ICF International (ICFI) risk factors, FY2025 10-K

Other

1. 01GOVERNMENT BUDGETING AND SPENDING PRIORITIES RISKS
2. 02Government spending priorities may change in a manner adverse to our business33% rewritten

RISKS RELATED TO THE GOVERNMENT CONTRACTS BUSINESS

1. 03Maintaining our client relationships and professional reputation is critical to our ability to successfully win new contracts and renew expired contracts, and failure to do so may inhibit our ability to secure future contracts, leading to decreased revenue and other adverse effects
2. 04The diversity of the services we provide, and the clients we serve, may create actual, potential, and perceived conflicts of interest and business conflicts that limit our growth and could lead to potential liabilities for us
3. 05We derive significant revenue and profit from contracts awarded through a competitive bidding process, which can impose substantial costs on us, and we will lose revenue and profit if we fail to compete effectively
4. 06Opportunity cost of not bidding on and winning other contracts we may have otherwise pursued
5. 07Our reliance on GSA Schedule and other IDIQ contracts creates the risk of volatility in our revenue and profit levels26% rewritten
6. 08We may not receive revenue corresponding to the full amount of our backlog, or may receive it later than we expect, which could adversely affect our revenue and operating results
7. 09Our contracts may contain provisions that are unfavorable to us and permit our clients to, among other things, terminate our contracts partially or completely at any time prior to completion37% rewritten
8. 10Our relationships with other contractors are important to our business and, if disrupted, could cause us reputational damage or result in contract termination or other adverse effects on our business
9. 11Our inability to accurately estimate or control our costs on our fixed price contracts may result in a decrease of our operating margins, and in some cases result in contract losses
10. 12Certain lines of business of our commercial work depend on certain sectors of the global economy that are highly cyclical, which can lead to substantial variations in our revenue and profit from period to period34% rewritten
11. 13Our efforts to become involved in engagements that are greater in terms of size, scope, and performance demands may result in increased performance and credit risk
12. 14We are subject to various routine and non-routine governmental and other reviews, audits, and investigations and unfavorable results could force us to adjust previously reported operating results, affect future operating results, and subject us to a variety of penalties and sanctions
13. 15The continued occurrence of high-profile data breaches of other companies provides evidence of an external environment hostile to information security. In particular, cybersecurity attacks are increasing in number and sophistication for the Company25% rewritten
14. 16Impermissible use, misuse, or an improper disclosure of personal data or confidential information and breaches of, or disruptions to, our IT systems or those of our third-party providers, could adversely affect our business and could result in liability and harm to our reputation
15. 17Systems and/or service failures could interrupt our operations, leading to reduced revenue and profit
16. 18We depend on our intellectual property and our failure to protect it could harm our competitive position

RISKS RELATED TO ACQUISITIONS

1. 19When we undertake acquisitions, they may present integration challenges, fail to perform as expected, increase our liabilities, and/or reduce our earnings
2. 20As a result of our acquisitions, we have substantial amounts of goodwill and intangible assets, and changes in business conditions could cause these assets to become impaired, requiring write-downs that would adversely affect our operating results

RISKS RELATED TO OUR CORPORATE AND CAPITAL STRUCTURE

1. 21Provisions of our charter documents and Delaware law may prevent or deter potential acquisition bids to acquire us and other actions that stockholders may consider favorable, and the market price of our common stock may be lower as a result
2. 22Our outstanding and future indebtedness could reduce our profitability, limit our ability to pursue certain business opportunities, and reduce the value of our stock
3. 23Increase our vulnerability to economic downturns and rises in interest rates
4. 24We may not pay special or regular dividends on our stock in the future
5. 25Failure to identify, hire, train, and retain talented employees who are committed to our mission and vision could have a negative effect on our reputation and our business
6. 26Changes to U.S. tax laws may adversely affect our financial condition or results of operation and create the risk that we may need to adjust our accounting for these changes
7. 27Our failure to comply with complex laws, rules, and regulations could cause us to lose business and subject us to a variety of penalties and sanctions
8. 28U.S. laws, rules, and regulations restricting (i) the use and dissemination of information classified for national security purposes, (ii) the exportation of specified products, technologies, and technical data, and (iii) the use and dissemination of sensitive but unclassified data26% rewritten
9. 29Our international operations pose additional risks to our profitability and operating results, including political instability across many of the jurisdictions in which we operate, restrictions on the repatriation of funds, expropriation or nationalization of our assets, and currency exchange rate fluctuations
10. 30Difficulties in managing and staffing such operations, including obtaining work permits or visas, identifying qualified local employees, operating according to different local labor laws and regulations, dealing with different local business cultures and practices, and collecting contract receivables38% rewritten
11. 31Health epidemics, pandemics, and similar outbreaks may have material adverse effects on our business, financial position, results of operations, and/or cash flows