UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016
or
o 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: 001-33961
HILL INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
20-0953973 |
(State or other jurisdiction of |
|
(I.R.S. Employer |
incorporation or organization) |
|
Identification No.) |
One Commerce Square |
|
19103 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrants telephone number, including area code: (215) 309-7700
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, and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by a check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer o |
|
Accelerated Filer x |
|
|
|
Non-Accelerated Filer o |
|
Smaller Reporting Company o |
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes o No x
There were 51,748,900 shares of the Registrants Common Stock outstanding at August 1, 2016.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often include words such as anticipates, estimates, expects, projects, intends, plans, believes and words and terms of similar substance in connection with discussions of future operating or financial performance. Examples of forward-looking statements in this report include, but are not limited to, statements regarding managements expectation that past due accounts receivable from Oman will be collected in the third quarter.
The Companys forward-looking statements are based on managements current expectations and assumptions regarding the Companys business and performance, the economy and other future conditions and forecasts of future events, circumstances and results. As with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances. The Companys actual results may vary materially from those expressed or implied in its forward-looking statements.
Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in our forward-looking statements include:
· The risks set forth in Item 1A, Risk Factors, of our most recent Annual Report on Form 10-K;
· Modifications and termination of client contracts;
· Control and operational issues pertaining to business activities that we conduct pursuant to joint ventures with other parties;
· Difficulties we may incur in implementing our acquisition strategy;
· The need to retain and recruit key technical and management personnel; and
· Unexpected adjustments and cancellations related to our backlog.
Other factors that may affect our businesses, financial position or results of operations include:
· Unexpected further delays in collections from clients located in the Middle East;
· Special risks of our ability to obtain debt financing or otherwise raise capital to meet required working capital needs and to support potential future acquisition activities;
· Special risks of international operations, including uncertain political and economic environments, acts of terrorism or war, potential incompatibilities with foreign joint venture partners, foreign currency fluctuations, civil disturbances and labor issues; and
· Special risks of contracts with governmental entities, including the failure of applicable governing authorities to take necessary actions to secure or maintain funding for particular projects with us, the unilateral termination of contracts by the government and reimbursement obligations to the government for funds previously received.
We assume no obligation to update or revise any forward-looking statements.
HILL INTERNATIONAL, INC. AND SUBDISIARIES
PART I FINANCIAL INFORMATION
HILL INTERNATIONAL, INC. AND SUBSIDIARIES
(In thousands, except per share data)
|
|
June 30, 2016 |
|
December 31, 2015 |
| ||
|
|
(unaudited) |
|
|
| ||
Assets |
|
|
|
|
| ||
Cash and cash equivalents |
|
$ |
24,922 |
|
$ |
24,089 |
|
Cash - restricted |
|
3,083 |
|
4,435 |
| ||
Accounts receivable, less allowance for doubtful accounts of $64,901 and $63,748 |
|
233,860 |
|
243,417 |
| ||
Accounts receivable - affiliate |
|
7,413 |
|
5,205 |
| ||
Prepaid expenses and other current assets |
|
9,559 |
|
10,299 |
| ||
Income taxes receivable |
|
4,854 |
|
4,146 |
| ||
Total current assets |
|
283,691 |
|
291,591 |
| ||
Property and equipment, net |
|
21,931 |
|
23,751 |
| ||
Cash - restricted, net of current portion |
|
1,049 |
|
259 |
| ||
Retainage receivable |
|
15,352 |
|
2,638 |
| ||
Acquired intangibles, net |
|
12,644 |
|
14,659 |
| ||
Goodwill |
|
76,230 |
|
74,893 |
| ||
Investments |
|
4,202 |
|
8,386 |
| ||
Deferred income tax assets |
|
19,584 |
|
19,724 |
| ||
Other assets |
|
6,468 |
|
6,662 |
| ||
Total assets |
|
$ |
441,151 |
|
$ |
442,563 |
|
Liabilities and Stockholders Equity |
|
|
|
|
| ||
|
|
|
|
|
| ||
Current maturities of notes payable |
|
$ |
4,238 |
|
$ |
4,357 |
|
Accounts payable and accrued expenses |
|
102,629 |
|
112,457 |
| ||
Income taxes payable |
|
4,160 |
|
9,064 |
| ||
Deferred revenue |
|
10,183 |
|
11,310 |
| ||
Other current liabilities |
|
9,681 |
|
5,860 |
| ||
Total current liabilities |
|
130,891 |
|
143,048 |
| ||
Notes payable, net of current maturities |
|
141,108 |
|
140,626 |
| ||
Retainage payable |
|
2,460 |
|
1,929 |
| ||
Deferred income taxes |
|
16,411 |
|
16,341 |
| ||
Deferred revenue |
|
19,062 |
|
11,919 |
| ||
Other liabilities |
|
11,120 |
|
10,661 |
| ||
Total liabilities |
|
321,052 |
|
324,524 |
| ||
Commitments and contingencies |
|
|
|
|
| ||
Stockholders equity: |
|
|
|
|
| ||
Preferred stock, $.0001 par value; 1,000 shares authorized, none issued |
|
|
|
|
| ||
Common stock, $.0001 par value; 100,000 shares authorized, 58,707 shares and 58,335 shares issued at June 30, 2016 and December 31, 2015, respectively |
|
6 |
|
6 |
| ||
Additional paid-in capital |
|
188,400 |
|
188,869 |
| ||
Retained earnings |
|
4,145 |
|
1,205 |
| ||
Accumulated other comprehensive loss |
|
(45,082 |
) |
(46,866 |
) | ||
|
|
147,469 |
|
143,214 |
| ||
Less treasury stock of 6,959 shares and 6,743 shares at June 30, 2016 and December 31, 2015, at cost |
|
(29,974 |
) |
(29,245 |
) | ||
Hill International, Inc. share of equity |
|
117,495 |
|
113,969 |
| ||
Noncontrolling interests |
|
2,604 |
|
4,070 |
| ||
Total equity |
|
120,099 |
|
118,039 |
| ||
Total liabilities and stockholders equity |
|
$ |
441,151 |
|
$ |
442,563 |
|
See accompanying notes to consolidated financial statements.
HILL INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
(Unaudited)
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
| ||||||||
|
|
2016 |
|
2015 |
|
2016 |
|
2015 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Consulting fee revenue |
|
$ |
152,614 |
|
$ |
159,738 |
|
$ |
309,919 |
|
$ |
310,879 |
|
Reimbursable expenses |
|
22,975 |
|
21,910 |
|
41,891 |
|
41,037 |
| ||||
Total revenue |
|
175,589 |
|
181,648 |
|
351,810 |
|
351,916 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Cost of services |
|
89,748 |
|
92,400 |
|
183,811 |
|
178,829 |
| ||||
Reimbursable expenses |
|
22,975 |
|
21,910 |
|
41,891 |
|
41,037 |
| ||||
Total direct expenses |
|
112,723 |
|
114,310 |
|
225,702 |
|
219,866 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Gross profit |
|
62,866 |
|
67,338 |
|
126,108 |
|
132,050 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Selling, general and administrative expenses |
|
54,642 |
|
56,652 |
|
112,367 |
|
115,575 |
| ||||
Share of loss of equity method affiliates |
|
31 |
|
34 |
|
16 |
|
217 |
| ||||
Operating profit |
|
8,193 |
|
10,652 |
|
13,725 |
|
16,258 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Interest expense and related financing fees, net |
|
3,338 |
|
3,531 |
|
6,735 |
|
7,105 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Earnings before income taxes |
|
4,855 |
|
7,121 |
|
6,990 |
|
9,153 |
| ||||
Income tax expense |
|
3,378 |
|
2,586 |
|
4,059 |
|
3,770 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Net earnings |
|
1,477 |
|
4,535 |
|
2,931 |
|
5,383 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Less: net earnings (loss) noncontrolling interests |
|
(13 |
) |
140 |
|
(9 |
) |
286 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Net earnings attributable to Hill International, Inc. |
|
$ |
1,490 |
|
$ |
4,395 |
|
$ |
2,940 |
|
$ |
5,097 |
|
|
|
|
|
|
|
|
|
|
| ||||
Basic earnings per common share - Hill International, Inc. |
|
$ |
0.03 |
|
$ |
0.09 |
|
$ |
0.06 |
|
$ |
0.10 |
|
Basic weighted average common shares outstanding |
|
51,727 |
|
50,483 |
|
51,679 |
|
50,429 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Diluted earnings per common share - Hill International, Inc. |
|
$ |
0.03 |
|
$ |
0.09 |
|
$ |
0.06 |
|
$ |
0.10 |
|
Diluted weighted average common shares outstanding |
|
51,948 |
|
51,495 |
|
51,777 |
|
51,010 |
|
See accompanying notes to consolidated financial statements.
HILL INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(In thousands)
(Unaudited)
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
| ||||||||
|
|
2016 |
|
2015 |
|
2016 |
|
2015 |
| ||||
Consolidated net earnings |
|
$ |
1,477 |
|
$ |
4,535 |
|
$ |
2,931 |
|
$ |
5,383 |
|
Foreign currency translation adjustment, net of tax |
|
(53 |
) |
2,150 |
|
381 |
|
(7,280 |
) | ||||
Other, net |
|
22 |
|
(76 |
) |
56 |
|
(135 |
) | ||||
Comprehensive earnings (loss) |
|
1,446 |
|
6,609 |
|
3,368 |
|
(2,032 |
) | ||||
Comprehensive loss attributable to noncontrolling interests |
|
(603 |
) |
(2,572 |
) |
(1,355 |
) |
(3,736 |
) | ||||
Comprehensive earnings attributable to Hill International, Inc. |
|
$ |
2,049 |
|
$ |
9,181 |
|
$ |
4,723 |
|
$ |
1,704 |
|
See accompanying notes to consolidated financial statements.
HILL INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|
Six Months Ended June 30, |
| ||||
|
|
2016 |
|
2015 |
| ||
Cash flows from operating activities: |
|
|
|
|
| ||
Net earnings |
|
$ |
2,931 |
|
$ |
5,383 |
|
Adjustments to reconcile net earnings to net cash used in operating activities: |
|
|
|
|
| ||
Depreciation and amortization |
|
5,200 |
|
5,423 |
| ||
Provision for bad debts |
|
3,326 |
|
2,441 |
| ||
Amortization of deferred loan fees |
|
889 |
|
889 |
| ||
Deferred tax expense |
|
605 |
|
(1,033 |
) | ||
Share based compensation |
|
1,257 |
|
1,461 |
| ||
Changes in operating assets and liabilities, net: |
|
|
|
|
| ||
Restricted cash |
|
633 |
|
229 |
| ||
Accounts receivable |
|
7,237 |
|
(52,404 |
) | ||
Accounts receivable - affiliate |
|
(2,208 |
) |
(3,564 |
) | ||
Prepaid expenses and other current assets |
|
844 |
|
(437 |
) | ||
Income taxes receivable |
|
(622 |
) |
(1,347 |
) | ||
Retainage receivable |
|
(12,714 |
) |
368 |
| ||
Other assets |
|
4,104 |
|
(1,826 |
) | ||
Accounts payable and accrued expenses |
|
(11,060 |
) |
30,562 |
| ||
Income taxes payable |
|
(5,013 |
) |
548 |
| ||
Deferred revenue |
|
5,546 |
|
5,067 |
| ||
Other current liabilities |
|
1,116 |
|
(811 |
) | ||
Retainage payable |
|
68 |
|
458 |
| ||
Other liabilities |
|
430 |
|
1,124 |
| ||
Net cash provided by (used in) operating activities |
|
2,569 |
|
(7,469 |
) | ||
Cash flows from investing activities: |
|
|
|
|
| ||
Purchase of business, net of cash acquired |
|
|
|
(4,384 |
) | ||
Payments for purchase of property and equipment |
|
(783 |
) |
(9,059 |
) | ||
Net cash used in investing activities |
|
(783 |
) |
(13,443 |
) | ||
Cash flows from financing activities: |
|
|
|
|
| ||
Payments on term loans |
|
(600 |
) |
(600 |
) | ||
Net borrowings on revolving loans |
|
348 |
|
24,845 |
| ||
Proceeds from Philadelphia Industrial Development Corporation loan |
|
|
|
750 |
| ||
Payments on Philadelphia Industrial Development Corporation loan |
|
(27 |
) |
(13 |
) | ||
Dividends paid to noncontrolling interest |
|
(111 |
) |
(130 |
) | ||
Proceeds from stock issued under employee stock purchase plan |
|
10 |
|
32 |
| ||
Proceeds from exercise of stock options |
|
204 |
|
137 |
| ||
Net cash (used in ) provided by financing activities |
|
(176 |
) |
25,021 |
| ||
Effect of exchange rate changes on cash |
|
(777 |
) |
(2,662 |
) | ||
Net increase in cash and cash equivalents |
|
833 |
|
1,447 |
| ||
Cash and cash equivalents beginning of period |
|
24,089 |
|
30,124 |
| ||
Cash and cash equivalents end of period |
|
$ |
24,922 |
|
$ |
31,571 |
|
See accompanying notes to consolidated financial statements.
HILL INTERNATIONAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
Note 1 - The Company
Hill International, Inc. (Hill or the Company) is a professional services firm that provides program management, project management, construction management, construction claims and other consulting services primarily to the buildings, transportation, environmental, energy and industrial markets worldwide. Hills clients include the U.S. federal government, U.S. state and local governments, foreign governments and the private sector. The Company is organized into two key operating divisions: the Project Management Group and the Construction Claims Group.
Note 2 Basis of Presentation
The accompanying unaudited interim consolidated financial statements were prepared in accordance with the rules and regulations of the Securities and Exchange Commission pertaining to reports on Form 10-Q and should be read in conjunction with the consolidated financial statements and accompanying notes included in the Companys Annual Report on Form 10-K for the year ended December 31, 2015. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (GAAP) for complete financial statements. In the opinion of management, these statements include all adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of the consolidated financial statements. The consolidated financial statements include the accounts of Hill and its wholly- and majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The interim operating results are not necessarily indicative of the results for a full year.
Note 3 Liquidity
The amount of CFR attributable to operations in the Middle East and Africa has grown from approximately 32% in 2011 to approximately 51% of total consolidated CFR in the first half of 2016. There has been significant political upheaval and civil unrest in this region during this period. The Company has recently experienced a slowdown in its collections from its clients in the Middle East primarily due to the recent drop in oil prices. This has put a considerable strain on the Companys liquidity. As a result, the Company has had to rely heavily on debt and equity transactions to fund its operations. See Note 4 for a further discussion of issues related to our liquidity.
Note 4 Accounts Receivable
The components of accounts receivable are as follows (in thousands):
|
|
June 30, 2016 |
|
December 31, 2015 |
| ||
Billed |
|
$ |
257,032 |
|
$ |
267,592 |
|
Retainage, current portion |
|
3,904 |
|
13,660 |
| ||
Unbilled |
|
37,825 |
|
25,913 |
| ||
|
|
298,761 |
|
307,165 |
| ||
Allowance for doubtful accounts |
|
(64,901 |
) |
(63,748 |
) | ||
|
|
$ |
233,860 |
|
$ |
243,417 |
|
In 2012, the Company commenced operations on the Muscat International Airport (the Oman Airport) project with the Ministry of Transportation and Communications (the MOTC) in Oman. The original contract term expired in November 2014. In October 2014, the Company applied for a twelve-month extension of time amendment (the first extension) which was subsequently approved in March 2016, and the Company continued to work on the Oman Airport project. The Company began to experience some delays in payment during the second quarter of 2015 when MOTC commenced its formal review and certification of the Companys invoices. In December 2015, the Company began discussions with the MOTC on a second extension of time amendment, which was approved in March 2016, and has since commenced additional work, which management expects to last approximately 18 months. When the MOTC resumed payments in 2016, the Company received approximately $15,000,000 in March, approximately $1,800,000 in April and approximately $14,100,000 in June. At June 30, 2016, accounts receivable from Oman totaled approximately $31,400,000 of which approximately $15,200,000 was past due. Management expects to collect approximately $14,300,000 against the past-due accounts receivable in the third quarter of 2016.
Any additional delays in payments from MOTC or other foreign governments may have a negative impact on the Companys liquidity, financial covenants, financial positions and results of operations.
Note 5 Intangible Assets
The following table summarizes the Companys acquired intangible assets (in thousands):
|
|
June 30, 2016 |
|
December 31, 2015 |
| ||||||||
|
|
Gross |
|
|
|
Gross |
|
|
| ||||
|
|
Carrying |
|
Accumulated |
|
Carrying |
|
Accumulated |
| ||||
|
|
Amount |
|
Amortization |
|
Amount |
|
Amortization |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Client relationships |
|
$ |
34,145 |
|
$ |
23,329 |
|
$ |
34,891 |
|
22,668 |
| |
Acquired contract rights |
|
2,342 |
|
1,916 |
|
12,256 |
|
11,287 |
| ||||
Trade names |
|
2,776 |
|
1,374 |
|
2,704 |
|
1,237 |
| ||||
Total |
|
$ |
39,263 |
|
$ |
26,619 |
|
$ |
49,851 |
|
$ |
35,192 |
|
Intangible assets, net |
|
$ |
12,644 |
|
|
|
$ |
14,659 |
|
|
| ||
Amortization expense related to intangible assets was as follows (in thousands):
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
| ||||||||
|
|
2016 |
|
2015 |
|
2016 |
|
2015 |
| ||||
|
|
$ |
1,153 |
|
$ |
1,611 |
|
$ |
2,438 |
|
$ |
3,031 |
|
The following table presents the estimated amortization expense based on our present intangible assets for the next five years (in thousands):
|
|
Estimated |
| |
|
|
Amortization |
| |
Year Ending December 31, |
|
Expense |
| |
|
|
|
| |
2016 (remaining 6 months) |
|
$ |
1,975 |
|
2017 |
|
3,153 |
| |
2018 |
|
2,055 |
| |
2019 |
|
1,787 |
| |
2020 |
|
1,295 |
| |
Note 6 Goodwill
The following table summarizes the changes in the Companys carrying value of goodwill during 2016 (in thousands):
|
|
Project |
|
Construction |
|
Total |
| |||
|
|
Management |
|
Claims |
|
Goodwill |
| |||
Balance, December 31, 2015 |
|
$ |
49,739 |
|
$ |
25,154 |
|
$ |
74,893 |
|
Additions |
|
|
|
|
|
|
| |||
Translation adjustments |
|
2,560 |
|
(1,223 |
) |
1,337 |
| |||
Balance, June 30, 2016 |
|
$ |
52,299 |
|
$ |
23,931 |
|
$ |
76,230 |
|
Note 7 Accounts Payable and Accrued Expenses
Below are the components of accounts payable and accrued expenses (in thousands):
|
|
June 30, 2016 |
|
December 31, 2015 |
| ||
Accounts payable |
|
$ |
33,076 |
|
$ |
44,200 |
|
Accrued payroll |
|
49,285 |
|
50,724 |
| ||
Accrued subcontractor fees |
|
6,364 |
|
5,905 |
| ||
Accrued agency fees |
|
5,245 |
|
6,564 |
| ||
Accrued legal and professional fees |
|
1,007 |
|
1,186 |
| ||
Other accrued expenses |
|
7,652 |
|
3,878 |
| ||
|
|
$ |
102,629 |
|
$ |
112,457 |
|
Note 8 Notes Payable and Long-Term Debt
Outstanding debt obligations are as follows (in thousands):
|
|
June 30, 2016 |
|
December 31, 2015 |
| ||
|
|
|
|
|
| ||
Term Loan Facility |
|
$ |
112,895 |
|
$ |
112,906 |
|
Domestic Revolving Credit Facility |
|
17,000 |
|
17,500 |
| ||
International Revolving Credit Facility |
|
11,735 |
|
10,715 |
| ||
Borrowings under revolving credit facilities with a consortium of banks in Spain |
|
3,033 |
|
3,013 |
| ||
Borrowing from Philadelphia Industrial Development Corporation |
|
683 |
|
710 |
| ||
Other notes payable |
|
|
|
139 |
| ||
|
|
145,346 |
|
144,983 |
| ||
Less current maturities |
|
4,238 |
|
4,357 |
| ||
Notes payable and long-term debt, net of current maturities |
|
$ |
141,108 |
|
$ |
140,626 |
|
The Company and its subsidiary Hill International N.V. (the Subsidiary) are parties to a credit agreement with Société Générale (the Agent), TD Bank, N.A. and HSBC Bank USA, N.A. (collectively, the U.S. Lenders) consisting of a term loan facility of $120,000,000 (the Term Loan Facility) and a $30,000,000 U.S. dollar-denominated facility available to the Company (the U.S. Revolver, together with the Term Loan Facility, the U.S. Credit Facilities) and a credit agreement with the Agent (the International Lender) providing a 11,765,000 ($15,000,000 at closing and $13,086,000 at June 30, 2016) credit facility which is available to the Subsidiary (the International Revolver and together with the U.S. Revolver, the Revolving Credit Facilities and, together with the U.S. Credit Facilities, the Secured Credit Facilities). The U.S. Revolver and the International Revolver include sub-limits for letters of credit amounting to $25,000,000 and $10,000,000, respectively.
The Secured Credit Facilities contain customary default provisions, representations and warranties, and affirmative and negative covenants, and require the Company to comply with certain financial and reporting covenants. The financial covenants consist of a Maximum Consolidated Net Leverage Ratio and an Excess Account Concentration requirement. The Consolidated Net Leverage Ratio is the ratio of consolidated total debt (minus cash of up to $10,000,000 held in the aggregate) to consolidated earnings before interest, taxes, depreciation, amortization, share-based compensation and other non-cash charges for the trailing twelve months. The Excess Account Concentration covenant permits the U. S. Lenders and the International Lender to increase the interest rates by 2.0% if, as of the last day of any fiscal quarter, either (a) the total of accounts receivable from all clients within any country not listed as a Permitted Country as defined in the Secured Credit Facilities (other than the United Arab Emirates) that are more than 120 days old (relative to the invoice date) constitute more than 10% of the total outstanding accounts receivable or (b) the total of accounts receivable from all clients located in the United Arab Emirates that are more than 120 days old (relative to the invoice date) constitute more than 14% of the total outstanding accounts receivable. The interest rate will be reset as soon as the accounts receivable over 120 days decline below the 10% or 14% levels. At June 30, 2016, the related accounts receivable did not exceed the limits described above.
The following compares the Maximum Consolidated Net Leverage Ratio to the actual consolidated net leverage ratio:
Period Ended |
|
Not to exceed |
|
Actual |
|
June 30, 2016 |
|
3.00 to 1.00 |
|
2.86 to 1.00 |
|
The U.S. Credit Facilities are guaranteed by certain U.S. subsidiaries of the Company, and the International Revolver is guaranteed by the Company and certain of the Companys U.S. and non-U.S. subsidiaries.
Term Loan Facility
The interest rate on the Term Loan Facility will be, at the Companys option, either:
· the London Inter-Bank Offered Rate (LIBOR) for the relevant interest period plus 6.75% per annum, provided that such LIBOR shall not be lower than 1.00% per annum; or
· the Base Rate (as described below) plus 5.75% per annum.
The Base Rate is a per annum rate equal to the highest of (A) the prime rate, (B) the federal funds effective rate plus 0.50%, or (C) the LIBOR for an interest period of one month plus 1.0% per annum. Upon a default, the applicable rate of interest under the Secured Credit Facilities may increase by 2.0%. The LIBOR on the Term Loan Facilities (including when determining the Base Rate) shall in no event be less than 1.0% per annum.
At June 30, 2016, the interest rate on the Term Loan was 7.75%.
The Company has the right to prepay the Term Loan Facility in full or in part at any time without premium or penalty. The Company is required to make mandatory prepayments of the Term Loan Facility, without premium or penalty, (i) with net proceeds of any issuance or incurrence of indebtedness (other than that permitted under the Term Loan Facility) by the Company after the closing, (ii) with net proceeds from certain asset sales outside the ordinary course of business, and (iii) with 50% of the excess cash flow (as defined in the agreement) for each fiscal year of the Borrowers commencing with the first full fiscal year ending after closing (which percentage would be reduced to 25% if the Consolidated Net Leverage Ratio is equal to or less than 2.25 to 1.00 or reduced to 0% if the Consolidated Net Leverage Ratio is equal to or less than 1.50 to 1.00).
The Term Loan Facility is generally secured by a first-priority security interest in substantially all assets of the Company and certain of the Companys U.S. subsidiaries other than accounts receivable, cash proceeds thereof and certain bank accounts, as to which the Term Loan Facility is secured by a second-priority security interest.
The Term Loan Facility has a term of six years, requires repayment of 0.25% of the original principal amount on a quarterly basis through September 30, 2020, the maturity date. Any amounts repaid on the Term Loan Facility will not be available to be re-borrowed.
The Company incurred fees and expenses related to the Term Loan Facility aggregating $7,066,000 which have been deferred. The deferred fees are being amortized on a straight-line basis, which approximates the effective interest method, to interest and related financing fees, net over a six-year period which ends on September 30, 2020. Unamortized balances of $5,005,000 and $5,594,000 are included as an offset against the Term Loan balances in the consolidated balance sheets at June 30, 2016 and December 31, 2015, respectively.
Revolving Credit Facilities
The interest rate on borrowings under the U.S. Revolver will be, at the Companys option from time to time, either the LIBOR for the relevant interest period plus 3.75% per annum or the Base Rate plus 2.75% per annum. At June 30, 2016, the interest rate was 6.25%.
The interest rate on borrowings under the International Revolver will be the European Inter-Bank Offered Rate, or EURIBOR, for the relevant interest period (or at a substitute rate to be determined to the extent EURIBOR is not available) plus 4.00% per annum. At June 30, 2016, the interest rate was 4.00%.
The Company will pay a commitment fee calculated at 0.50% annually on the average daily unused portion of the U.S. Revolver, and the Subsidiary will pay a commitment fee calculated at 0.75% annually on the average daily unused portion of the International Revolver.
The ability to borrow under each of the U.S. Revolver and the International Revolver is subject to a borrowing base, calculated using a formula based upon approximately 85% of receivables that meet or satisfy certain criteria (Eligible Receivables) and that are subject to a perfected security interest held by either the U.S. Lenders or the International Lender, plus, in the case of the International Revolver only, 10% of Eligible Receivables that are not subject to a perfected security interest held by the International Lender, subject to certain exceptions and restrictions.
The Company or the Subsidiary, as applicable, will be required to make mandatory prepayments under their respective Revolving Credit Facilities to the extent that the aggregate outstanding amount thereunder exceeds the then-applicable borrowing base, which payments will be made without penalty or premium. At June 30, 2016, the domestic borrowing base was $30,000,000 and the international borrowing base was 11,765,000 (approximately $13,086,000 at June 30, 2016).
Generally, the obligations of the Company under the U.S. Revolver are secured by a first-priority security interest in the above-referenced accounts receivable, cash proceeds and bank accounts of the Company and certain of the Companys U.S. subsidiaries, and a second-priority security interest in substantially all other assets of the Company and such subsidiaries. The obligations of the Subsidiary under the International Revolver would generally be secured by a first-priority security interest in substantially all accounts receivable, cash proceeds thereof and certain bank accounts of the Subsidiary and certain of the Companys non-U.S. subsidiaries, and a second-priority security interest in substantially all other assets of the Company and certain of the Companys U.S. and non-U.S. subsidiaries.
The Revolving Credit Facilities have a term of five years and require payment of interest only during the term. Under the Revolving Credit Facilities, outstanding loans may be repaid in whole or in part at any time, without premium or penalty, subject to certain customary limitations, and will be available to be re-borrowed from time to time through expiration on September 30, 2019.
The Company incurred fees and expenses related to the Revolving Credit Facilities aggregating $3,000,000 which has been deferred. The deferred fees are being amortized on a straight-line basis, which approximates the effective interest method, to interest expense and related financing fees, net over a five-year period which ends on September 30, 2019. Unamortized balances of $1,950,000 and $2,250,000 are included in other assets in the consolidated balance sheet at June 30, 2016 and December 31, 2015, respectively.
At June 30, 2016 the Company had $8,052,000 of outstanding letters of credit and $4,948,000 of available borrowing capacity under the U.S. Revolver.
At June 30, 2016, the Company had $1,201,000 of outstanding letters of credit and $4,035,000 of available borrowing capacity under the International Revolver and its other foreign credit agreements (See Other Debt Arrangements below for more information).
Other Debt Arrangements
In connection with the move of its corporate headquarters to Philadelphia, Pennsylvania, the Company received a loan from the Philadelphia Industrial Development Corporation in the amount of $750,000 which bears interest at 2.75%, is repayable in 144 equal monthly installments of $6,121 and matures on May 1, 2027.
The Companys subsidiary, Hill International (Spain) S.A. (Hill Spain), maintains a revolving credit facility with six banks (the Financing Entities) in Spain which initially provided for total borrowings of up to 5,640,000 with interest at 6.50% on outstanding borrowings. At December 31, 2015, total availability under this facility was reduced to 50.0% of the initial limit. At June 30, 2016, the total facility was approximately 2,670,000 (approximately $2,970,000) and borrowings outstanding were 2,652,000 (approximately $2,950,000). The amount being financed (Credit Contracts) by each Financing Entity is between 189,000 (approximately $211,000) and 769,000 (approximately $855,000). To guarantee Hill Spains obligations resulting from the Credit Contracts, Hill Spain provided a guarantee in favor of each one of the Financing Entities, which, additionally, and solely in the case of unremedied failure to make payment, and at the request of each of the Financing Entities, shall grant a first ranking pledge over a given percentage of corporate shares of Hill International Brasil Participacoes Ltda. for the principal, interest, fees, expenses or any other amount owed by
virtue of the Credit Contracts, coinciding with the percentage of credit of each Financing Entity with respect to the total outstanding borrowings under this facility. The facility expires on December 17, 2016.
Hill Spain also maintains an Instituto de Credito Oficial (ICO) loan with Bankia Bank in Spain for 75,000 (approximately $83,000) at June 30, 2016. The availability is reduced by 15,000 on a quarterly basis. At June 30, 2016, total borrowings outstanding were 75,000 (approximately $83,000). The interest rate at June 30, 2016 was 6.50%. The ICO loan expires on August 10, 2017.
The Company maintains a credit facility with the National Bank of Abu Dhabi which provides for total borrowings of up to AED 11,500,000 (approximately $3,131,000 at June 30, 2016) collateralized by certain overseas receivables. There were no borrowings outstanding as of June 30, 2016. The interest rate is the one-month Emirate Interbank Offered Rate plus 3.50% (or 4.91% at June 30, 2016) but no less than 5.50%. This facility also allows for up to AED 200,000,000 (approximately $54,452,000 at June 30, 2016) of which AED 108,190,000 (approximately $29,456,000) was outstanding at June 30, 2016. The credit facility is subject to periodic review by the bank.
Engineering S.A. maintains four unsecured revolving credit facilities with two banks in Brazil aggregating 2,380,000 Brazilian Reais (BRL) (approximately $734,000 at June 30, 2016), with a weighted average interest rate of 5.02% per month at June 30, 2016. There were no borrowings outstanding on any of these facilities which are renewed automatically every three months.
The Company also maintains relationships with other foreign banks for the issuance of letters of credit, letters of guarantee and performance bonds in a variety of foreign currencies. At June 30, 2016, the maximum U.S. dollar equivalent of the commitments was $89,169,000 of which $37,975,000 is outstanding.
Note 9 Supplemental Cash Flow Information
The following table provides additional cash flow information (in thousands):
|
|
Six Months Ended June 30, |
| ||||
|
|
2016 |
|
2015 |
| ||
Interest and related financing fees paid |
|
$ |
5,924 |
|
$ |
6,174 |
|
|
|
|
|
|
| ||
Income taxes paid |
|
$ |
7,390 |
|
$ |
1,258 |
|
|
|
|
|
|
| ||
Increase in other current liabilities and decrease in additional paid-in capital related to ESA Put Options |
|
$ |
2,670 |
|
$ |
|
|
Increase in property and equipment from a tenant improvement allowance related to the relocation of the corporate headquarters |
|
$ |
|
|
$ |
3,894 |
|
|
|
|
|
|
| ||
Increase in additional paid in capital from issuance of shares of common stock related to purchase of CPI |
|
$ |
|
|
$ |
530 |
|
|
|
|
|
|
| ||
Increase in additional paid in capital from issuance of shares of common stock from cashless exercise of stock options |
|
$ |
729 |
|
$ |
361 |
|
Note 10 Earnings per Share
Basic earnings per common share has been computed using the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share incorporates the incremental shares issuable upon the assumed exercise of stock options using the treasury stock method, if dilutive. Dilutive stock options increased the average common shares outstanding by approximately 221,000 shares for the three months ended June 30, 2016 and by approximately 98,000 shares for the six months
ended June 30, 2016. Options to purchase 2,906,000 shares and 5,631,000 shares were excluded from the calculation of diluted earnings per common share for the three and six months ended June 30, 2016 because they were antidilutive. Dilutive stock options increased the average common shares outstanding by approximately 1,012,000 shares for the three months ended June 30, 2015 and by approximately 581,000 shares for the six months ended June 30, 2015. Options to purchase 3,198,000 shares and 3,871,000 shares were excluded from the calculation of diluted earnings per common share for the three and six months ended June 30, 2015 because they were antidilutive.
Note 11 Share-Based Compensation
At June 30, 2016, the Company had approximately 6,944,000 options outstanding with a weighted average exercise price of $4.10. During the six months ended June 30, 2016, the Company granted 765,000 options which vest over a five-year period and 10,000 options which vested immediately. The options have a weighted-average exercise price of $4.30 and a weighted average contractual life of 6.97 years. The aggregate fair value of the options was $1,075,000 calculated using the Black-Scholes valuation model. The weighted average assumptions used to calculate fair value were: expected life 4.97 years; volatility 57.4% and risk-free interest rate 1.24%. During the first six months of 2016, options for approximately 365,000 shares with a weighted average exercise price of $2.61 were exercised, options for approximately 1,096,000 shares with a weighted average exercise price of $6.88 lapsed and options for 82,000 shares with a weighted average exercise price of $4.24 lapsed.
During the six months ended June 30, 2016, employees purchased approximately 4,000 common shares, for an aggregate purchase price of $11,000, pursuant to the Companys 2008 Employee Stock Purchase Plan.
The Company recognized share-based compensation expense in selling, general and administrative expenses in the consolidated statement of operations totaling $599,000 and $700,000 for the three months ended June 30, 2016 and 2015, respectively, and $1,257,000 and $1,461,000 for the six months ended June 30, 2016 and 2015, respectively.
Note 12 Stockholders Equity
The following table summarizes the changes in stockholders equity during the six months ended June 30, 2016 (in thousands):
|
|
|
|
Hill International, |
|
Noncontrolling |
| |||
|
|
Total |
|
Inc. Stockholders |
|
Interests |
| |||
Stockholders equity, December 31, 2015 |
|
$ |
118,039 |
|
$ |
113,969 |
|
$ |
4,070 |
|
Net earnings |
|
2,931 |
|
2,940 |
|
(9 |
) | |||
Other comprehensive (loss) |
|
437 |
|
1,783 |
|
(1,346 |
) | |||
Comprehensive earnings (loss) |
|
3,368 |
|
4,723 |
|
(1,355 |
) | |||
Additional paid in capital |
|
2,202 |
|
2,202 |
|
|
| |||
Acquisition of treasury stock |
|
(729 |
) |
(729 |
) |
|
| |||
Adjustment related to ESA Put Options |
|
(2,670 |
) |
(2,670 |
) |
|
| |||
Dividends paid to noncontrolling interest |
|
(111 |
) |
|
|
(111 |
) | |||
Stockholders equity, June 30, 2016 |
|
$ |
120,099 |
|
$ |
117,495 |
|
$ |
2,604 |
|
During March 2016, certain officers exercised an aggregate of 297,489 options with an exercise price of $2.45 through the Company on a cashless basis. The Company withheld 215,158 shares as payment for the options and placed those shares in treasury. The officers received a total of 112,331 shares from this transaction.
During the six months ended June 30, 2016, the Company received $204,000 in cash from the exercise of stock options.
Note 13 Income Taxes
The effective tax rates for the three months ended June 30, 2016 and 2015 were 69.6% and 36.3%, respectively, and 58.1% and 41.2% for the six months ended June 30, 2016 and 2015, respectively. The Companys effective tax rate
represents the Companys estimated tax rate for the year based on projected income and mix of income among the various foreign tax jurisdictions, adjusted for discrete transactions occurring during the period. The Company recognized an income tax expense (benefit) related to an increase in the reserve for uncertain tax positions totaling $0 and $245,000 for the three months ended June 30, 2016 and 2015 and $(14,000) and $ 245,000 for the six months ended June 30, 2016 and 2015. In addition, the Company recognized an income tax expense (benefit) resulting from adjustments to agree the prior years book amounts to the actual amounts per the tax returns totaling $535,000 and $(85,000) for the three months ended June 30, 2016 and 2015, respectively, and $535,000 and $0 for the six months ended June 30, 2016 and 2015, respectively. The Companys effective tax rate in both years is higher than it otherwise would be primarily as a result of not recording an income tax benefit related to the U.S. net operating loss and various foreign withholding taxes.
The components of earnings (loss) before income taxes and the related income tax expense by United States and foreign jurisdictions were as follows (in thousands):
|
|
Three Months Ended June 30, 2016 |
|
Three Months Ended June 30, 2015 |
| ||||||||||||||
|
|
U.S. |
|
Foreign |
|
Total |
|
U.S. |
|
Foreign |
|
Total |
| ||||||
Earnings (loss) before income taxes |
|
$ |
(4,962 |
) |
$ |
9,817 |
|
$ |
4,855 |
|
$ |
(6,191 |
) |
$ |
13,312 |
|
$ |
7,121 |
|
Income tax expense, net |
|
$ |
|
|
$ |
3,378 |
|
$ |
3,378 |
|
$ |
|
|
$ |
2,586 |
|
$ |
2,586 |
|
|
|
Six Months Ended June 30, 2016 |
|
Six Months Ended June 30, 2015 |
| ||||||||||||||
|
|
U.S. |
|
Foreign |
|
Total |
|
U.S. |
|
Foreign |
|
Total |
| ||||||
Earnings (loss) before income taxes |
|
$ |
(13,488 |
) |
$ |
20,478 |
|
$ |
6,990 |
|
$ |
(16,631 |
) |
$ |
25,784 |
|
$ |
9,153 |
|
Income tax expense, net |
|
$ |
|
|
$ |
4,059 |
|
$ |
4,059 |
|
$ |
|
|
$ |
3,770 |
|
$ |
3,770 |
|
The reserve for uncertain tax positions amounted to $939,000 and $996,000 at June 30, 2016 and December 31, 2015, respectively, and is included in Other liabilities in the consolidated balance sheets at those dates.
The Companys policy is to record income tax related interest and penalties in income tax expense. At both June 30, 2016 and December 31, 2015, potential interest and penalties related to uncertain tax positions amounting to $500,000 was included in the balance above.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities and projected future taxable income in making this assessment. Management evaluates the need for valuation allowances on the deferred tax assets according to the provisions of ASC740, Income Taxes. They consider both positive and negative evidence. In making this determination, management assesses all of the evidence available at the time including recent earnings, internally-prepared income projections, and historical financial performance.
Note 14 Business Segment Information
The Companys business segments reflect how executive management makes resource decisions and assesses its performance. The Company bases these decisions on the type of services provided (Project Management and Construction Claims) and secondarily by their geography (U.S./Canada, Latin America, Europe, the Middle East, Africa and Asia/Pacific).
The Project Management business segment provides extensive construction and project management services to construction owners worldwide. Such services include program management, project management, construction
management, project management oversight, troubled project turnaround, staff augmentation, project labor agreement consulting, commissioning, estimating and cost management, labor compliance and facilities management services.
The Construction Claims business segment provides such services as claims consulting, management consulting, litigation support, expert witness testimony, cost/damages assessment, delay/disruption analysis, adjudication, lender advisory, risk management, forensic accounting, fraud investigation, Project Neutral and international arbitration services to clients worldwide.
The Company evaluates the performance of its segments primarily on operating profit before corporate overhead allocations and income taxes.
The following tables reflect the required disclosures for the Companys reportable segments (in thousands):
Consulting Fee Revenue (CFR)
|
|
Three Months Ended June 30, |
| ||||||||
|
|
2016 |
|
2015 |
| ||||||
Project Management |
|
$ |
110,126 |
|
72.2 |
% |
$ |
116,464 |
|
72.9 |
% |
Construction Claims |
|
42,488 |
|
27.8 |
|
43,274 |
|
27.1 |
| ||
Total |
|
$ |
152,614 |
|
100.0 |
% |
$ |
159,738 |
|
100.0 |
% |
Total Revenue
|
|
Three Months Ended June 30, |
| ||||||||
|
|
2016 |
|
2015 |
| ||||||
Project Management |
|
$ |
131,845 |
|
75.1 |
% |
$ |
137,052 |
|
75.4 |
% |
Construction Claims |
|
43,744 |
|
24.9 |
|
44,596 |
|
24.6 |
| ||
Total |
|
$ |
175,589 |
|
100.0 |
% |
$ |
181,648 |
|
100.0 |
% |
Operating Profit:
|
|
Three Months Ended June 30, |
| ||||
|
|
2016 |
|
2015 |
| ||
Project Management before equity in loss of affiliate |
|
$ |
11,618 |
|
$ |
15,041 |
|
Share of loss of equity method affiliate |
|
(31 |
) |
(34 |
) | ||
Total Project Management |
|
11,587 |
|
15,007 |
| ||
Construction Claims |
|
4,556 |
|
4,772 |
| ||
Corporate |
|
(7,950 |
) |
(9,127 |
) | ||
Total |
|
$ |
8,193 |
|
$ |
10,652 |
|
Depreciation and Amortization Expense:
|
|
Three Months Ended June 30, |
| ||||
|
|
2016 |
|
2015 |
| ||
Project Management |
|
$ |
1,638 |
|
$ |
2,077 |
|
Construction Claims |
|
752 |
|
802 |
| ||
Subtotal segments |
|
2,390 |
|
2,879 |
| ||
Corporate |
|
154 |
|
104 |
| ||
Total |
|
$ |
2,544 |
|
$ |
2,983 |
|
Consulting Fee Revenue by Geographic Region:
|
|
Three Months Ended June 30, |
| ||||||||
|
|
2016 |
|
2015 |
| ||||||
U.S./Canada |
|
$ |
41,401 |
|
27.1 |
% |
$ |
39,909 |
|
25.0 |
% |
Latin America |
|
5,804 |
|
3.8 |
|
6,855 |
|
4.3 |
| ||
Europe |
|
22,460 |
|
14.7 |
|
21,317 |
|
13.3 |
| ||
Middle East |
|
66,716 |
|
43.7 |
|
75,857 |
|
47.5 |
| ||
Africa |
|
6,895 |
|
4.5 |
|
7,041 |
|
4.4 |
| ||
Asia/Pacific |
|
9,338 |
|
6.2 |
|
8,759 |
|
5.5 |
| ||
Total |
|
$ |
152,614 |
|
100.0 |
% |
$ |
159,738 |
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
| ||
U.S. |
|
$ |
40,682 |
|
26.7 |
% |
$ |
39,159 |
|
24.5 |
% |
Non-U.S. |
|
111,932 |
|
73.3 |
|
120,579 |
|
75.5 |
| ||
Total |
|
$ |
152,614 |
|
100.0 |
% |
$ |
159,738 |
|
100.0 |
% |
During the second quarter ended June 30, 2016, consulting fee revenue for the United Arab Emirates amounted to $28,471,000 representing 18.7% of the total. No other country other than the United States accounted for 10% or more of consolidated consulting fee revenue.
During the second quarter ended June 30, 2015, consulting fee revenue for the United Arab Emirates amounted to $26,683,000 representing 16.7% of the total and Saudi Arabias consulting fee revenue amounted to $15,939,000 representing 10.0% of the total. No other country other than the United States accounted for 10% or more of consolidated consulting fee revenue.
Total Revenue by Geographic Region:
|
|
Three Months Ended June 30, |
| ||||||||
|
|
2016 |
|
2015 |
| ||||||
U.S./Canada |
|
$ |
59,612 |
|
33.9 |
% |
$ |
56,275 |
|
31.0 |
% |
Latin America |
|
5,862 |
|
3.3 |
|
6,881 |
|
3.8 |
| ||
Europe |
|
23,449 |
|
13.4 |
|
22,306 |
|
12.3 |
| ||
Middle East |
|
69,480 |
|
39.6 |
|
79,232 |
|
43.6 |
| ||
Africa |
|
7,801 |
|
4.4 |
|
8,040 |
|
4.4 |
| ||
Asia/Pacific |
|
9,385 |
|
5.4 |
|
8,914 |
|
4.9 |
| ||
Total |
|
$ |
175,589 |
|
100.0 |
% |
$ |
181,648 |
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
| ||
U.S. |
|
$ |
58,834 |
|
33.5 |
% |
$ |
55,466 |
|
30.5 |
% |
Non-U.S. |
|
116,755 |
|
66.5 |
|
126,182 |
|
69.5 |
| ||
Total |
|
$ |
175,589 |
|
100.0 |
% |
$ |
181,648 |
|
100.0 |
% |
During the second quarter ended June 30, 2016, total revenue for the United Arab Emirates amounted to $29,954,000 representing 17.1% of the total. No other country except for the United States accounted for 10% or more of consolidated total revenue.
During the second quarter ended June 30, 2015, total revenue for the United Arab Emirates amounted to $29,461,000 representing 16.2% of the total. No other country except for the United States accounted for 10% or more of consolidated total revenue.
Consulting Fee Revenue By Client Type:
|
|
Three Months Ended June 30, |
| ||||||||
|
|
2016 |
|
2015 |
| ||||||
U.S. federal government |
|
$ |
2,320 |
|
1.5 |
% |
$ |
2,310 |
|
1.4 |
% |
U.S. state, regional and local governments |
|
25,074 |
|
16.4 |
|
22,200 |
|
13.9 |
| ||
Foreign governments |
|
44,962 |
|
29.5 |
|
53,699 |
|
33.6 |
| ||
Private sector |
|
80,258 |
|
52.6 |
|
81,529 |
|
51.1 |
| ||
Total |
|
$ |
152,614 |
|
100.0 |
% |
$ |
159,738 |
|
100.0 |
% |
Total Revenue By Client Type:
|
|
Three Months Ended June 30, |
| ||||||||
|
|
2016 |
|
2015 |
| ||||||
U.S. federal government |
|
$ |
2,782 |
|
1.6 |
% |
$ |
2,837 |
|
1.6 |
% |
U.S. state, regional and local governments |
|
40,496 |
|
23.1 |
|
35,454 |
|
19.5 |
| ||
Foreign governments |
|
48,242 |
|
27.5 |
|
57,587 |
|
31.7 |
| ||
Private sector |
|
84,069 |
|
47.8 |
|
85,770 |
|
47.2 |
| ||
Total |
|
$ |
175,589 |
|
100.0 |
% |
$ |
181,648 |
|
100.0 |
% |
Property, Plant and Equipment, Net by Geographic Location:
|
|
June 30, 2016 |
|
December 31, 2015 |
| ||
U.S./Canada |
|
$ |
12,565 |
|
$ |
13,581 |
|
Latin America |
|
1,049 |
|
1,031 |
| ||
Europe |
|
2,825 |
|
3,084 |
| ||
Middle East |
|
3,809 |
|
3,980 |
| ||
Africa |
|
905 |
|
1,120 |
| ||
Asia/Pacific |
|
778 |
|
955 |
| ||
Total |
|
$ |
21,931 |
|
$ |
23,751 |
|
|
|
|
|
|
| ||
U.S. |
|
$ |
12,565 |
|
$ |
13,581 |
|
Non-U.S. |
|
9,366 |
|
10,170 |
| ||
Total |
|
$ |
21,931 |
|
$ |
23,751 |
|
Consulting Fee Revenue (CFR)
|
|
Six Months Ended June 30, |
| ||||||||
|
|
2016 |
|
2015 |
| ||||||
Project Management |
|
$ |
226,705 |
|
73.1 |
% |
$ |
228,581 |
|
73.5 |
% |
Construction Claims |
|
83,214 |
|
26.9 |
|
82,298 |
|
26.5 |
| ||
Total |
|
$ |
309,919 |
|
100.0 |
% |
$ |
310,879 |
|
100.0 |
% |
Total Revenue
|
|
Six Months Ended June 30, |
| ||||||||
|
|
2016 |
|
2015 |
| ||||||
Project Management |
|
$ |
266,215 |
|
75.7 |
% |
$ |
267,047 |
|
75.9 |
% |
Construction Claims |
|
85,595 |
|
24.3 |
|
84,869 |
|
24.1 |
| ||
Total |
|
$ |
351,810 |
|
100.0 |
% |
$ |
351,916 |
|
100.0 |
% |
Operating Profit:
|
|
Six Months Ended June 30, |
| ||||
|
|
2016 |
|
2015 |
| ||
Project Management |
|
$ |
23,623 |
|
$ |
27,829 |
|
Share of loss of equity method affiliate |
|
(16 |
) |
(217 |
) | ||
Total Project Management |
|
23,607 |
|
27,612 |
| ||
Construction Claims |
|
7,429 |
|
7,105 |
| ||
Corporate |
|
(17,311 |
) |
(18,459 |
) | ||
Total |
|
$ |
13,725 |
|
$ |
16,258 |
|
Depreciation and Amortization Expense:
|
|
Six Months Ended June 30, |
| ||||
|
|
2016 |
|
2015 |
| ||
Project Management |
|
$ |
3,392 |
|
$ |
3,713 |
|
Construction Claims |
|
1,499 |
|
1,562 |
| ||
Subtotal segments |
|
4,891 |
|
5,275 |
| ||
Corporate |
|
309 |
|
148 |
| ||
Total |
|
$ |
5,200 |
|
$ |
5,423 |
|
Consulting Fee Revenue by Geographic Region:
|
|
Six Months Ended June 30, |
| ||||||||
|
|
2016 |
|
2015 |
| ||||||
U.S./Canada |
|
$ |
80,660 |
|
26.0 |
% |
$ |
75,166 |
|
24.2 |
% |
Latin America |
|
11,896 |
|
3.8 |
|
14,664 |
|
4.7 |
| ||
Europe |
|
43,602 |
|
14.1 |
|
41,429 |
|
13.3 |
| ||
Middle East |
|
142,776 |
|
46.1 |
|
150,131 |
|
48.4 |
| ||
Africa |
|
13,749 |
|
4.4 |
|
14,104 |
|
4.5 |
| ||
Asia/Pacific |
|
17,236 |
|
5.6 |
|
15,385 |
|
4.9 |
| ||
Total |
|
$ |
309,919 |
|
100.0 |
% |
$ |
310,879 |
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
| ||
U.S. |
|
$ |
79,287 |
|
25.6 |
% |
$ |
73,582 |
|
23.7 |
% |
Non-U.S. |
|
230,632 |
|
74.4 |
|
237,297 |
|
76.3 |
| ||
Total |
|
$ |
309,919 |
|
100.0 |
% |
$ |
310,879 |
|
100.0 |
% |
During the six months ended June 30, 2016, consulting fee revenue for the United Arab Emirates amounted to $61,580,000 representing 19.9% of the total. No other country except the United States accounted for 10% or more of consolidated consulting fee revenue.
During the six months ended June 30, 2015, consulting fee revenue for the United Arab Emirates amounted to $53,971,000 representing 17.4% of the total and Saudi Arabias consulting fee revenue amounted to $31,687,000 representing 10.2% of the total. No other country except the United States accounted for 10% or more of consolidated consulting fee revenue.
Total Revenue by Geographic Region:
|
|
Six Months Ended June 30, |
| ||||||||
|
|
2016 |
|
2015 |
| ||||||
U.S./Canada |
|
$ |
112,340 |
|
31.9 |
% |
$ |
105,615 |
|
30.0 |
% |
Latin America |
|
11,964 |
|
3.4 |
|
14,694 |
|
4.2 |
| ||
Europe |
|
45,369 |
|
12.9 |
|
43,720 |
|
12.4 |
| ||
Middle East |
|
149,133 |
|
42.4 |
|
155,994 |
|
44.4 |
| ||
Africa |
|
15,630 |
|
4.4 |
|
16,239 |
|
4.6 |
| ||
Asia/Pacific |
|
17,374 |
|
5.0 |
|
15,654 |
|
4.4 |
| ||
Total |
|
$ |
351,810 |
|
100.0 |
% |
$ |
351,916 |
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
| ||
U.S. |
|
$ |
110,899 |
|
31.5 |
% |
$ |
103,941 |
|
29.5 |
% |
Non-U.S. |
|
240,911 |
|
68.5 |
|
247,975 |
|
70.5 |
| ||
Total |
|
$ |
351,810 |
|
100.0 |
% |
$ |
351,916 |
|
100.0 |
% |
During the six months ended June 30, 2016, total revenue for the United Arab Emirates amounted to $64,723,000 representing 18.4% of the total. No other country except for the United States accounted for 10% or more of consolidated total revenue.
During the six months ended June 30, 2015, total revenue for the United Arab Emirates amounted to $54,988,000 representing 15.6% of the total. No other country except for the United States accounted for 10% or more of consolidated total revenue.
Consulting Fee Revenue By Client Type:
|
|
Six Months Ended June 30, |
| ||||||||
|
|
2016 |
|
2015 |
| ||||||
U.S. federal government |
|
$ |
4,870 |
|
1.6 |
% |
$ |
4,766 |
|
1.5 |
% |
U.S. state, regional and local governments |
|
48,123 |
|
15.5 |
|
42,291 |
|
13.6 |
| ||
Foreign governments |
|
97,528 |
|
31.5 |
|
108,245 |
|
34.9 |
| ||
Private sector |
|
159,398 |
|
51.4 |
|
155,577 |
|
50.0 |
| ||
Total |
|
$ |
309,919 |
|
100.0 |
% |
$ |
310,879 |
|
100.0 |
% |
Total Revenue By Client Type:
|
|
Six Months Ended June 30, |
| ||||||||
|
|
2016 |
|
2015 |
| ||||||
U.S. federal government |
|
$ |
5,722 |
|
1.6 |
% |
$ |
5,849 |
|
1.7 |
% |
U.S. state, regional and local governments |
|
75,817 |
|
21.6 |
|
66,609 |
|
18.9 |
| ||
Foreign governments |
|
104,560 |
|
29.7 |
|
115,726 |
|
32.9 |
| ||
Private sector |
|
165,711 |
|
47.1 |
|
163,732 |
|
46.5 |
| ||
Total |
|
$ |
351,810 |
|
100.0 |
% |
$ |
351,916 |
|
100.0 |
% |
Note 15 Client Concentrations
The Company had no clients that accounted for 10% or more of consulting fees during the three- and six-month periods ended June 30, 2016 and 2015, respectively.
The Company had no clients that accounted for 10% or more of total revenue during the three and six months ended June 30, 2016 and 2015, respectively.
The Company has numerous contracts with U.S. federal government agencies that collectively accounted for 1.6% of total revenue during each of the three-month periods ended June 30, 2016 and 2015 and 1.6% and 1.7% of total revenue during the six-month periods ended June 30, 2016 and 2015, respectively.
The Company has numerous contracts with U.S. federal government agencies that collectively accounted for 1.5% and 1.4% of consulting fee revenue during the three-month periods ended June 30, 2016 and 2015 and 1.6% and 1.5% of consulting revenue during the six-month periods ended June 30, 2016 and 2015, respectively.
Note 16 Commitments and Contingencies
General Litigation
From time to time, the Company is a defendant or plaintiff in various legal actions which arise in the normal course of business. As such the Company is required to assess the likelihood of any adverse outcomes to these matters as well as potential ranges of probable losses. A determination of the amount of the provision required for these commitments and contingencies, if any, which would be charged to earnings, is made after careful analysis of each matter. The provision may change in the future due to new developments or changes in circumstances. Changes in the provision could increase or decrease the Companys earnings in the period the changes are made. It is the opinion of management, after consultation with legal counsel, that the ultimate resolution of these matters will not have a material adverse effect on the Companys financial condition, results of operations or cash flows.
Acquisition-Related Contingencies
As of June 30, 2016, our subsidiary, Hill International (Spain), S.A. (Hill Spain), owned an indirect 91% interest in Engineering S.A. (ESA), a firm located in Brazil. ESAs shareholders entered into an agreement whereby the minority shareholders have a right to compel (ESA Put Option) Hill Spain to purchase any or all of their shares during the period from February 28, 2014 to February 28, 2021. Hill Spain also has the right to compel (ESA Call Option) the minority shareholders to sell any or all of their shares during the same time period. The purchase price for such shares shall be seven times the earnings before interest and taxes for ESAs most recently ended fiscal year, net of any financial debt plus excess cash multiplied by a percentage which the shares to be purchased bear to the total number of shares outstanding at the time of purchase, but in the event the ESA Call Option is exercised by Hill Spain, the purchase price shall be increased by five percent. The ESA Put Option and the ESA Call Option must be made within three months after the audited financial statements of ESA have been completed. On June 17, 2016, the three remaining minority shareholders exercised their ESA Put Option claiming a value of BRL 8,656,000 (approximately $2,670,000 at June 30, 2016). The Company accrued the liability which is included in other current liabilities and as an adjustment to additional paid-in capital in the consolidated balance sheet at June 30, 2016. The amount is subject to negotiation and any difference will be recorded upon completion of the transaction.
On October 31, 2014, our subsidiary Hill International (UK) Ltd. acquired all of the outstanding common stock of Angus Octan Scotland Ltd., which included its subsidiary companies Cadogan Consultants Ltd., Cadogan Consult Ltd. and Cadogan International Ltd. (collectively, Cadogans). The sellers of Cadogans are entitled to an earn-out based upon the average earnings before interest, taxes, depreciation and amortization for the two-year period ending on October 31, 2016 (which amount shall not be less than £0 or more than £200,000). The Company accrued the potential additional consideration of £200,000 ($269,000) which is included in other current liabilities in the consolidated balance sheet at June 30, 2016.
Two of the selling shareholders of Cadogans may receive an earn-out in annual installments of up to £100,000 ($135,000 at June 30, 2016), which will be charged to earnings, provided that Cadogans EBITDA for each of the years ending October 31, 2016, 2017, 2018 and 2019 is greater than £396,000 ($533,000).
In connection with the acquisition of IMS Proje Yonetimi ve Danismanlik A.S. (IMS) on April 15, 2015, the Company had accrued approximately TRY 6,100,000 for a Holdback Purchase Price of TRY 4,400,000 plus a potential Additional Purchase Price of (i) TRY 1,700,000 if earnings before interest, income taxes, depreciation and amortization for the twelve month period subsequent to the closing date (EBITDA) exceeds TRY 3,500,000 or (ii) TRY 1,500,000 if
EBITDA is less than TRY 3,500,000 but not less than TRY 3,200,000. During the six months ended June 30, 2016, the Company paid approximately TRY 2,909,000 (approximately $1,032,000) against the Holdback Purchase Price. The balance of the Holdback Purchase price of approximately TRY 1,491,000 (approximately $529,000) is included in other current liabilities in the consolidated balance sheet at June 30, 2016. IMSs EBITDA through the one-year anniversary of the acquisition date was not sufficient to earn any of the Additional Purchase Price and the liability was eliminated by a credit of approximately $673,000 to selling, general and administrative expenses for the three- and six-month periods ended June 30, 2016.
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
Overview
Our revenue consists of two components: consulting fee revenue (CFR) and reimbursable expenses. Reimbursable expenses are reflected in equal amounts in both total revenue and total direct expenses. Because these pass-through revenue/costs are subject to significant fluctuation from year to year, we measure the performance of many of our key operating metrics as a percentage of CFR, as we believe that this is a better and more consistent measure of operating performance than total revenue.
CFR decreased $7,124,000, or 4.5%, to $152,614,000 during the second quarter of 2016 from $159,738,000 during the second quarter of 2015. CFR for the Project Management segment decreased $6,338,000 principally due to decreases in the Middle East, partially offset by increases in the United States. CFR for the Construction Claims segment decreased by $786,000, or 1.8% due primarily to decreases in the United States and Latin America.
CFR decreased $960,000, or 0.3%, to $309,919,000 during the six months ended June 30, 2016 from $310,879,000 during the six months ended June 30, 2015. CFR for the Project Management segment decreased $1,876,000 principally due to decreases in the Middle East, partially offset by increases in the United States. CFR for the Construction Claims segment increased by $916,000, or 1.1% due primarily to increases in the United Kingdom.
Net earnings attributable to Hill were $1,490,000 during the second quarter of 2016, a decrease of 66.1%, from $4,395,000 during the second quarter of 2015. The decrease was due to a lower volume of work and declining margins in the Middle East.
Diluted earnings per common share were $0.03 during the second quarter of 2016 based upon 51,948,000 diluted common shares outstanding compared to diluted earnings per common share of $0.09 during the second quarter of 2015 based upon 51,495,000 diluted common shares outstanding.
Net earnings attributable to Hill were $2,940,000 during the six months ended June 30, 2016, a decrease of 42.3%, from $5,097,000 during the six months ended June 30, 2015. The decrease was due to a lower volume of work and declining margins in the Middle East.
Diluted earnings per common share were $0.06 during the six months ended June 30, 2016 based upon 51,777,000 diluted common shares outstanding compared to diluted earnings per common share of $0.10 during the six months ended June 30, 2015 based upon 51,010,000 diluted common shares outstanding.
Despite the recent drop in global oil prices and its negative impact on the construction industry particularly in the Middle East, we remain optimistic about maintaining our current growth strategy to pursue new business development opportunities, continue to take advantage of organic growth opportunities, continue to pursue acquisitions and strengthen our professional resources. In addition, we completed a review of our global overhead cost structure in 2015. The areas most affected were personnel and related benefits and expenses. We believe these efforts combined with other strategic initiatives should continue to improve our profitability and shareholder value.
Critical Accounting Policies
We operate through two segments: the Project Management Group and the Construction Claims Group. Reimbursable expenses are reflected in equal amounts in both total revenue and total direct expenses. Because these revenues/costs are subject to significant fluctuations from year to year, we measure the performance of many of our key operating metrics as a percentage of consulting fee revenue (CFR), as we believe that this is a better and more consistent measure of operating performance that total revenue.
The Companys interim financial statements were prepared in accordance with United States generally accepted accounting principles, which require management to make subjective decisions, assessments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the judgment increases such judgments become even more subjective. While management believes its assumptions are reasonable and appropriate, actual results may be materially different than estimated. The critical accounting estimates and assumptions have not materially changed from those identified in the Companys 2015 Annual Report.
Results of Operations
Three Months Ended June 30, 2016 Compared to
Three Months Ended June 30, 2015
Consulting Fee Revenue (CFR) (dollars in thousands)
|
|
Three Months Ended June 30, |
|
|
|
|
| |||||||||
|
|
2016 |
|
2015 |
|
Change |
| |||||||||
Project Management |
|
$ |
110,126 |
|
72.2 |
% |
$ |
116,464 |
|
72.9 |
% |
$ |
(6,338 |
) |
(5.4 |
)% |
Construction Claims |
|
42,488 |
|
27.8 |
|
43,274 |
|
27.1 |
|
(786 |
) |
(1.8 |
) | |||
Total |
|
$ |
152,614 |
|
100.0 |
% |
$ |
159,738 |
|
100.0 |
% |
$ |
(7,124 |
) |
(4.5 |
)% |
The decrease in CFR was primarily due to decreased work in the Middle East.
The decrease in Project Management CFR included an $8,541,000 decrease in international projects and an increase of $2,203,000 in domestic projects. The decrease in international Project Management CFR was due primarily to decreases throughout the Middle East. The increase in domestic Project Management CFR included increases primarily in the Northeast and Southern Regions.
The decrease in Construction Claims CFR was primarily due to decreases in the United States and Latin America, partially offset by increases in Europe.
Reimbursable Expenses (dollars in thousands)
|
|
Three Months Ended June 30, |
|
|
|
|
| |||||||||
|
|
2016 |
|
2015 |
|
Change |
| |||||||||
Project Management |
|
$ |
21,719 |
|
94.5 |
% |
$ |
20,588 |
|
94.0 |
% |
$ |
1,131 |
|
5.5 |
% |
Construction Claims |
|
1,256 |
|
5.5 |
|
1,322 |
|
6.0 |
|
(66 |
) |
(5.0 |
) | |||
Total |
|
$ |
22,975 |
|
100.0 |
% |
$ |
21,910 |
|
100.0 |
% |
$ |
1,065 |
|
4.9 |
% |
Reimbursable expenses consist of amounts paid to subcontractors and other third parties, and travel and other job-related expenses that are contractually reimbursable from clients. These items are reflected as separate line items in both our revenue and cost of services captions in our consolidated statements of earnings. The increase in Project Management reimbursable expense is primarily due to higher use of subcontractors in our Northeast and Mid-Atlantic regions.
Cost of Services (dollars in thousands)
|
|
Three Months Ended June 30, |
|
|
|
|
| |||||||||||||
|
|
2016 |
|
2015 |
|
Change |
| |||||||||||||
|
|
|
|
|
|
% of |
|
|
|
|
|
% of |
|
|
|
|
| |||
Project Management |
|
$ |
70,635 |
|
78.7 |
% |
64.1 |
% |
$ |
73,375 |
|
79.4 |
% |
63.0 |
% |
$ |
(2,740 |
) |
(3.7 |
)% |
Construction Claims |
|
19,113 |
|
21.3 |
|
45.0 |
|
19,025 |
|
20.6 |
|
44.0 |
|
88 |
|
0.5 |
| |||
Total |
|
$ |
89,748 |
|
100.0 |
% |
58.8 |
% |
$ |
92,400 |
|
100.0 |
% |
57.8 |
% |
$ |
(2,652 |
) |
(2.9 |
)% |
Cost of services consists of labor expenses for time charged directly to contracts and non-reimbursable job-related travel and out-of-pocket expenses. The decrease in Project Management cost of services is primarily due to decreases in the Middle East due to staffing reductions in line with lower CFR, partially offset by increases in the United States in support of increased work.
Gross Profit (dollars in thousands)
|
|
Three Months Ended June 30, |
|
|
|
|
| |||||||||||||
|
|
2016 |
|
2015 |
|
Change |
| |||||||||||||
|
|
|
|
|
|
% of |
|
|
|
|
|
% of |
|
|
|
|
| |||
Project Management |
|
$ |
39,491 |
|
62.8 |
% |
35.9 |
% |
$ |
43,089 |
|
64.0 |
% |
37.0 |
% |
$ |
(3,598 |
) |
(8.4 |
)% |
Construction Claims |
|
23,375 |
|
37.2 |
|
55.0 |
|
24,249 |
|
36.0 |
|
56.0 |
|
(874 |
) |
(3.6 |
) | |||
Total |
|
$ |
62,866 |
|
100.0 |
% |
41.2 |
% |
$ |
67,338 |
|
100.0 |
% |
42.2 |
% |
$ |
(4,472 |
) |
(6.6 |
)% |
The decrease in Project Management gross profit included a decrease of $4,163,000 from international operations, primarily as a result of a lower volume of work in the Middle East which has historically had higher margins. This was partially offset by an increase of $565,000 in domestic operations primarily the Northeast and Southern regions.
The decrease in Construction Claims gross profit was driven by decreases in the United States partially offset by increases in Europe.
Selling, General and Administrative (SG&A) Expenses (dollars in thousands)
|
|
Three Months Ended June 30, |
|
|
|
|
| |||||||||
|
|
2016 |
|
2015 |
|
Change |
| |||||||||
|
|
|
|
% of |
|
|
|
% of |
|
|
|
|
| |||
|
|
|
|
CFR |
|
|
|
CFR |
|
|
|
|
| |||
SG&A Expenses |
|
$ |
54,642 |
|
35.8 |
% |
$ |
56,652 |
|
35.5 |
% |
$ |
(2,010 |
) |
(3.5 |
)% |
The decrease in selling, general and administrative expenses included the following:
· A decrease in legal fees of $1,432,000 due primarily to $1,048,000 expended in 2015 for an employee labor dispute;
· A decrease in amortization expense of $459,000 for intangible assets that became fully amortized in 2015;
· A reversal of a $673,000 earn-out liability for IMS which was not earned as of the twelve month measurement date;
· A decrease of $994,000 in indirect labor due to lower earned bonuses in 2016 with the decline in CFR and profit compared to 2015;
· An increase of $1,156,000 in bad debt expense primarily for increased reserves for certain accounts receivable in the Middle East.
Operating Profit (dollars in thousands)
|
|
Three Months Ended June 30, |
|
|
|
|
| |||||||||
|
|
2016 |
|
2015 |
|
Change |
| |||||||||
|
|
|
|
% of |
|
|
|
% of |
|
|
|
|
| |||
Project Management |
|
$ |
11,618 |
|
10.5 |
% |
$ |
15,041 |
|
12.9 |
% |
$ |
(3,423 |
) |
(22.8 |
)% |
Share of loss of equity method affiliate |
|
(31 |
) |
(0.0 |
) |
(34 |
) |
(0.0 |
) |
3 |
|
8.8 |
| |||
Total Project Management |
|
11,587 |
|
10.5 |
|
15,007 |
|
12.9 |
|
(3,420 |
) |
(22.8 |
) | |||
Construction Claims |
|
4,556 |
|
10.7 |
|
4,772 |
|
11.0 |
|
(216 |
) |
(4.5 |
) | |||
Corporate |
|
(7,950 |
) |
|
|
(9,127 |
) |
|
|
1,177 |
|
(12.9 |
) | |||
Total |
|
$ |
8,193 |
|
5.4 |
% |
$ |