subcontractors and other direct costs |
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Accrued expenses and other current liabilities |
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Income tax receivable and payable |
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( |
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Other liabilities |
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( |
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Net Cash Used in Operating Activities |
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( |
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Cash Flows from Investing Activities |
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Payments for purchase of property and equipment and capitalized software |
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( |
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Net Cash Used in Investing Activities |
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( |
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Cash Flows from Financing Activities |
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Advances from working capital facilities |
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Payments on working capital facilities |
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Proceeds from other short-term borrowings |
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Repayments of other short-term borrowings |
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( |
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( |
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Dividends paid |
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( |
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( |
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Payments for share repurchases |
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( |
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( |
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Other financing, net |
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( |
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Net Cash Provided by Financing Activities |
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Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash |
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Net Change in Cash, Cash Equivalents, and Restricted Cash |
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Cash, Cash Equivalents, and Restricted Cash, Beginning of Period |
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Cash, Cash Equivalents, and Restricted Cash, End of Period |
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$ |
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$ |
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Supplemental Disclosure of Cash Flow Information |
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Cash paid during the period for: |
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Interest |
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$ |
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$ |
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Income taxes, net of refunds |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
6
ICF International, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
(dollar amounts in tables in thousands, except share and per share data)
NOTE 1 – BASIS OF PRESENTATION
Basis of Presentation
The accompanying consolidated financial statements are of ICF International, Inc. (“ICFI”) and its wholly-owned principal subsidiary, ICF Consulting Group, Inc. (“Consulting,” and together with ICFI, the “Company”), and have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”). ICFI is a holding company with no operations or assets other than its investment in the common stock of Consulting. All other subsidiaries of the Company are wholly owned by Consulting. Intercompany transactions and balances have been eliminated.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenue and expenses. Management evaluates these estimates on an ongoing basis including those that relate to revenue recognition (including estimates of variable considerations and remaining costs to complete fixed-price contracts), expected credit losses, valuation and lives of tangible and intangible assets acquired from business combinations, and reserves for tax benefits and valuation allowances on deferred tax assets. Actual results experienced by the Company may differ from management’s estimates.
During the three months ended March 31, 2026 and 2025, the Company recognized net income of $
Interim Results
The unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These rules and regulations permit some of the information and footnote disclosures normally included in annual financial statements, prepared in accordance with U.S. GAAP, to be condensed or omitted. In management’s opinion, the unaudited consolidated financial statements contain all adjustments that are of a normal recurring nature, necessary for a fair presentation of the results of operations and financial position of the Company for the interim periods presented. The Company reports operating results and financial data in as a operating segment and reporting unit. Operating results for the three-month periods ended March 31, 2026 and 2025 are not necessarily indicative of the results that may be expected for the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 31, 2025 and the notes thereto included in the Company’s Annual Report on Form 10-K.
Recent Accounting Pronouncements
Accounting Pronouncements Not Yet Adopted
Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures
In November 2024, the FASB issued ASU 2024-03: Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires additional disaggregation of certain costs and expenses. ASU 2024-03 specifically requires all public entities to disclose within a tabular format the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities in each relevant expense caption as well as certain amounts that are already required to be disclosed under current U.S. GAAP. ASU 2024-03 also requires public entities to disclose a qualitative description of the composition of any amounts in relevant expense captions that are not separately disaggregated and the amount and definition of the entity’s selling expenses. ASU 2024-03 will be effective for the Company for the annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The amendments may be adopted on a prospective or retrospective basis. The Company is currently evaluating the impact of the adoption of ASU 2024-03.
7
Intangibles—Goodwill and Other—Internal-Use Software
In September 2025, the FASB issued ASU 2025-06: Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes the accounting for internal-use software costs by removing all references to software development project stages so that the guidance is neutral to different software development methods. ASU 2025-06 will be effective for the Company for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments may be adopted on a prospective, retrospective, or modified basis. The Company is currently evaluating the impact of the adoption of ASU 2025-06.
NOTE 2 – RESTRICTED CASH
The following table provides a reconciliation of cash, cash equivalents, and restricted cash as of March 31, 2026 and 2025 to cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows for the three months ended March 31, 2026 and 2025:
|
|
March 31, 2026 |
|
|
March 31, 2025 |
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash (1) |
|
|
|
|
|
|
||
Total of cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows |
|
$ |
|
|
$ |
|
||
Restricted cash is primarily related to the Company’s energy incentive management business for its public utility clients and restricted cash advances on certain programs.
NOTE 3 – ACCOUNTS RECEIVABLE, NET
Accounts receivable, net consists of contract and other customer receivables. A reconciliation of accounts receivable, net is as follows:
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Billed and billable (1) |
|
$ |
|
|
$ |
|
||
Allowance for expected credit losses |
|
|
( |
) |
|
|
( |
) |
Accounts receivable, net |
|
$ |
|
|
$ |
|
||
The Company sells certain billed accounts receivable in accordance with its Amended Master Receivables Purchase Agreement with MUFG Bank, Ltd. (“MUFG”) that are accounted for as sales under the Accounting Standards Codification (“ASC”) 860, Transfers and Servicing (“ASC 860”). The accounts receivable are sold without recourse and the Company does not retain any ongoing financial interest in the transferred accounts receivable, other than providing servicing activities.
|
|
As of and for the Three Months Ended |
|
|||||
|
|
March 31, 2026 |
|
|
March 31, 2025 |
|
||
Beginning balance, billed accounts receivable sold and not yet collected |
|
$ |
|
|
$ |
|
||
Billed accounts receivable sold (1) |
|
|
|
|
|
|
||
Collections from customers (1) |
|
|
( |
) |
|
|
( |
) |
Ending balance, billed accounts receivable sold and not yet collected |
|
$ |
|
|
$ |
|
||
8
The following is a reconciliation of cash collections from customers of billed accounts receivable previously sold to MUFG that were eligible and accounted for as sales under ASC 860:
|
|
As of and for the Three Months Ended |
|
|||||
|
|
March 31, 2026 |
|
|
March 31, 2025 |
|
||
Beginning balance, cash collected but not yet remitted to MUFG |
|
$ |
|
|
$ |
|
||
Collections from customers (1) |
|
|
|
|
|
|
||
Remittances to MUFG (1) |
|
|
( |
) |
|
|
( |
) |
Ending balance, cash collected but not yet remitted to MUFG |
|
$ |
|
|
$ |
|
||
The aggregate impact of the sale of billed accounts receivable on the Company’s operating cash flows was net inflows of $
At March 31, 2026 and December 31, 2025, the amounts due to MUFG for cash collected and not yet remitted for billed accounts receivable sold that did not qualify as sales under ASC 860 totaled $
NOTE 4 – LEASES
At March 31, 2026, the Company had operating and finance leases for facilities and equipment with remaining duration ranging from
|
|
Operating |
|
|
Finance |
|
||
March 31, 2027 |
|
$ |
|
|
$ |
|
||
March 31, 2028 |
|
|
|
|
|
|
||
March 31, 2029 |
|
|
|
|
|
|
||
March 31, 2030 |
|
|
|
|
|
|
||
March 31, 2031 |
|
|
|
|
|
|
||
Thereafter |
|
|
|
|
|
|
||
Total future minimum lease payments |
|
|
|
|
|
|
||
Less: Interest |
|
|
( |
) |
|
|
( |
) |
Total lease liabilities |
|
$ |
|
|
$ |
|
||
Operating lease liabilities |
|
$ |
|
|
Finance lease liabilities |
|
|
|
|
Total lease liabilities |
|
$ |
|
|
|
|
|
|
|
Lease liabilities - current |
|
$ |
|
|
Lease liabilities - non-current |
|
|
|
|
Total lease liabilities |
|
$ |
|
|
9
NOTE 5 – LONG-TERM DEBT
At March 31, 2026 and December 31, 2025, long-term debt consisted of:
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||||||
|
|
Average |
|
Outstanding |
|
|
Average |
|
Outstanding |
|
||
Term Loan |
|
|
|
$ |
|
|
|
|
$ |
|
||
Delayed-Draw Term Loan |
|
|
|
|
|
|
|
|
|
|
||
Revolving Credit |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||||
Unamortized debt issuance costs |
|
|
|
|
( |
) |
|
|
|
|
( |
) |
Total |
|
|
|
$ |
|
|
|
|
$ |
|
||
As of March 31, 2026, the Company had $
Future scheduled repayments of debt principal are as follows:
Payments due by |
|
Term Loan |
|
|
Delayed-Draw Term Loan |
|
|
Revolving Credit |
|
|
Total |
|
||||
May 6, 2027 (Maturity) (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
NOTE 6 – REVENUE
Substantially all of the Company’s revenue is recognized over time as control of the related goods or services is transferred to customers.
Disaggregation of Revenue
The Company disaggregates revenue from clients into categories that depict how the nature, amount, and uncertainty of revenue and cash flows are affected by economic and business factors. Those categories are client market, client type, and contract mix.
|
|
Three Months Ended March 31, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||
|
|
Dollars |
|
|
Percent |
|
|
Dollars |
|
|
Percent |
|
||||
Client Market: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Energy, environment, infrastructure, and disaster recovery |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
Health and social programs |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Security and other civilian & commercial |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Total |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
|
|
Three Months Ended March 31, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||
|
|
Dollars |
|
|
Percent |
|
|
Dollars |
|
|
Percent |
|
||||
Client Type: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. federal government |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
U.S. state and local government |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
International government |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Total Government |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Commercial |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Total |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
10
|
|
Three Months Ended March 31, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||
|
|
Dollars |
|
|
Percent |
|
|
Dollars |
|
|
Percent |
|
||||
Contract Mix: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Time-and-materials |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
Fixed-price |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Cost-based |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Total |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
Contract Assets and Liabilities
Contract assets consist of unbilled receivables on contracts where revenue recognized exceeds the amount billed. Contract liabilities result from advance payments received on a contract or from billings in excess of revenue recognized.
The following table summarizes the contract assets and liabilities as of March 31, 2026 and December 31, 2025:
|
|
Financial Statement Classification |
|
March 31, 2026 |
|
|
December 31, 2025 |
|
|
$ Change |
|
|||
Contract assets |
|
Contract assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Contract liabilities - current |
|
Contract liabilities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Contract liabilities - non-current |
|
Other long-term liabilities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net contract assets (liabilities) |
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
The decrease in net contract assets (liabilities) is primarily due to the timing difference between the performance of services and billings to customers. During the three months ended March 31, 2026 and 2025, the Company recognized $
Unfulfilled Performance Obligations
In computing unfulfilled performance obligations (“UPO”), the Company excludes contracts with stated term of one year or less (practical expedient), and contracts with the U.S. federal government. As of March 31, 2026, the UPO was $
NOTE 7 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
At March 31, 2026, the Company had floating-to-fixed interest rate swap agreements (the “Swaps”) for an aggregate notional amount of $
NOTE 8 – INCOME TAXES
T
NOTE 9 – STOCKHOLDERS’ EQUITY
Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss as of March 31, 2026 and 2025 included the following:
11
|
|
Three Months Ended March 31, 2026 |
|
|||||||||
|
|
Foreign |
|
|
Change in |
|
|
Total |
|
|||
Accumulated other comprehensive (loss) income at December 31, 2025 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Current period other comprehensive (loss) income: |
|
|
|
|
|
|
|
|
|
|||
Other comprehensive (loss) income before reclassifications |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Amounts reclassified from accumulated other comprehensive (loss) income (1) |
|
|
— |
|
|
|
|
|
|
|
||
Effect of taxes |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Total current period other comprehensive (loss) income |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Accumulated other comprehensive (loss) income at March 31, 2026 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
Three Months Ended March 31, 2025 |
|
|||||||||
|
|
Foreign |
|
|
Change in |
|
|
Total |
|
|||
Accumulated other comprehensive (loss) income at December 31, 2024 |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Current period other comprehensive (loss) income: |
|
|
|
|
|
|
|
|
|
|||
Other comprehensive (loss) income before reclassifications |
|
|
|
|
|
( |
) |
|
|
|
||
Amounts reclassified from accumulated other comprehensive (loss) income (1) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Effect of taxes |
|
|
— |
|
|
|
|
|
|
|
||
Total current period other comprehensive (loss) income |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Accumulated other comprehensive (loss) income at March 31, 2025 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Share Repurchases
The Company repurchases shares under the $
Repurchases for the three months ended March 31, 2026 and 2025 are as follows:
|
Three Months Ended March 31, |
|
|||||||||||
|
2026 |
|
|
2025 |
|
||||||||
|
Shares |
|
Amount Paid |
|
|
Shares |
|
Amount Paid |
|
||||
Share Repurchase Program |
|
|
$ |
|
|
|
|
$ |
|
||||
Vesting of RSUs and PSAs |
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
$ |
|
|
|
|
$ |
|
||||
12
NOTE 10 – STOCK-BASED COMPENSATION
The Company’s 2018 Amended and Restated Omnibus Incentive Plan (the “2018 A&R Omnibus Plan”) allows the Company to grant up to
The following awards were granted during the three months ended March 31, 2026 and 2025:
|
|
Awards Granted |
|
|
Average Grant Date Fair Value |
|
||||||||||
|
|
Three Months Ended |
|
|
Three Months Ended |
|
||||||||||
|
|
March 31, |
|
|
March 31, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Employee Stock Awards - RSUs |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||
Employee Stock Awards - PSAs |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||
Cash-Settled RSUs |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The total stock-based compensation expense was $
Earnings per share (“EPS”), including the dilutive effect of stock awards for each period reported is summarized below:
|
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
(in thousands, except per share data) |
|
2026 |
|
|
2025 |
|
||
Net Income |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Weighted-average number of basic shares outstanding during the period |
|
|
|
|
|
|
||
Dilutive effect of stock awards |
|
|
|
|
|
|
||
Weighted-average number of diluted shares outstanding during the period |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Basic EPS |
|
$ |
|
|
$ |
|
||
Diluted EPS |
|
$ |
|
|
$ |
|
||
There were
NOTE 12 – FAIR VALUE
Financial instruments measured at fair value on a recurring basis and their location within the accompanying consolidated balance sheets are as follows:
|
March 31, 2026 |
|
|
|
|||||||||||||
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Location on Balance Sheet |
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Company-owned life insurance policies |
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
Other assets |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps - current portion |
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
Accrued expenses and other current liabilities |
||
Interest rate swaps - long-term portion |
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
Other long-term liabilities |
||
Cash-Settled RSUs |
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
Accrued salaries and benefits |
||
13
|
December 31, 2025 |
|
|
|
|||||||||||||
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Location on Balance Sheet |
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Company-owned life insurance policies |
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
Other assets |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps - current portion |
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
Accrued expenses and other current liabilities |
||
Interest rate swaps - long-term portion |
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
Other long-term liabilities |
||
Cash-Settled RSUs |
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
Accrued salaries and benefits |
||
NOTE 13 – COMMITMENTS AND CONTINGENCIES
Letters of Credit and Guarantees
The Company had open standby letters of credit totaling $
At March 31, 2026 and December 31, 2025, the Company had $
Litigation and Claims
The Company is involved in various legal matters and proceedings arising in the ordinary course of business. While these matters and proceedings cause it to incur costs, including, but not limited to, attorneys’ fees, the Company currently believes that any ultimate liability arising out of these matters and proceedings will not have a material adverse effect on its financial position, results of operations, or cash flows.
NOTE 14 – SEGMENT INFORMATION
The Company provides a broad array of professional services to its clients across several markets, primarily within the U.S. The Company operates as a reportable and operating segment because the Chief Operating Decision Maker (the “, manages the business activities on a consolidated basis. Although the Company disaggregates its revenue by client market and client type, it does not manage its business or allocate resources based on client market or type.
14
The segment revenue, significant segment expenses, and segment profit are as follows:
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Revenue |
|
$ |
|
|
$ |
|
||
Significant segment expenses: |
|
|
|
|
|
|
||
Direct labor and related fringe benefit costs |
|
|
|
|
|
|
||
Subcontractors and other direct costs |
|
|
|
|
|
|
||
Indirect and selling expenses |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Amortization of intangible assets acquired in business combinations |
|
|
|
|
|
|
||
Interest expense |
|
|
|
|
|
|
||
Provision for income taxes |
|
|
|
|
|
|
||
Other segment expense (1) |
|
|
|
|
|
|
||
Net Income |
|
$ |
|
|
$ |
|
||
(1)
NOTE 15 – SUBSEQUENT EVENT
On April 10, 2026, the Company completed the refinancing of its current Amended and Restated Credit Agreement, dated May 6, 2022 (the “Existing Credit Agreement”) by entering into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) with PNC Bank, National Association as administrative agent, BOFA Securities, Inc., and Wells Fargo Securities, LLC as the joint lead arrangers, certain other financial institutions as lenders, and certain guarantors party thereto.
The Amended and Restated Credit Agreement: (a) maintains a $
15
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS
Some of the statements in this Quarterly Report on Form 10-Q (this “Quarterly Report”) constitute forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. These statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will,” “would,” or similar words. You should read statements that contain these words carefully.
Our forward-looking statements are based on the beliefs and assumptions of our management and the information available to our management at the time these disclosures were prepared. Although we believe the expectations reflected in these statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report. We undertake no obligation to update these forward-looking statements, even if our situation changes in the future.
The terms “we,” “our,” “us,” and “the Company,” as used throughout this Quarterly Report, refer to ICF International, Inc. and its subsidiaries, unless otherwise indicated. The terms “federal” or “federal government” refer to the U.S. federal government, and “state and local” or “state and local government” refer to U.S. state and local governments and the governments of U.S. territories. The following discussion and analysis is intended to help the reader understand our business, financial condition, results of operations, and liquidity and capital resources. You should read this discussion in conjunction with our consolidated financial statements and the related notes contained elsewhere in this Quarterly Report and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026 (our “Annual Report”).
OVERVIEW AND OUTLOOK
We provide professional services and technology-based solutions, including management, technology, and policy consulting and implementation services. We help our clients conceive, develop, implement, and improve solutions that address complex business, natural resource, social, technological, and public safety issues. Our clients include U.S. federal, state, local and international governments or their agencies, as well as commercial entities. Our services primarily support clients that operate in these key markets:
We provide services to our diverse client base that deliver value throughout the entire life cycle of a policy, program, project, or initiative. Our primary services include:
We believe that, in the long-term, demand for our services will continue to grow as government, industry, and other stakeholders seek to address critical long-term societal and natural resource issues due to heightened concerns about the environment and use of clean energy and energy efficiency; health promotion, treatment, and cost control; the means by which healthcare can be delivered effectively on a cross-jurisdiction basis; natural disaster relief and rebuild efforts; and ongoing homeland security threats. In the wake of the major hurricanes that devastated communities in Texas, Florida, North Carolina, Louisiana, the U.S. Virgin Islands, and Puerto Rico, and the impact of wildfires in Hawaii, Oregon, and southern California, the affected areas remain in various stages of evacuation, relief, and recovery efforts. We believe our prior and current experience with disaster relief and rebuild efforts, including after hurricanes (Katrina, Rita, and more recently Helene and Milton) and Superstorm Sandy, and the wildfires in Oregon, put us in a favorable position to continue to provide recovery and housing assistance, and environmental and infrastructure solutions, including disaster mitigation, on behalf of federal departments and agencies, state, territorial, and local jurisdictions, and regional agencies.
16
As the federal government continues to sharpen its focus on efficiency, transparency, consolidation, and accountability, we see growth opportunities for our fit-for-purpose technology solutions. Our offerings are innovative, agile, scalable, and aligned with commercial best practices, delivering clear and measurable outcomes. By combining deep institutional knowledge of our clients’ markets and data with our proven expertise in artificial intelligence, open source, cloud-native, and commercially available off the shelf low-code and no-code platforms, we are able to deliver highly functional, cost-effective solutions that meet the evolving demands of our customers while driving greater value and impact for taxpayers.
Our future results will depend on the success of our strategy to enhance our client relationships and seek larger engagements that span the entire program life cycle, and to complete and successfully integrate additional strategic acquisitions. We will continue to focus on building scale in our vertical and horizontal domain expertise, developing business with our existing clients as well as new customers, and replicating our business model in selective geographies. In doing so, we will continue to evaluate strategic acquisition opportunities that enhance our subject matter knowledge, broaden our service offerings, gain access to or expand customer relationships, and/or provide scale in specific geographies.
Although we continue to see favorable long-term market opportunities, there are certain business challenges facing all government service providers. The very nature of opportunities arising out of disaster recovery means they can involve unusual challenges. Factors such as the overall stress on communities and people affected by disaster recovery situations, political complexities, challenges among involved government agencies, and a higher-than-normal risk of audits and investigations may result in a reduction to our revenue and profit and adversely affect cash flow; however, we believe we are well positioned to provide a broad range of services in support of initiatives that will continue to be priorities to the federal government, as well as to state and local and international governments and commercial clients.
CRITICAL ACCOUNTING ESTIMATES AND POLICIES
There have been no material changes to our critical accounting estimates and policies from those disclosed in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
RESULTS OF OPERATIONS
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
The table below sets forth select line items of our unaudited consolidated statements of comprehensive income, the percentage of revenue for these select items, and the period-over-period rate of change and percentage of revenue for the periods indicated.
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
|
|||||||||||||||
|
|
Dollars |
|
|
Percentages of Revenue |
|
|
Year-to-Year Change |
|
|||||||||||||||
(dollars in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
Dollars |
|
|
Percent |
|
||||||
Revenue |
|
$ |
437,500 |
|
|
$ |
487,618 |
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
$ |
(50,118 |
) |
|
|
(10.3 |
%) |
Direct Costs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Direct labor and related fringe benefit costs |
|
|
167,983 |
|
|
|
191,930 |
|
|
|
38.4 |
% |
|
|
39.4 |
% |
|
|
(23,947 |
) |
|
|
(12.5 |
%) |
Subcontractor and other direct costs |
|
|
102,654 |
|
|
|
110,612 |
|
|
|
23.5 |
% |
|
|
22.7 |
% |
|
|
(7,958 |
) |
|
|
(7.2 |
%) |
Total Direct Costs |
|
|
270,637 |
|
|
|
302,542 |
|
|
|
61.9 |
% |
|
|
62.0 |
% |
|
|
(31,905 |
) |
|
|
(10.5 |
%) |
Operating Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Indirect and selling expenses |
|
|
118,827 |
|
|
|
131,891 |
|
|
|
27.2 |
% |
|
|
27.0 |
% |
|
|
(13,064 |
) |
|
|
(9.9 |
%) |
Depreciation and Amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization |
|
|
5,571 |
|
|
|
5,318 |
|
|
|
1.3 |
% |
|
|
1.1 |
% |
|
|
253 |
|
|
|
4.8 |
% |
Amortization of intangible assets acquired in business combinations |
|
|
7,609 |
|
|
|
9,477 |
|
|
|
1.7 |
% |
|
|
1.9 |
% |
|
|
(1,868 |
) |
|
|
(19.7 |
%) |
Total Depreciation and Amortization |
|
|
13,180 |
|
|
|
14,795 |
|
|
|
3.0 |
% |
|
|
3.0 |
% |
|
|
(1,615 |
) |
|
|
(10.9 |
%) |
Total Operating Costs and Expenses |
|
|
132,007 |
|
|
|
146,686 |
|
|
|
30.2 |
% |
|
|
30.0 |
% |
|
|
(14,679 |
) |
|
|
(10.0 |
%) |
Operating Income |
|
|
34,856 |
|
|
|
38,390 |
|
|
|
7.9 |
% |
|
|
8.0 |
% |
|
|
(3,534 |
) |
|
|
(9.2 |
%) |
Interest, net |
|
|
(6,709 |
) |
|
|
(7,337 |
) |
|
|
(1.5 |
%) |
|
|
(1.5 |
%) |
|
|
628 |
|
|
|
(8.6 |
%) |
Other expense |
|
|
(757 |
) |
|
|
(1,052 |
) |
|
|
(0.2 |
%) |
|
|
(0.2 |
%) |
|
|
295 |
|
|
|
(28.0 |
%) |
Income before Income Taxes |
|
|
27,390 |
|
|
|
30,001 |
|
|
|
6.2 |
% |
|
|
6.3 |
% |
|
|
(2,611 |
) |
|
|
(8.7 |
%) |
Provision for Income Taxes |
|
|
6,868 |
|
|
|
3,150 |
|
|
|
1.6 |
% |
|
|
0.6 |
% |
|
|
3,718 |
|
|
|
118.0 |
% |
Net Income |
|
$ |
20,522 |
|
|
$ |
26,851 |
|
|
|
4.6 |
% |
|
|
5.7 |
% |
|
$ |
(6,329 |
) |
|
|
(23.6 |
%) |
17
Revenue. The decrease in revenue was driven by a reduction of $56.7 million from our U.S. federal government clients primarily as a result of terminated contracts during the first half of 2025 due to the Administration’s changing priorities and the actions recommended by the Department of Government Efficiency. Revenue from our commercial, U.S. state and local government, and international government clients increased a combined $6.6 million to offset the decrease of revenue from our U.S. federal government clients. The following were changes in revenue from our various client markets:
Revenue for the three months ended March 31, 2026 includes subcontractor and other direct costs, which decreased $8.0 million, or 7.2%, from the first quarter of 2025 and totaled $102.7 million and $110.6 million for the three months ended March 31, 2026 and 2025, respectively, and the margin on such costs.
Direct Costs. For the three months ended March 31, 2026 and 2025, direct labor and related fringe benefit costs as a percentage of direct costs were 62.1% and 63.4%, respectively, and subcontractor and other direct costs as a percentage of direct costs were 37.9% and 36.6%, respectively. As a percentage of revenue, direct labor and related fringe benefit costs were 38.4% and 39.4%, respectively, and subcontractor and other direct costs were 23.5% and 22.7%, respectively, for the three months ended March 31, 2026 and 2025.
Indirect and selling expenses. The change in total indirect and selling expenses were due to decreases of $10.5 million and $2.6 million, respectively, in indirect labor and related fringe benefit costs and general and administrative costs for the three months ended March 31, 2026 compared to the same period in 2025. Indirect labor and related fringe benefit costs as a percentage of indirect and selling expenses were 73.6% and 74.3% for the three months ended March 31, 2026 and 2025, respectively, and general and administrative costs as a percentage of indirect and selling expenses were 26.4% and 25.7% for the three months ended March 31, 2026 and 2025, respectively.
Depreciation and amortization. Depreciation and amortization for the three months ended March 31, 2026 was $5.6 million which was comparable to $5.3 million for the three months ended March 31, 2025.
The decrease of $1.9 million in amortization of intangible assets acquired in business combinations from $9.5 million for the three months ended March 31, 2025 to $7.6 million for the three months ended March 31, 2026 was primarily due to certain intangible assets previously acquired becoming fully amortized.
Interest, net. The decrease of $0.6 million in interest, net, was primarily due to lower average debt balance of $453.5 million for the three months ended March 31, 2026 compared to $514.3 million for the same period in 2025. Interest from debt facilities was $5.7 million for the three months ended March 31, 2026, compared to $7.3 million for the three months ended March 31, 2025. Use of floating-to-fixed interest rate swap agreements to hedge the variable interest portion of debt facilities resulted in an increase of interest by less than $0.1 million for the three months ended March 31, 2026 compared to a reduction of $0.7 million for the same period in 2025. The average interest rate for our debt facilities was 5.0% for the three months ended March 31, 2026 compared to 5.7% for the same period in 2025. Inclusive of the impact of the swap agreements, our interest rate was 5.1% for the three months ended March 31, 2026 compared to 5.1% for the same period in 2025.
Other expense. The decrease in other expense for the three months ended March 31, 2026 was primarily due to foreign currency expense in 2026 of $0.3 million compared to $1.0 million in 2025, partially offset by losses from disposal of assets of $0.5 million in 2026 associated with early exits from certain leased facilities.
18
Provision for Income Taxes. Our effective income tax rate for the three months ended March 31, 2026 and 2025 was 25.1% and 10.5%, respectively. A reconciliation of the Company’s statutory rate to the effective tax rate (the “ETR”) for the three months ended March 31, 2026 and 2025 is as follows:
|
Three Months Ended March 31, |
|
|||||
|
2026 |
|
|
2025 |
|
||
Statutory tax rate |
|
21.0 |
% |
|
|
21.0 |
% |
State taxes, net of federal benefit |
|
6.0 |
% |
|
|
6.0 |
% |
IRC 987 regulations |
|
— |
|
|
|
(14.8 |
%) |
Stock-based compensation |
|
6.9 |
% |
|
|
1.5 |
% |
Uncertain tax position |
|
2.5 |
% |
|
|
3.9 |
% |
Tax credits |
|
(9.1 |
%) |
|
|
(11.3 |
%) |
Other |
|
(2.2 |
%) |
|
|
4.2 |
% |
Effective tax rate |
|
25.1 |
% |
|
|
10.5 |
% |
NON-GAAP MEASURES
The following tables provide reconciliations of financial measures that are not calculated in accordance with generally accepted accounting principles in the U.S. (“non-GAAP”) to their most comparable U.S. GAAP measures. While we believe that these non-GAAP financial measures provide additional information to investors and may be useful in evaluating our financial information and assessing ongoing trends to better understand our operations, they should be considered supplemental in nature and not as a substitute for financial information prepared in accordance with U.S. GAAP. Other companies may define similarly titled non-GAAP measures differently, thus limiting their use for comparability.
EBITDA and Adjusted EBITDA
Earnings before interest, tax, and depreciation and amortization (“EBITDA”) is a measure we use to evaluate operating performance. Adjusted EBITDA is EBITDA further adjusted to eliminate the impact of certain items that we do not consider to be indicative of the performance of our ongoing operations (“Adjusted EBITDA”). We evaluate these adjustments on an individual basis based on both the quantitative and qualitative aspects of the item, including their size and nature, as well as whether we expect them to recur as part of our normal business on a regular basis.
EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow as these measures do not include certain cash requirements such as interest payments, tax payments, capital expenditures, and debt service.
The following table presents a reconciliation of net income to EBITDA and Adjusted EBITDA for the periods indicated.
|
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Net income |
|
$ |
20,522 |
|
|
$ |
26,851 |
|
Interest, net |
|
|
6,709 |
|
|
|
7,337 |
|
Provision for income taxes |
|
|
6,868 |
|
|
|
3,150 |
|
Depreciation and amortization |
|
|
13,180 |
|
|
|
14,795 |
|
EBITDA |
|
|
47,279 |
|
|
|
52,133 |
|
Acquisition and divestiture-related expenses (1) |
|
|
649 |
|
|
|
259 |
|
Severance and other costs related to staff realignment (2) |
|
|
— |
|
|
|
2,550 |
|
Charges and adjustments related to facility consolidations and office closures (3) |
|
|
972 |
|
|
|
256 |
|
Total Adjustments |
|
|
1,621 |
|
|
|
3,065 |
|
Adjusted EBITDA |
|
$ |
48,900 |
|
|
$ |
55,198 |
|
19
Non-GAAP Diluted Earnings per Share
Non-GAAP diluted earnings per share (“Non-GAAP Diluted EPS”) represents diluted U.S. GAAP earnings per share (“U.S. GAAP Diluted EPS”) excluding the impact of certain items noted above, amortization of acquired intangible assets, and the related income tax effects. While these adjustments may be recurring and not infrequent or unusual, we do not consider these adjustments to be indicative of the performance of our ongoing operations. We believe that the supplemental adjustments provide additional useful information to investors.
The following table presents a reconciliation of U.S. GAAP Diluted EPS to Non-GAAP Diluted EPS for the periods indicated.
|
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
U.S. GAAP Diluted EPS |
|
$ |
1.12 |
|
|
$ |
1.44 |
|
Acquisition and divestiture-related expenses |
|
|
0.04 |
|
|
|
0.01 |
|
Severance and other costs related to staff realignment |
|
|
— |
|
|
|
0.14 |
|
Charges and adjustments related to facility consolidations and office closures |
|
|
0.06 |
|
|
|
0.01 |
|
Amortization of intangible assets acquired in business combinations (1) |
|
|
0.41 |
|
|
|
0.51 |
|
Income tax effects of the adjustments (2) |
|
|
(0.13 |
) |
|
|
(0.17 |
) |
Non-GAAP Diluted EPS |
|
$ |
1.50 |
|
|
$ |
1.94 |
|
LIQUIDITY AND CAPITAL RESOURCES
Liquidity and Borrowing Capacity. In addition to cash and cash equivalents on hand and cash generated from operations, our primary source of liquidity is the Credit Facility with a syndicate of commercial banks, as described in “Note 5 – Long-Term Debt” in the “Notes to Consolidated Financial Statements” in this Quarterly Report. The Credit Facility requires that we remain in compliance with certain financial and non-financial covenants (as defined by the Credit Agreement, see “Note 8 - Debt” in the “Notes to Consolidated Financial Statements” in our Annual Report for additional details). As of March 31, 2026, we remained in compliance with these covenants, and we had $512.4 million available under the Credit Facility to fund our ongoing operations, future acquisitions, dividend payments, and share repurchase program. On April 10, 2026, we completed the refinancing of the Credit Facility, see “Note 15 - Subsequent Events” in the “Notes to Consolidated Financial Statements” in this Quarterly Report.
We have entered into floating-to-fixed interest rate swap agreements for a total notional value of $175.0 million to hedge a portion of our floating-rate Credit Facility. The interest rate swaps will expire in 2030, but we may consider entering into additional swap agreements prior to the expiration of these existing hedges. As of March 31, 2026, the percentage of our fixed-rate debt to total debt from our Credit Facility was 40%.
We provide support services to the U.S. federal government and any prolonged federal government shutdown may affect our abilities to generate cash from that business to certain degrees. There are other conditions, such as the ongoing wars in Ukraine, instabilities in the Middle East, and volatility in global trade (including the imposition of tariffs), that create uncertainty in the global economy, which in turn may impact, among other things, our ability to generate positive cash flows from operations and our ability to successfully execute and fund key initiatives. However, our current belief is that the combination of internally generated funds, available bank borrowing capacity, and cash and cash equivalents on hand will provide the required liquidity and capital resources necessary to fund ongoing operations, customary capital expenditures, quarterly cash dividends, share repurchases, and organic growth. Additionally, we continuously analyze our capital structure to ensure we have capital to fund future strategic acquisitions.
We continuously monitor the state of the financial markets to assess the availability of borrowing capacity under the Credit Facility and the cost of additional capital from both debt and equity markets. At present, we believe we will be able to continue to access these markets on commercially reasonable terms and conditions if we need additional capital in the near term.
Dividends. We have historically paid quarterly cash dividends to our stockholders of record at $0.14 per share. Total dividend payments during the three months ended March 31, 2026 were $2.6 million.
Cash dividends declared thus far in 2026 are as follows:
Dividend Declaration Date |
|
Dividend Per Share |
|
|
Record Date |
|
Payment Date |
|
February 26, 2026 |
|
$ |
0.14 |
|
|
March 27, 2026 |
|
April 14, 2026 |
May 7, 2026 |
|
$ |
0.14 |
|
|
June 5, 2026 |
|
July 10, 2026 |
20
Cash Flow. The following table sets forth our sources and uses of cash for the three months ended March 31, 2026 and 2025:
|
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Net Cash Used in Operating Activities |
|
$ |
(3,142 |
) |
|
$ |
(33,034 |
) |
Net Cash Used in Investing Activities |
|
|
(2,830 |
) |
|
|
(3,452 |
) |
Net Cash Provided by Financing Activities |
|
|
15,137 |
|
|
|
41,024 |
|
Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash |
|
|
(232 |
) |
|
|
737 |
|
Net Change in Cash, Cash Equivalents, and Restricted Cash |
|
$ |
8,933 |
|
|
$ |
5,275 |
|
Net cash used in operations decreased by $29.9 million, primarily due to higher cash collections from customers and timing of payment of vendors.
Cash used in investing activities decreased by $0.6 million as a result of lower capital expenditures in the first quarter of 2026 compared to 2025.
Cash provided by financing activities decreased by $25.9 primarily due to lower net borrowings from our Credit Facility and short-term borrowings, partially offset by reduced share repurchases.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
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.
Item 4. Controls and Procedures
Disclosure Controls and Procedures and Internal Controls Over Financial Reporting. Management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act of 1934, as amended) and have concluded that as of March 31, 2026, our disclosure controls and procedures were effective. There have been no significant changes in our internal controls over financial reporting during the quarterly period covered by this report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
21
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are involved in various legal matters and proceedings arising in the ordinary course of business. While these matters and proceedings cause us to incur costs, including, but not limited to, attorneys’ fees, we currently believe that any ultimate liability arising out of these matters and proceedings will not have a material adverse effect on our financial position, results of operations, or cash flows.
Item 1A. Risk Factors
There have been no material changes in the risk factors discussed in the section entitled “Risk Factors” disclosed in Part I, Item 1A of our Annual Report.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
Share Repurchase Program. One of the objectives of our share repurchase program has been to offset dilution resulting from our employee incentive plan. The timing and extent to which we repurchase our shares will depend upon the approval by our board of directors, market conditions, and other corporate considerations, as may be considered in our sole discretion. Repurchases are funded from our existing cash balances and/or borrowings, and repurchased shares are held as treasury stock.
During the three months ended March 31, 2026, we repurchased 217,513 shares under our share repurchase program at an aggregate price of $15.0 million. As of March 31, 2026, $78.9 million of repurchase authority remained available for future approved share repurchases.
Repurchases of Equity Securities. The following table summarizes the share repurchase activity for the three months ended March 31, 2026 for our share repurchase program and shares purchased in satisfaction of employee tax withholding obligations related to the settlement of restricted stock units.
Period |
|
Total Number |
|
|
Average Price |
|
|
Total Number of |
|
|
Approximate |
|
||||
January 1 - January 31 |
|
|
13,248 |
|
|
$ |
94.53 |
|
|
|
— |
|
|
$ |
93,965,514 |
|
February 1 - February 28 |
|
|
313 |
|
|
$ |
94.53 |
|
|
|
— |
|
|
$ |
93,965,514 |
|
March 1 - March 31 |
|
|
251,621 |
|
|
$ |
68.71 |
|
|
|
217,513 |
|
|
$ |
78,919,258 |
|
Total |
|
|
265,182 |
|
|
$ |
70.03 |
|
|
|
217,513 |
|
|
|
|
|
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
On
22
Item 6. Exhibits
Exhibit Number |
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Exhibit |
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10.1 |
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31.1 |
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31.2 |
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32.1 |
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32.2 |
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101 |
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The following materials from the ICF International, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Statements of Cash Flows and (iv) Notes to Consolidated Financial Statements.* |
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104 |
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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
* Submitted electronically herewith.
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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, thereunto duly authorized.
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ICF INTERNATIONAL, INC. |
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May 7, 2026 |
By: |
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/s/ John Wasson |
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John Wasson |
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Chair and Chief Executive Officer |
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(Principal Executive Officer) |
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May 7, 2026 |
By: |
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/s/ James Morgan |
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James Morgan |
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Chief Operating and Financial Officer (Principal Financial Officer) |
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Exhibit 31.1
Certification of the Principal Executive Officer
Pursuant to Rule 13a-14(a) and 15d-14(a)
I, John Wasson, Chair and Chief Executive Officer of the registrant, certify that:
1. I have reviewed this quarterly report on Form 10-Q of ICF International, Inc. (the “Registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or person performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
May 7, 2026 |
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/s/ John Wasson |
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John Wasson |
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Chair and Chief Executive Officer |
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(Principal Executive Officer) |
Exhibit 31.2
Certification of the Principal Financial Officer
Pursuant to Rule 13a-14(a) and 15d-14(a)
I, James Morgan, Chief Operating and Financial Officer of the registrant, certify that:
1. I have reviewed this quarterly report on Form 10-Q of ICF International, Inc. (the “Registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or person performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
May 7, 2026 |
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/s/ James Morgan |
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James Morgan |
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Chief Operating and Financial Officer (Principal Financial Officer) |
Exhibit 32.1
Certification of Principal Executive Officer
Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
In connection with the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Report”) of ICF International, Inc. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, John Wasson, Chair and Chief Executive Officer of the Registrant, hereby certify that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
May 7, 2026 |
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/s/ John Wasson |
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John Wasson |
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Chair and Chief Executive Officer |
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(Principal Executive Officer) |
Exhibit 32.2
Certification of Principal Financial Officer
Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
In connection with the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Report”) of ICF International, Inc. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, James Morgan, Chief Operating and Financial Officer of the Registrant, hereby certify that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
May 7, 2026 |
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/s/ James Morgan |
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James Morgan |
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Chief Operating and Financial Officer (Principal Financial Officer) |