ICF International, Inc.

Welcome to the third quarter 2025 ICF earnings conference call. My name is Lauren Cannon, and I will be your operator for today's call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you will need to press star 1 1 on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star 1 1 again. Please be advised that today's conference is being recorded. I will now turn the call over to Lynn Morgan of Advisory Partners. Lynn, you may begin.

Thank you, operator. Good afternoon, everyone, and thank you for joining us to review ICF's third quarter 2025 performance. With us today from ICF are John Wesson, Chair and CEO, and Barry Broadus, CFO. Joining them is James Morgan, Chief Operating During this conference call, we will make forward-looking statements to assist you in understanding ICF management's expectations at our future performance. These statements are subject to a number of risks that could cause actual events and results to differ materially, and I refer you to our October 30, 2025 press release and our SEC filings for discussions of those risks. Our statements during this call are based on our reviews as of today. We anticipate that future development will cause our views to change. Please consider the information presented in that light. We may at some point elect to update the board with these statements made today, but specifically disclaim any obligation to do so. I will now turn over the call to ICF CEO John Wasson to discuss third quarter 2025 improvements. John?

Thank you, Lynn, and thank you all for joining us to review our third quarter 2025 results and discuss our business outlook. This was another quarter of resilient performance for ICF, demonstrating the importance of our diversified business model, our agility in managing costs within the dynamic business environment, and the strength of our business development activities. Key takeaways from our third quarter results are, first, the continuing shift in our business mix, with revenues from commercial clients, state and local, and international government clients increasing by 13.8%, and accounting for 57% of the quarter's revenues, up from 46% at the same time last year. Second, the continued robust performance in commercial energy, where revenues increased 24%, reflecting the sustained strong demand for ICF's advisory and implementation services, Third is the strong growth in our higher margin commercial revenues, which together with our careful cost management resulted in a 10 basis point improvement and adjusted EBITDA margin in line with our plan to maintain margins despite reduced revenue. And lastly, the value of our contract awards, which surpassed year-ago levels, resulted in a book-to-bill ratio of 1.53 for the third quarter. Our year-to-date contract awards of $1.8 billion together with our $8.4 billion pipeline, supports our outlook for a return to growth in 2026. We had expected third quarter revenues to be approximately $15 million higher than reported. The series was primarily due to delays in the ramp-up of our recently won international government contracts, although that situation is getting progressively better. And another factor was the slowdown in federal government procurement and project activities particularly in our programmatic public health and human services areas in the latter half of Q3 leading up to the government shutdown. With the federal government on everyone's mind, I will begin my business review with our results in that area and how the government shutdown has affected ICF to date. In the third quarter, our federal government revenues declined 3% sequentially, representing a 29.8% decline from last year's third quarter. The dollar amount of our total 2025 federal revenues impacted by contract cancellations did not change in Q3, as we have not experienced any material new cancellations since our last report on July 31st. However, expectations for Q3 federal revenues, as I just mentioned, were affected by the slower pace of program and procurement activity this quarter as things slowed down considerably in advance of the shutdown. There are several good news items to report in our federal government work from Q3. Approximately one half of our third quarter contract awards represented work for federal government clients, and about one half of these wins represented new business, including broadening of scope on current contracts. This new award activity, combined with our high re-compete win rates, is a good indication of how well ICS capabilities are aligned with the needs of our federal agency clients. In particular, you can see from today's release that we are winning both our re-competes and new work in IT modernization. Our differentiated approach to building agile, flexible, and lean engineering and product teams is allowing us to deliver value quicker and more efficiently than competitors. Approximately 80% of the work we currently perform in this area is in agile scrums and sprints, and more than half is under fixed price for outcome-based contracts, which is aligned with the shift in federal contract procurement parameters. And we're also seeing growing client interest in ICFathom, a new suite of tailored artificial intelligence solutions and services designed specifically for federal agencies. This is a production-ready solution that can integrate seamlessly into existing systems at scale to unlock the full potential of AI to support mission outcomes. We have won a few initial contracts and have seen very positive response to this launch from several of our federal agency clients interested in areas such as citizen engagement, technical assistance, program evaluation, and policy modeling. Now to the financial impact of the government shutdown. In the month of October, we estimate that ICS revenue will be reduced by approximately $8 million and gross profit by approximately $2.5 million. as a result of the current government shutdown. Our IT modernization practice has seen relatively few stop work orders. The majority of stop work orders have been related to our public health and human services work. Also, proposal activities have continued in IT modernization, although there has been some slowdown. All in all, the impact on ICF to date has been painful but manageable, and we view this as a temporary situation. While we have taken steps to reduce costs associated with work that has been curtailed, we're currently planning to retain key staff, which will position us to quickly recoup the majority of these revenues in future periods. You will see that we filed an AK this afternoon, noting that our named executive officers will take a 20% salary reduction for the length of the shutdown in consideration of the impact of the shutdown and in support of our employees and clients. Now we'll move on to our non-federal government work, which accounted for 57% of our third quarter revenues, and it's making a positive difference for us as we navigate dynamic market conditions in the federal space. Revenues from our commercial, state, and local and international government clients increased 13.8% year-on-year in the third quarter, led by a 24% increase in revenues from commercial energy clients. Our consolidated third quarter margins benefited from the increased contributions from our fast-growing commercial energy work, which represented 30% of our third quarter revenues, up from 22% in last year's third quarter. Additionally, our longstanding work for commercial clients has given ICF the experience and infrastructure to effectively work in this milieu, a competitive advantage in today's federal market, as federal agencies are being encouraged to adopt a more commercial business model. Third quarter revenue growth from commercial energy clients was led by strong demand from our utility clients for ICS industry-leading energy efficiency programs and expertise in flexible load management, electrification, grid resilience, and affordability. Expertise is closely aligned with the needs of our utility clients as they respond to increased demand for electricity. We are executing on new and expanded programs as well as getting market share in both residential commercial energy efficiency, program development, and implementation. Additionally, in energy advisory, we saw higher demand for our grid engineering, renewable development, and transaction services, and in environment and planning, we benefited from increased renewal and transmission permitting, construction monitoring, and wall fire restoration projects. We continue to see evidence that our commercial energy business will sustain its strong growth Despite the lack of support for renewables by the new administration, we believe that renewable and storage development by the private sector on non-federal lands will continue due to the advanced economics of these technologies and the need to meet the demands of rapid load growth. Additionally, we've moved across a full suite of resources supported by this administration, including natural gas, nuclear, and coal that will also be important in optimally serving emerging needs for power, and we have seen an uptick in development and M&A activities in these areas. We continue to benefit from the rapid increase in electricity demand associated with AI, data centers, and other large loads by providing a broad range of services necessary to plan, site, permit, connect, and manage such facilities. I see this currently working with utility clients, hyperscalers, and independent power renewable energy firms, providing services ranging from location analysis, transmission planning, distribution engineering, and construction permitting through community engagement and workforce development. The major low growth challenge, the range of complex technical issues involved, and the diversity of stakeholders make ICF well positioned for continued growth in this area. Moving on to state and local government clients, our revenues increased 3.8% in the third quarter, primarily reflecting year-on-year growth in our technology work in the disaster recovery arena. ICF is currently supporting 95 active disaster recovery projects in 22 states and territories. This includes new contracts in California, Oregon, Virginia, and Michigan, which were awarded during Q3 continue to see HUD-funded procurement opportunities resulting from the nearly $12 billion appropriation to enable long-term recovery from disaster declarations in 2023 and 2024, and are actively positioning to compete for these procurements. Additionally, in response to uncertainty with respect of the future role of FEMA, state governments are showing additional interest in disaster case management, individual assistance, as they consider potential implications of taking on additional responsibility for initial disaster response and recovery efforts. ICF is actively engaged with state emergency management agencies. We are broadening our partnerships in the emergency response disaster survivor assistance arena as the states prepare for the possibility of additional responsibilities. Our climate environment infrastructure services represent the other major component of our work for state and local government clients, and revenues in this market have remained relatively stable. As federal emphasis on environmental protection declines, we are seeing many states increase their efforts to fill the gap, creating opportunities for ICF in state planning, rulemaking, stakeholder engagement, permitting, and compliance. We're also experiencing increased demand for sectors with strong economic activity, including data centers, fiber networks, minerals extraction, and transportation. And we're working on synergies with our disaster management teams, supporting states with recovery efforts, including Florida, New Jersey, and others. We continue to benefit from solid revenue growth from international clients in the third quarter. Revenues increased 8% year-on-year. We have one key recompete in new business. As I mentioned earlier, The ramp up of the new contracts we've won with the European Commission and the UK government late in 2024 and earlier this year has been slower than we originally anticipated as we expected double-digit revenue growth in the second half of this year. We have seen sequential acceleration in the number of task forces being issued under these contracts over the last two quarters, but we now do not expect the full benefit of these contracts until 2026. To sum up, our third quarter performance demonstrated the benefits of ICF's diversified client base, our agility in adapting to challenging market conditions in the federal government, and our success in winning week-in-piece and new business. I'm sure that many of you have seen the release we issued today simultaneous with earnings, announcing that Barry brought us, our CFO is retiring, and we have named two of our senior executive roles. First, let me say that Barry has been a tremendous asset to ICF. He has strengthened our financial capabilities, built a strong finance team, and positioned ICF to take advantage of future growth opportunities. We certainly wish him all the best in his retirement. We are fortunate to have a strong group of talented leaders like James Morgan and Ann Cho to help drive our future growth. We have tapped James Morgan, currently COO, to take on the additional role of CFO following the publication of ICF's full year 2025 financial results. In addition, Ann Choate, currently Executive Vice President, will take on the role of President of ICF early in 2026. I look forward to working closely with both of them to drive organic growth and acquisition growth and to implement financial strategies to build our future growth and profitability. So with that, I'll now turn the call over to Barry for a financial review. Barry?

Thank you, John. We say that it's been a pleasure to work at ICF over these past four years. ICF is truly an amazing organization with an outstanding team of dedicated and passionate professionals. Serving as the ICF CFO has certainly been the pinnacle of my career. I could not end my career working with a better team of people. That said, I am now pleased to provide you with some additional details on our third quarter financial performance. Third quarter revenues totaled $465.4 million compared to $517 million in the third quarter of 2024, and relatively stable with the $476.2 million reported in this year's second quarter. The year-over-year revenue comparisons reflect ongoing headwinds in our federal government business, partially offset by the continued strength across our commercial, state and local, and international client base. On a year-to-date basis, revenues decreased 6.2% and revenues excluding subcontractor and other direct costs declined 4.3%. Revenues from commercial, state, local, and international clients increased 13.8% in the quarter, led by the robust growth in our commercial energy business, which posted a 24.3% year-over-year increase. On a year-to-date basis, our energy business grew approximately 25% and represented 28% of our total year-to-date revenues. The strength in this client category underscores the ongoing demand from our utility clients for ICF expertise in energy efficiency, flexible load management, and grid resilient solutions, capabilities that are increasingly critical as they address our country's growing demands for electricity. The continued strong growth in revenues from our non-federal government clients offset a significant portion of the 29.8% year-on-year decline in federal revenues in the third quarter, reflecting the continued impact of the contract funding reductions and the permit delays that John mentioned in his remarks. On a sequential basis, federal revenues declined only 3% as the impact of contract cancellations has remained stable following our second quarter earnings call. To date, we have seen an impact on 2025 revenues of approximately $117 million and a total backlog impact of approximately $420 million from contract cancellations since the top four quarters, with no material increases since our last call on July 31st. Third quarter subcontractor and other direct costs declined 11.8% year over year and represented 24.2% of total revenues, down 50 basis points from the 24.7% in the third quarter of 2024. The decline was primarily tied to lower pass-through revenues in the federal business, As a result, a higher percentage of our revenue was tied to ICF direct labor, which generates higher margins. Third quarter gross margin expanded 50 basis points to 37.6%, primarily driven by a continued shift in our business mix towards higher margin commercial revenues, including the uptick in our energy business. Gross margin also continues to benefit from higher proportion of ICF direct labor that I mentioned, as well as The more favorable contract mixed as fixed price and T&M contracts represented 93% of our third quarter revenue, up from 88% in the year-ago quarter, while our cost-reimbursable contracts accounted for only 7% of third quarter revenues. Indirect costs declined 7.9% to $122.3 million and represented 26.3% of total revenues. As we have discussed on recent calls, we remain focused on managing our indirect costs while continuing to invest in growth areas, expand our capabilities in AI and other technologies, and implement systems and tools that increase our efficiency and will support our future growth. As we navigate the current government shutdown, we will continue to be mindful of tightly managing our costs by balancing short-term results with our plans for a return to growth in 2026. Thus, the shutdown continues, it will impact our fourth quarter margins as we need to maintain a certain level of staffing and core capabilities in order to ramp up quickly once the shutdown is lifted. Third quarter EBITDA totaled $52.8 million down from $58.2 million in the third quarter of 2024. And adjusted EBITDA was $53.2 million compared to $58.5 million in last year's third quarter. As a percentage of total revenue, adjusted EBITDA margins expanded 10 basis points to 11.4%, reflecting our gross margin expansion as well as our success in executing cost management initiatives. Net interest expense in the third quarter amounted to $7.9 million compared to $7.2 million in last year's third quarter due to a higher average debt balance related to the age acquisition in December of last year as well as our repurchase of ICF stock. Our tax rate was 22.7% above the 13.8% in the prior year quarter, In this year's third quarter, we incurred a one-time negative tax adjustment related, in part, to certain tax provisions in the new legislation signed into law this past July. As a reminder, last year's third quarter tax rate benefited from tax optimization strategies and several one-time tax benefits the company enjoyed at that time. Additionally, as we discussed in our last call, our full-year 2025 tax rate is expected to be approximately 18.5%. And we also estimate that our tax rate for 2026 will be in the range of 21%. From a cash tax perspective, we expect to realize approximately $30 million in cash savings in 2025 and additional $40 million in 2026 resulting from provisions of the new tax legislation I mentioned. Net income totaled $23.8 million or $1.28 per diluted share compared to net income of $32.7 million or $1.73 per diluted share in the third quarter of 2024. Non-GAAP EPS was $1.67, inclusive of a $0.04 per share impact related to the negative tax adjustment I just noted. Last year's third quarter non-GAAP EPS was $2.13. Our backlog stood at $3.5 billion at quarter end, up approximately $180 million as compared to the second quarter of this year due to the robust book-to-bill total of 1.53 that John previously noted. 52% of our backlog is funded. Our third quarter new business development pipelines totaled $8.4 billion and is approximately 4.3 times our trailing 12 months revenues. Third quarter operating cash flow was $47.3 million, up from $25.5 million in the comparable quarter last year. Year-to-date operating cash flow totaled $66.2 million. Day sales outstanding were 82 compared to 80 days. in the prior sequential quarter and third quarter capital expenditures for $5.5 million as compared to $5.2 million in last year's third quarter. We ended the quarter with debt of $449 million down from $462 million at the end of the second quarter. The third quarter debt reduction was in line with the debt reduction in the same period last year. 39% of our debt carries a fixed rate. and we are tracking to have approximately 45% of our debt at a fixed rate by year end. Our adjusted leverage ratio was 2.13 times at quarter end, and absent any acquisitions, we expect our leverage positions to decrease by about a quarter of a turn by year end. Our approach to capital allocation remains consistent and disciplined. We are focusing on investing in organic growth, pursuing strategic acquisitions in attractive markets, paying down debt, sustaining our quarterly dividend payments and executing an opportunistic share buyback. As we noted last quarter, we have been prioritizing debt repayments to position ICF for acquisition activities in 2026. Today, we announced a quarterly cash dividend of 14 cents per share, payable on January 9th, 2026 to shareholders of record on December 5th, 2025. Modeling purposes, for the fourth quarter, we estimate the year-on-year percentage decline in revenues and non-GAAP EPS to be similar to what we experienced in the third quarter. This assumes the impact of the government shutdown remains consistent with the estimated reduction of approximately $8 million in revenue and $2.5 million of gross profit for the month of October, and the government shutdown extends to the end of the year. We have also revised our cash flow guidance to a range of $125 to $150 million from approximately $150 million to reflect the potential collection delays related to the shutdown. In addition, other full-year guidance metrics include the following. Our depreciation and amortization expenses now expect to range from $20 to $22 million, down from $21 to $23 million. Amortization of intangibles expect to remain between $35 million and $37 million. We anticipate interest expenses to range from $30 to $32 million, Capital expenditures are now anticipated to be between $23 and $25 million down from the prior range of $26 to $28 million. As we previously noted, our full-year tax rate is expected to be approximately 18.5%. And finally, we expect a fully diluted weighted average share count to be approximately $18.6 million. And with that, I will now turn the call back over to John for his closing remarks.

Thanks, Barry. Our year-to-date results have put us squarely within the guidance framework we provided for 2025 at the beginning of this year. And we stated that a 10% decline in revenues, GAAP EPS, and non-GAAP EPS from 2024 levels was the maximum downside risk we saw from the loss of business property from federal government clients during this transition year. At that time, we also noted that our guidance framework did not consider the potential impact of an extended government shutdown. As I previously mentioned, in the month of October, we estimate that the shutdown will reduce ICS revenues and gross profit by approximately $8 million and $2.5 million respectively. Based on this monthly impact continuing, we are pleased to be able to maintain our original guidance framework for revenues and non-GAAP EPS, even if the government shutdown extends through the end of the year. Looking ahead, continue to be confident in our ability to return to revenue and earnings growth in 2026. This outlook is supported by the continued growth from our non-federal government clients, improvement from portions of our federal government business, recent contract wins, and a large pipeline of opportunities. Also, as Barry mentioned, we are keeping our powder dry as we consider potential acquisitions in 2026 that will provide additional growth momentum, and we have substantial authorized capacity for shared repurchases. Our professional staff across all markets and geographies have been instrumental in helping us navigate difficult business conditions, and their ongoing commitment to ICF and our clients underpins our ability to drive long-term growth. With that, operator, I'm pleased to open the call to questions.

Thank you. At this time, we will conduct the question and answer session. As a reminder, to ask a question, you will need to press star 11 on your telephone and wait for your name to be announced. To withdraw your question, please press star 11 again. Please stand by while we compile the Q&A roster. Our first question comes from the line of Tim Mulrooney with William Blair. Your line is now open.

Yeah, good afternoon. Thanks for taking my questions. I wanted to start off by saying congratulations to Barry on a well-earned retirement and to Ann and James on the promotions.

Thank you. Thank you.

You bet. So, sorry, I've been hopping around calls here, so apologies if I missed it, but did you give an indication for how much you expect your federal business to be down in the fourth quarter?

I don't know. We did not give a Q4 estimate for what the government business would be down. I'm in the fourth quarter. Obviously, year-to-date, we've reported those numbers. We're down about 22.7% through the end of the third quarter. Obviously, the government shutdown will be down further in the fourth quarter area.

I don't know if we... I would say that... absent of the government shutdown, we expect that our fourth quarter federal revenues will be down more than what we had in the third quarter. But if you include the government shutdown and the impact that we mentioned, it would be, you know, more than, essentially more than the third quarter decline.

Yeah, that makes sense. And you did give the full, your, you know, total revenue assumption. So we can, you know, Trying to back into it. Yeah. Thank you. You know, in your guidance assumptions, you said that you're expecting an 8 million revenue hit per month from the shutdown, which on the surface I think is less than what we were expecting. Is it just that many of these projects are still progressing along? just without government interaction? Is there something that we're just not fully appreciating here, the dynamics around this business?

Well, I think it's a myth. I mean, we certainly have had a set of projects that were placed in stop work, you know, and based on the activity of those projects, and that occurred early in October, so we saw those impacts quite quickly, and that amounts to $8 million of impact for October, and, you know, I think So for the quarter, we would expect a $25 million impact on revenues and a $7.5 million impact on gross profit, just extrapolating on those numbers. And so we think that's a good number, and given that we saw those impacts early in the month and really haven't seen material increase since early October, and we feel pretty good about that number, it is certainly the case that a portion of our government business continues to operate and has not been impacted by the government shutdown. There's a portion that has been impacted by the shutdown. In certain cases, we can continue to work. It's fixed price, and we have funding, and we have the appropriate technical direction. And then we've seen the projects that are shut down. And so I think that number, $8 million a month, $25 million for the quarter in revenues, we think is a good number. And there's obviously uncertainty around it. With this administration, there's been a lot of change, but I think we feel pretty good about that number, and I think that is likely to be the impact we'll see when the government shut down, if it goes all the way to the end of the year.

Got it. That's helpful, Culler. Thank you. And just lastly, as I'm still sticking on this federal government, I wanted to ask about your commercial energy business, which is a very exciting area, but I'll leave that to others. Just sticking with the federal government or the federal business, As we think about you moving into 2026, we were all thinking about a return to growth, but I'm wondering, does this shutdown impact things that you were expecting to come in early 2026 that may be pushed out now because of the shutdown? Does it cause delays in how the contracting works or anything like that? How should we think about the impact on you know, future work, not necessarily how it's impacting you during the shutdown, but after the shutdown is over, is there any knock-on effects?

Yeah, no, it's a good question. I mean, I would say a couple things. One is, for the work that's been impacted by a shutdown, the $25 million, you know, typically in prior shutdowns, once the work comes back, you know, we will do that work. So it's a push to the right. You know, if history is any guide at that foregone revenue, we would over the remaining life of the contract, you know, in future years. And so we would expect for that to happen again. And so I do see it as a shift to the right with the impacts we've seen. I would say also if the shutdown goes to the end of the year, for those clients that are seeing these impacts, it's certainly going to impact awards and, you know, potential modifications. And so, you know, it could have some impact early next year in terms of, you know, the level of business, if the awards get delayed or the modification still comes quickly. But I think that's how we, you know, we think about it. I think ultimately I would expect that most of the foregone revenue from the shutdown would be pushed to the right and we'll get it back over the life of the contracts.

Understood. Thanks for taking my questions.

Thank you. Our next question comes from the line of Toby Summer with Truist. Your line is now open.

Thanks. I wanted to start with just a follow up on that shutdown. You had a pretty good book to bill in the quarter. We had been kind of expecting lower than that. I'm curious how those new wins are ramping and if the shutdown is pushing that process off to the right, in particular, of course, for new or takeaway work rather than, you know, recompete ones. Thanks.

Yeah, I would say, as you know, Toby, our federal business, you know, we kind of break it into two components. One of them, roughly half of it is kind of in the IT modernization technology arena. There, I would say that the procurement environment and the work we're doing has continued. We haven't seen as significant an impact as we've seen in the course of its programmatic. And I think some of the awards you see in Q4 certainly are in the IT modernization area. We would expect those to ramp, and we'd expect the modifications to continue. So I'm less concerned or would not expect slowdown or disruption in the ramp-up of those efforts. Where we've seen most of the impact of the government shutdown is in our programmatic work at Health and Human Services. Many of those agencies are impacted by the shutdown. That's also impacted the procurements there. So that portion of the business, I think, will take longer to rebound post-shutdown in terms of procurements and plus-ups. you know, that's certainly reflected in our, you know, how we're thinking about Q4 and the guidance we've given. And as we think about returning to growth for next year, you know, I think our view right now is, you know, we've clearly indicated we expect to grow in 2026. And I would think, you know, at least a low single digit level, obviously 58, 59% of our In terms of the federal business, I think we would expect our IT modernization business, so roughly half, to return to growth next year. And then the half that's programmatic will not return to growth until 2027. We have tough comps there, and it'll take more time. But with that mix, we're confident we can get back to growth for next year.

Uh, thank you. Uh, let's switch gears a bit and maybe we can talk, uh, commercial and commercial energy. Um, which service lines and offerings within your portfolio are, um, experiencing the best demand and sort of superior growth. And what, if any areas, uh, are lagging and understand with such a rapid rate of growth for the collection of them, lagging doesn't necessarily mean you're not achieving, you know, fairly good growth.

Well, I think, you know, it's a good question, Toby. I think, as you know, our commercial energy business, you know, three-quarters, 70%, 75% of that business is designing and implementing utility programs, energy efficiency, electrification, load management, doing the marketing for those programs. We're seeing tremendous growth there, tremendous opportunity. We've been winning new contracts. We've been taking away market share. We've been winning our re-competes. And I think with the increased significant demand for electricity, those programs will continue to be a key component. And so certainly the utility program implementation is extraordinarily strong. I would say our competes. the energy advisory business, so where we really do more front-end advisory work for utilities on a range of issues from generation to transmission to demand forecasting, demand load management, grid modernization. Many aspects of that business are enjoying very robust growth given, again, the strong strong demand for energy. We would expect our energy advisory business to have double digital growth next year. I think the only area that's been challenging is in the renewables area. Certain components of the work we do around offshore wind or implementation of renewables on federal lands, this administration is not supportive of that. So there have been some impacts on projects in that area, but I have to tell you that in the scheme of our overall energy business, it's pretty de minimis, I think, on an annualized basis. The entirety of that business might be up to $10 million a year. We certainly aren't losing a significant portion of it, but that is the one area where this administration is not as supportive. Having said that, as I said in my remarks, And we also do have capabilities around key generation assets. This administration does support natural gas, nuclear, coal.

And so we're seeing opportunities there.

Thanks. And then specifically within energy, and this is probably somewhere in between commercial and your your government, uh, energy business. But, you know, when the shutdown began, there was news around Department of Energy, you know, canceling some clean energy and infrastructure awards. Is ICF impacted at all by those kinds of actions that have been taken more recently?

No, we haven't. I don't believe we've, I'm not aware of any material. I'm not actually aware of any, any shutdowns on our DOE contracts. Um, Honestly, Toby, I think the extent that we saw impacts in DOE was through the contract cancellations around DOGE and GSA earlier in the year. And so the work that remains, I think, is generally continuing.

And we haven't seen impacts from a stop work perspective. Thank you.

Thank you. As a reminder, to ask a question, you'll need to press star 11 on your telephone. Our next question comes from the line of Mark Riddick with Sidoti. Your line is now open.

Good evening, everyone.

Hi, Mark.

So I just wanted to add my congratulations to Barry and James and certainly Barry, it's been a pleasure working with you and all the best for your retirement and certainly looking forward to continue working with the team going forward. So I just wanted to express my gratitude there.

Thank you, Mark.

I wanted to touch a little bit on the growth areas that we're looking at as we go into next year. I know you're going into planning and the like, but I was wondering, as we look at the non-federal areas that are actually growing and doing really well right now, can we sort of maybe talk a little bit about how you feel about your bandwidth there, given the growth that you've seen, the growth that you could potentially see in the near term there? and, you know, the type of bandwidth where you are now and maybe other investments in personnel, technology, or the like to sort of be able to, you know, to extract those opportunities?

You know, I would say that we're certainly investing, you know, materially in the key growth markets to take full advantage of. That includes recruiting new talent to help us win and develop the work and bring new skills, investing in technology, software, leveraging AI to grow those businesses. And so we're certainly making appropriate investments and that's where the investment focus is right now. The primary focus of the investments in ICF are in those markets. In terms of recruiting the talent, I think that we're investing a lot in recruiting and we're able to recruit the talent. We're able to stay in front of that. You know, I think as we look to next year, we certainly expect double-digit growth across commercial, you know, commercial, the combination of commercial, state and local, and international. You know, we've been doing quite robustly in commercial energy. We have a strong recruiting engine there. You know, we're a market leader in these markets, and the talent inside the firm helps us find the best talent outside the firm. And so, you know, I think we'll... So I think we'll be able to recruit the talent. I do think we expect, as these international projects continue to ramp up for next year, we'd expect very strong double-digit growth in our international business. And again, we've been working the recruiting for that quite well. And I would say the same in state and local. So I think we're making the appropriate investments. we'll ensure we have the talent, we have pipeline of candidates. And so once the work comes in, we will not have backlogs that we're not able to translate into revenue quickly. We won't let that happen.

So I think we feel quite good about our ability to translate, you know, contract points into revenue quickly. Okay. Okay. That's helpful. And then there were on a couple of occasions, I guess, within prepared remarks, Some commentary around potential for inorganic investments and cash usage prioritization and the like. And I know certainly you're going to be addressing that and looking that over again as you go through your planning process. I was wondering maybe if you could take us through what you're seeing out there right now, along from the acquisition pipeline potential front. I mean, are you seeing much in the way, like, you know, what does the pipeline look like as far as volume? We're seeing more and more M&A activity generally, but maybe you can sort of, you know, share your thoughts on what you're seeing as to attractive opportunities and valuation levels currently.

I'll speak to M&A and Here you can always speak to cash flow. You know, I think in terms of our M&A strategy, I think M&A remains an important component of our call strategy. As you know, if you look at the history of ICF, we've certainly been inclusive and, you know, it's been an important part of our overall growth story. I think right now we're quite focused on looking at opportunities in the energy arena that could add scale or add geography. We're at key capabilities in the core markets we serve across both the advisory business and the program implementation business. And so we're certainly out of the market looking at those. And I think that would be, if we could find the appropriate opportunity with the right strategic fit, the right cultural fit, we would certainly take a hard look at that. I mean, I think with everything going on in the energy arena, The valuations are certainly fulsome, but we're looking there. I think we've also looked at opportunities around disaster recovery and infrastructure-related work in state and local markets. And I think there are opportunities out there in those markets. In the federal market, I think we're less likely to do something. I mean, I think it's... remains a challenging market, the valuations are challenging. I think we certainly are looking at opportunities in IT mod. And so, you know, I wouldn't rule that out, but I think the federal market brings obviously challenges given the state of that market and the uncertainty in it.

And so, you know, I think our primary focus is around energy and around disaster management and infrastructure.

And I guess Barry, I'll let you go talk about the broader investment.

Sure. I would say, as I noted in my remarks, that we continue to focus on paying down debt. Expectations is that from a leverage position, it will be below two times leverage at year end. And that would provide us with capacity to go after various assets that we think are appropriate. So we'll continue to stay focused on that, you know, and pay down the debt as we've done in the past and, you know, be looking, you know, at 2020 to see if we can put some of that dry powder to use.

Okay. Excellent. And thank you and congratulations again. Thank you.

Thank you. Our next question comes from the line of Kevin Steinke with Barrington Research Associates. Your line is now open.

Great. Thank you. So you mentioned when talking about the commercial energy business, obviously you're winning new business there and you're taking market share. I was wondering if there's any way you could kind of frame the size or the extent of the market opportunity there, maybe in terms of the continued opportunity to win new business and take market share, maybe just either in terms of the utilities you might not be working with or states you haven't penetrated or the opportunity to continue penetrating and winning additional business with existing clients.

You know, I think that... I think we still think there's material opportunities for us to... There will be new opportunities. There will be opportunities for takeaways and takeaway business from competitors. And obviously, as we win re-competes, we hope we can expand the scope of those. You know, I think it's... I mean, in terms of the... side of the market, then this market is north of $2 billion. I don't think we're constrained by the side of the market. I think we're strongest in residential and commercial energy efficiency. I think our market share is perhaps in the 15%, 10% to 15% range. I don't think we're constrained by that. And I think our track record is quite strong on being able to compete effectively for this I mean, delivering integrated solutions. So I don't think we're constrained by the size of the market or market share. I think there's certainly material opportunity for us.

Okay, great. Thanks. And on your second quarter call, You had also, when talking about the guidance framework for 2025, you had mentioned, given the slowdown and now the pace of contract cancellations with the federal government, that you probably wouldn't be at the low end of that guidance framework. Is that still the case, given that you haven't seen any more cancellations in the federal arena or kind of just the shutdown, make that kind of full range still within the realm of possibility?

You know, I would say that obviously when we gave, as I said in my remarks, when we gave that range at the beginning of the year, it did not assume a federal government shutdown. And, you know, I think, and certainly in our second protocol, we we indicated we could not be 10% on revenues. I think, let me say it this way, I think prior to the government shutting down, prior to the government shutdown, I think our expectation was, and I think we had confidence that from a revenue perspective, we'd be down 6% on the year in that range without a government shutdown. And we were progressing on that and felt that confidence through a good part of Q3 until we hit the point where it became clear that the government shutdown was quite likely. And we began to see impacts prior to the shutdown in terms of the level of procurement and certainly in our health and human services arena. I think with the shutdown now, you know, I think we will be, you know, towards the lower end of the range. And we've given you, I think Barry gave you guidance on how to do that. But certainly the federal government shutdown and the magnitude of the revenue and profit impacts will move us towards the lower end of the range. I just do want to say we are quite proud of the fact that, you know, with our... kind of range we gave, which was without a government shutdown. We've been able to manage the business for the first nine months of the year, stay firmly within that range, maintain our profitability at levels prior to this administration. And then now with the government shutdown, we can maintain that range. Obviously, it will have an impact, but we'll stay in that range. And I think that's quite a something that I feel quite good about and quite proud of. I mean, I think it's... We gave that range, our initial range, very early in February. There was a lot of interest in people for us to kind of quantify what was the maximum downside risk of the new administration, of DOGE activities, GSA activities, changes in procurement, you know, federal employees leaving the government. So we gave that guidance very early, and it stood the test of time, and we've managed to it. And so, you know, I think that... So I'm proud of that. And then I think now we have this government shutdown. We're managing that very carefully. We have a playbook to do it. And we'll look at the results and we'll stay in the range. That range will hold with a government shutdown. And we'll manage our profitability and the board of a business outside of federal will continue to grow double-digit. And so... So I know that's a long-winded answer to your question, Kevin, but... You know, we'll certainly be in the range now with this government shutdown. It will have some impact, temporary impact. I do think that the revenues will come back in 20, or the life of the contracts, whether that's in the next year or 18 months. And, you know, we... And so we... So I guess that's kind of how I see the guidance.

And we do feel good about how we've managed through all this.

Yes, thank you. I appreciate that. Very helpful. And yeah, nice job on, you know, forecasting that out with so much uncertainty. But I guess my last question, you know, with James taking on the CFO role, is that how you see that going forward as kind of a more permanent arrangement with both a dual a dual COO, CFO role, or would you eventually... I would say a couple things.

One is, I think as you know, James was CFO for eight or nine years. His first eight or nine years at ICF, he then transitioned into the COO role for the last five years, five or six years. And so he's done both those roles. I think he's in some ways uniquely qualified to do both Those rules, and I think given where we are and the size and scale of the firm, the maturity of the firm, and the strength of the team behind Barry, I think it makes sense to combine this. So James Newtotto will be chief operating and financial officer. And whether that title remains or we change it down the road, I haven't got that far. I'm just pleased James can take on this role. At the same time, we're also asking Ann Cho, who's done a phenomenal job growing our energy business. She's been at ICF for 30 years. She's going to take on the role of managing our operating booths and our business development function, which has been reporting to me. But I think she'll bring a tremendous focus on translating our strategy into growth, driving growth, managing that, making sure our clients are delighted with our work in driving business development. So I think it's great opportunities for both of them and it will allow me to focus on strategy in a time of significant change, M&A, developing the next generation of leaders and representing ICF externally. And so I think that's how I see it. I think we're, you know, I think it's, I'm just pleased we have the bench here to do this and I think one of the things we've done really well over here is provide opportunities for folks to grow their career at ICF. I think this is another indication, and Anne's promotion has a ripple effect in our energy business, which will give a number of key leaders there additional responsibilities, which I'm really pleased to do, and we'll certainly continue to do that as we go forward as we grow.

Thank you.

Okay, good.

Excuse me, go ahead.

I just wanted to add, you know, it's been a pleasure working with you, Barry, and best wishes for your retirement.

Thank you, Kevin. Likewise.

Thank you. I'm showing no further questions at this time. I would now like to turn it back to John Wasson for closing remarks.

Okay. Well, thanks, everybody, for participating in today's call, and we look forward to attending an upcoming conference that's with you. Thank you.

Thank you for your participation in today's conference. This does conclude the program. You may now disconnect.