8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 3, 2013

ICF International, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33045	22-3661438
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

9300 Lee Highway, Fairfax, Virginia	22031
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (703) 934-3000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On May 3, 2013, ICF International, Inc. (the “Company”) announced its financial results for the first quarter ended March 31, 2013. The press release containing this announcement is filed as Exhibit 99.1.

The information contained in this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. The information in this report shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated May 3, 2013

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ICF International, Inc.
Date: May 3, 2013	By:	/s/ James Morgan
		James Morgan
		Chief Financial Officer

Exhibit Index

Exhibit No.	Document
99.1	Press Release dated May 3, 2013

EX-99.1

Exhibit 99.1

NEWS RELEASE

ICF International Reports First Quarter 2013 Results

¡    Total Revenue Increased 3 Percent; Led by Commercial Revenues

¡    Operating Income Increased 8 Percent

¡    Diluted Earnings Per Share Were $0.51, Up 13 percent

¡    Cash Flow From Operations Was $13 Million

FAIRFAX, Va. (May 3, 2013)—ICF International, Inc. (NASDAQ:ICFI), a leading provider of consulting services and technology solutions to government and commercial clients, reported results for the first quarter ended March 31, 2013.

First Quarter 2013 Results and Highlights

For the first quarter, total revenue was $233.9 million, a 2.8 percent increase over the $227.6 million reported for the 2012 first quarter. Service revenue, total revenue less subcontractor and other direct costs, increased 2.3 percent to $178.9 million. Operating income increased 7.8 percent to $17.6 million from the $16.4 million reported in last year’s first quarter, and operating margin was 7.5 percent up from 7.2 percent. EBITDA increased 5.8 percent to $22.8 million, and EBITDA margin was 9.8 percent, up from 9.5 percent in last year’s first quarter. Net income for the 2013 first quarter was $10.1 million, or $0.51 per diluted share, which represent increases of 13.1 percent and 13.3 percent, respectively, over last year’s net income of $8.9 million and diluted earnings per share of $0.45. First quarter 2013 results included a full quarter contribution from GHK, which ICF acquired on February 29, 2012.

“The 14.3 percent year-over-year growth in our commercial client revenues and the increased contribution from our non-U.S. government clients enabled us to report higher first quarter revenues despite the uncertainty surrounding sequestration in the U.S. federal market and the uneven timing of certain state and local government projects,” said ICF Chairman and Chief Executive Officer Sudhakar Kesavan. “Our investments in business development activities across several commercial growth areas, including energy efficiency, aviation consulting, energy infrastructure, interactive data, and commercial health, in the aggregate, combined with our recognized expertise in the more resilient federal government areas, continue to favorably impact ICF’s performance. Revenues from our key markets—-Energy, Environment, & Infrastructure, and Health, Social Programs, & Consumer/Financial—-increased by 2.1 percent and 5.5 percent, respectively. These markets accounted for 87 percent of first quarter 2013 revenues.”

“We reported healthy gross and operating margins in the first quarter, which as expected benefited from disciplined contract management and energy efficiency contract incentives. Net income outpaced operating income due to lower interest expense, as we have utilized a portion of our strong operating cash flow to pay down debt.”

“The pace of total contract sales was in line with first quarter seasonality; however, commercial awards were a much greater percentage of the total. Several of ICF’s first quarter contract wins were strategically noteworthy, including GHK’s energy efficiency contract win in the U.K., extending our leadership in this business to non-U.S. markets, and continued success with new large energy efficiency program management engagements.”

Commercial Revenue First Quarter 2013 Highlights

Revenues from commercial clients increased 14.3 percent in the 2013 first quarter to $67.0 million and represented 28.7 percent of total revenue, up from 25.8 percent in last year’s first quarter.

Commercial sales awards were $121 million for the 2013 first quarter, representing 53 percent of total sales for the period. This percentage illustrates the increasing importance of commercial work to ICF’s current and future business mix.

Key Commercial Sales Highlights for the First Quarter 2013

ICF was awarded nearly 400 commercial projects globally in the first quarter. Primary areas of awards included energy efficiency program support, airline and airport management consulting, environmental program management, interactive data applications, commercial health consulting for payers, and energy market and portfolio assessment for utilities. The largest awards included:

¡ Energy Infrastructure: A $48 million contract to continue the management of environmental compliance for the construction of a major transmission line for a U.S. utility.

¡ Energy Efficiency: A $20 million contract to support a portfolio of innovative energy efficiency programs for a major U.S. utility.

¡ Energy Efficiency: A $16 million contract to provide commercial energy efficiency services for the Energy Trust of Oregon.

¡ Energy Efficiency: A $9.4 million contract to support new energy efficiency programs for a major U.S. utility.

Additional individual commercial sales in excess of $1 million included aviation consulting support for a global aircraft leasing corporation; aviation consulting support for a global airline; aviation consulting support for a telecommunications supplier to the aviation industry, analytical support for a North American oil and gas producer, interactive data support for a trade association, and continued commercial health and interactive data support for two health benefits companies.

Key Government Sales Highlights for the First Quarter 2013

ICF was awarded nearly 100 new U.S. government contract and task order awards and hundreds of additional awards from other domestic (state and local) and non-U.S. governments. The largest awards included:

¡ Homeland Security: A multiple award contract valued at up to $11 billion to provide technical assistance and support to the U.S. Department of Homeland Security.

¡ Federal Policy and Planning: A $50 million Multiple-Award Blanket Purchase Agreement with the U.S. Department of Interior to support a wide range of policy, planning, and human capital activities.

¡ Environment: A contract valued at up to $23 million to provide technical outreach and support to the U.S. Environmental Protection Agency’s Clean Air Markets Division.

¡ Energy: A $5 million contract to provide energy efficiency improvement support to a U.K. government agency.

¡ International Development: A $5 million contract to support the Urban Infrastructure Investment Program in India.

Additional individual government sales in excess of $2 million included health training for the U.S. Department of Defense, forestry and biodiversity support to the U.S. Agency for International Development, continued education program outreach support for the U.S. Department of Education, IT support services to the U.S. Department of Veterans Affairs Veterans Health Administration, public health survey for a U.S. state department of public health, environmental management support for the State of California, and public health and medical planning support for a Metropolitan Washington regional planning organization.

Backlog and New Business Awards

Backlog was $1.5 billion at the end of the 2013 first quarter. Funded backlog was $720 million, or 48 percent of the total.

The total value of contracts awarded in the first quarter of 2013 was $226 million.

Summary and Outlook

“First quarter 2013 results were in line with our expectations and demonstrated the benefits of our revenue diversification strategy and our success in gaining traction through our recognized domain expertise. We expect the shift in our business mix to continue in 2013, as commercial and non-U.S. markets become increasingly greater contributors to total performance,” Mr. Kesavan said.

“The company reaffirms its guidance for full year 2013 revenues of $935 million to $975 million, EBITDA margin of 9.5 percent to 10.5 percent, and earnings per diluted share of $2.00 to $2.10. Guidance is based upon approximately 20 million diluted weighted average number of shares outstanding and an effective tax rate of 39 percent. Operating cash flow for 2013 is estimated to exceed $70 million,” Mr. Kesavan concluded.

About ICF International

ICF International (NASDAQ:ICFI) partners with government and commercial clients to deliver professional services and technology solutions in the energy, environment, and infrastructure; health, social programs, and consumer/financial; and public safety and defense markets. The firm combines passion for its work with industry expertise and innovative analytics to produce compelling results throughout the entire program lifecycle, from research and analysis through implementation and improvement. Since 1969, ICF has been serving government at all levels, major corporations, and multilateral institutions. More than 4,500 employees serve these clients from more than 60 offices worldwide. ICF’s website is http://www.icfi.com.

Caution Concerning Forward-Looking Statements

Statements that are not historical facts and involve known and unknown risks and uncertainties are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Such

statements may concern our current expectations about our future results, plans, operations and prospects and involve certain risks, including those related to the government contracting industry generally; our particular business, including our dependence on contracts with U.S. federal government agencies; and our ability to acquire and successfully integrate businesses. These and other factors that could cause our actual results to differ from those indicated in forward-looking statements are included in the “Risk Factors” section of our securities filings with the Securities and Exchange Commission. The forward-looking statements included herein are only made as of the date hereof, and we specifically disclaim any obligation to update these statements in the future.

SOURCE: ICF International

Contacts:

Douglas Beck, ICF International, 1.703.934.3820

Lynn Morgen/Betsy Brod, MBS Value Partners, 1.212.750.5800

ICF International, Inc. and Subsidiaries

Consolidated Balance Sheets

(in thousands, except share amounts)

	March 31, 2013			December 31, 2012
	(Unaudited)
Current Assets:
Cash	$	4,465		$	14,725
Contract receivables, net		207,840			204,938
Prepaid expenses and other		6,653			7,608
Income tax receivable		4,299			11,231
Total current assets		223,257			238,502
Total property and equipment, net		28,516			28,860
Other assets:
Goodwill		410,482			410,583
Other intangible assets, net		18,622			21,016
Restricted cash		2,013			2,015
Other assets		9,608			8,745
Total Assets	$	692,498		$	709,721
Current Liabilities:
Accounts payable	$	43,806		$	44,665
Accrued salaries and benefits		36,924			42,264
Accrued expenses		28,025			31,779
Deferred revenue		22,471			22,333
Deferred income taxes		3,561			5,790
Total current liabilities		134,787			146,831
Long-term liabilities:
Long-term debt		86,711			105,000
Deferred rent		11,201			10,599
Deferred income taxes		10,890			9,081
Other		9,703			9,460
Total Liabilities		253,292			280,971
Commitments and Contingencies		—			—
Stockholders’ Equity:
Preferred stock, par value $.001 per share; 5,000,000 shares authorized; none issued		—			—
Common stock, $.001 par value; 70,000,000 shares authorized; 20,340,916 and 20,171,613 shares issued; and 19,665,328 and 19,559,409 shares outstanding as of March 31, 2013, and December 31, 2012, respectively		20			20
Additional paid-in capital		239,530			237,262
Retained earnings		216,689			206,577
Treasury stock		(15,547	)		(13,868	)
Accumulated other comprehensive loss		(1,486	)		(1,241	)
Total Stockholders’ Equity		439,206			428,750
Total Liabilities and Stockholders’ Equity	$	692,498		$	709,721

ICF International, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(in thousands, except per share amounts)

	Three months ended March 31,
	2013			2012
	(Unaudited)
Gross Revenue	$	233,921		$	227,641
Direct Costs		142,818			140,188
Operating costs and expenses:
Indirect and selling expenses		68,262			65,853
Depreciation and amortization		2,799			1,695
Amortization of intangible assets		2,393			3,531
Total operating costs and expenses		73,454			71,079
Operating Income		17,649			16,374
Interest expense		(768	)		(1,427	)
Other income (expense)		78			(51	)
Income before income taxes		16,959			14,896
Provision for income taxes		6,847			5,959
Net income	$	10,112		$	8,937
Earnings per Share:
Basic	$	0.52		$	0.45
Diluted	$	0.51		$	0.45
Weighted-average Shares:
Basic		19,543			19,769
Diluted		19,875			20,082
Other comprehensive income:
Foreign currency translation adjustments		(245	)		(389	)
Comprehensive income	$	9,867		$	8,548
Reconciliation of non-GAAP financial measures:
Reconciliation of Service Revenue
Revenue	$	233,921		$	227,641
Subcontractor and Other Direct Costs*		55,042			52,750
Service Revenue	$	178,879		$	174,891
Reconciliation of EBITDA
Operating Income	$	17,649		$	16,374
Depreciation and amortization		5,192			5,226
EBITDA		22,841			21,600
Acquisition-related expenses**		—			625
Adjusted EBITDA	$	22,841		$	22,225

* Subcontractor and Other Direct Costs exclude Direct Labor and Fringe.

** Acquisition-related expenses include expenses related to closed acquisitions.

ICF International, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)

	Three months ended March 31,
	2013			2012
	(Unaudited)
Cash flows from operating activities
Net income	$	10,112		$	8,937
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income taxes		(469	)		3,674
Loss on disposal of fixed assets		11			67
Non-cash equity compensation		2,001			1,772
Depreciation and amortization		5,192			5,226
Amortization of debt issue costs		119			120
Deferred rent		665			525
Changes in operating assets and liabilities, net of the effect of acquisitions:
Contract receivables, net		(2,752	)		(4,391	)
Prepaid expenses and other assets		(102	)		1,678
Accounts payable		(587	)		(798	)
Accrued salaries and benefits		(5,340	)		(5,313	)
Accrued expenses		(2,858	)		(1,315	)
Deferred revenue		138			(655	)
Income tax receivable and payable		6,932			419
Other liabilities		245			1,057
Net cash provided by operating activities		13,307			11,003
Cash flows from investing activities
Capital expenditures		(3,621	)		(5,626	)
Payments for business acquisitions, net of cash received		—			(8,556	)
Net cash used in investing activities		(3,621	)		(14,182	)
Cash flows from financing activities
Advances from working capital facilities		19,757			35,231
Payments on working capital facilities		(38,046	)		(28,085	)
Debt issue costs		—			(1,681	)
Proceeds from exercise of options		40			23
Tax benefits of stock option exercises and award vesting		197			486
Net payments for stockholder issuances and buybacks		(1,649	)		(790	)
Net cash provided by (used in) financing activities		(19,701	)		5,184
Effect of exchange rate on cash		(245	)		(389	)
Increase (decrease) in cash		(10,260	)		1,616
Cash, beginning of period		14,725			4,097
Cash, end of period	$	4,465		$	5,713
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest	$	754		$	830
Income taxes	$	120		$	1,468

ICF International, Inc. and Subsidiaries

Supplemental Schedule

Revenue by market	Three Months Ended March 31,
	2013			2012
Energy, environment, and infrastructure		40	%		40	%
Health, social programs, and consumer/financial		47	%		46	%
Public safety and defense		13	%		14	%
Total		100	%		100	%
Revenue by client	Three Months Ended March 31,
	2013			2012
U.S. federal government		59	%		62	%
U.S. state and local government		8	%		10	%
Non-U.S. Government		4	%		2	%
Government		71	%		74	%
Commercial		29	%		26	%
Total		100	%		100	%
Revenue by contract	Three Months Ended March 31,
	2013			2012
Time-and-materials		52	%		50	%
Fixed-price		30	%		29	%
Cost-based		18	%		21	%
Total		100	%		100	%