NOTE

- BASIS OF PRESENTATION

Nature of Operations

ICF International, Inc. and its subsidiaries (collectively, the “

Company”) provide professional services and technology-based solutions, including management, technology, and policy consulting and implementation services, to government and commercial clients that operate in

four

key markets which are: energy, environment, and infrastructure; health, education and social programs; safety and security; and consumer and financial. The Company offers a full range of services to these clients throughout the entire life cycle of a policy, program, project, or initiative, ranging from initial research and analysis, to design and implementation of programs and technology-based solutions, and the provision of engagement services and programs.

The Company

’s major clients are United States (“U.S.”) federal government departments and agencies, most significantly the Department of Health and Human Services (“HHS”), the Department of State (“DOS”), and the Department of Defense (“DoD”). The Company also serves state and local government departments and agencies; international governments; and commercial clients worldwide, such as airlines, airports, electric and gas utilities, oil companies, banks and other financial services companies, transportation, travel and hospitality firms, non-profits/associations, law firms, manufacturing firms, retail chains, and distribution companies. The term “federal” or “federal government” refers to the U.S. federal government, and “state and local” or “state and local government” refers to U.S. state and local governments, unless otherwise indicated.

The Company, incorporated in Delaware, is headquartered in Fairfax, Virginia. It maintains offices throughout the world, including over

offices in the U.S. and more than

offices in key markets outside the U.S., including offices in the United Kingdom, Belgium, China, India and Canada.

Interim Results

The unaudited consolidated financial statements included in this Quarterly Report on Form

-Q have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These rules and regulations permit some of the information and footnote disclosures normally included in financial statements

, prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), to be condensed or omitted. In management’s opinion, the unaudited consolidated financial statements contain all adjustments that are of a normal recurring nature, necessary for a fair presentation of the results of operations and financial position of the Company for the interim periods presented. The Company reports operating results and financial data in

one

operating and reportable segment. Operating results for the

three

-month period ended

March

31,

2017

are not necessarily indicative of the results that

may

be expected for the year ending

December

31,

2017.

These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended

December

31,

2016,

and the notes thereto included in the Company’s Annual Report on Form

-K, filed with the SEC on

February

28,

2017

(“Annual Report”).

Significant Accounting Policies

Goodwill Impairment Test Date

The Company has historically performed its annual goodwill impairment test as of

September

of each year. For the annual impairment test as of

September

30,

2016,

the Company performed a qualitative assessment of

whether it was more likely than not that the Company's reporting unit's fair value was less than its carrying amount. After completing the assessment, the Company determined that it was more likely than not that the estimated fair value of the reporting unit exceeded the carrying amount and that no impairment existed as of the assessment date. If the Company had concluded otherwise, a quantitative goodwill impairment test would have been required, which would include a determination and comparison of the fair value of the reporting unit to its carrying value

Effective for the annual goodwill impairment test for

2017

and prospectively

, the Company will perform the required annual test as of

October

of each year rather than on

September

as was the previous practice. The Company does not believe that the change in the date of our annual goodwill impairment test is a material change in the method of applying an accounting principle nor does it expect that it will result in any delay, acceleration or avoidance of impairment. The Company believes this date of the annual goodwill impairment test is preferable because it aligns with the timing of the annual strategic planning process which largely occurs during the

fourth

quarter. The change will be applied prospectively beginning on

October

2017;

retrospective application to prior periods is impracticable as the Company is unable to objectively determine, without the use of hindsight, the assumptions that would be used in those earlier periods. Other than the anticipated change in the date of our annual goodwill impairment test, there have been no other changes to any other significant accounting policy as further described in Note

Summary of Significant Accounting Policies

, of the Notes to the Consolidated Financial Statements in the Company's Annual Report

Reclassifications

During the

second

quarter of

2016,

the Company elected to early adopt Accounting Standard Update (“ASU”)

2016

09,

Improvements to Employee Share-Based Payment Accounting (Topic

718).

The adoption of ASU

2016

resulted in the recognition of excess tax benefits in the Company’s provision for income taxes rather than additional paid-in-capital of

$0.2

million for the

three

months ended

March

31,

2016.

In addition, the Company’s net cash provided by operating activities increased

$0.2

million with a corresponding decrease to net cash provided by financing activities for the

three

months ended

March

31,

2016.

The impact of the adoption on the Company

’s previously reported results for the

first

quarter of

2016

is summarized as follows:

	Three Months Ended March 31, 2016
	As reported			As adjusted
Consolidated Statement of Comprehensive Income (unaudited)
Provision for income taxes	$	5,837		$	5,633
Net income	$	9,687		$	9,891
Comprehensive income, net of tax	$	8,770		$	8,974
Basic earnings per share	$	0.51		$	0.52
Diluted earnings per share	$	0.50		$	0.51
Diluted weighted average shares outstanding		19,293			19,273

Consolidated Statement of Cash Flows (unaudited)
Net cash used in operating activities	$	(13,581	)	$	(13,377	)
Net cash provided by financing activities	$	18,928		$	18,724

Recent

Accountin

g Pronouncements

Revenue Recognition

May

2014,

the

Financial Accounting Standards Board (“FASB”) issued ASU

2014

09,

Revenue from Contracts with Customers (Topic

606).

ASU

2014

provides a single comprehensive revenue recognition framework and supersedes almost all existing revenue recognition guidance including industry-specific revenue recognition guidance. Included in the new principles-based revenue recognition model are changes to the basis for determining the timing for revenue recognition. In addition, the standard expands and improves revenue disclosures. In

August

2015,

the FASB issued ASU

2015

to amend ASU

2014

in order to defer the effective date of the new standard. In accordance with this update, the Company has elected to adopt the requirements of the new standard effective

January

2018.

The guidance permits the Company to either apply the requirements retrospectively to all prior periods presented (full retrospective), or apply the requirements in the year of adoption through a cumulative adjustment (modified retrospective). Under the full retrospective approach, the

2016

and

2017

financial statements would be adjusted to reflect the effects of adopting the new standard. Under the modified retrospective approach, the new standard would, for the period beginning

January

2018,

apply to new contracts and those that were not completed as of

January

2018.

For those contracts not completed as of

January

2018,

this would result in a cumulative catch-up adjustment to retained earnings.

The Company continues to evaluate the impact of adopting ASU

2014

on the nature and timing of revenues and expanded disclosure requirements.

The Company has completed a preliminary assessment as of

December

2016

and expects to complete the final assessment in

June

2017.

Based upon this assessment, the Company anticipates that the new standard

may

result in a change in the timing of its revenue recognition for performance incentives received from clients. Performance incentives are currently recognized as revenue when specific quantitative goals are achieved. Under the new standard, the Company will estimate the amount of the incentive that will be earned and recognize the incentive over the term of the agreement. This change will likely not result in a material change to the Company's annual revenue but

may

accelerate revenue recognized on a quarterly basis. At this time, the Company has not selected an adoption method (full retrospective or modified retrospective) and continues to evaluate the impact the new guidance and the method of adoption will have on its consolidated financial statements. Adoption of the new standard will not only involve the completion of the final assessment, but also successful implementation efforts which will include modifying existing policies, processes and controls as they relate to revenue recognition.

Leases

February

2016,

the FASB issued ASU

2016

02,

Leases (Topic

842).

This update revises an entity’s accounting for operating leases and requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than

months. This update also requires that lessees recognize assets and liabilities on the balance sheet for the rights and obligations created by all such leases and requires disclosures designed to give financial statement users information on the amount and timing of lease expenses arising from such leases. These disclosures include certain qualitative and specific quantitative disclosures. For lessees, the new guidance is not expected to significantly change the recognition, measurement, and presentation of expenses arising from a lease. This update is effective for the

first

interim and annual periods beginning after

December

15,

2018,

with early adoption permitted.

The Company continues to evaluate the impact of adopting ASU

2016

02,

the elections to be made at adoption in a modified retrospective approach, and the timing of adoption.

Statement of Cash Flows

August

2016,

the FASB issued ASU

2016

, Statement of Cash Flows (Topic

230):

Classification of Certain Cash Receipts and Cash Payments. This update addresses

eight

specific cash flow issues with the objective of reducing the existing diversity in practice. This update is effective for the Company for its fiscal year

2018,

with early adoption permitted. The Company is currently evaluating the impact of adopting ASU

2016

15.

The Company does not expect the update to have a material impact on the consolidated financial statements.

November

2016,

the FASB issued ASU

2016

18,

Statement of Cash Flows (Topic

230):

Restricted Cash (a consensus of the FASB Emerging Issues Task Force), which requires entities to show the changes in the total of cash, cash equivalents, restricted cash, and cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. ASU

2016

becomes effective for fiscal years beginning after

December

15,

2017,

and interim periods within those fiscal years. The Company will apply any adjustments retrospectively. Early adoption of the standard is permitted. The Company is evaluating the impact of ASU

2016

on its consolidated financial statements resulting from the future adoption of the standard. Restricted cash is currently included within operating cash flows in the consolidated statement of cash flows for all periods presented.

Goodwill

January

2017,

the FASB issued ASU

2017

04,

Intangibles – Goodwill and Other (Topic

350),

which simplifies the measurement of goodwill by eliminating Step

from the current goodwill impairment test in the event that there is evidence of an impairment based on qualitative or quantitative assessments. ASU

2017

does not change how the goodwill impairment is identified, and the Company will continue to perform a qualitative assessment annually to determine whether the

two

step impairment test is required. Until the adoption, current accounting standards require the impairment loss to be recognized under Step

of the impairment test. This requires the Company to calculate the implied fair value of goodwill by assigning fair value to the reporting unit’s assets and liabilities as if the reporting unit has been acquired in a business combination, then subsequently subtracting the implied goodwill from the carrying amount of the goodwill. The new standard would require the Company to determine the fair value of the reporting unit and subtract the carrying value from the fair value of the reporting unit to determine if there is an impairment. ASU

2017

is effective for the Company for fiscal years after

December

15,

2019,

and early adoption is permitted. ASU

2017

is required to be adopted prospectively, and the adoption is effective for annual goodwill impairment tests performed in the year of adoption.