UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
Commission File Number: 001-33045
ICF International, Inc.
(Exact name of Registrant as Specified in its Charter)
Delaware
22-3661438
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
1902 Reston Metro Plaza, Reston, VA
20190
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (703) 934-3000
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
Common Stock
ICFI
The Nasdaq Global Select Market
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. ☒ Yes ☐ No
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). ☒ Yes ☐ No
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.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
As of July 31, 2026, there were 17,933,884 shares outstanding of the registrant’s common stock.
ICF INTERNATIONAL, INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q FOR THE
PERIOD ENDED JUNE 30, 2026
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
3
Item 1.
Financial Statements
Consolidated Balance Sheets at June 30, 2026 (Unaudited) and December 31, 2025
Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months and Six Months Ended June 30, 2026 and 2025
4
Consolidated Statements of Stockholders’ Equity (Unaudited) including the Three Months and Six Months Ended June 30, 2026 and 2025
5
Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2026 and 2025
6
Notes to Consolidated Financial Statements
7
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
19
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
26
Item 4.
Controls and Procedures
PART II. OTHER INFORMATION
27
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
28
Item 1. Financial Statements
ICF International, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
June 30, 2026
(in thousands, except share and per share amounts)
(Unaudited)
December 31, 2025
ASSETS
Cash and cash equivalents
$
4,618
5,297
Restricted cash
99,283
47,984
Accounts receivable, net
239,789
237,996
Contract assets
196,075
186,684
Prepaid expenses and other current assets
21,056
18,390
Income tax receivable
18,308
18,087
Total Current Assets
579,129
514,438
Property and Equipment, net
53,266
58,357
Goodwill
1,251,476
1,252,207
Other intangible assets, net
68,406
81,555
Operating lease - right-of-use assets
100,895
106,274
Other assets
44,992
37,340
Total Assets
2,098,164
2,050,171
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable
83,806
123,524
Contract liabilities
45,717
43,444
Lease liabilities - current
18,520
21,491
Accrued salaries and benefits
89,133
95,578
Accrued subcontractors and other direct costs
56,883
48,900
Accrued expenses and other current liabilities
123,935
71,340
Total Current Liabilities
417,994
404,277
Debt
406,228
401,355
Lease liabilities - non-current
140,002
148,493
Deferred income taxes
21,508
6,837
Other long-term liabilities
62,503
60,727
Total Liabilities
1,048,235
1,021,689
Commitments and Contingencies (Note 13)
Stockholders’ Equity:
Preferred stock, par value $.001; 5,000,000 shares authorized; none issued
—
Common stock, par value $.001; 70,000,000 shares authorized; 24,548,078 and 24,378,749 shares issued at June 30, 2026 and December 31, 2025, respectively; 17,933,884 and 18,247,837 shares outstanding at June 30, 2026 and December 31, 2025, respectively
24
Additional paid-in capital
476,942
465,779
Retained earnings
998,491
956,077
Treasury stock, 6,614,194 and 6,130,912 shares at June 30, 2026 and December 31, 2025, respectively
(412,709
)
(379,970
Accumulated other comprehensive loss
(12,819
(13,428
Total Stockholders’ Equity
1,049,929
1,028,482
Total Liabilities and Stockholders’ Equity
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
Three Months Ended
Six Months Ended
June 30,
(in thousands, except per share amounts)
2026
2025
Revenue
474,495
476,155
911,995
963,773
Direct Costs
297,856
298,425
568,493
600,967
Operating costs and expenses:
Indirect and selling expenses
123,328
123,017
242,155
254,908
Depreciation and amortization
13,424
14,702
26,604
29,497
Total operating costs and expenses
136,752
137,719
268,759
284,405
Operating income
39,887
40,011
74,743
78,401
Interest, net
(6,765
(8,422
(13,474
(15,759
Other expense
(342
(1,639
(1,099
(2,691
Income before income taxes
32,780
29,950
60,170
59,951
Provision for income taxes
5,832
6,289
12,700
9,439
Net income
26,948
23,661
47,470
50,512
Earnings per Share:
Basic
1.50
1.29
2.62
2.74
Diluted
1.49
1.28
2.61
2.72
Weighted-average Shares:
18,010
18,403
18,125
18,454
18,048
18,459
18,217
18,546
Cash dividends declared per common share
0.14
0.28
Other comprehensive income, net of tax
1,278
6,158
609
3,445
Comprehensive income, net of tax
28,226
29,819
48,079
53,957
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
AdditionalPaid-in
Retained
Treasury Stock
AccumulatedOtherComprehensive
(in thousands)
Shares
Amount
Capital
Earnings
Loss
Total
Balance at January 1, 2026
18,248
6,130
20,522
Other comprehensive loss
(669
Equity compensation
4,697
Issuance of shares pursuant to vesting of restricted stock units
134
Share repurchases
(265
266
(18,566
Dividends declared
(2,557
Balance at March 31, 2026
18,117
470,476
974,042
6,396
(398,536
(14,097
1,031,909
Other comprehensive income
4,310
Issuance of shares pursuant to employee stock purchase plan and vesting of restricted stock units
35
2,156
(218
218
(14,173
(2,499
Balance at June 30, 2026
17,934
6,614
Balance at January 1, 2025
18,666
443,463
874,772
5,520
(320,054
(15,746
982,459
26,851
(2,713
4,186
116
(356
356
(39,343
(2,572
Balance at March 31, 2025
18,426
447,649
899,051
5,876
(359,397
(18,459
968,868
4,252
Issuance of shares pursuant to employee stock purchase plan and vesting of restricted stock units restricted stock units
34
2,524
(31
31
(2,494
(2,577
Balance at June 30, 2025
18,429
454,425
920,135
5,907
(361,891
(12,301
1,000,392
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash Flows from Operating Activities
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for (recovery of) credit losses
534
(505
Deferred income taxes and unrecognized income tax benefits
13,827
(14,084
Non-cash equity compensation
9,007
8,438
Other operating adjustments, net
1,523
3,604
Changes in operating assets and liabilities, net of the effects of acquisitions:
Net contract assets and liabilities
(8,382
(43,619
Accounts receivable
(2,692
47,300
(1,964
(2,226
Operating lease assets and liabilities, net
(4,668
(3,556
(39,476
(36,534
(6,285
(16,256
8,511
(2,502
51,128
1,675
Income tax receivable and payable
(246
(1,749
Other liabilities
1,684
(1,072
Net Cash Provided by Operating Activities
96,575
18,923
Cash Flows from Investing Activities
Payments for purchase of property and equipment and capitalized software
(8,519
(9,202
Other investing, net
403
Net Cash Used in Investing Activities
(8,799
Cash Flows from Financing Activities
Advances from Credit Facility
960,784
755,651
Payments on Credit Facility
(955,871
(705,626
Other short-term borrowings, net
1,520
(7,760
Dividends paid
(5,099
(5,199
Stock repurchases
(32,739
(41,837
Issuance of common stock under employee stock purchase plan
Payments of debt issuance costs
(4,463
Repayment of finance lease obligations
(1,342
(1,297
Net Cash Used in Financing Activities
(35,054
(3,544
Effect of Exchange Rate Changes on Cash, Cash Equivalents, and Restricted Cash
(339
1,491
Net Change in Cash, Cash Equivalents, and Restricted Cash
52,663
8,071
Cash, Cash Equivalents, and Restricted Cash, Beginning of Period
56,324
18,817
Cash, Cash Equivalents, and Restricted Cash, End of Period
108,987
26,888
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for:
Interest
12,205
14,904
Net income tax (refunds) payments
(385
25,837
(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.
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 as a single operating segment and reporting unit. Operating results for the three-month and the six-month periods ended June 30, 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.
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 June 30, 2026 and 2025 to cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows for the six months ended June 30, 2026 and 2025:
June 30, 2025
6,981
Restricted cash (1)
104,369
19,907
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 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:
Billed and billable (1)
243,462
241,129
Allowance for expected credit losses
(3,673
(3,133
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. The following is a reconciliation of billed accounts receivable sold to MUFG:
As of and for the Six Months Ended
Beginning balance, billed accounts receivable sold and not yet collected
38,206
25,966
Billed accounts receivable sold (1)
243,081
239,547
Collections from customers (1)
(252,231
(241,140
Ending balance, billed accounts receivable sold and not yet collected
29,056
24,373
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:
Beginning balance, cash collected but not yet remitted to MUFG
3,840
23,339
252,231
241,140
Remittances to MUFG (1)
(247,410
(242,108
Ending balance, cash collected but not yet remitted to MUFG
8,661
22,371
The aggregate impact of the sale of billed accounts receivable on the Company’s operating cash flows was net outflows of $4.4 million and $2.6 million for the six months ended June 30, 2026 and 2025, respectively.
At June 30, 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 $4.9 million and $3.4 million, respectively. These amounts are included as part of “Accrued expenses and other current liabilities” on the Company’s consolidated balance sheets, and included within cash flows from financing activities on the Company’s consolidated statements of cash flows.
NOTE 4 – LEASES
At June 30, 2026, the Company had operating and finance leases for facilities and equipment with remaining duration ranging from 1 to 12 years. Future minimum lease payments under non-cancellable operating and finance leases as of June 30, 2026 were as follows:
Operating
Finance
June 30, 2027
20,409
3,041
June 30, 2028
17,859
3,022
June 30, 2029
15,088
2,967
June 30, 2030
13,481
1,483
June 30, 2031
13,553
Thereafter
98,459
Total future minimum lease payments
178,849
10,513
Less: Interest
(30,247
(593
Total lease liabilities
148,602
9,920
Operating lease liabilities
Finance lease liabilities
158,522
NOTE 5 – LONG-TERM DEBT
On April 10, 2026, the Company completed the refinancing of its previous credit agreement, dated May 6, 2022 (the “Previous Credit Agreement”) by entering into a new Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement” or the “Credit Facility”) 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 (“Loan Syndicate”).
9
The Amended and Restated Credit Agreement: (a) maintains a $600 million revolving credit facility (together and inclusive of a $75 million swing line sublimit and $100 million sublimit for letters of credit); (b) increases the existing term loan facility from $300 million to $450 million; (c) maintains a delayed draw term loan facility of $400 million; (d) increases the existing incremental credit facility from an aggregate principal amount of not more than $300 million, to an aggregate principal amount not to exceed the greater of (i) $300 million and (ii) 100% of Consolidated EBITDA, plus the amounts of voluntary prepayments of Term Loans and Delayed Draw Term Loans; (e) allows the Company the option to borrow at interest rates based on a base rate or a Secured Overnight Financing Rate (SOFR) plus a contractually defined margin based on the Company’s consolidated net leverage ratio; (f) amends the definition of “Consolidated Indebtedness” to net Unrestricted Cash and replaces the existing maximum Consolidated Leverage Ratio covenant with a maximum Consolidated Net Leverage Ratio covenant, which is maintained at a maximum of 4.50 to 1.00 (with temporary increases to 5.00 to 1.00 for the three fiscal quarters following a “Material Permitted Acquisition”); (g) extends the maturity date until April 10, 2031; and (h) modifies certain definitions and covenants.
At June 30, 2026 and December 31, 2025, long-term debt consisted of:
AverageInterest Rate
OutstandingBalance
Term Loan
395,625
200,250
Delayed-Draw Term Loan
154,000
Revolving Credit
12,022
48,484
5.0%
407,647
5.6%
402,734
Unamortized debt issuance costs
(1,419
(1,379
The weighted-average interest rate on borrowings was 5.0% and 5.7% for the six months ended June 30, 2026 and 2025, respectively, and 5.6% for the twelve months ended December 31, 2025. Inclusive of the impact of floating-to-fixed interest rate swaps (see “Note 7 – Derivative Instruments and Hedging Activities”), the weighted-average interest rate was 5.0% and 5.4% for the six months ended June 30, 2026 and 2025, respectively, and 5.4% for the twelve months ended December 31, 2025.
As of June 30, 2026, the Company had a total borrowing capacity of $986.4 million, inclusive of $586.4 million under the revolving line of credit and $400.0 million of the unused delayed draw term loan facility.
The Loan Syndicate of the amended Credit Facility includes a combination of continuing and new financial institutions. The borrowing and repayments against the amended Credit Facility are presented in the statement of cash flows on a constructive basis, as if each borrowing in the previous syndicate was extinguished, and each financial institution in the Loan Syndicate is providing new borrowings.
Contractual Repayments
Future contractual repayments of debt principal are as follows:
Payments due by
7,500
25,313
April 10, 2031 (maturity)
362,812
374,834
10
Debt Issuance Costs
The Company’s debt issuance costs, which represent fees and other direct incremental costs incurred in connection with the Company’s long-term debt, have been deferred and are amortized over the term of indebtedness. As of June 30, 2026 and December 31, 2025, the balance of debt issuance costs and their location on the consolidated balance sheets are as follows:
Deferred financing costs
5,205
6,519
Accumulated amortization
(184
(5,140
5,021
1,379
3,602
1,419
Amortization of debt issuance costs for the three months ended June 30, 2026 and 2025 totaled $0.5 million and $0.3 million, respectively, and for the six months ended June 30, 2026 and 2025 totaled $0.8 million and $0.6 million, respectively. The amortization is included as part of “Interest, net,” on the Company’s consolidated statements of comprehensive income.
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 June 30,
Six Months Ended June 30,
Dollars
Percent
Client Market:
Energy, environment, infrastructure, and disaster recovery
251,112
53
%
248,504
52
483,031
487,034
51
Health and social programs
158,719
33
158,625
301,319
328,059
Security and other civilian & commercial
64,664
14
69,026
15
127,645
148,680
100
Client Type:
U.S. federal government
184,913
39
204,389
43
367,356
40
443,551
46
U.S. state and local government
84,049
18
85,682
161,097
162,793
17
International government
39,521
29,259
71,347
56,348
Total Government
308,483
65
319,330
67
599,800
66
662,692
69
Commercial
166,012
156,825
312,195
301,081
11
Contract Mix:
Time-and-materials
202,311
206,710
394,296
415,702
Fixed-price
245,423
238,456
50
459,168
476,577
Cost-based
26,761
30,989
58,531
71,494
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 June 30, 2026 and December 31, 2025:
Financial Statement Classification
$ Change
9,391
Contract liabilities - current
(45,717
(43,444
(2,273
Contract liabilities - non-current
(5,086
(3,043
(2,043
Net contract assets (liabilities)
145,272
140,197
5,075
The increase in net contract assets (liabilities) is primarily due to the timing difference between the performance of services and billings to customers. During the six months ended June 30, 2026 and 2025, the Company recognized $24.5 million and $17.5 million in revenue related to the contract liabilities balance at December 31, 2025 and 2024, respectively.
Changes in Estimates on Contracts
The Company recognized net income of $4.1 million and $5.3 million during the three months ended June 30, 2026 and 2025, respectively, and $4.3 million and $11.6 million during the six months ended June 30, 2026 and 2025, respectively, as a result of net changes in estimates related to fixed-price contracts accounted for under the percentage-of-completion method. The impact of the changes on the Company’s diluted earnings per share was $0.23 and $0.29 for the three months ended June 30, 2026 and 2025, respectively, and $0.24 and $0.63 for the six months ended June 30, 2026 and 2025, respectively.
Revenue Adjustments from Previously Satisfied Performance Obligations
The Company recognized $11.2 million, and $1.5 million, respectively, of revenue from previously satisfied performance obligations during the three months ended June 30, 2026 and 2025, and $12.4 million and $5.0 million during the six months ended June 30, 2026 and 2025, respectively. The adjustments were primarily due to changes in transaction price from contract modifications and final award performance determinations.
Unfulfilled Performance Obligations
In computing unfulfilled performance obligations (“UPO”), the Company excludes contracts with a stated term of one year or less (practical expedient), and contracts with the U.S. federal government. As of June 30, 2026, the UPO was $0.2 billion, of which 46% is expected to be recognized as revenue by December 31, 2026, 65% by December 31, 2027, 90% by December 31, 2028, and the remainder by December 31, 2029.
NOTE 7 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
At June 30, 2026, the Company had floating-to-fixed interest rate swap agreements (the “Swaps”) for an aggregate notional amount of $175.0 million, of which $50.0 million will mature on February 28, 2030, $25.0 million will mature on June 26, 2030, and $100.0 million will mature on July 31, 2030. The Company has designated the Swaps as cash flow hedges. See “Note 5 – Long-Term Debt” for details on the impact of the Swaps on the Company’s interest rates, and “Note 12 – Fair Value” for the fair value of these Swaps.
12
NOTE 8 – INCOME TAXES
The Company’s effective tax rate (the “ETR”) was 17.8% and 21.0% for the three months ended June 30, 2026 and 2025, respectively, and 21.1% and 15.7% for the six months ended June 30, 2026 and 2025, respectively. The ETR for the three and six months ended June 30, 2026 were lower than the combined federal and state statutory tax rate primarily due to research tax credits and state tax planning strategies implemented that were, in part, offset by additional tax provisions attributable to equity-based compensation and valuation allowance on excess foreign tax credits. The ETR for the three and six months ended June 30, 2025 were lower than the combined statutory tax rate primarily due to research tax credits offset, in part, by valuation allowances on equity-based compensation assets and excess foreign tax credits.
13
NOTE 9 – STOCKHOLDERS’ EQUITY
Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss as of June 30, 2026 and 2025 included the following:
Three Months Ended June 30, 2026
ForeignCurrencyTranslationAdjustments
Change inFair Value ofInterest RateHedgeAgreements
Accumulated other comprehensive (loss) income at March 31, 2026
(13,392
(705
Current period other comprehensive (loss) income:
Other comprehensive (loss) income before reclassifications
(359
1,987
1,628
Amounts reclassified from accumulated other comprehensive (loss) income (1)
55
Effect of taxes
(405
Total current period other comprehensive (loss) income
1,637
Accumulated other comprehensive (loss) income at June 30, 2026
(13,751
932
Three Months Ended June 30, 2025
Accumulated other comprehensive (loss) income at March 31, 2025
(17,204
(1,255
6,818
(836
5,982
Amounts reclassified from accumulated other comprehensive (loss) income
(189
365
(660
Accumulated other comprehensive (loss) income at June 30, 2025
(10,386
(1,915
Six Months Ended June 30, 2026
Accumulated other comprehensive (loss) income at December 31, 2025
(11,689
(1,739
(2,062
3,227
1,165
196
(752
2,671
Six Months Ended June 30, 2025
Accumulated other comprehensive (loss) income at December 31, 2024
(16,383
637
10,091
(2,690
7,401
(4,094
(880
(4,974
1,018
5,997
(2,552
Share Repurchases
The Company repurchases shares under a share repurchase program authorized by its board of directors. In addition, the Company repurchases shares in connection with the vesting of restricted stock units (“RSUs”) and performance share awards (“PSAs”) granted to employees.
Repurchases for the three and six months ended June 30, 2026 and 2025 are as follows:
Amount Paid
Share Repurchase Program
217,542
14,136
31,339
2,491
Vesting of RSUs and PSAs
558
37
218,100
14,173
31,373
2,494
435,055
29,178
344,387
37,543
48,227
3,561
42,844
4,294
483,282
32,739
387,231
41,837
NOTE 10 – STOCK-BASED COMPENSATION
The Company granted stock awards in the form of RSUs, cash-settled RSUs, and performance shares to employees and non-employee directors under the 2018 Amended and Restated Omnibus Plan (the “2018 A&R Omnibus Plan”). On June 2, 2026, the Company’s stockholders approved the 2026 Omnibus Incentive Plan (the “2026 Omnibus Plan”) that replaced the 2018 A&R Omnibus Plan. As of June 30, 2026, 473,743 shares previously awarded under the 2018 A&R Omnibus Plan remained outstanding.
The 2026 Omnibus Plan allows the Company to grant up to 1,321,000 total shares of common stock to officers, key employees, and non-employee directors. As of June 30, 2026, the Company had 1,319,931 shares available for grant under the 2026 Omnibus Plan.
The following awards were granted during the three and six months ended June 30, 2026 and 2025:
Awards Granted
Average Grant Date Fair Value
Employee Stock Awards - RSUs
1,069
64.36
84.46
133,060
142,855
65.88
84.83
Employee Stock Awards - PSAs
70,836
75,313
66.40
76.42
Cash-Settled RSUs
1,355
343
69,968
73,421
65.86
Non-Employee Director Stock Awards - RSUs
444
84.40
2,424
921
273,864
292,033
The total stock-based compensation expense was $5.5 million and $5.8 million for the three months ended June 30, 2026 and 2025, respectively, and $10.9 million and $9.8 million for the six months ended June 30, 2026 and 2025, respectively. The unrecognized compensation expense at June 30, 2026 was $31.9 million, which is expected to vest over the next 1.9 years.
NOTE 11 – EARNINGS PER SHARE
Earnings per share (“EPS”), including the dilutive effect of stock awards for each period reported is summarized below:
(in thousands, except per share data)
Net Income
Weighted-average number of basic shares outstanding during the period
Dilutive effect of stock awards
38
56
92
Weighted-average number of diluted shares outstanding during the period
Basic EPS
Diluted EPS
The following weighted-average stock awards were excluded from the calculation of weighted-average diluted share computations because they were anti-dilutive:
Anti-Dilutive Shares
Restricted Stock Units
143,632
70,085
2,223
70,282
16
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:
Level 1
Level 2
Level 3
Location on Balance Sheet
Assets:
Interest rate swaps - current portion
338
Prepaid expenses and other assets
Interest rate swaps - long-term portion
354
Company-owned life insurance policies
28,512
Liabilities:
25
2,081
26,373
615
2,060
4,311
NOTE 13 – COMMITMENTS AND CONTINGENCIES
Letters of Credit and Guarantees
The Company had open standby letters of credit totaling $1.7 million at June 30, 2026 and $1.6 million at December 31, 2025. Open standby letters of credit issued by certain lenders totaling $1.6 million at both June 30, 2026 and December 31, 2025, respectively, reduce the Company’s borrowing capacity under the Previous Credit Agreement and the Amended and Restated Credit Agreement.
At June 30, 2026 and December 31, 2025, the Company had $4.4 million and $7.0 million, respectively, of bank guarantees for facility leases and contract performance obligations.
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 single reportable and operating segment because the Chief Operating Decision Maker (the “CODM”), which is the Chief Executive Officer, 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.
The CODM assesses performance of the segment based on consolidated net income that is reported on the Company’s consolidated statements of comprehensive income. The CODM uses consolidated net income to evaluate the Company’s performance against budgets and decide whether to use the profits to invest in the business, paydown debt, repurchase stock, pay dividends, or fund acquisitions. Asset information provided to the CODM is not used for the purpose of making decisions and assessing performance of the Company.
The segment revenue, significant segment expenses, and segment profit are as follows:
Significant segment expenses:
Direct labor and related fringe benefit costs
176,491
186,140
344,474
378,070
Subcontractors and other direct costs
121,365
112,285
224,019
222,897
5,815
5,475
11,386
10,793
Amortization of intangible assets acquired in business combinations
7,609
9,227
15,218
18,704
Interest expense
6,926
8,498
13,732
15,921
Other segment expense (1)
181
1,563
841
2,529
NOTE 15 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
At June 30, 2026 and December 31, 2025, accrued expenses and other current liabilities consisted of the following:
Client advances and restricted funds
97,451
47,245
Cash collected not yet remitted to purchaser of billed receivables
13,544
7,189
Other accrued expenses and current liabilities
12,940
16,906
Total accrued expenses and other current liabilities
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, particularly as a result of increasing energy demand from data centers, cryptocurrency operations, and electrification of buildings and vehicles; 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 recovery efforts. We believe our prior and current experience with disaster relief and rebuild efforts, including after hurricanes (Katrina, Rita, 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.
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
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 June 30, 2026 Compared to Three Months Ended June 30, 2025
Percentages of Revenue
Year-to-Year Change
(dollars in thousands)
100.0
(1,660
(0.3
%)
Direct Costs:
37.2
39.1
(9,649
(5.2
Subcontractor and other direct costs
25.6
23.6
9,080
8.1
Total Direct Costs
62.8
62.7
(569
(0.2
Operating Costs and Expenses:
26.0
25.8
311
0.3
Depreciation and Amortization:
1.2
1.1
340
6.2
1.6
1.9
(1,618
(17.5
Total Depreciation and Amortization
2.8
3.0
(1,278
(8.7
Total Operating Costs and Expenses
28.8
(967
(0.7
Operating Income
8.4
8.5
(124
(1.4
(1.8
1,657
(19.7
(0.1
1,297
(79.1
Income before Income Taxes
6.9
6.4
2,830
9.4
Provision for Income Taxes
1.3
(457
(7.3
5.7
5.1
3,287
13.9
20
Revenue. Revenue for the three months ended June 30, 2026 was $474.5 million, which was comparable to the same period in 2025. The following were changes in revenue from our various client markets:
Revenue for the three months ended June 30, 2026 includes subcontractor and other direct costs, which increased $9.1 million, or 8.1%, compared to 2025 and totaled $121.4 million and $112.3 million for the three months ended June 30, 2026 and 2025, respectively, and the margin on such costs.
Direct Costs. For the three months ended June 30, 2026 and 2025, direct costs totaled $297.9 million which was comparable to the same period in 2025. As a percentage of direct costs, direct labor and related fringe benefit costs were 59.3% and 62.4%, respectively, and subcontractor and other direct costs as a percentage of direct costs were 40.7% and 37.6%, respectively. As a percentage of revenue, direct labor and related fringe benefit costs were 37.2% and 39.1%, respectively, and subcontractor and other direct costs were 25.6% and 23.6%, respectively, for the three months ended June 30, 2026 and 2025.
Indirect and selling expenses. Indirect and selling expenses for the three months ended June 30, 2026 totaled $123.3 million which was comparable to the same period in 2025. As a percentage of indirect and selling expenses, indirect labor and related fringe benefit costs were consistent at 75.2% and 74.7% for the three months ended June 30, 2026 and 2025, respectively, and general and administrative costs as a percentage of indirect and selling expenses were also consistent at 24.8% and 25.3% for the three months ended June 30, 2026 and 2025, respectively.
Depreciation and amortization. Depreciation and amortization for the three months ended June 30, 2026 was $5.8 million which was comparable to $5.5 million for the three months ended June 30, 2025.
The decrease of $1.6 million in amortization of intangible assets acquired in business combinations from $9.2 million for the three months ended June 30, 2025 to $7.6 million for the three months ended June 30, 2026 was primarily due to certain intangible assets previously acquired becoming fully amortized.
Interest, net. The decrease of $1.7 million in interest, net, was primarily due to lower average debt balance of $459.8 million for the three months ended June 30, 2026 compared to $542.2 million for the same period in 2025. Interest from debt facilities was $5.7 million for the three months ended June 30, 2026, compared to $7.8 million for the three months ended June 30, 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 June 30, 2026 compared to a reduction of $0.2 million for the same period in 2025. The average interest rate for our debt facilities was 4.9% for the three months ended June 30, 2026 compared to 5.7% for the same period in 2025. Inclusive of the impact of the swap agreements, our interest rate was 5.0% for the three months ended June 30, 2026 compared to 5.6% for the same period in 2025.
Other expense. The change in other expense for the three months ended June 30, 2026 as compared to 2025 was primarily due to foreign currency expense in 2026 of $0.3 million compared to $1.6 million in 2025.
Provision for Income Taxes. Our effective income tax rate for the three months ended June 30, 2026 and 2025 was 17.8% and 21.0%, respectively. The difference was primarily due to implementation of state tax planning strategies partially offset by valuation allowances on equity-based compensation assets and excess foreign tax credits.
21
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
(51,778
(5.4
37.8
39.2
(33,596
(8.9
24.6
23.1
1,122
0.5
62.3
62.4
(32,474
26.6
26.4
(12,753
(5.0
593
5.5
1.7
(3,486
(18.6
2.9
(2,893
(9.8
29.5
29.4
(15,646
(5.5
8.2
(3,658
(4.7
(1.6
2,285
(14.5
1,592
(59.2
6.7
6.3
219
0.4
1.4
1.0
3,261
34.5
5.3
(3,042
(6.0
Revenue. The decrease in revenue of $51.8 million was driven by a reduction of $76.2 million and $1.7 million from our U.S. federal government clients, primarily as a result of terminated contracts in the first six months of 2025 due to the Administration’s changing priorities and the actions recommended by the Department of Government Efficiency as well as the disruption of the typical U.S. federal government procurement cycle, and U.S. state and local government clients, respectively. This decline was offset by increases of $15.0 million and $11.1 million from our international government and commercial clients, respectively. The following were changes in revenue from our various client markets:
Revenue for the six months ended June 30, 2026 includes subcontractor and other direct costs, which increased $1.1 million, or 0.5%, and totaled $224.0 million and $222.9 million for the six months ended June 30, 2026 and 2025, respectively, and the margin on such costs.
22
Direct Costs. The decrease of $32.5 million in direct costs was primarily a result of terminated U.S. federal government contracts during the first six months of 2025. For the six months ended June 30, 2026 and 2025, direct labor and related fringe benefit costs as a percentage of direct costs were 60.6% and 62.9%, respectively, and subcontractor and other direct costs as a percentage of direct costs were 39.4% and 37.1%, respectively. As a percentage of revenue, direct labor and related fringe benefit costs were 37.8% and 39.2%, respectively, and subcontractor and other direct costs were 24.6% and 23.1%, respectively, for the six months ended June 30, 2026 and 2025. Total direct costs as a percentage of revenue were 62.3% for the six months ended June 30, 2026, compared to 62.4% for the six months ended June 30, 2025.
Indirect and selling expenses. For the six months ended June 30, 2026, our indirect and selling expenses decreased by $12.8 million, or 5.0%, compared to the prior year, as a result of a decrease of $9.7 million and $3.1 million in indirect labor and related fringe benefit costs and general and administrative costs, respectively. The decreases were primarily from our efforts to align indirect and selling expenses to support our ongoing operations. As a percentage of revenue, indirect and selling expenses were 26.6% and 26.4% for the six months ended June 30, 2026 and 2025, respectively.
Depreciation and amortization. Depreciation and amortization for the six months ended June 30, 2026 was $11.4 million which is comparable to depreciation and amortization of $10.8 million for the six months ended June 30, 2025.
The decrease in amortization of intangible assets acquired in business combinations was primarily due to certain intangible assets previously acquired becoming fully amortized.
Interest, net. The decrease of $2.3 million in interest, net, was primarily due to lower average debt balance of $456.7 million for the six months ended June 30, 2026 compared to $528.3 million for the same period in 2025. Interest from debt facilities was $11.4 million for the six months ended June 30, 2026, compared to $15.1 million for the six months ended June 30, 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 six months ended June 30, 2026 compared to a reduction of $0.9 million for the same period in 2025. The average interest rate for our debt facilities was 5.0% for the six months ended June 30, 2026 compared to 5.7% for the same period in 2025. Inclusive of the impact of the swap agreements, our interest rate was 5.0% for the six months ended June 30, 2026 compared to 5.4% for the same period in 2025.
Other expense. The change in other expense for the six months ended June 30, 2026 as compared to 2025 was primarily due to lower foreign currency expense in 2026 of $0.5 million compared to $2.5 million in 2025, offset by higher losses from disposal of assets of $0.6 million in 2026 compared to $0.1 million in 2025.
Provision for Income Taxes. Our effective income tax rate for the six months ended June 30, 2026 and 2025 was 21.1% and 15.7%, respectively. The difference was primarily due to additional tax provision attributable to equity-based compensation and valuation allowances on equity-based compensation assets and excess foreign tax credits in 2026 compared with tax impact of implementation of the IRC Section 987 regulations and greater research tax credits in the first quarter of 2025.
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.
23
The following table presents a reconciliation of net income to EBITDA and Adjusted EBITDA for the periods indicated.
6,765
8,422
13,474
15,759
EBITDA
52,969
53,074
100,248
105,207
Acquisition and divestiture-related expenses (1)
45
195
694
454
Severance and other costs related to staff realignment (2)
359
2,550
Charges and adjustments related to facility consolidations and office closures (3)
(394
972
(138
Total Adjustments
404
(199
2,025
2,866
Adjusted EBITDA
53,373
52,875
102,273
108,073
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 the specific 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.
U.S. GAAP Diluted EPS
Acquisition and divestiture-related expenses
0.04
0.01
Severance and other costs related to staff realignment
0.02
Charges and adjustments related to facility consolidations and office closures
(0.02
0.06
(0.01
Amortization of intangible assets acquired in business combinations (1)
0.42
0.50
0.84
1.01
Income tax effects of the adjustments (2)
(0.07
(0.10
(0.21
(0.26
Non-GAAP Diluted EPS
1.86
1.66
3.36
3.61
LIQUIDITY AND CAPITAL RESOURCES
Material Cash Requirements from Contractual Obligations. Contractual obligations requiring material cash outflows primarily consist of payments related to operating and finance leases for facilities and equipment, as well as scheduled principal and interest payments under our Credit Facility. See “Note 4 – Leases” and “Note 5 – Long-Term Debt,” respectively, in the “Notes to Consolidated Financial Statements” in this Quarterly Report for additional details.
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 5 – Long-Term Debt” in the “Notes to Consolidated Financial Statements” in this Quarterly Report for additional details). As of June 30, 2026, we remained in compliance with these covenants, and we had $586.4 million of unused borrowing capacity under the $600.0 million revolving line of credit and $400.0 million of unused delayed draw term loan facilities under the Credit Facility available to fund our ongoing operations, future acquisitions, dividend payments, and share repurchase program.
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 debt under the 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 June 30, 2026, the percentage of our fixed-rate debt to total debt from the Credit Facility was 43%.
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 six months ended June 30, 2026 were $5.1 million.
Cash dividends declared thus far in 2026 are as follows:
Dividend Declaration Date
Dividend Per Share
Record Date
Payment Date
February 26, 2026
March 27, 2026
April 14, 2026
May 7, 2026
June 5, 2026
July 10, 2026
August 6, 2026
September 4, 2026
October 9, 2026
Cash Flow. The following table sets forth our sources and uses of cash for the six months ended June 30, 2026 and 2025:
Net cash provided by our operations during the six months ended June 30, 2026 increased by $77.7 million compared to the same period in 2025 primarily due to lower taxes and interest payments and timing of cash advances related to certain energy incentive programs.
Cash used in investing activities for the six months ended June 30, 2026 decreased by $0.3 million compared to the same period in 2025 due to reduced purchases of equipment.
Cash used in financing activities for the six months ended June 30, 2026 was higher than the same period in 2025 by $31.5 million primarily due to lower net borrowings and payment of costs related to the refinancing of our Credit Facility, 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 June 30, 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.
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. During the quarter ended June 30, 2026, our Board of Directors (the “Board”) approved an increase of $100.0 million to the existing share repurchase program, increasing the aggregate authorization under the program from $300 million to $400 million.
During the three months ended June 30, 2026, we repurchased 217,542 shares under our share repurchase program at an aggregate price of $14.1 million. As of June 30, 2026, $164.8 million of repurchase authority remained available for future approved share repurchases.
The timing and extent of our share repurchases will depend upon the approval by our Board, market conditions, and other corporate considerations. Repurchases are funded from our existing cash balances and/or borrowings, and repurchased shares are held as treasury stock.
Repurchases of Equity Securities. The following table summarizes the share repurchase activity for the three months ended June 30, 2026, including shares purchased in satisfaction of employee tax withholding obligations related to the settlement of restricted stock units.
Period
Total Numberof SharesPurchased (1)
Average PricePaid perShare
Total Number ofShares Purchased asPart of PubliclyAnnounced Plans orPrograms
ApproximateDollar Value ofShares that MayYet Be PurchasedUnder the Plansor Programs (2)
April 1 - April 30
13,911
64.96
13,392
78,049,488
May 1 - May 31
189,489
64.77
189,450
65,775,052
June 1 - June 30
14,700
67.77
164,778,539
64.99
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6. Exhibits
Exhibit
Number
10.1
Amended and Restated Credit Agreement, dated April 10, 2026 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed April 16, 2026).
10.2
ICF International, Inc. 2026 Omnibus Incentive Plan (incorporated by reference to Exhibit A of the Registrant’s Proxy Statement on Schedule 14A, filed with the SEC on April 22, 2026, relating to the Registrant’s Annual Meeting of Stockholders held on June 2, 2026).
31.1
Certificate of the Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a). *
31.2
Certificate of the Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a). *
32.1
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
32.2
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
101
The following materials from the ICF International, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements.*
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
* Submitted electronically herewith.
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.
ICF INTERNATIONAL, INC.
By:
/s/ John Wasson
John Wasson
Chair and Chief Executive Officer
(Principal Executive Officer)
/s/ James Morgan
James Morgan
Chief Operating and Financial Officer
(Principal Financial Officer)
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