Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 09, 2016 | Jun. 30, 2015 | |
Document and Entity Information | |||
Entity Registrant Name | Hill International, Inc. | ||
Entity Central Index Key | 1,287,808 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 203,536,000 | ||
Entity Common Stock, Shares Outstanding | 51,701,442 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Assets | ||
Cash and cash equivalents | $ 24,089 | $ 30,124 |
Cash - restricted | 4,435 | 8,851 |
Accounts receivable, less allowance for doubtful accounts of $63,748 and 60,801 | 243,417 | 195,098 |
Accounts receivable - affiliates | 5,205 | 3,993 |
Prepaid expenses and other current assets | 10,299 | 14,277 |
Income taxes receivable | 4,146 | 4,246 |
Total current assets | 291,591 | 256,589 |
Property and equipment, net | 23,751 | 11,643 |
Cash - restricted, net of current portion | 259 | 7,156 |
Retainage receivable | 2,638 | 3,300 |
Acquired intangibles, net | 14,659 | 19,282 |
Goodwill | 74,893 | 80,437 |
Investments | 8,386 | 5,083 |
Deferred income tax assets | 19,724 | 20,220 |
Other assets | 6,662 | 9,187 |
Total assets | 442,563 | 412,897 |
Liabilities and Stockholders' Equity | ||
Current maturities of notes payable and long-term debt | 4,357 | 6,361 |
Accounts payable and accrued expenses | 112,457 | 93,637 |
Income taxes payable | 9,064 | 9,306 |
Deferred revenue | 11,310 | 19,896 |
Other current liabilities | 5,860 | 10,044 |
Total current liabilities | 143,048 | 139,244 |
Notes payable and long-term debt, net of current maturities | 140,626 | 115,163 |
Retainage payable | 1,929 | 2,448 |
Deferred income taxes | 16,341 | 18,117 |
Deferred revenue | 11,919 | 12,193 |
Other liabilities | 10,661 | 3,732 |
Total liabilities | $ 324,524 | $ 290,897 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 1,000 shares authorized, none issued | ||
Common stock, $0.0001 par value; 100,000 shares authorized, 58,335 shares and 56,920 shares issued at December 31, 2015 and 2014, respectively | $ 6 | $ 6 |
Additional paid-in capital | 188,869 | 179,912 |
Retained earnings (deficit) | 1,205 | (5,726) |
Accumulated other comprehensive loss | (46,866) | (32,600) |
Shareholders' equity before treasury stocks and noncontrolling interest | 143,214 | 141,592 |
Less treasury stock of 6,743 shares and 6,546 shares at December 31, 2015 and 2014, respectively, at cost | (29,245) | (28,304) |
Hill International, Inc. share of equity | 113,969 | 113,288 |
Noncontrolling interests | 4,070 | 8,712 |
Total equity | 118,039 | 122,000 |
Total liabilities and stockholders' equity | $ 442,563 | $ 412,897 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 63,748 | $ 60,801 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, shares issued | 58,335 | 56,920 |
Treasury stock, shares | 6,743 | 6,546 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | |||
Consulting fee revenue | $ 630,951 | $ 577,117 | $ 512,085 |
Reimbursable expenses | 89,654 | 64,476 | 64,596 |
Total revenue | 720,605 | 641,593 | 576,681 |
Cost of services | 362,366 | 329,755 | 296,055 |
Reimbursable expenses | 89,654 | 64,476 | 64,596 |
Total direct expenses | 452,020 | 394,231 | 360,651 |
Gross profit | 268,585 | 247,362 | 216,030 |
Selling, general and administrative expenses | 237,504 | 213,424 | 181,332 |
Share of loss of equity method affiliates | 237 | ||
Operating profit | 30,844 | 33,938 | 34,698 |
Interest and related financing fees, net | 14,663 | 30,485 | 22,864 |
Earnings before income taxes | 16,181 | 3,453 | 11,834 |
Income tax expense | 8,442 | 8,300 | 6,350 |
Net earnings (loss) | 7,739 | (4,847) | 5,484 |
Less: net earnings - noncontrolling interests | 808 | 1,301 | 1,922 |
Net earnings (loss) attributable to Hill International, Inc | $ 6,931 | $ (6,148) | $ 3,562 |
Basic earnings (loss) per common share - Hill International, Inc. | $ 0.14 | $ (0.14) | $ 0.09 |
Basic weighted average common shares outstanding (in shares) | 50,874 | 44,370 | 39,098 |
Diluted earnings (loss) per common share - Hill International, Inc. | $ 0.14 | $ (0.14) | $ 0.09 |
Diluted weighted average common shares outstanding (in shares) | 51,311 | 44,370 | 39,322 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Net earnings (loss) | $ 7,739 | $ (4,847) | $ 5,484 |
Foreign currency translation adjustment, net of tax | (14,861) | (9,786) | (7,292) |
Other, net | (228) | 123 | 218 |
Comprehensive loss | (7,350) | (14,510) | (1,590) |
Comprehensive loss attributable to noncontrolling interests | (15) | (353) | (576) |
Comprehensive loss attributable to Hill International, Inc. | $ (7,335) | $ (14,157) | $ (1,014) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Hill Share of Stockholders' Equity | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) | Treasury Stock | Noncontrolling Interests | Total |
Balance at Dec. 31, 2012 | $ 78,997 | $ 5 | $ 129,913 | $ (3,140) | $ (20,015) | $ (27,766) | $ 13,557 | $ 92,554 |
Balance (in shares) at Dec. 31, 2012 | 45,097 | |||||||
Increase (decrease) in stockholders' equity | ||||||||
Net earnings (loss) | 3,562 | 3,562 | 1,922 | 5,484 | ||||
Treasury Stock, Shares, Beginning Balance at Dec. 31, 2012 | 6,434 | |||||||
Increase (decrease) in stockholders' equity | ||||||||
Other comprehensive loss | (4,576) | (4,576) | (2,498) | (7,074) | ||||
Stock issued to Board of Directors | 150 | 150 | 150 | |||||
Stock issued to Board of Directors (in shares) | 52 | |||||||
Stock-based compensation expense | 2,811 | 2,811 | 2,811 | |||||
Stock issued under employee stock purchase plan | 138 | 138 | 138 | |||||
Stock issued under employee stock purchase plan (in shares) | 51 | |||||||
Exercise of stock options | 20 | 20 | $ 20 | |||||
Exercise of stock options (in shares) | 8 | 8 | ||||||
Tax effect of restricted stock | (583) | (583) | $ (583) | |||||
Stock issued for acquisition of businesses | 4,450 | 4,450 | 4,450 | |||||
Stock issued for acquisition of businesses (in shares) | 1,390 | |||||||
Acquisition of additional interest in subsidiary | (1,094) | (1,094) | ||||||
Balance at Dec. 31, 2013 | 84,969 | $ 5 | 136,899 | 422 | (24,591) | $ (27,766) | 11,887 | 96,856 |
Balance (in shares) at Dec. 31, 2013 | 46,598 | |||||||
Treasury Stock, Shares, Ending Balance (in shares) at Dec. 31, 2013 | 6,434 | |||||||
Increase (decrease) in stockholders' equity | ||||||||
Net earnings (loss) | (6,148) | (6,148) | 1,301 | (4,847) | ||||
Other comprehensive loss | (8,009) | (8,009) | (1,654) | (9,663) | ||||
Sale of common stock | 38,042 | $ 1 | 38,041 | 38,042 | ||||
Sale of common stock (in shares) | 9,547 | |||||||
Stock issued to Board of Directors | 175 | 175 | 175 | |||||
Stock issued to Board of Directors (in shares) | 27 | |||||||
Stock-based compensation expense | 3,327 | 3,327 | 3,327 | |||||
Cancelation of restricted stock | (8) | (8) | (8) | |||||
Cancelation of restricted stock (in shares) | (2) | |||||||
Stock issued under employee stock purchase plan | 197 | 197 | 197 | |||||
Stock issued under employee stock purchase plan (in shares) | 55 | |||||||
Exercise of stock options | 1,032 | 1,032 | $ 1,032 | |||||
Exercise of stock options (in shares) | 324 | 524 | ||||||
Cashless exercise of stock options | 538 | $ (538) | ||||||
Cashless exercise of stock options (in shares) | 200 | 112 | ||||||
Stock issued for acquisition of businesses | 618 | 618 | $ 618 | |||||
Stock issued for acquisition of businesses (in shares) | 171 | |||||||
Dividends paid to noncontrolling interests | (173) | (173) | ||||||
Acquisition of additional interest in subsidiary | (907) | (907) | (2,649) | (3,556) | ||||
Balance at Dec. 31, 2014 | 113,288 | $ 6 | 179,912 | (5,726) | (32,600) | $ (28,304) | 8,712 | $ 122,000 |
Balance (in shares) at Dec. 31, 2014 | 56,920 | 56,920 | ||||||
Treasury Stock, Shares, Ending Balance (in shares) at Dec. 31, 2014 | 6,546 | 6,546 | ||||||
Increase (decrease) in stockholders' equity | ||||||||
Net earnings (loss) | 6,931 | 6,931 | 808 | $ 7,739 | ||||
Other comprehensive loss | (14,266) | (14,266) | (823) | (15,089) | ||||
Stock issued to Board of Directors | 115 | 115 | 115 | |||||
Stock issued to Board of Directors (in shares) | 25 | |||||||
Stock-based compensation expense | 2,983 | 2,983 | 2,983 | |||||
Stock issued under employee stock purchase plan | 126 | 126 | 126 | |||||
Stock issued under employee stock purchase plan (in shares) | 43 | |||||||
Exercise of stock options | 468 | 468 | $ 468 | |||||
Exercise of stock options (in shares) | 189 | 274 | ||||||
Cashless exercise of stock options | 361 | $ (361) | ||||||
Cashless exercise of stock options (in shares) | 85 | 67 | ||||||
Stock issued for acquisition of businesses | 530 | 530 | $ 530 | |||||
Stock issued for acquisition of businesses (in shares) | 148 | |||||||
Dividends paid to noncontrolling interests | (253) | (253) | ||||||
Acquisition of additional interest in subsidiary | 4,374 | 4,374 | (4,374) | |||||
Acquisition of additional interest in subsidiary (in shares) | 925 | |||||||
Purchase of treasury stock | (580) | $ (580) | (580) | |||||
Purchase of treasury stock (in shares) | 130 | |||||||
Balance at Dec. 31, 2015 | $ 113,969 | $ 6 | $ 188,869 | $ 1,205 | $ (46,866) | $ (29,245) | $ 4,070 | $ 118,039 |
Balance (in shares) at Dec. 31, 2015 | 58,335 | 58,335 | ||||||
Treasury Stock, Shares, Ending Balance (in shares) at Dec. 31, 2015 | 6,743 | 6,743 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net earnings (loss) | $ 7,739,000 | $ (4,847,000) | $ 5,484,000 |
Adjustments to reconcile net (loss) earnings to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 11,004,000 | 9,823,000 | 10,756,000 |
Provision (credit) for bad debts | 9,079,000 | (2,344,000) | 1,317,000 |
Interest accretion on term loan | 15,526,000 | 7,955,000 | |
Deferred tax (benefit) provision | (826,000) | (2,970,000) | (1,864,000) |
Stock based compensation | 3,098,000 | 3,494,000 | 2,961,000 |
Changes in operating assets and liabilities (net of acquisitions): | |||
Restricted cash | 10,784,000 | 286,000 | 3,822,000 |
Accounts receivable | (67,572,000) | (25,720,000) | (12,168,000) |
Accounts receivable - affiliate | 166,000 | (3,501,000) | 768,000 |
Prepaid expenses and other current assets | 3,532,000 | (2,819,000) | (2,116,000) |
Income taxes receivable | (389,000) | (197,000) | (744,000) |
Retainage receivable | 662,000 | (2,088,000) | 2,734,000 |
Other assets | (2,392,000) | (449,000) | 109,000 |
Accounts payable and accrued expenses | 27,109,000 | 23,331,000 | (2,747,000) |
Income taxes payable | (286,000) | 664,000 | 1,688,000 |
Deferred revenue | (5,952,000) | 2,427,000 | 5,476,000 |
Other current liabilities | (4,701,000) | (2,873,000) | 4,923,000 |
Retainage payable | (510,000) | 1,440,000 | (3,151,000) |
Other liabilities | 2,602,000 | (2,878,000) | (3,770,000) |
Net cash (used in) provided by operating activities | (6,853,000) | 6,305,000 | 21,433,000 |
Cash flows from investing activities: | |||
Purchase of businesses, net of cash acquired | (4,384,000) | (2,701,000) | |
Cash received in stock-based acquisitions | 964,000 | ||
Payments for purchase of property and equipment | (14,202,000) | (5,721,000) | (3,764,000) |
Distributions from affiliate | 36,000 | ||
Net cash used in investing activities | (18,586,000) | (11,978,000) | (14,826,000) |
Cash flows from financing activities: | |||
Due to bank | (2,000) | (19,000) | |
Proceeds from secondary public offering of common stock | 38,042,000 | ||
Proceeds from term loan borrowing | 120,000,000 | ||
Payoff and termination of term loan | (100,000,000) | ||
Payoff and termination of revolving credit facility | (25,500,000) | ||
Payment of financing fees | (10,065,000) | ||
Payment on Engineering S.A. note payable | (5,095,000) | ||
Payments on notes payable | (167,000) | ||
Net borrowings (payments) on revolving loans | 23,229,000 | (13,833,000) | 21,084,000 |
Proceeds from Philadelphia Industrial Development Corporation loan | 750,000 | ||
Payments on term loans | (1,240,000) | (300,000) | |
Dividends paid to noncontrolling interest | (253,000) | (173,000) | |
Proceeds from stock issued under employee stock purchase plan | 126,000 | 197,000 | 138,000 |
Proceeds from exercise of stock options | 272,000 | 1,032,000 | 20,000 |
Purchase of treasury stock | (580,000) | ||
Net cash provided by financing activities | 22,304,000 | 9,398,000 | 15,961,000 |
Effect of exchange rate changes on cash | (2,900,000) | (3,982,000) | (8,903,000) |
Net increase (decrease) in cash and cash equivalents | (6,035,000) | (257,000) | 13,665,000 |
Cash and cash equivalents - beginning of year | 30,124,000 | 30,381,000 | 16,716,000 |
Cash and cash equivalents - end of year | $ 24,089,000 | 30,124,000 | 30,381,000 |
Engineering S.A. | |||
Cash flows from investing activities: | |||
Purchase of additional interest in Engineering S.A. | $ (3,556,000) | ||
Hill Spain | |||
Cash flows from investing activities: | |||
Payments for additional equity interests in Hill Spain | $ (12,062,000) |
The Company and Liquidity
The Company and Liquidity | 12 Months Ended |
Dec. 31, 2015 | |
The Company and Liquidity | |
The Company and Liquidity | Note 1—The Company and Liquidity 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. Hill's 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. Since 2011, the amount of CFR attributable to operations in the Middle East and Africa has grown from approximately 32% in 2011 to approximately 53% of total consolidated CFR in 2015. There has been significant political upheaval and civil unrest in this region, most notably in Libya where we had substantial operations prior to the civil unrest. In 2012, due to the overthrow of the Libyan government and subsequent civil war, the Company reserved a $59,937,000 receivable from the Libyan Organization for Development of Administrative Centres ("ODAC"). In 2013 and 2014, the Company received payments totaling approximately $9,511,000, but this shortfall of cash flows from ODAC has put a considerable strain on its liquidity. As a result, it has had to rely heavily on debt and equity transactions to fund its operations. The Company has recently seen further slowing of collections from its clients in the Middle East, primarily Oman. In 2012, the Company commenced operations on the Muscat International Airport ("Oman Airport") project with the Ministry of Transport and Communications (the "MOTC") in Oman. Throughout the original term of the contract, the Company was paid timely and regularly in accordance with the terms of the contract. The original contract term was to expire in November 2014. In October 2014, the Company applied for a twelve-month extension of time amendment ("first extension") (which was subsequently approved in March 2016). The Company continued to work on the Oman Airport project. During the early part of the first extension, MOTC paid the Company on account for work performed. The Company began to experience delays in payment during the second quarter of 2015 when MOTC commenced its formal review and certification of the Company's invoices. In October 2015, the MOTC paid the Company for work performed in April and May 2015. 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. Accounts receivable from Oman totaled $35,184,000 at December 31, 2015. In March 2016, the MOTC resumed payments, and the Company received approximately $15,000,000 against the accounts receivable from the first extension. Management expects to collect the remaining past-due accounts receivable in the second quarter of 2016. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies (a) Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). The consolidated financial statements include the accounts of Hill International, Inc. and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. (b) Foreign Currency Translations and Transactions Assets and liabilities of all foreign operations are translated at year-end rates of exchange while revenues and expenses are translated at the average monthly exchange rates. Gains or losses resulting from translating foreign currency financial statements are accumulated in a separate component of stockholders' equity entitled accumulated other comprehensive loss until the entity is sold or substantially liquidated. Gains or losses arising from foreign currency transactions (transactions denominated in a currency other than the entity's local currency) are reflected in selling, general and administrative expenses in the consolidated statement of operations. (c) Use of Estimates and Assumptions The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and the revenue and expenses reported for the periods covered by the financial statements and certain amounts disclosed in the accompanying notes to the consolidated financial statements. Actual results could differ significantly from those estimates and assumptions. The estimates affecting the consolidated financial statements that are particularly significant include revenue recognition, allocation of purchase price to acquired intangibles and goodwill, fair value of contingent consideration, recoverability of long-lived assets, income taxes, allowance for doubtful accounts and commitments and contingencies. (d) Fair Value Measurements The fair value of financial instruments, which primarily consists of cash and cash equivalents, accounts receivable and accounts payable, approximates carrying value due to the short-term nature of the instruments. The carrying value of our various credit facilities approximates fair value as the interest rate is variable. Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it would transact, and the Company considers assumptions that market participants would use when pricing the asset or liability. Nonfinancial assets and liabilities, such as goodwill and long lived assets that are initially recorded at fair value, will be assessed for impairment, if deemed necessary. During the years ended December 31, 2015 and 2014, the Company did not record any impairment to any financial or nonfinancial assets or liabilities. (e) Cash and Cash Equivalents Cash and cash equivalents include cash on hand and investments in money market funds and investment grade securities held with high quality financial institutions. The Company considers all highly liquid instruments purchased with a remaining maturity of three months or less at the time of purchase to be cash equivalents. (f) Restricted Cash Restricted cash represents cash collateral required to be maintained in foreign bank accounts to serve as collateral for letters of credit, bonds or guarantees on several projects. The cash will remain restricted until the respective project has been completed, which typically is greater than one year. (g) Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash investments and accounts receivable. The Company maintains its cash accounts with high quality financial institutions. Although the Company currently believes that the financial institutions, with which it does business, will be able to fulfill their commitments to it, there is no assurance that those institutions will be able to continue to do so. The Company provides professional services, under contractual arrangements, to domestic and foreign governmental units, institutions and the private sector. To reduce credit risk, the Company performs ongoing credit evaluations of its clients and does not require collateral beyond customary retainers. The following tables show the number of the Company's clients which contributed 10% or more of total revenue and accounts receivable: Years Ended December 31, 2015 2014 2013 Number of 10% clients — — Percentage of total revenue N/A % N/A December 31, 2015 2014 2013 Number of 10% clients — — Percentage of accounts receivable % N/A N/A The following provides information with respect to total revenue from contracts with U.S. federal government agencies: Years Ended December 31, 2015 2014 2013 Percentage of total revenue % % % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (h) Allowance for Doubtful Accounts The allowance for doubtful accounts is an estimate prepared by management based on identification of the collectability of specific accounts and the overall condition of the receivable portfolios. When evaluating the adequacy of the allowance for doubtful accounts, the Company specifically analyzes trade receivables, including retainage receivable, historical bad debts, client credits, client concentrations, client credit worthiness, current economic trends and changes in client payment terms. If the financial condition of clients were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Likewise, should the Company determine that it would be able to realize more of its receivables in the future than previously estimated, an adjustment to the allowance would increase earnings in the period such determination was made. The allowance for doubtful accounts is reviewed on a quarterly basis and adjustments are recorded as deemed necessary. (i) Property and Equipment Property and equipment is stated at cost, less accumulated depreciation and amortization. Depreciation and amortization is provided over the estimated useful lives of the assets as follows: Method Estimated Useful Life Furniture and equipment Straight-line 10 years Leasehold improvements Straight-line Shorter of estimated useful life or lease term Computer equipment and software Straight-line 3 to 5 years Automobiles Straight-line 5 years The Company capitalizes costs associated with internally developed and/or purchased software systems that have reached the application development stage and meet recoverability tests. Capitalized costs include external direct costs of materials and services utilized in developing or obtaining internal-use software, payroll and payroll-related expenses for employees who are directly associated with and devote time to the internal-use software project. Capitalization of such costs begins when the preliminary project stage is complete and ceases no later than the point at which the project is substantially complete and ready for its intended purpose. Costs for general and administrative, overhead, maintenance and training, as well as the cost of software that does not add functionality to existing systems, are expensed as incurred. Upon retirement or other disposition of these assets, the cost and related depreciation are removed from the accounts and the resulting gain or loss, if any, is reflected in results of operations. Expenditures for maintenance, repairs and renewals of minor items are charged to expense as incurred. Major renewals and improvements are capitalized. (j) Retainage Receivable Retainage receivable represents balances billed but not paid by clients pursuant to retainage provisions in the construction management contracts and will be due upon completion of specific tasks or the completion of the contract. The current portion of retainage receivable is included in accounts receivable and the long-term portion of retainage receivable is included in retainage receivable in the consolidated balance sheets. (k) Long-Lived Assets Acquired intangible assets consist of contract rights, client related intangibles and trade names arising from the Company's acquisitions. Contract rights represent the fair value of contracts in progress and backlog of an acquired entity. For intangible assets purchased in a business combination, the estimated fair values of the assets are used to establish the cost bases. Valuation techniques consistent with the market approach, the income approach and the cost approach are used to measure fair value. These assets are amortized over their estimated lives which range from three to fifteen years. The Company reviews long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset is less than its carrying amount, the asset is considered to be impaired. Impairment losses are measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flow discounted at a rate commensurate with the risks associated with the recovery of the asset. Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. (l) Goodwill Goodwill represents the excess of purchase price and other related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. Acquired intangible assets other than goodwill are amortized over their useful lives. For intangible assets purchased in a business combination, the estimated fair values of the assets are used to establish the cost bases. Valuation techniques consistent with the market approach and the income approach are used to measure fair value. Goodwill is tested annually for impairment in its fiscal third quarter. The Company has determined that it has two reporting units, the Project Management unit and the Construction Claims unit. The Company made that determination based on the similarity of the services provided, the methodologies in delivering our services and the similarity of the client base in each of these units. Goodwill is assessed for impairment using a two-step approach. In the first step of the impairment test, the Company compares the fair value of the reporting unit in which the goodwill resides to its carrying value. To the extent the carrying amount of a reporting unit exceeds its fair value, an indication exists that the reporting unit's goodwill may be impaired and the Company must perform a second more detailed assessment. The second step, if necessary, involves allocating the reporting unit's fair value to all of its recognized and unrecognized assets and liabilities in order to determine the implied fair value of the reporting unit's goodwill as of the assessment date. The implied fair value of the reporting unit's goodwill is then compared to the carrying amount of goodwill to quantify an impairment charge as of the assessment date. Application of the goodwill impairment test requires significant judgments including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the businesses, the useful life over which cash flows will occur, and determination of the Company's weighted average cost of capital. The Company's changes in estimates and assumptions could materially affect the determination of fair value and/or conclusions on goodwill impairment for each reporting unit. The Company performed its annual impairment test effective July 1, 2015 and noted no impairment for either of its reporting units. In the future, the Company will continue to perform the annual test during its fiscal third quarter unless events or circumstances indicate an impairment may have occurred before that time. (m) Investments The Company will, in the ordinary course, form joint ventures for specific projects. These joint ventures have historically required limited or no investment and simply provide a pass-through for the Company's billings. Any distributions in excess of the Company's billings are accounted for as income when received. The Company's cost-basis investments at December 31, 2015 and 2014 are as follows: December 31, 2015 2014 RAMPED Metro Joint Venture(1) $ $ — Concessia, Cartera y Gestion de Infrastructuras S.A.(2) Other ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) The Company has a 45% interest in this joint venture which was formed for construction management of the Riyadh Metro system in Saudi Arabia. (2) The Company has a 4.45% interest in this entity which invests in the equity of companies which finance, construct and operate various public and private infrastructure projects in Spain. (n) Deferred Revenue In certain instances the Company may collect advance payments from clients for future services. Upon receipt, the payments are reflected as deferred revenue in the Company's consolidated balance sheet. As the services are performed, the Company reduces the balance and recognizes revenue. (o) Deferred Rent Rent expenses for operating leases which include scheduled rent increases is determined by expensing the total amount of rent due over the life of the operating lease on a straight-line basis. The difference between the rent paid under the terms of the lease and the rent expensed on a straight-line basis is recorded as a liability. The deferred rent at December 31, 2015 and 2014 was $3,744,000 and $2,968,000, respectively, and is included in other liabilities in the consolidated balance sheet. (p) Income Taxes The Company estimates income taxes in each of the jurisdictions in which it operates. This process involves estimating its actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the Company's consolidated balance sheets. The Company assesses the likelihood that the deferred tax assets will be recovered from future taxable income and to the extent it believes recovery is not likely, the Company establishes a valuation allowance. To the extent the Company establishes a valuation allowance in a period, it must include an expense within the tax provision in the consolidated statements of earnings. The Company has recorded a valuation allowance to reduce the deferred tax asset to an amount that is more likely to be realized in future years. If the Company determines in the future that it is more likely that the deferred tax assets subject to the valuation allowance will be realized, then the previously provided valuation allowance will be adjusted. The Company recognizes a tax benefit in the financial statements for an uncertain tax position only if management's assessment is that the position is "more likely than not" (i.e., a likelihood greater than 50 percent) to be allowed by the tax jurisdiction based solely on the technical merits of the position. The term "tax position" refers to a position in a previously filed tax return or a position expected to be taken in a future tax return that is reflected in measuring current or deferred income tax assets and liabilities for interim or annual periods. (q) Revenue Recognition The Company generates revenue primarily from providing professional services to its clients. Revenue is generally recognized upon the performance of services. In providing these services, the Company may incur reimbursable expenses, which consist principally of amounts paid to subcontractors and other third parties and travel and other job related expenses that are contractually reimbursable from clients. The Company has determined that it will include reimbursable expenses in computing and reporting its total revenue as long as the Company remains responsible to the client for the fulfillment of the contract and for the overall acceptability of all services provided. The Company earns its revenue from time-and-materials, cost-plus and fixed-price contracts. If estimated total costs on any contract indicate a loss, the Company charges the entire estimated loss to operations in the period the loss becomes known. The cumulative effect of revisions to revenue, estimated costs to complete contracts, including penalties, incentive awards, change orders, claims, anticipated losses, and others are recorded in the accounting period in which the events indicating a loss are known and the loss can be reasonably estimated. Such revisions could occur at any time and the effects may be material. Time-and-Materials Contracts Under its time-and-materials contracts, the Company negotiates hourly billing rates and charges its clients based on the actual time that the Company spends on a project. In addition, clients reimburse the Company for its actual out-of-pocket costs of materials and other direct incidental expenditures that the Company incurs in connection with its performance under the contract. Its profit margins on time-and-materials contracts fluctuate based on actual labor and overhead costs that the Company directly charges or allocates to contracts compared with negotiated billing rates. Revenue on these contracts are recognized based on the actual number of hours the Company spends on the projects plus any actual out-of-pocket costs of materials and other direct incidental expenditures that the Company incurs on the projects. Its time-and-materials contracts generally include annual billing rate adjustment provisions. Cost-Plus Contracts The Company has two major types of cost-plus contracts: Cost-Plus Fixed Fee Under cost-plus fixed fee contracts, the Company charges its clients for its costs, including both direct and indirect costs, plus a fixed negotiated fee. In negotiating a cost-plus fixed fee contract, the Company estimates all recoverable direct and indirect costs and then adds a fixed profit component. The total estimated cost plus the negotiated fee represents the total contract value. The Company recognizes revenue based on the actual labor costs, based on hours of labor effort, plus non-labor costs the Company incurs, plus the portion of the fixed fee the Company has earned to date. The Company invoices for its services as revenue is recognized or in accordance with agreed-upon billing schedules. Aggregate revenue from cost-plus fixed fee contracts may vary based on the actual number of labor hours worked and other actual contract costs incurred. However, if actual labor hours and other contract costs exceed the original estimate agreed to by its client, the Company generally must obtain a change order, contract modification, or successfully prevail in a claim in order to receive additional revenue relating to the additional costs (see " Change Orders and Claims "). Cost-Plus Fixed Rate Under its cost-plus fixed rate contracts, the Company charges clients for its costs plus negotiated rates based on its indirect costs. In negotiating a cost-plus fixed rate contract, the Company estimates all recoverable direct and indirect costs and then adds a profit component, which is a percentage of total recoverable costs to arrive at a total dollar estimate for the project. The Company recognizes revenue based on the actual total number of labor hours and other costs the Company expends at the cost plus the fixed rate the Company negotiated. Similar to cost-plus fixed fee contracts, aggregate revenue from cost-plus fixed rate contracts may vary and the Company generally must obtain a change order, contract modification, or successfully prevail in a claim in order to receive additional revenue relating to any additional costs that exceed the original contract estimate (see " Change Orders and Claims "). Labor costs and subcontractor services are the principal components of its direct costs on cost-plus contracts, although some include materials and other direct costs. Some of these contracts include a provision that the total actual costs plus the fee will not exceed a guaranteed price negotiated with the client. Others include rate ceilings that limit the reimbursement for general and administrative costs, overhead costs and materials handling costs. The accounting for these contracts appropriately reflects such guaranteed price or rate ceilings. Firm Fixed-Price ("FFP") Contracts The Company's FFP contracts have historically accounted for most of its fixed-price contracts. Under FFP contracts, the Company's clients pay an agreed amount negotiated in advance for a specified scope of work. The Company recognizes revenue on FFP contracts using the percentage-of-completion method (recognizing revenue as costs are incurred). Profit margins the Company recognizes in all periods prior to completion of the project on any FFP contract depend on the accuracy of the Company's estimates of approximate revenue and expenses and will increase to the extent that its current estimates of aggregate actual costs are below amounts previously estimated. Conversely, if the Company's current estimated costs exceed prior estimates, its profit margins will decrease and the Company may realize a loss on a project. In order to increase aggregate revenue on the contract, the Company generally must obtain a change order, contract modification, or successfully prevail in a claim in order to receive payment for the additional costs (see " Change Orders and Claims "). Change Orders and Claims Change orders are modifications of an original contract that effectively change the provisions of the contract without adding new provisions. Either the Company or its client may initiate change orders. They may include changes in specifications or design, manner of performance, facilities, equipment, materials, sites and period of completion of the work. Claims are amounts in excess of the agreed contract price that the Company seeks to collect from its clients or others for client-caused delays, errors in specifications and designs, contract terminations, change orders that are either in dispute or are unapproved as to both scope and price, or other causes of unanticipated additional contract costs. Change orders and claims occur when changes are experienced once contract performance is underway. Change orders are sometimes documented and terms of such change orders are agreed with the client before the work is performed. Sometimes circumstances require that work progresses before agreement is reached with the client. Costs related to change orders and claims are recognized when they are incurred. Change orders and claims are included in total estimated contract revenue when it is probable that the change order or claim will result in a bona fide addition to contract value that can be reliably estimated. No profit is recognized on claims until final settlement occurs; unapproved change orders are evaluated as claims. This can lead to a situation where costs are recognized in one period and revenue is recognized when client agreement is obtained or claims resolution occurs, which can be in subsequent periods. The Company has contracts with the U.S. government that contain provisions requiring compliance with the U.S. Federal Acquisition Regulations ("FAR"). These regulations are generally applicable to all of its federal government contracts and are partially or fully incorporated in many local and state agency contracts. They limit the recovery of certain specified indirect costs on contracts subject to the FAR. Cost-plus contracts covered by the FAR provide for upward or downward adjustments if actual recoverable costs differ from the estimate billed under forward pricing arrangements. Most of its federal government contracts are subject to termination at the convenience of the client. Contracts typically provide for reimbursement of costs incurred and payment of fees earned through the date of such termination. Federal government contracts which are subject to the FAR and some state and local governmental agencies require audits, which are performed for the most part by the Defense Contract Audit Agency ("DCAA"). The DCAA audits the Company's overhead rates, cost proposals, incurred government contract costs, and internal control systems. During the course of its audits, the DCAA may question incurred costs if it believes the Company has accounted for such costs in a manner inconsistent with the requirements of the FAR or Cost Accounting Standards and recommend that its U.S. government corporate administrative contracting officer disallow such costs. Historically, the Company has not experienced significant disallowed costs as a result of such audits. However, the Company can provide no assurance that the DCAA audits will not result in material disallowances of incurred costs in the future. (r) Share-Based Compensation The Company uses the Black-Scholes option pricing model to measure the estimated fair value of options to purchase the Company's common stock. The compensation expense, less estimated forfeitures, is being recognized over the service period on a straight-line basis. The Company's policy is to use newly issued shares to satisfy the exercise of stock options. (s) Advertising Costs Advertising costs are expensed as incurred and amounted to the following (in thousands): Years Ended December 31, 2015 2014 2013 $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (t) Earnings per Share Basic earnings per common share has been computed using the weighted-average number of shares of common stock outstanding during the year. Diluted earnings per common share incorporates the incremental shares issuable upon the assumed exercise of stock options using the treasury stock method. Dilutive stock options increased average common shares outstanding by approximately 437,000 and 225,000 shares for the years ended December 31, 2015 and 2013, respectively. Options to purchase 3,849,000 shares, 3,521,000 shares and 5,364,000 shares of the Company's common stock were not included in the calculation of common shares outstanding for the years ended December 31, 2015, 2014 and 2013, respectively, because they were anti-dilutive. (u) New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers, which will replace most existing revenue recognition guidance in U.S. GAAP, including industry-specific guidance. The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The ASU requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. The ASU allows for both retrospective and prospective methods of adoption. The ASU was to be effective for interim and annual periods commencing after December 15, 2016, however, in August 2015, the FASB issued ASU 2015-14 which defers the effective date for one year. Early adoption is permitted as of January 1, 2017. The Company is in the process of determining the method of adoption and assessing the impact of this ASU on its consolidated financial statements. In January 2015, the FASB issued ASU No. 2015-01, Income Statement—Extraordinary and Unusual Items. The ASU eliminates the concept of extraordinary items, but the presentation and disclosure guidance for items that are unusual in nature or occur infrequently has been retained. The ASU is effective for the Company commencing January 1, 2016 with early adoption permitted. Adoption of this ASU did not have a material impact on the Company's consolidated financial statements. In April 2015, the FASB has issued ASU No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, rather than as an amortizable deferred charge. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The ASU permits early adoption. The Company adopted the guidance retrospectively which resulted in the reclassification of $6,712,000 of deferred financing costs from other assets to long-term debt as a reduction of the 2014 Term Loan at December 31, 2014. This ASU did not have a material impact on the Company's consolidated financial statements. Because this ASU did not address debt issuance costs associated with line-of-credit arrangements, the FASB issued ASU 2015-15, which indicates that the SEC Staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. In September 2015, the FASB issued ASU NO. 2015-16, Business Combinations (Topic 825-10): Simplifying the Accounting for Measurement-Period Adjustments. The ASU affects all entities that have reported provisional amounts for items in a business combination for which the accounting is incomplete at the end of the reporting period in which the combination occurs and during the measurement period have an adjustment to those provisional amounts. The ASU requires the acquirer to recognize adjustments to provisional amounts in the reporting period in which the adjustment amounts are determined with disclosure of the adjustment amounts and the related financial statement line items. This ASU is effective for the Company commencing January 1, 2017 with early adoption permitted. The Company adopted the ASU which had no effect on the Company's consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which amends existing guidance on income taxes to require the classification of all deferred tax assets and liabilities as non-current in the balance sheet. The ASU permits early adoption. The Company adopted the guidance retrospectively which resulted in the reclassification of $6,575,000 of deferred tax assets and $2,456,000 of deferred tax liabilities as of December 31, 2014. This ASU did not have a material impact on the Company's consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Topic 825-10), which requires all equity investments to be measured a fair value with changes in fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in this ASU also require an entity to (1) present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments and (2) provide separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements. In addition the amendments in this Update eliminate the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. This ASU is effective for the Company commencing January 1, 2018. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which will require the Company to recognize lease assets and lease liabilities (related to lease |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Acquisitions | |
Acquisitions | Note 3—Acquisitions Our recent acquisition activity is detailed below. The Company's consolidated financial statements include the operating results of these businesses from their respective dates of acquisition. Pro forma results of operations for these acquisitions have not been presented because they are not material to the Company's consolidated results of operations, either individually or in the aggregate. The Company expenses all acquisition-related costs plus any anticipated restructuring costs for which it is not obligated at the acquisition date, rather than including such costs as a component of the purchase consideration. During 2015, 2014 and 2013, the Company expensed $139,000, $263,000 and $455,000, respectively, of acquisition-related costs. IMS Proje Yonetimi ve Danismanlik A.S. On April 15, 2015, the Company acquired all of the equity interests of IMS Proje Yonetimi ve Danismanlik A.S. ("IMS"), a firm that provides project management services for international developers, institutional investors and major retailers. IMS had approximately 80 professionals and is headquartered in Istanbul, Turkey. Consideration consisted of an Initial Purchase Price of 12,411,000 Turkish Lira ("TRY") (approximately $4,640,000 as of the closing date) comprised of TRY 4,139,000 (approximately $1,547,000) paid in cash on the closing date plus a second payment of TRY 8,272,000 (approximately $3,145,000) which was paid on May 12, 2015; a Holdback Purchase Price of TRY 4,400,000 (approximately $1,626,000) payable in cash on April 15, 2016, less any set off related to certain indemnification obligations; and a potential Additional Purchase Price of (i) TRY 1,700,000 (approximately $628,000) 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 (approximately $1,294,000) or (ii) TRY 1,500,000 ($554,000) if EBITDA is less than TRY 3,500,000 but not less than TRY 3,200,000 ($1,183000). The Company accrued the Holdback Purchase Price and the potential Additional Purchase Price of TRY 6,100,000 ($2,088,000), of which TRY 4,400,000 ($1,506,000) is included in other current liabilities and TRY 1,700,000 ($582,000) is included in other liabilities in the consolidated balance sheet at December 31, 2015. The Company acquired intangible assets and goodwill amounting to TRY 10,575,000 (approximately $3,953,000 on the date of acquisition) and TRY 9,421,000 (approximately $3,522,000), respectively. The acquired intangible assets have a weighted average life of seven years. The acquired intangible assets consist of a client relationship intangible of TRY 6,235,000 ($2,331,000) with a ten-year life, a trade name intangible of TRY 434,000 ($162,000) with a two-year life and a contract intangible of TRY 3,906,000 ($1,460,000) with a 2.6 year life. Goodwill, which is not deductible for income tax purposes, has been allocated to the Project Management operating segment. Angus Octan Scotland Ltd. 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"). Cadogans, with 27 professionals, has offices in Glasgow and Dundee. The acquisition expanded Hill's construction claims business and provided additional resources in the energy and industrial sectors. Total consideration for the acquisition was £2,719,000 (approximately $4,350,000 at the date of acquisition). The consideration consists of cash payments of £1,000,000 ($1,600,000) at closing, £600,000 ($960,000) on November 25, 2014, £400,000 ($640,000) on December 23, 2014, £579,000 ($894,000) paid on October 31, 2015 and an earn-out based upon the average earnings before interest, taxes, depreciation and amortization ("EBITDA") for the two-year period ending on October 31, 2016 (which amount shall not be less than £0 nor more than £200,000). The Company accrued the potential additional consideration of £200,000 ($296,000) which is included in other current liabilities in the consolidated balance sheet at December 31, 2015. Two of the selling shareholders may receive an earn-out in five annual installments of up to £100,000 ($148,000 at December 31, 2015), which will be charged to earnings, provided that Cadogans' EBITDA for each of the years ending October 31,2015, 2016, 2017, 2018 and 2019 is greater than £396,000 ($587,000). In 2015, the selling shareholders earned approximately $46,000 which is reflected in SG&A expenses in the consolidated statement of operations. The Company acquired intangible assets and goodwill amounting to £1,353,000 (approximately $2,165,000 on the date of acquisition) and £601,000 (approximately $954,000), respectively. The acquired intangible assets have a weighted average life of 8.9 years. The acquired intangible assets consist of a client relationship intangible of £1,181,000 ($1,890,000) with a ten-year life, a trade name intangible of £82,000 ($131,000) with a two-year life and a contract intangible of £90,000 ($144,000) with a six-month life. Goodwill, which is not deductible for income tax purposes, has been allocated to the Construction Claims operating segment. Collaborative Partners, Inc. On December 23, 2013, Hill acquired all of the outstanding common stock of Collaborative Partners, Inc. ("CPI"), a firm that provides project management, strategic planning and regulatory services for healthcare, life sciences, educational, commercial and residential construction projects throughout New England. CPI, which has about 30 professionals, has offices in Boston, Massachusetts and Providence, Rhode Island. The acquisition expands the Company's project management business in the New England region of the United States. At closing, the sellers received $2,450,000 in the form of 678,670 shares of the Company's common stock priced at $3.61 per share. On March 7, 2014, the sellers received 171,308 shares of common stock with a value of $618,000 representing CPI's common equity in excess of $600,000. On December 23, 2014, the sellers were to receive, subject to potential offset, an additional $350,000 ("holdback") in shares of common stock; the number of shares was determined based on the average closing price of the common stock for the ten trading days ending on December 18, 2014. The Agreement also provided that should the price of the Company's common stock not increase by 50% to $5.42 on December 23, 2014, the Company will issue additional shares to the sellers representing the difference between $5.42 and the price on December 23, 2014 and (2) the sellers are entitled to receive additional shares of the Company's common stock for (i) 50% of the operating profit of CPI in excess of $1,000,000 for the first 12-month period after closing, but in no event more than $500,000, and (ii) 5% of the net revenue backlog in excess of $10,000,000 on the date 60 days after closing. The Company estimated and accrued $2,697,000 for the potential additional consideration which was included in other current liabilities in the consolidated balance sheet at December 31, 2013. In April 2014, the portion of the liability attributable to the change in the common stock price was waived by the sellers and the liability was eliminated by a credit of $1,225,000 to selling, general and administrative expenses in the consolidated statement of operations for the year ended December 31, 2014. In addition, a portion of the liability attributable to the holdback in shares was not paid and $215,000 was credited to selling, general and administrative expense in the consolidated statement of operations for the year ended December 31, 2014. In May 2015, the Company paid the final installment to the sellers by issuing 148,460 shares of its common stock valued at approximately $530,000. Binnington Copeland & Associates (Pty.) Ltd. On May 30, 2013, Hill International N.V., the Company's wholly-owned subsidiary, acquired all of the outstanding common stock of Binnington Copeland & Associates (Pty.) Ltd. and BCA Training (Pty.) Ltd. (together "BCA"). BCA, with 34 professionals, has offices in Johannesburg and Cape Town, South Africa. The acquisition provides the Company's claims business access to Africa's large infrastructure and mining projects and allows for expansion into the rest of sub-Saharan Africa. Consideration consisted of $2,000,000 plus a potential earn-out, both payable in shares of the Company's common stock. The purchase price is payable as follows: $1,072,400 (the "Closing Date Payment") on the closing date, $927,600 (the "Second Tranche Payment") on July 31, 2013 and an earn-out (the "Third Tranche Payment") to be determined in the third quarter of 2014. The Company issued 379,655 shares of its common stock in satisfaction of the Closing Date Payment; the number of shares was determined by dividing the Closing Date Payment by the average closing price of our common stock for the thirty trading days ending on May 17, 2013. On July 31, 2013, the Company issued 331,444 shares of its common stock in satisfaction of the Second Tranche Payment. The number of shares was determined by dividing the Second Tranche Payment by the average closing price of our common stock for the thirty trading days ending on July 19, 2013. BCA's average net profit before taxes for the two years ended July 31, 2014 was not sufficient to earn any of the Third Tranche payment, which had been estimated to be approximately $902,000 at the date of acquisition. Since no amount was due to the selling shareholders, the liability was eliminated by a credit of $893,000 to selling, general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2014. Engineering S.A. On February 28, 2011, the Company's subsidiary, Hill Spain, indirectly acquired 60% of the outstanding common stock of Engineering S.A., now known as Hill International do Brasil, S.A. ("ESA") one of the largest project management firms in Brazil with approximately 400 professionals. It has main offices in Rio de Janeiro and Sao Paulo and an additional office in Parauapebas. Engineering S.A. provides project management, construction management and engineering consulting services throughout Brazil. Total consideration will not exceed 42,000,000 Brazilian Reais ("BRL") (approximately $25,336,000 at the date of acquisition) consisting of an initial cash payment of BRL22,200,000 (approximately $13,392,000) plus minimum additional payments of BRL7,400,000 (approximately $4,464,000) due on each of April 30, 2012 and 2013 and a potential additional payment of BRL5,000,000 ($3,016,000). Also, ESA's 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 ESA's 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. In April 2014, two of the minority shareholders exercised their ESA Put Option whereby Hill Spain paid approximately 7,838,000 Brazilian Reais (approximately $3,556,000) in October 2014. After the transaction, Hill Spain owned approximately 72% of ESA. In accordance with the guidance in ASC 810-10-45-23, under Changes in the Parent's Ownership Interest in a Subsidiary When There Is No Change in Control, the Company has accounted for this transaction as an equity transaction. Accordingly, Hill Spain reduced noncontrolling interests by BRL5,839,000 (approximately $2,649,000), and reduced additional paid in capital by approximately BRL1,999,000 (approximately $907,000) which represents the excess of the fair value over the amount of the adjustment to noncontrolling interests. The Company estimated the fair value of the potential additional payments to total approximately BRL17,200,000 (approximately $10,376,000) and discounted that amount using an interest rate of 4.72%, the weighted average interest rate on the outstanding borrowings under the Company's credit agreement at the acquisition date. The Company paid the first installment amounting to BRL6,624,000 (approximately $3,508,000 on April 30, 2012 and paid the second installment amounting to BRL11,372,000 (approximately $5,095,000) on July 23, 2013. In April 2015, two shareholders who owned approximately 19% of ESA exercised their ESA Put Options claiming an aggregate value of BRL10,645,000. As an incentive to the sellers to receive Hill's common stock as payment, the Company offered the sellers a 25% premium. The sellers countered the Company's offer by requesting payment in common stock at the U.S. dollar value on April 4, 2015 (approximately $4,374,000) as well as a price guarantee upon the sale of the stock during a 30-day period after closing. The Company agreed to the counter offer and paid the liability with 924,736 shares of its common stock in August 2015. In November 2015, the Company paid approximately $580,000 to the selling shareholders to repurchase 129,648 shares of its common stock. The Company now owns approximately 91% of ESA. Gerens Management Group, S.A. On February 15, 2008, the Company's subsidiary, Hill International N.V. (formerly Hill International S.A.), acquired 60% of the outstanding capital stock of Gerens Management Group, S.A., whose name was subsequently changed to Hill International (Spain), S.A. ("Hill Spain"). In connection with the acquisition, Hill Spain's shareholders entered into an agreement whereby the minority shareholders have a right to compel ("Gerens Put Option") Hill International N.V. to purchase any or all of their shares during the period from March 31, 2010 to March 31, 2020. The purchase price for such shares shall be the greater of (a) €18,000,000 increased by the General Price Index (capped at 3.5% per annum) or (b) ten times Hill Spain's earnings before interest and income taxes for the prior fiscal year, multiplied by a percentage which the shares to be purchased bear to the total number of shares outstanding at the time of purchase. Such amount may be adjusted for increases in equity subsequent to the acquisition date, and can be paid in cash or shares of the Company's common stock at the option of the sellers. During late 2011 through late 2012, ten minority shareholders, who owned approximately 23.9% of the outstanding common stock of Hill Spain, exercised their Gerens Put Options. On January 3, 2013, the Company paid for the additional interest by paying approximately €7,051,000 (approximately $9,325,000). During 2013, the remaining minority shareholders, who owned approximately 6.8% of the outstanding common stock of Hill Spain, exercised their Gerens Put Options. The Company now owns 100% of Hill Spain. The aggregate consideration plus interest was paid on December 4, 2013 in the amount of €2,031,000 (approximately $2,793,000). The balance included interest of approximately €42,000 (approximately $56,000). In connection with the transactions, the Company reduced noncontrolling interests by €828,000 (approximately $1,094,000), increased goodwill by €348,000 (approximately $460,000) and increased intangible assets by approximately €1,161,000 (approximately $1,534,000). |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2015 | |
Accounts Receivable. | |
Accounts Receivable | Note 4—Accounts Receivable The components of accounts receivable are as follows (in thousands): December 31, 2015 2014 Billed $ $ Retainage, current portion Unbilled ​ ​ ​ ​ ​ ​ ​ ​ Allowance for doubtful accounts ) ) ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unbilled receivables primarily represent revenue earned on contracts, which the Company is contractually precluded from billing until predetermined future dates. The increase in accounts receivable in 2015 is attributable to the slowdown of collections primarily in the Middle East, primarily Oman. Included in billed receivables are $761,000 and $1,562,000 of the amounts due from various branches of the U.S. federal government and $136,972,000 and $100,773,000 of receivables from foreign governments at December 31, 2015 and December 31, 2014, respectively. Bad debt expense of $9,079,000, ($2,344,000) and $1,317,000 is included in selling, general and administrative expenses in the consolidated statements of operations for the years ended December 31, 2015, 2014 and 2013, respectively. The increase in bad debt expense in 2015 is related to certain accounts receivable, primarily in the Middle East. The Company has open but inactive contracts with the Libyan Organization for the Development and Administrative Centres ("ODAC"). Due to the civil unrest which commenced in Libya in February 2011, the Company suspended its operations in and demobilized substantially all of its personnel from Libya. At December 31, 2015, the Libya Receivable was approximately $48,975,000 which continues to be fully reserved. It is management's intention to continue to pursue collection of monies owed to the Company by ODAC and, if subsequent payments are received, the Company will reflect such receipts, net of any third party obligations related to the collections, as reductions of SG&A expenses. The Company has recently seen further slowing of collections from its clients in the Middle East, primarily Oman. In 2012, the Company commenced operations on the Oman Airport project with the MOTC in Oman. Throughout the original term of the contract, the Company was paid timely and regularly in accordance with the terms of the contract. The original contract term was to expire in November 2014. In October 2014, the Company applied for a twelve-month extension of time amendment ("first extension") (which was subsequently approved in March 2016). The Company continued to work on the Oman Airport project. During the early part of the first extension, MOTC paid the Company on account for work performed. The Company began to experience delays in payment during the second quarter of 2015 when MOTC commenced its formal review and certification of the Company's invoices. In October 2015, the MOTC paid the Company for work performed in April and May 2015. 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. Accounts receivable from Oman totaled $35,184,000 at December 31, 2015. In March 2016, the MOTC resumed payments, and the Company received $15,000,000 against the accounts receivable from the first extension. Management expects to collect the remaining past-due accounts receivable in the second quarter of 2016. Any additional delays in payments from MOTC or other foreign governments may have a negative impact on the Company's liquidity, financial covenants, financial position and results of operations. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment | |
Property and Equipment | Note 5—Property and Equipment December 31, 2015 2014 (In thousands) Furniture and equipment $ $ Leasehold improvements Automobiles Computer equipment and software ​ ​ ​ ​ ​ ​ ​ ​ Less accumulated depreciation and amortization ) ) ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Information with respect to depreciation expense is as follows (in thousands): Years Ended December 31, 2015 2014 2013 Total depreciation expense $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Portion charged to cost of services $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Portion charged to selling, general and administrative expense $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Intangible Assets | |
Intangible Assets | Note 6—Intangible Assets The following table summarizes the Company's acquired intangible assets (in thousands): December 31, 2015 2014 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Client relationships $ $ $ $ Acquired contract rights Trade names ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Intangible assets, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortization expense related to intangible assets was as follows (in thousands): Years Ended December 31, 2015 2014 2013 $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The following table presents the estimated amortization expense based on our present intangible assets for the next five years (in thousands): Years Ending December 31, Estimated Amortization Expense 2016 $ 2017 2018 2019 2020 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill | |
Goodwill | Note 7—Goodwill The addition to goodwill in 2014 is due to the acquisition of Cadogans ($865,000) and the addition in 2015 is due to the acquisition of IMS ($3,783,000) (see Note 3 for further information). The following table summarizes the changes in the Company's carrying value of goodwill during 2015 and 2014 (in thousands): Project Management Construction Claims Total Balance, December 31, 2013 $ $ Additions — Translation adjustments ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, December 31, 2014 Additions — Translation adjustments ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, December 31, 2015 $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Accounts Payable and Accrued Expenses | |
Accounts Payable and Accrued Expenses | Note 8—Accounts Payable and Accrued Expenses Below are the components of accounts payable and accrued expenses (in thousands): December 31, 2015 2014 Accounts payable $ $ Accrued payroll and related expenses Accrued subcontractor fees Accrued agency fees Accrued legal and professional fees Other accrued expenses ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Notes Payable and Long-Term Deb
Notes Payable and Long-Term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Notes Payable and Long-Term Debt | |
Notes Payable and Long-Term Debt | Note 9—Notes Payable and Long-Term Debt Outstanding debt obligations are as follows (in thousands): December 31, 2015 2014 2014 Term Loan Facility $ $ 2014 Domestic Revolving Credit Facility 2014 International Revolving Credit Facility Borrowings under revolving credit facilities with a consortium of banks in Spain Borrowings under unsecured credit facility with Ibercaja Bank in Spain — Borrowing from Philadelphia Industrial Development Corporation — Other notes payable — ​ ​ ​ ​ ​ ​ ​ ​ Less current maturities ​ ​ ​ ​ ​ ​ ​ ​ Notes payable and long-term debt, net of current maturities $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Refinancing On June 12, 2014, the Company and its subsidiary Hill International N.V. (the "Subsidiary") entered into a Commitment Letter with Société Générale (the "Agent") and SG Americas Securities, LLC, (the "Arranger") pursuant to which the Arranger and the Agent committed to provide secured debt facilities to the Company in an aggregate principal amount of $165,000,000 which would be used to pay off and terminate the Company's then-existing senior credit facility with a bank group led by Bank of America, N.A. and its then-existing second lien term loan with funds managed by Tennenbaum Capital Partners, LLC. Effective as of September 26, 2014 (the "Closing Date"), the Company, entered into a credit agreement with the Agent as administrative agent and collateral agent, TD Bank, N.A., as syndication agent and HSBC Bank USA, N.A., as documentation agent, (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 as administrative agent and collateral agent, (the "International Lender") providing a facility of €11,765,000 ($15,000,000 at closing and $12,863,000 at December 31, 2015) 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 (a) consolidated total debt (minus cash of up to $10,000,000 held in the aggregate) to consolidated earnings before interest, taxes, depreciation, amortization, non-cash items and share-based compensation 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 accounts receivable from 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) accounts receivable from any individual client 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; provided that, in each case, the accounts receivable due from clients located in Libya that exist as of the Closing Date shall be excluded for all purposes of this covenant. The interest rate will be reset as soon as the accounts receivable over 120 days decline below the 10% or 14% levels. At December 31, 2015, no client's accounts receivable exceeded the proscribed limits. In connection with the restatement of its consolidated financial statements as of and for the year ended December 31, 2014 and as of and for the periods ended March 31, 2015 and June 30, 2015, the Company became in technical default of its Secured Credit Facilities due to certain misrepresentations, reporting and affirmative covenant breaches. On November 3, 2015, the Company received a waiver of the default. The Company paid $81,900 and other out-of-pocket expenses incurred by the Administrative Agent. The following tables set forth the Maximum Consolidated Net Leverage Ratio requirements for all reporting periods and the Company's actual ratio at December 31, 2015: Period ending Not to exceed Actual December 31, 2015 March 31, 2016 June 30, 2016 September 30, 2016 December 31, 2016 March 31, 2017 June 30, 2017 September 30, 2017 December 31, 2017 March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 Thereafter 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 Company's U.S. and non-U.S. subsidiaries. In connection with the Refinancing, the Company wrote off deferred financing fees amounting to $1,482,000 by a charge to interest expense and related financing fees, net for the year ended December 31, 2014. Term Loan Facility The interest rate on the Term Loan Facility will be, at the Company's 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. 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, (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 year ending December 31, 2015 (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 Company's 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 were 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 $5,594,000 and $6,712,000 are reflected as reductions of the term loan in the consolidated balance sheets at December 31, 2015 and 2014, respectively. Revolving Credit Facilities The interest rate on borrowings under the U.S. Revolver will be, at the Company's 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. 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. 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 December 31, 2015, the domestic borrowing base was $30,000,000 and the international borrowing base was €11,765,000 (approximately $12,863,000 at December 31, 2015). 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 Company's 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 Company's non-U.S. subsidiaries, and a second-priority security interest in substantially all other assets of the Company and certain of the Company's 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 was 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 $2,250,000 and $2,850,000 are included in other assets in the consolidated balance sheet at December 31, 2015 and 2014, respectively. At December 31, 2015, the Company had $9,360,000 of outstanding letters of credit and $3,140,000 of available borrowing capacity under the U.S. Revolver. At December 31, 2015, the Company had $1,827,000 of outstanding letters of credit and $321,000 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. At December 31, 2015, total borrowings outstanding were $710,000. The Company's 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 €5,340,000 with interest at 6.50% on outstanding borrowings. Total availability under this facility was reduced to 50.0% of the initial limit at December 31, 2015. At December 31, 2015, the total facility was approximately €2,670,000 (approximately $2,919,000) and borrowings outstanding were €2,650,000 (approximately $2,898,000). The amount being financed ("Credit Contracts") by each Financing Entity is between €189,000 (approximately $207,000) and €769,000 (approximately $841,000). To guarantee Hill Spain's 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 ICO (Official Credit Institute) loan with Bankia Bank in Spain for €105,000 (approximately $115,000) at December 31, 2015. The availability is reduced by €15,000 on a quarterly basis. At December 31, 2015, total borrowings outstanding were €105,000 ($115,000). The interest rate at December 31, 2015 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 December 31, 2015) collateralized by certain overseas receivables. At December 31, 2015, there were no borrowings outstanding. The interest rate is the one-month Emirates InterBank Offer Rate plus 3.00% (or 5.50% at December 31, 2015) but no less than 5.50%. This facility was modified in June 2015 to increase availability under Letters of Guarantee to allow for up to AED 200,000,000 (approximately $54,451,000 at December 31, 2015) of which AED 84,778,000 (approximately $23,081,000) was outstanding at December 31, 2015. The credit facility will expire on May 7, 2016. The Company intends to renew this facility. Engineering S.A. maintains four unsecured revolving credit facilities with two banks in Brazil aggregating BRL2,380,000 (approximately $601,000 at December 31, 2015), with a weighted average interest rate of 4.91% per month at December 31, 2015. 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 December 31, 2015, the maximum U.S. dollar equivalent of the commitments was $90,047,000 of which $39,290,000 is outstanding. Scheduled maturities of long term debt are as follows (in thousands): Years Ending December 31, 2016 $ 2017 2018 2019 2020 Thereafter ​ ​ ​ ​ ​ Total $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2015 | |
Supplemental Cash Flow Information | |
Supplemental Cash Flow Information | Note 10—Supplemental Cash Flow Information The Company issues shares of its common stock to its non-employee directors as partial compensation for services on the Company's Board through the next annual stockholders meeting. See Note 11 for further information with respect to this plan. Other activity is provided in the following table (in thousands): Years Ended December 31, 2015 2014 2013 Interest and related financing fees paid $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income taxes paid $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase in property and equipment from a tenant improvement allowance related to the relocation of the corporate headquarters $ $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reduction of noncontrolling interest in connection with acquisitions of additional interests in Engineering S.A. $ ) $ ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase in additional paid in capital from issuance of shares of common stock in connection with the acquisition of an additional interest in ESA $ $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase in additional paid in capital from issuance of shares of common stock related to purchase of CPI $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase in additional paid in capital from issuance of shares of common stock from cashless exercise of stock options $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase in intangible assets and goodwill in connection with acquisitions of Cadogans in 2014 and BCA and CPI in 2013 $ — $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase in deferred income taxes in connection with the acquisition of additional interest in Hill Spain $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common stock issued for acquisitions of BCA and CPI $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Share-Based Compensation | |
Share-Based Compensation | Note 11—Share-Based Compensation 2009 Non-Employee Director Stock Grant Plan The 2009 Non-Employee Director Stock Grant Plan covers 400,000 shares of the Company's common stock. Only the Company's Non-Employee Directors are eligible to receive grants under the plan. Information with respect to the plan's activity follows (in thousands): Years Ended December 31, 2015 2014 2013 Shares issued Compensation expense $ $ $ 2008 Employee Stock Purchase Plan The Employee Stock Purchase Plan covers 2,000,000 shares of the Company's common stock. Eligible employees may purchase shares at 85% of the fair market value on the date of purchase. Information with respect to the plan's activity follows (in thousands): Years Ended December 31, 2015 2014 2013 Shares purchased Aggregate purchase price $ $ $ Compensation expense $ $ $ 2006 Employee Stock Option Plan The 2006 Employee Stock Option Plan, as amended, covers 10,000,000 shares of the Company's common stock. Under its terms, directors, officers and employees of the Company and its subsidiaries are eligible to receive non-qualified and incentive stock options. Options granted to non-employee directors vest immediately and have a five year contractual term. Options granted to officers and employees vest over five years and have a seven-year contractual term. Generally, each option has an exercise price equal to the closing quoted market price of a share of the Company's common stock on the date of grant. For grants of incentive stock options, if the grantee owns, or is deemed to own, 10% or more of the total voting power of the Company, then the exercise price shall be 110% of the closing quoted market price on the date of grant and the option will have a five-year contractual term. Options that are forfeited or expire are available for future grants. At December 31, 2015, a total of 1,431,000 shares of common stock were reserved for future issuance under the plan. The Black-Scholes option valuation model is used to estimate the fair value of the options. The following table summarizes the fair value of options granted during 2015, 2014 and 2013 and the assumptions used to estimate the fair value: December 31, 2015 2014 2013 Average expected life (years) 4.86 4.59 4.29 Forfeiture range 0 - 5.0% 0 - 5.0% 0 - 5.0% Weighted average forfeiture rate 0.3% 0.9% 0.9% Dividends 0% 0% 0% Volatility range 46.9 - 59.9% 61.5 - 65.5% 67.8 - 73.5% Weighted average volatility 58.9% 62.9% 71.7% Range of risk-free interest rates 1.07 - 1.61% 0.86 - 1.74% 0.50 - 1.36% Weighted average risk-free interest rate 1.45% 1.67% 0.77% Weighted average fair value at grant date $2.01 $2.28 $1.95 The expected term of the options is estimated based on the "simplified method" as permitted by SAB No. 110. Expected volatility was calculated using the average historical volatility of similar public companies through June 30, 2011 and of the Company thereafter. The risk-free interest rate is based on U.S. Treasury yields for securities in effect at the time of grants with terms approximating the term of the grants. The assumptions used in the Black-Scholes option valuation model are highly subjective, particularly as to stock price volatility of the underlying stock, which can materially affect the resulting valuation. A summary of the Company's stock option activity and related information for the years ended December 31, 2015, 2014 and 2013 is as follows (in thousands, except exercise price and remaining life data): Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding, December 31, 2012 Granted Exercised ) Expired ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding, December 31, 2013 $ Granted Exercised ) Expired ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding, December 31, 2014 Granted Exercised ) Expired ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding, December 31, 2015 $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable, December 31, 2015 $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Aggregate intrinsic value represents the difference between the exercise prices and the closing stock price on December 31, 2015. At December 31, 2015, the weighted average exercise price of the outstanding options was $4.41 and the closing stock price was $3.88. For various price ranges, weighted average characteristics of outstanding stock options at December 31, 2015 are as follows: Options Outstanding Options Exercisable Weighted Average Remaining Contractual Life Exercise Prices Number Outstanding at December 31, 2015 Weighted Average Exercise Price Number Exercisable at December 31, 2015 Weighted Average Exercise Price $ $ $ — — — — — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ In the years ended December 31, 2015, 2014 and 2013, the Company recorded share-based compensation related to stock options of approximately $2,960,000, $3,292,000 and $2,787,000, respectively, which is included in selling, general and administrative expenses. The following table summarizes the Company's non-vested stock option activity and related information for the years ended December 31, 2015, 2014 and 2013 (in thousands, except weighted average grant date fair value): Options Weighted Average Grant Date Fair Value Per Share Non-vested options at December 31, 2012 Granted Vested ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Non-vested options at December 31, 2013 Granted Vested ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Non-vested options at December 31, 2014 Granted Vested ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Non-vested options at December 31, 2015 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, 2015, total unrecognized compensation cost related to non-vested options was $5,430,000 which will be recognized over the remaining weighted-average service period of 1.93 years. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity | |
Stockholders' Equity | Note 12—Stockholders' Equity Stock Repurchase Program Under its stock repurchase program, the Company is authorized to purchase shares of its common stock up to a total purchase price of $60,000,000. To date, the Company has purchased 5,964,017 shares of its common stock for an aggregate purchase price of $25,018,000, or an average of approximately $4.19 per share. Under the terms of its Secured Credit Facilities (see Note 9), the Company may make additional purchases up to $1,000,000 per year with an aggregate of $3,000,000 as long as immediately before and after giving effect to the purchase, no event of default shall have occurred and be continuing at the time. Other In March 2014, the Company's Chairman and Chief Executive Officer exercised 200,000 options with an exercise price of $2.70 through the Company on a cashless basis. The Company withheld 112,788 shares as payment for the options and placed those shares in treasury. The Chairman and Chief Executive Officer received 87,212 shares from this transaction. During May 2015, four of the Company's directors exercised an aggregate of 84,868 options with an exercise price of $4.25 through the Company on a cashless basis. The Company withheld 67,400 shares as payment for the options and placed those shares in treasury. The directors received a total of 17,468 shares from this transaction. During the year ended December 31, 2015, the Company received cash proceeds of $ 468,000 from the exercise of stock options. On August 6, 2014, in connection with the Refinancing (See Note 9), the Company sold 9,546,629 shares of its common stock in an underwritten equity offering and received net proceeds aggregating approximately $38,078,000, of which two mandatory prepayments of $9,522,402 were used to pay down the 2012 Term Loan Agreement and the 2009 Revolving Credit Agreement. In April 2015, two shareholders who owned approximately 19% of ESA exercised their ESA Put Options. On August 12, 2015, the Company paid the $4,374,000 liability with 924,736 shares of its common stock, of which it repurchased 129,648 shares for an aggregate price of $580,000. See Note 3 for further information. We have an effective registration statement on Form S-3 on file with the U.S. Securities and Exchange Commission (the "SEC") which registered 20,000,000 shares of our common stock for issuance and sale by us at various times in the future. The proceeds, if any, will be used for working capital and general corporate purposes, subject to the restrictions of our Secured Credit Facilities. We have an effective registration statement on Form S-4 on file with the SEC which registered 20,000,000 shares of our common stock, which includes 6,438,923 shares of our common stock registered under a previous Form S-4, for use in future acquisitions. During 2013, we issued 1,389,769 shares in connection with our acquisitions of BCA and CPI. During 2014, we issued 171,308 shares in connection with certain additional consideration for CPI. In 2015, we issued 148,460 shares of our common stock for additional consideration for CPI. See Note 3 for further information. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes | |
Income Taxes | Note 13—Income Taxes The effective tax rates for the years ended December 31, 2015, 2014 and 2013 were 52.2%, 240.4% and 53.7%, respectively. For all the years presented, the Company's effective tax rate is significantly higher than it otherwise would be primarily as a result of not being able to record an income tax benefit related to the U.S. net operating loss and various foreign withholding taxes. This was partially offset in 2013 and 2014 by approximately $2,500,000 of reversal for uncertain tax positions based on management's assessment that those items were effectively settled with a foreign jurisdiction. The Company adopted, on a retrospective basis, the guidance in ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which resulted in the reclassification of $6,575,000 of current deferred tax assets and $2,456,000 of current deferred tax liabilities to non-current as of December 31, 2014. The components of earnings before income taxes by United States and foreign jurisdictions were as follows (in thousands): Years Ended December 31, 2015 2014 2013 United States $ ) $ ) $ ) Foreign jurisdictions ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax expense (benefit) consists of the following: Current Deferred Total Year ended December 31, 2015: U.S. federal $ — $ — $ — State and local — — — Foreign jurisdictions ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2014: U.S. federal $ — $ — $ — State and local — — — Foreign jurisdictions ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2013: U.S. federal $ — $ — $ — State and local — — — Foreign jurisdictions ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The increase in tax expense in 2015 compared to 2014 results from the mix of income and tax rates in the various foreign jurisdictions. In 2014, approximately $2,500,000 of reversal for uncertain tax positions was recorded based on management's assessment that those items were effectively settle with a foreign jurisdiction. The increase in expense in 2014 compared to 2013 results from increased pretax profits from foreign operations, the mix of tax rates in those jurisdictions and no offsetting tax benefits arising from the Company's U.S. net operating losses which management believes the Company will not be able to utilize. The differences between income taxes based on the statutory U.S. federal income tax rate and the Company's effective income tax rate are provided in the following reconciliation (in thousands). Years Ended December 31, 2015 2014 2013 Statutory federal income tax $ $ $ Foreign tax benefit for earnings taxed at lower rates ) ) ) Change in the valuation allowance Net liability (reductions) additions for uncertain tax positions ) ) Excess compensation State and local income taxes, net of federal income tax benefit ) ) ) Stock options Purchase accounting reversal — ) — Reversal of interest allocations to foreign entities — — ) Other ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The tax effect of temporary differences that give rise to deferred tax assets and deferred tax liabilities are as follows (in thousands): December 31, 2015 2014 Deferred tax assets: Net operating loss carry forward—U.S. operations $ $ Amortization of intangibles Net operating loss carry forward—foreign operations Compensated absences Foreign income taxes on currency translation Share based compensation Allowance for uncollectible accounts Bonus accrual Deferred income — Foreign tax credit Other ​ ​ ​ ​ ​ ​ ​ ​ Total gross deferred tax assets Valuation allowances ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net deferred tax assets ​ ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities: Intangible assets ) ) Depreciation ) ) Prepaid expenses ) ) Change in tax method ) ) Accrued expenses — ) ​ ​ ​ ​ ​ ​ ​ ​ Total gross deferred tax liabilities ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net deferred tax assets $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ASC 740, 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. Due to recurring net operating losses in the United States, management has determined that it is more likely than not that the Company will not be able to utilize its U.S. deferred tax assets. The Company continues to generate U.S. net operating losses and has recorded additional valuation allowances of $7,569,000 and $15,319,000 at December 31, 2015 and 2014, respectively. U.S. valuation allowances of $49,670,000 and $42,087,000 were recorded at December 31, 2015 and 2014, respectively, primarily related to the U.S. net operating loss carryforwards. As a result, the U.S. deferred tax assets, net of U.S. deferred tax liabilities, are fully reserved at December 31, 2015. Cumulative U.S. federal and state net operating losses at December 31, 2015 are $117,367,000 and $120,270,000, respectively. At December 31, 2015 and 2014, there were approximately $29,016,000 and $33,933,000, respectively, of gross foreign net operating loss carry forwards. The majority of these net operating loss carry forwards have an unlimited carry forward period. It is anticipated that these losses will not be utilized due to continuing losses in these jurisdictions. Foreign valuation allowances of $16,700,000 and $16,713,000 were recorded at December 31, 2015 and 2014, respectively, primarily related to the foreign allowance for doubtful accounts in connection with the Libya Receivable reserve and the foreign net operating loss carryforwards. The Company has made no provision for U.S. taxes on $131,147,000 of cumulative earnings of foreign subsidiaries as those earnings are intended to be reinvested for an indefinite period of time and are not intended to be distributed to the U.S. Upon distribution of these earnings in the form of dividends or otherwise, the Company may be subject to U.S. income taxes and foreign withholding taxes. It is not practical, however, to estimate the amount of taxes that may be payable on the eventual repatriation of these earnings. In 2013, deferred tax assets and additional paid in capital were reduced by $583,000 to record the differential between book expense and tax expense related to the vesting of restricted stock. The Company will recognize a tax benefit in the financial statements for an uncertain tax position only if management's assessment is that the position is "more likely than not" (i.e., a likelihood greater than 50 percent) to be allowed by the tax jurisdiction based solely on the technical merits of the position. The term "tax position" refers to a position in a previously filed tax return or a position expected to be taken in a future tax return that is reflected in measuring current or deferred income tax assets and liabilities for financial reporting purposes. The following table indicates the changes to the Company's uncertain tax positions for the years ended December 31, 2015 and 2014 including interest and penalties (in thousands): Years Ended December 31, 2015 2014 Balance, beginning of year $ $ Reductions based on tax positions related to prior years ) ) Additions based on tax positions related to prior years ​ ​ ​ ​ ​ ​ ​ ​ Balance, end of year $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Company files income tax returns in the U.S. federal jurisdiction and in various state and foreign jurisdictions. The Company generally is no longer subject to U.S. or state examinations by tax authorities for taxable years prior to 2012. However, net operating losses utilized from prior years in subsequent years' tax returns are subject to examination until three years after the filing of subsequent years' tax returns. The statute of limitations expiration in foreign jurisdictions for corporate tax returns generally ranges between two and five years depending on the jurisdiction. The Company's policy is to record income tax related interest and penalties in income tax expense. At December 31, 2015, 2014 and 2013, the Company has accrued $500,000, $520,000 and $172,000, respectively, related to potential interest and penalties. The Company's income tax returns are based on calculations and assumptions that are subject to examinations by the Internal Revenue Service and other tax authorities. While the Company believes it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of its provision for income taxes. As part of its assessment of potential adjustments to its tax returns, the Company increases its current tax liability to the extent an adjustment would result in a cash tax payment or decreases its deferred tax assets to the extent an adjustment would not result in a cash tax payment. The Company continually assesses the likelihood and amount of potential adjustments and adjusts the income tax provision, the current tax liability and deferred taxes in the period in which the facts that give rise to a revision become known. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 14—Commitments and Contingencies General Litigation M.A. Angeliades, Inc. ("Plaintiff") filed a complaint with the Supreme Court of New York against the Company and the New York City Department of Design and Construction ("DDC") regarding payment of approximately $8,771,000 for work performed as a subcontractor to the Company plus interest and other costs. On October 5, 2015, pursuant to a settlement agreement, Hill paid Plaintiff approximately $2,596,000, including interest amounting to $1,056,000, of which $448,000 had been previously accrued and $608,000 was charged to expense for the year ended December 31, 2015. The remaining issues regarding Plaintiff's requests for change orders and compensation for delay are being negotiated between Plaintiff and the DDC. A former executive of the Company ("Plaintiff") resigned and filed a labor dispute with the Company in the Dubai Labour Court seeking AED 4,536,239 (approximately $1,210,000) for end of service remuneration. The Company filed a counterclaim against Plaintiff for breach of employment contract and filed a complaint against Plaintiff's new employer, Driver Group plc, in the UK for breach of non-solicitation and non-compete obligations in Plaintiff's employment agreement. On June 15, 2015, the Company paid Plaintiff AED 750,000 (approximately $200,000) pursuant to an executed settlement agreement. During year ended December 31, 2015, the Company recorded an additional $100,000 associated with the settlement payment and $834,000 of related legal costs. 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 Company's 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 Company's financial condition, results of operations or cash flows. Off-Balance Sheet Arrangements The Company enters into agreements with banks for the banks to issue bonds to clients or potential clients for three separate purposes as follows: (1) Certain of the Company's subsidiaries (Hill International N.V., Hill International (UK) Ltd. and Hill International (Middle East) Ltd.) have entered into contracts for the performance of construction management services which provide that the Company receive advance payment of some of the management fee from the client prior to commencement of the construction project. However, the clients require a guarantee of service performance in the form of an advance payment bond. These bonds are evidenced by Letters of Guarantee issued by the subsidiaries' banks in favor of the clients. In some cases these clients also require a parent company guarantee. (2) The Company may also enter into certain contracts which require a performance bond to be issued by a bank in favor of the client for a portion of the value of the contract. These bonds may be exercised by the client in instances where the Company fails to provide the contracted services. (3) Certain clients may require bonds as part of the bidding process for new work. The bid bonds are provided to demonstrate the financial strength of the companies seeking the work and are usually outstanding for short periods. If the bid is rejected the bond is cancelled and if the bid is accepted the Company may be required to provide a performance bond. The maximum potential future payment under these arrangements at December 31, 2015 was $73,558,000. Cash held in restricted accounts as collateral for the issuance of performance and advance payment bonds and letters of credit at December 31, 2015 and 2014 were $4,696,000 and $16,007,000, respectively. Acquisition-related As of December 31, 2015 our subsidiary, Hill International (Spain), S.A. ("Hill Spain"), owned an indirect 91% interest in Engineering S.A. ("ESA"), a firm located in Brazil. ESA's 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 ESA's 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. See Note 3. 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). See Note 3. The Company has accrued approximately TRY 6,100,000 ($2,088,000) for potential future payments in connection with the acquisition of IMS. See Note 3. Other On December 31, 2012, the Company identified a potential employment tax liability related to certain foreign subsidiaries' treatment of certain individuals as independent contractors rather than as employees. On June 24, 2013, the Company received an indemnification from the selling shareholders for periods prior to 2013. Accordingly, the Company reversed the accrual established in 2012 and reflected approximately $3,600,000 as a credit to selling, general and administrative expenses in the consolidated statement of operations for the year ended December 31, 2013. The Company believes, based upon certain professional advice that it is remote that a future liability will be established for the potential employment taxes relating to certain foreign independent contractors and, therefore, has made no accrual for such potential liability. |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2015 | |
Operating Leases | |
Operating Leases | Note 15—Operating Leases The Company has numerous operating leases which have various expiration dates through December, 2027. Rent expense was approximately $14,577,000, $13,902,000 and $12,408,000 for the years ended December 31, 2015, 2014 and 2013, respectively, which is included in selling, general and administrative expenses in the consolidated statements of earnings. The Company is required to pay property taxes, utilities and other costs related to several of its leased office facilities. At December 31, 2015, approximate future minimum payments under these leases that have remaining non-cancelable lease terms in excess of one year are as follows (in thousands): Years Ending December 31, 2016 $ 2017 2018 2019 2020 Thereafter ​ ​ ​ ​ ​ Total $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Benefit Plans | |
Benefit Plans | Note 16—Benefit Plans The Company maintains a 401(k) Retirement Savings Plan (the "401(k) Plan") for qualified employees. The terms of the 401(k) Plan define qualified employees as those over 21 years of age. The Company matches 50% of employee contributions up to 2% of employee compensation up to a maximum $2,650. For the years ended December 31, 2015, 2014 and 2013, the Company recognized expense amounting to $905,000, $801,000 and $734,000, respectively, which is included in selling, general and administrative expenses in the consolidated statements of earnings. |
Business Segment Information
Business Segment Information | 12 Months Ended |
Dec. 31, 2015 | |
Business Segment Information | |
Business Segment Information | Note 17—Business Segment Information The Company's 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 services 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 Company's reportable segments (in thousands): Consulting Fee Revenue ("CFR") 2015 2014 2013 Project Management $ % $ % $ % Construction Claims ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ % $ % $ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Revenue 2015 2014 2013 Project Management $ % $ % $ % Construction Claims ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ % $ % $ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Profit 2015 2014 2013 Project Management $ $ $ Equity in loss of affiliates — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Project Management Construction Claims Corporate ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and Amortization Expense 2015 2014 2013 Project Management $ $ $ Construction Claims ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Subtotal segments Corporate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consulting Fee Revenue by Geographic Region 2015 2014 2013 U.S./Canada $ % $ % $ % Latin America Europe Middle East Africa Asia/Pacific ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ % $ % $ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. $ % $ % $ % Non-U.S. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ % $ % $ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, 2015, consulting fee revenue for the United Arab Emirates amounted to $115,181,000 representing 18.3% of the total. No other country except for the United States accounted for over 10% of consolidated consulting fee revenue. For the year ended December 31, 2014, consulting fee revenue for the United Arab Emirates amounted to $73,329,000 representing 12.7% of the total and Oman's consulting fee revenue amounted to $66,896,000 representing 11.6% of the total. No other country except for the United States accounted for over 10% of consolidated consulting fee revenue. For the year ended December 31, 2013, consulting fee revenue for the United Arab Emirates amounted to $66,918,000 representing 13.1% of the total and Oman's consulting fee revenue amounted to $51,053,000 representing 10.0% of the total. No other country except for the United States accounted for over 10% of consolidated consulting fee revenue. Total Revenue by Geographic Region 2015 2014 2013 U.S./Canada $ % $ % $ % Latin America Europe Middle East Africa Asia/Pacific ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ % $ % $ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. $ % $ % $ % Non-U.S. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ % $ % $ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, 2015, total revenue for the United Arab Emirates amounted to $118,957,000 representing 16.5% of the total. No other country except for the United States accounted for over 10% of consolidated total revenue. For the year ended December 31, 2014, total revenue for the United Arab Emirates amounted to $74,708,000 representing 11.6% of the total and Oman's total revenue amounted to $70,798,000 representing 11.0% of the total. No other country except for the United States accounted for over 10% of consolidated total revenue. For the year ended December 31, 2013, total revenue for the United Arab Emirates amounted to $68,158,000 representing 11.8% of the total. No other country except for the United States accounted for over 10% of consolidated total revenue. Consulting Fee Revenue By Client Type 2015 2014 2013 U.S. federal government $ % $ % $ % U.S. state, regional and local governments Foreign governments Private sector ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ % $ % $ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Revenue By Client Type 2015 2014 2013 U.S. federal government $ % $ % $ % U.S. state, regional and local governments Foreign governments Private sector ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ % $ % $ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Assets by Geographic Region December 31, 2015 2014 U.S./Canada $ $ Latin America Europe Middle East Africa Asia/Pacific ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. $ $ Non-U.S. ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Property, Plant and Equipment, Net by Geographic Location December 31, 2015 2014 U.S./Canada $ $ Latin America Europe Middle East Africa Asia/Pacific ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. $ $ Non-U.S. ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Quarterly Results (Unaudited)
Quarterly Results (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Results (Unaudited) | |
Quarterly Results (Unaudited) | Quarterly Results (Unaudited) The following is a summary of certain quarterly financial information for fiscal years 2015 and 2014 (in thousands except per share data). First Quarter Second Quarter Third Quarter Fourth Quarter Total 2015 Consulting fee revenue $ $ $ $ $ Total revenue Gross profit Operating profit (1) Net earnings (loss) ) Net earnings (loss) attributable to Hill ) Basic earnings (loss) per common share $ $ $ $ ) $ Diluted earnings (loss) per common share $ $ $ $ ) $ 2014 Consulting fee revenue $ $ $ $ $ Total revenue Gross profit Operating profit Net earnings (loss) ) ) ) Net earnings (loss) attributable to Hill ) ) ) Basic earnings (loss) per common share $ $ $ ) $ ) $ ) Diluted earnings (loss) per common share $ $ $ ) $ ) $ ) (1) There were significant charges totaling $4,998,000 that adversely affected the results for the fourth quarter of 2015. These charges included the following: • $2,247,000 of increased bad debt expense; • $959,000 related to a write-down of a note receivable to the value of the underlying collateral; • $832,000 of legal and other professional fees related to the shareholder proxy contest; • $562,000 of severance costs associated with our cost optimization plan; and • $398,000 of legal and other professional fees related to the restatement of the Company's consolidated financial statements for 2014, 2013 and 2012. |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Schedule II Valuation and Qualifying Accounts | |
Schedule II Valuation and Qualifying Accounts | Schedule II Hill International, Inc. and Subsidiaries Valuation and Qualifying Accounts (Allowance for Uncollectible Receivables—in thousands) Balance at Beginning of Fiscal Year Additions (Recoveries) Charged (Credited) to Earnings Other- Allowance Acquired in Business Combinations Uncollectible Receivables Written off, Net of Recoveries Balance at End of Fiscal Year Fiscal year ended December 31, 2015 $ $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended December 31, 2014 $ $ ) $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended December 31, 2013 $ $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Principles of Consolidation | (a) Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). The consolidated financial statements include the accounts of Hill International, Inc. and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Foreign Currency Translations and Transactions | (b) Foreign Currency Translations and Transactions Assets and liabilities of all foreign operations are translated at year-end rates of exchange while revenues and expenses are translated at the average monthly exchange rates. Gains or losses resulting from translating foreign currency financial statements are accumulated in a separate component of stockholders' equity entitled accumulated other comprehensive loss until the entity is sold or substantially liquidated. Gains or losses arising from foreign currency transactions (transactions denominated in a currency other than the entity's local currency) are reflected in selling, general and administrative expenses in the consolidated statement of operations. |
Use of Estimates and Assumptions | (c) Use of Estimates and Assumptions The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and the revenue and expenses reported for the periods covered by the financial statements and certain amounts disclosed in the accompanying notes to the consolidated financial statements. Actual results could differ significantly from those estimates and assumptions. The estimates affecting the consolidated financial statements that are particularly significant include revenue recognition, allocation of purchase price to acquired intangibles and goodwill, fair value of contingent consideration, recoverability of long-lived assets, income taxes, allowance for doubtful accounts and commitments and contingencies. |
Fair Value Measurements | (d) Fair Value Measurements The fair value of financial instruments, which primarily consists of cash and cash equivalents, accounts receivable and accounts payable, approximates carrying value due to the short-term nature of the instruments. The carrying value of our various credit facilities approximates fair value as the interest rate is variable. Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it would transact, and the Company considers assumptions that market participants would use when pricing the asset or liability. Nonfinancial assets and liabilities, such as goodwill and long lived assets that are initially recorded at fair value, will be assessed for impairment, if deemed necessary. During the years ended December 31, 2015 and 2014, the Company did not record any impairment to any financial or nonfinancial assets or liabilities. |
Cash and Cash Equivalents | (e) Cash and Cash Equivalents Cash and cash equivalents include cash on hand and investments in money market funds and investment grade securities held with high quality financial institutions. The Company considers all highly liquid instruments purchased with a remaining maturity of three months or less at the time of purchase to be cash equivalents. |
Restricted Cash | (f) Restricted Cash Restricted cash represents cash collateral required to be maintained in foreign bank accounts to serve as collateral for letters of credit, bonds or guarantees on several projects. The cash will remain restricted until the respective project has been completed, which typically is greater than one year. |
Concentrations of Credit Risk | (g) Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash investments and accounts receivable. The Company maintains its cash accounts with high quality financial institutions. Although the Company currently believes that the financial institutions, with which it does business, will be able to fulfill their commitments to it, there is no assurance that those institutions will be able to continue to do so. The Company provides professional services, under contractual arrangements, to domestic and foreign governmental units, institutions and the private sector. To reduce credit risk, the Company performs ongoing credit evaluations of its clients and does not require collateral beyond customary retainers. The following tables show the number of the Company's clients which contributed 10% or more of total revenue and accounts receivable: Years Ended December 31, 2015 2014 2013 Number of 10% clients — — Percentage of total revenue N/A % N/A December 31, 2015 2014 2013 Number of 10% clients — — Percentage of accounts receivable % N/A N/A The following provides information with respect to total revenue from contracts with U.S. federal government agencies: Years Ended December 31, 2015 2014 2013 Percentage of total revenue % % % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Allowance for Doubtful Accounts | (h) Allowance for Doubtful Accounts The allowance for doubtful accounts is an estimate prepared by management based on identification of the collectability of specific accounts and the overall condition of the receivable portfolios. When evaluating the adequacy of the allowance for doubtful accounts, the Company specifically analyzes trade receivables, including retainage receivable, historical bad debts, client credits, client concentrations, client credit worthiness, current economic trends and changes in client payment terms. If the financial condition of clients were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Likewise, should the Company determine that it would be able to realize more of its receivables in the future than previously estimated, an adjustment to the allowance would increase earnings in the period such determination was made. The allowance for doubtful accounts is reviewed on a quarterly basis and adjustments are recorded as deemed necessary. |
Property and Equipment | (i) Property and Equipment Property and equipment is stated at cost, less accumulated depreciation and amortization. Depreciation and amortization is provided over the estimated useful lives of the assets as follows: Method Estimated Useful Life Furniture and equipment Straight-line 10 years Leasehold improvements Straight-line Shorter of estimated useful life or lease term Computer equipment and software Straight-line 3 to 5 years Automobiles Straight-line 5 years The Company capitalizes costs associated with internally developed and/or purchased software systems that have reached the application development stage and meet recoverability tests. Capitalized costs include external direct costs of materials and services utilized in developing or obtaining internal-use software, payroll and payroll-related expenses for employees who are directly associated with and devote time to the internal-use software project. Capitalization of such costs begins when the preliminary project stage is complete and ceases no later than the point at which the project is substantially complete and ready for its intended purpose. Costs for general and administrative, overhead, maintenance and training, as well as the cost of software that does not add functionality to existing systems, are expensed as incurred. Upon retirement or other disposition of these assets, the cost and related depreciation are removed from the accounts and the resulting gain or loss, if any, is reflected in results of operations. Expenditures for maintenance, repairs and renewals of minor items are charged to expense as incurred. Major renewals and improvements are capitalized. |
Retainage Receivable | (j) Retainage Receivable Retainage receivable represents balances billed but not paid by clients pursuant to retainage provisions in the construction management contracts and will be due upon completion of specific tasks or the completion of the contract. The current portion of retainage receivable is included in accounts receivable and the long-term portion of retainage receivable is included in retainage receivable in the consolidated balance sheets. |
Long-Lived Assets | (k) Long-Lived Assets Acquired intangible assets consist of contract rights, client related intangibles and trade names arising from the Company's acquisitions. Contract rights represent the fair value of contracts in progress and backlog of an acquired entity. For intangible assets purchased in a business combination, the estimated fair values of the assets are used to establish the cost bases. Valuation techniques consistent with the market approach, the income approach and the cost approach are used to measure fair value. These assets are amortized over their estimated lives which range from three to fifteen years. The Company reviews long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset is less than its carrying amount, the asset is considered to be impaired. Impairment losses are measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flow discounted at a rate commensurate with the risks associated with the recovery of the asset. Assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. |
Goodwill | (l) Goodwill Goodwill represents the excess of purchase price and other related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. Acquired intangible assets other than goodwill are amortized over their useful lives. For intangible assets purchased in a business combination, the estimated fair values of the assets are used to establish the cost bases. Valuation techniques consistent with the market approach and the income approach are used to measure fair value. Goodwill is tested annually for impairment in its fiscal third quarter. The Company has determined that it has two reporting units, the Project Management unit and the Construction Claims unit. The Company made that determination based on the similarity of the services provided, the methodologies in delivering our services and the similarity of the client base in each of these units. Goodwill is assessed for impairment using a two-step approach. In the first step of the impairment test, the Company compares the fair value of the reporting unit in which the goodwill resides to its carrying value. To the extent the carrying amount of a reporting unit exceeds its fair value, an indication exists that the reporting unit's goodwill may be impaired and the Company must perform a second more detailed assessment. The second step, if necessary, involves allocating the reporting unit's fair value to all of its recognized and unrecognized assets and liabilities in order to determine the implied fair value of the reporting unit's goodwill as of the assessment date. The implied fair value of the reporting unit's goodwill is then compared to the carrying amount of goodwill to quantify an impairment charge as of the assessment date. Application of the goodwill impairment test requires significant judgments including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the businesses, the useful life over which cash flows will occur, and determination of the Company's weighted average cost of capital. The Company's changes in estimates and assumptions could materially affect the determination of fair value and/or conclusions on goodwill impairment for each reporting unit. The Company performed its annual impairment test effective July 1, 2015 and noted no impairment for either of its reporting units. In the future, the Company will continue to perform the annual test during its fiscal third quarter unless events or circumstances indicate an impairment may have occurred before that time. |
Investments | (m) Investments The Company will, in the ordinary course, form joint ventures for specific projects. These joint ventures have historically required limited or no investment and simply provide a pass-through for the Company's billings. Any distributions in excess of the Company's billings are accounted for as income when received. The Company's cost-basis investments at December 31, 2015 and 2014 are as follows: December 31, 2015 2014 RAMPED Metro Joint Venture(1) $ $ — Concessia, Cartera y Gestion de Infrastructuras S.A.(2) Other ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) The Company has a 45% interest in this joint venture which was formed for construction management of the Riyadh Metro system in Saudi Arabia. (2) The Company has a 4.45% interest in this entity which invests in the equity of companies which finance, construct and operate various public and private infrastructure projects in Spain. |
Deferred Revenue | (n) Deferred Revenue In certain instances the Company may collect advance payments from clients for future services. Upon receipt, the payments are reflected as deferred revenue in the Company's consolidated balance sheet. As the services are performed, the Company reduces the balance and recognizes revenue. |
Deferred Rent | (o) Deferred Rent Rent expenses for operating leases which include scheduled rent increases is determined by expensing the total amount of rent due over the life of the operating lease on a straight-line basis. The difference between the rent paid under the terms of the lease and the rent expensed on a straight-line basis is recorded as a liability. The deferred rent at December 31, 2015 and 2014 was $3,744,000 and $2,968,000, respectively, and is included in other liabilities in the consolidated balance sheet. |
Income Taxes | (p) Income Taxes The Company estimates income taxes in each of the jurisdictions in which it operates. This process involves estimating its actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the Company's consolidated balance sheets. The Company assesses the likelihood that the deferred tax assets will be recovered from future taxable income and to the extent it believes recovery is not likely, the Company establishes a valuation allowance. To the extent the Company establishes a valuation allowance in a period, it must include an expense within the tax provision in the consolidated statements of earnings. The Company has recorded a valuation allowance to reduce the deferred tax asset to an amount that is more likely to be realized in future years. If the Company determines in the future that it is more likely that the deferred tax assets subject to the valuation allowance will be realized, then the previously provided valuation allowance will be adjusted. The Company recognizes a tax benefit in the financial statements for an uncertain tax position only if management's assessment is that the position is "more likely than not" (i.e., a likelihood greater than 50 percent) to be allowed by the tax jurisdiction based solely on the technical merits of the position. The term "tax position" refers to a position in a previously filed tax return or a position expected to be taken in a future tax return that is reflected in measuring current or deferred income tax assets and liabilities for interim or annual periods. |
Revenue Recognition | (q) Revenue Recognition The Company generates revenue primarily from providing professional services to its clients. Revenue is generally recognized upon the performance of services. In providing these services, the Company may incur reimbursable expenses, which consist principally of amounts paid to subcontractors and other third parties and travel and other job related expenses that are contractually reimbursable from clients. The Company has determined that it will include reimbursable expenses in computing and reporting its total revenue as long as the Company remains responsible to the client for the fulfillment of the contract and for the overall acceptability of all services provided. The Company earns its revenue from time-and-materials, cost-plus and fixed-price contracts. If estimated total costs on any contract indicate a loss, the Company charges the entire estimated loss to operations in the period the loss becomes known. The cumulative effect of revisions to revenue, estimated costs to complete contracts, including penalties, incentive awards, change orders, claims, anticipated losses, and others are recorded in the accounting period in which the events indicating a loss are known and the loss can be reasonably estimated. Such revisions could occur at any time and the effects may be material. Time-and-Materials Contracts Under its time-and-materials contracts, the Company negotiates hourly billing rates and charges its clients based on the actual time that the Company spends on a project. In addition, clients reimburse the Company for its actual out-of-pocket costs of materials and other direct incidental expenditures that the Company incurs in connection with its performance under the contract. Its profit margins on time-and-materials contracts fluctuate based on actual labor and overhead costs that the Company directly charges or allocates to contracts compared with negotiated billing rates. Revenue on these contracts are recognized based on the actual number of hours the Company spends on the projects plus any actual out-of-pocket costs of materials and other direct incidental expenditures that the Company incurs on the projects. Its time-and-materials contracts generally include annual billing rate adjustment provisions. Cost-Plus Contracts The Company has two major types of cost-plus contracts: Cost-Plus Fixed Fee Under cost-plus fixed fee contracts, the Company charges its clients for its costs, including both direct and indirect costs, plus a fixed negotiated fee. In negotiating a cost-plus fixed fee contract, the Company estimates all recoverable direct and indirect costs and then adds a fixed profit component. The total estimated cost plus the negotiated fee represents the total contract value. The Company recognizes revenue based on the actual labor costs, based on hours of labor effort, plus non-labor costs the Company incurs, plus the portion of the fixed fee the Company has earned to date. The Company invoices for its services as revenue is recognized or in accordance with agreed-upon billing schedules. Aggregate revenue from cost-plus fixed fee contracts may vary based on the actual number of labor hours worked and other actual contract costs incurred. However, if actual labor hours and other contract costs exceed the original estimate agreed to by its client, the Company generally must obtain a change order, contract modification, or successfully prevail in a claim in order to receive additional revenue relating to the additional costs (see " Change Orders and Claims "). Cost-Plus Fixed Rate Under its cost-plus fixed rate contracts, the Company charges clients for its costs plus negotiated rates based on its indirect costs. In negotiating a cost-plus fixed rate contract, the Company estimates all recoverable direct and indirect costs and then adds a profit component, which is a percentage of total recoverable costs to arrive at a total dollar estimate for the project. The Company recognizes revenue based on the actual total number of labor hours and other costs the Company expends at the cost plus the fixed rate the Company negotiated. Similar to cost-plus fixed fee contracts, aggregate revenue from cost-plus fixed rate contracts may vary and the Company generally must obtain a change order, contract modification, or successfully prevail in a claim in order to receive additional revenue relating to any additional costs that exceed the original contract estimate (see " Change Orders and Claims "). Labor costs and subcontractor services are the principal components of its direct costs on cost-plus contracts, although some include materials and other direct costs. Some of these contracts include a provision that the total actual costs plus the fee will not exceed a guaranteed price negotiated with the client. Others include rate ceilings that limit the reimbursement for general and administrative costs, overhead costs and materials handling costs. The accounting for these contracts appropriately reflects such guaranteed price or rate ceilings. Firm Fixed-Price ("FFP") Contracts The Company's FFP contracts have historically accounted for most of its fixed-price contracts. Under FFP contracts, the Company's clients pay an agreed amount negotiated in advance for a specified scope of work. The Company recognizes revenue on FFP contracts using the percentage-of-completion method (recognizing revenue as costs are incurred). Profit margins the Company recognizes in all periods prior to completion of the project on any FFP contract depend on the accuracy of the Company's estimates of approximate revenue and expenses and will increase to the extent that its current estimates of aggregate actual costs are below amounts previously estimated. Conversely, if the Company's current estimated costs exceed prior estimates, its profit margins will decrease and the Company may realize a loss on a project. In order to increase aggregate revenue on the contract, the Company generally must obtain a change order, contract modification, or successfully prevail in a claim in order to receive payment for the additional costs (see " Change Orders and Claims "). Change Orders and Claims Change orders are modifications of an original contract that effectively change the provisions of the contract without adding new provisions. Either the Company or its client may initiate change orders. They may include changes in specifications or design, manner of performance, facilities, equipment, materials, sites and period of completion of the work. Claims are amounts in excess of the agreed contract price that the Company seeks to collect from its clients or others for client-caused delays, errors in specifications and designs, contract terminations, change orders that are either in dispute or are unapproved as to both scope and price, or other causes of unanticipated additional contract costs. Change orders and claims occur when changes are experienced once contract performance is underway. Change orders are sometimes documented and terms of such change orders are agreed with the client before the work is performed. Sometimes circumstances require that work progresses before agreement is reached with the client. Costs related to change orders and claims are recognized when they are incurred. Change orders and claims are included in total estimated contract revenue when it is probable that the change order or claim will result in a bona fide addition to contract value that can be reliably estimated. No profit is recognized on claims until final settlement occurs; unapproved change orders are evaluated as claims. This can lead to a situation where costs are recognized in one period and revenue is recognized when client agreement is obtained or claims resolution occurs, which can be in subsequent periods. The Company has contracts with the U.S. government that contain provisions requiring compliance with the U.S. Federal Acquisition Regulations ("FAR"). These regulations are generally applicable to all of its federal government contracts and are partially or fully incorporated in many local and state agency contracts. They limit the recovery of certain specified indirect costs on contracts subject to the FAR. Cost-plus contracts covered by the FAR provide for upward or downward adjustments if actual recoverable costs differ from the estimate billed under forward pricing arrangements. Most of its federal government contracts are subject to termination at the convenience of the client. Contracts typically provide for reimbursement of costs incurred and payment of fees earned through the date of such termination. Federal government contracts which are subject to the FAR and some state and local governmental agencies require audits, which are performed for the most part by the Defense Contract Audit Agency ("DCAA"). The DCAA audits the Company's overhead rates, cost proposals, incurred government contract costs, and internal control systems. During the course of its audits, the DCAA may question incurred costs if it believes the Company has accounted for such costs in a manner inconsistent with the requirements of the FAR or Cost Accounting Standards and recommend that its U.S. government corporate administrative contracting officer disallow such costs. Historically, the Company has not experienced significant disallowed costs as a result of such audits. However, the Company can provide no assurance that the DCAA audits will not result in material disallowances of incurred costs in the future. |
Share-Based Compensation | (r) Share-Based Compensation The Company uses the Black-Scholes option pricing model to measure the estimated fair value of options to purchase the Company's common stock. The compensation expense, less estimated forfeitures, is being recognized over the service period on a straight-line basis. The Company's policy is to use newly issued shares to satisfy the exercise of stock options. |
Advertising Costs | (s) Advertising Costs Advertising costs are expensed as incurred and amounted to the following (in thousands): Years Ended December 31, 2015 2014 2013 $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Earnings per Share | (t) Earnings per Share Basic earnings per common share has been computed using the weighted-average number of shares of common stock outstanding during the year. Diluted earnings per common share incorporates the incremental shares issuable upon the assumed exercise of stock options using the treasury stock method. Dilutive stock options increased average common shares outstanding by approximately 437,000 and 225,000 shares for the years ended December 31, 2015 and 2013, respectively. Options to purchase 3,849,000 shares, 3,521,000 shares and 5,364,000 shares of the Company's common stock were not included in the calculation of common shares outstanding for the years ended December 31, 2015, 2014 and 2013, respectively, because they were anti-dilutive. |
New Accounting Pronouncements | (u) New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers, which will replace most existing revenue recognition guidance in U.S. GAAP, including industry-specific guidance. The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The ASU requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. The ASU allows for both retrospective and prospective methods of adoption. The ASU was to be effective for interim and annual periods commencing after December 15, 2016, however, in August 2015, the FASB issued ASU 2015-14 which defers the effective date for one year. Early adoption is permitted as of January 1, 2017. The Company is in the process of determining the method of adoption and assessing the impact of this ASU on its consolidated financial statements. In January 2015, the FASB issued ASU No. 2015-01, Income Statement—Extraordinary and Unusual Items. The ASU eliminates the concept of extraordinary items, but the presentation and disclosure guidance for items that are unusual in nature or occur infrequently has been retained. The ASU is effective for the Company commencing January 1, 2016 with early adoption permitted. Adoption of this ASU did not have a material impact on the Company's consolidated financial statements. In April 2015, the FASB has issued ASU No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, rather than as an amortizable deferred charge. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The ASU permits early adoption. The Company adopted the guidance retrospectively which resulted in the reclassification of $6,712,000 of deferred financing costs from other assets to long-term debt as a reduction of the 2014 Term Loan at December 31, 2014. This ASU did not have a material impact on the Company's consolidated financial statements. Because this ASU did not address debt issuance costs associated with line-of-credit arrangements, the FASB issued ASU 2015-15, which indicates that the SEC Staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. In September 2015, the FASB issued ASU NO. 2015-16, Business Combinations (Topic 825-10): Simplifying the Accounting for Measurement-Period Adjustments. The ASU affects all entities that have reported provisional amounts for items in a business combination for which the accounting is incomplete at the end of the reporting period in which the combination occurs and during the measurement period have an adjustment to those provisional amounts. The ASU requires the acquirer to recognize adjustments to provisional amounts in the reporting period in which the adjustment amounts are determined with disclosure of the adjustment amounts and the related financial statement line items. This ASU is effective for the Company commencing January 1, 2017 with early adoption permitted. The Company adopted the ASU which had no effect on the Company's consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which amends existing guidance on income taxes to require the classification of all deferred tax assets and liabilities as non-current in the balance sheet. The ASU permits early adoption. The Company adopted the guidance retrospectively which resulted in the reclassification of $6,575,000 of deferred tax assets and $2,456,000 of deferred tax liabilities as of December 31, 2014. This ASU did not have a material impact on the Company's consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Topic 825-10), which requires all equity investments to be measured a fair value with changes in fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in this ASU also require an entity to (1) present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments and (2) provide separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements. In addition the amendments in this Update eliminate the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. This ASU is effective for the Company commencing January 1, 2018. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which will require the Company to recognize lease assets and lease liabilities (related to leases previously classified as operating under previous GAAP) on its consolidated balance sheet. The ASU will be effective for the Company commencing January 1, 2019. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies | |
Schedule of number of the Company's clients which contributed 10% or more of revenue | Years Ended December 31, 2015 2014 2013 Number of 10% clients — — Percentage of total revenue N/A % N/A December 31, 2015 2014 2013 Number of 10% clients — — Percentage of accounts receivable % N/A N/A |
Schedule of information with respect to total revenue from contracts with U.S. federal government agencies | Years Ended December 31, 2015 2014 2013 Percentage of total revenue % % % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of estimated useful lives of the assets | Method Estimated Useful Life Furniture and equipment Straight-line 10 years Leasehold improvements Straight-line Shorter of estimated useful life or lease term Computer equipment and software Straight-line 3 to 5 years Automobiles Straight-line 5 years |
Schedule of the Company's cost-basis investments | December 31, 2015 2014 RAMPED Metro Joint Venture(1) $ $ — Concessia, Cartera y Gestion de Infrastructuras S.A.(2) Other ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) The Company has a 45% interest in this joint venture which was formed for construction management of the Riyadh Metro system in Saudi Arabia. (2) The Company has a 4.45% interest in this entity which invests in the equity of companies which finance, construct and operate various public and private infrastructure projects in Spain. |
Schedule of advertising costs that are expensed as incurred | Advertising costs are expensed as incurred and amounted to the following (in thousands): Years Ended December 31, 2015 2014 2013 $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounts Receivable. | |
Components of accounts receivable | The components of accounts receivable are as follows (in thousands): December 31, 2015 2014 Billed $ $ Retainage, current portion Unbilled ​ ​ ​ ​ ​ ​ ​ ​ Allowance for doubtful accounts ) ) ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment | |
Schedule of property and equipment | December 31, 2015 2014 (In thousands) Furniture and equipment $ $ Leasehold improvements Automobiles Computer equipment and software ​ ​ ​ ​ ​ ​ ​ ​ Less accumulated depreciation and amortization ) ) ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of information with respect to depreciation expense | Information with respect to depreciation expense is as follows (in thousands): Years Ended December 31, 2015 2014 2013 Total depreciation expense $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Portion charged to cost of services $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Portion charged to selling, general and administrative expense $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Intangible Assets | |
Summary of acquired intangible assets | The following table summarizes the Company's acquired intangible assets (in thousands): December 31, 2015 2014 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Client relationships $ $ $ $ Acquired contract rights Trade names ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Intangible assets, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Summary of amortization expense related to intangible assets | Amortization expense related to intangible assets was as follows (in thousands): Years Ended December 31, 2015 2014 2013 $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Estimated amortization expense of intangible assets for the next five years | The following table presents the estimated amortization expense based on our present intangible assets for the next five years (in thousands): Years Ending December 31, Estimated Amortization Expense 2016 $ 2017 2018 2019 2020 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill | |
Summary of changes in the company's carrying value of goodwill | The following table summarizes the changes in the Company's carrying value of goodwill during 2015 and 2014 (in thousands): Project Management Construction Claims Total Balance, December 31, 2013 $ $ Additions — Translation adjustments ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, December 31, 2014 Additions — Translation adjustments ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, December 31, 2015 $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Accounts Payable and Accrued 33
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounts Payable and Accrued Expenses | |
Components of accounts payable and accrued expenses | Below are the components of accounts payable and accrued expenses (in thousands): December 31, 2015 2014 Accounts payable $ $ Accrued payroll and related expenses Accrued subcontractor fees Accrued agency fees Accrued legal and professional fees Other accrued expenses ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Notes Payable and Long-Term D34
Notes Payable and Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Payable and Long-Term Debt | |
Summary of outstanding debt obligations | Outstanding debt obligations are as follows (in thousands): December 31, 2015 2014 2014 Term Loan Facility $ $ 2014 Domestic Revolving Credit Facility 2014 International Revolving Credit Facility Borrowings under revolving credit facilities with a consortium of banks in Spain Borrowings under unsecured credit facility with Ibercaja Bank in Spain — Borrowing from Philadelphia Industrial Development Corporation — Other notes payable — ​ ​ ​ ​ ​ ​ ​ ​ Less current maturities ​ ​ ​ ​ ​ ​ ​ ​ Notes payable and long-term debt, net of current maturities $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of requirements for the Maximum Consolidated Net Leverage and actual ratio | Period ending Not to exceed Actual December 31, 2015 March 31, 2016 June 30, 2016 September 30, 2016 December 31, 2016 March 31, 2017 June 30, 2017 September 30, 2017 December 31, 2017 March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 Thereafter |
Schedule of maturities of long term debt | Scheduled maturities of long term debt are as follows (in thousands): Years Ending December 31, 2016 $ 2017 2018 2019 2020 Thereafter ​ ​ ​ ​ ​ Total $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Supplemental Cash Flow Inform35
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Supplemental Cash Flow Information | |
Schedule of other non-cash activity | Other activity is provided in the following table (in thousands): Years Ended December 31, 2015 2014 2013 Interest and related financing fees paid $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income taxes paid $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase in property and equipment from a tenant improvement allowance related to the relocation of the corporate headquarters $ $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reduction of noncontrolling interest in connection with acquisitions of additional interests in Engineering S.A. $ ) $ ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase in additional paid in capital from issuance of shares of common stock in connection with the acquisition of an additional interest in ESA $ $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase in additional paid in capital from issuance of shares of common stock related to purchase of CPI $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase in additional paid in capital from issuance of shares of common stock from cashless exercise of stock options $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase in intangible assets and goodwill in connection with acquisitions of Cadogans in 2014 and BCA and CPI in 2013 $ — $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Increase in deferred income taxes in connection with the acquisition of additional interest in Hill Spain $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common stock issued for acquisitions of BCA and CPI $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Share-Based Compensation | |
Schedule of assumptions used to estimate the fair value of options granted | December 31, 2015 2014 2013 Average expected life (years) 4.86 4.59 4.29 Forfeiture range 0 - 5.0% 0 - 5.0% 0 - 5.0% Weighted average forfeiture rate 0.3% 0.9% 0.9% Dividends 0% 0% 0% Volatility range 46.9 - 59.9% 61.5 - 65.5% 67.8 - 73.5% Weighted average volatility 58.9% 62.9% 71.7% Range of risk-free interest rates 1.07 - 1.61% 0.86 - 1.74% 0.50 - 1.36% Weighted average risk-free interest rate 1.45% 1.67% 0.77% Weighted average fair value at grant date $2.01 $2.28 $1.95 |
Summary of the Company's stock option activity and related information | A summary of the Company's stock option activity and related information for the years ended December 31, 2015, 2014 and 2013 is as follows (in thousands, except exercise price and remaining life data): Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding, December 31, 2012 Granted Exercised ) Expired ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding, December 31, 2013 $ Granted Exercised ) Expired ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding, December 31, 2014 Granted Exercised ) Expired ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding, December 31, 2015 $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable, December 31, 2015 $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of weighted average characteristics of outstanding stock options for various price ranges | Options Outstanding Options Exercisable Weighted Average Remaining Contractual Life Exercise Prices Number Outstanding at December 31, 2015 Weighted Average Exercise Price Number Exercisable at December 31, 2015 Weighted Average Exercise Price $ $ $ — — — — — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Summary of the Company's non-vested stock option activity and related information | The following table summarizes the Company's non-vested stock option activity and related information for the years ended December 31, 2015, 2014 and 2013 (in thousands, except weighted average grant date fair value): Options Weighted Average Grant Date Fair Value Per Share Non-vested options at December 31, 2012 Granted Vested ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Non-vested options at December 31, 2013 Granted Vested ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Non-vested options at December 31, 2014 Granted Vested ) Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Non-vested options at December 31, 2015 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Non-Employee Director Stock Grant Plan | |
Share-Based Compensation | |
Schedule of information with respect to the plan's activity | Information with respect to the plan's activity follows (in thousands): Years Ended December 31, 2015 2014 2013 Shares issued Compensation expense $ $ $ |
2008 Employee Stock Purchase Plan | |
Share-Based Compensation | |
Schedule of information with respect to the plan's activity | Information with respect to the plan's activity follows (in thousands): Years Ended December 31, 2015 2014 2013 Shares purchased Aggregate purchase price $ $ $ Compensation expense $ $ $ |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes | |
Schedule of components of earnings before income taxes by United States and foreign jurisdictions | The components of earnings before income taxes by United States and foreign jurisdictions were as follows (in thousands): Years Ended December 31, 2015 2014 2013 United States $ ) $ ) $ ) Foreign jurisdictions ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of income tax expense (benefit) | Current Deferred Total Year ended December 31, 2015: U.S. federal $ — $ — $ — State and local — — — Foreign jurisdictions ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2014: U.S. federal $ — $ — $ — State and local — — — Foreign jurisdictions ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2013: U.S. federal $ — $ — $ — State and local — — — Foreign jurisdictions ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of the differences between income taxes based on the statutory U.S. federal income tax rate and the Company's effective income tax rate | The differences between income taxes based on the statutory U.S. federal income tax rate and the Company's effective income tax rate are provided in the following reconciliation (in thousands). Years Ended December 31, 2015 2014 2013 Statutory federal income tax $ $ $ Foreign tax benefit for earnings taxed at lower rates ) ) ) Change in the valuation allowance Net liability (reductions) additions for uncertain tax positions ) ) Excess compensation State and local income taxes, net of federal income tax benefit ) ) ) Stock options Purchase accounting reversal — ) — Reversal of interest allocations to foreign entities — — ) Other ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of tax effect of temporary differences that give rise to deferred tax assets and deferred tax liabilities | The tax effect of temporary differences that give rise to deferred tax assets and deferred tax liabilities are as follows (in thousands): December 31, 2015 2014 Deferred tax assets: Net operating loss carry forward—U.S. operations $ $ Amortization of intangibles Net operating loss carry forward—foreign operations Compensated absences Foreign income taxes on currency translation Share based compensation Allowance for uncollectible accounts Bonus accrual Deferred income — Foreign tax credit Other ​ ​ ​ ​ ​ ​ ​ ​ Total gross deferred tax assets Valuation allowances ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net deferred tax assets ​ ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities: Intangible assets ) ) Depreciation ) ) Prepaid expenses ) ) Change in tax method ) ) Accrued expenses — ) ​ ​ ​ ​ ​ ​ ​ ​ Total gross deferred tax liabilities ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net deferred tax assets $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of changes to the Company's uncertain tax positions | The following table indicates the changes to the Company's uncertain tax positions for the years ended December 31, 2015 and 2014 including interest and penalties (in thousands): Years Ended December 31, 2015 2014 Balance, beginning of year $ $ Reductions based on tax positions related to prior years ) ) Additions based on tax positions related to prior years ​ ​ ​ ​ ​ ​ ​ ​ Balance, end of year $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Operating Leases | |
Schedule of approximate future minimum payments under leases | At December 31, 2015, approximate future minimum payments under these leases that have remaining non-cancelable lease terms in excess of one year are as follows (in thousands): Years Ending December 31, 2016 $ 2017 2018 2019 2020 Thereafter ​ ​ ​ ​ ​ Total $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Business Segment Information (T
Business Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Segment Information | |
Consulting Fee Revenue and Total Revenue | The following tables reflect the required disclosures for the Company's reportable segments (in thousands): Consulting Fee Revenue ("CFR") 2015 2014 2013 Project Management $ % $ % $ % Construction Claims ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ % $ % $ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Revenue 2015 2014 2013 Project Management $ % $ % $ % Construction Claims ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ % $ % $ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Operating Profit | The following tables reflect the required disclosures for the Company's reportable segments (in thousands): Operating Profit 2015 2014 2013 Project Management $ $ $ Equity in loss of affiliates — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Project Management Construction Claims Corporate ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Depreciation and Amortization Expense | The following tables reflect the required disclosures for the Company's reportable segments (in thousands): Depreciation and Amortization Expense 2015 2014 2013 Project Management $ $ $ Construction Claims ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Subtotal segments Corporate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Consulting Fee Revenue and Total Revenue by Geographic Region | The following tables reflect the required disclosures for the Company's reportable segments (in thousands): Consulting Fee Revenue by Geographic Region 2015 2014 2013 U.S./Canada $ % $ % $ % Latin America Europe Middle East Africa Asia/Pacific ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ % $ % $ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. $ % $ % $ % Non-U.S. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ % $ % $ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Revenue by Geographic Region 2015 2014 2013 U.S./Canada $ % $ % $ % Latin America Europe Middle East Africa Asia/Pacific ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ % $ % $ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. $ % $ % $ % Non-U.S. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ % $ % $ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Consulting Fee Revenue and Total Revenue By Client Type | The following tables reflect the required disclosures for the Company's reportable segments (in thousands): Consulting Fee Revenue By Client Type 2015 2014 2013 U.S. federal government $ % $ % $ % U.S. state, regional and local governments Foreign governments Private sector ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ % $ % $ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Revenue By Client Type 2015 2014 2013 U.S. federal government $ % $ % $ % U.S. state, regional and local governments Foreign governments Private sector ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ % $ % $ % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Total Assets By Geographic Region | The following tables reflect the required disclosures for the Company's reportable segments (in thousands): Total Assets by Geographic Region December 31, 2015 2014 U.S./Canada $ $ Latin America Europe Middle East Africa Asia/Pacific ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. $ $ Non-U.S. ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Property, Plant and Equipment, Net by Geographic Location | The following tables reflect the required disclosures for the Company's reportable segments (in thousands): Property, Plant and Equipment, Net by Geographic Location December 31, 2015 2014 U.S./Canada $ $ Latin America Europe Middle East Africa Asia/Pacific ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. $ $ Non-U.S. ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Quarterly Results (Unaudited) (
Quarterly Results (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Results (Unaudited) | |
Summary of Certain Quarterly Financial Information | The following is a summary of certain quarterly financial information for fiscal years 2015 and 2014 (in thousands except per share data). First Quarter Second Quarter Third Quarter Fourth Quarter Total 2015 Consulting fee revenue $ $ $ $ $ Total revenue Gross profit Operating profit (1) Net earnings (loss) ) Net earnings (loss) attributable to Hill ) Basic earnings (loss) per common share $ $ $ $ ) $ Diluted earnings (loss) per common share $ $ $ $ ) $ 2014 Consulting fee revenue $ $ $ $ $ Total revenue Gross profit Operating profit Net earnings (loss) ) ) ) Net earnings (loss) attributable to Hill ) ) ) Basic earnings (loss) per common share $ $ $ ) $ ) $ ) Diluted earnings (loss) per common share $ $ $ ) $ ) $ ) (1) There were significant charges totaling $4,998,000 that adversely affected the results for the fourth quarter of 2015. These charges included the following: • $2,247,000 of increased bad debt expense; • $959,000 related to a write-down of a note receivable to the value of the underlying collateral; • $832,000 of legal and other professional fees related to the shareholder proxy contest; • $562,000 of severance costs associated with our cost optimization plan; and • $398,000 of legal and other professional fees related to the restatement of the Company's consolidated financial statements for 2014, 2013 and 2012. |
The Company and Liquidity (Deta
The Company and Liquidity (Details) | 1 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Oct. 31, 2014 | Dec. 31, 2015USD ($)item | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2011 | Dec. 31, 2012USD ($) | |
Number of key operating divisions | item | 2 | |||||||
Consulting fee revenue (as a percent) | 100.00% | 100.00% | 100.00% | |||||
MOTC | ||||||||
Accounts receivable | $ 35,184,000 | $ 35,184,000 | ||||||
Extension period for the completion of the project | 18 months | 12 months | ||||||
Collection amount applied to receivables | $ 15,000,000 | |||||||
Middle East and Africa | ||||||||
Consulting fee revenue (as a percent) | 53.00% | 32.00% | ||||||
Libya | ||||||||
Accounts receivable | $ 48,975,000 | $ 48,975,000 | $ 59,937,000 | |||||
Collection amount applied to receivables | $ 9,511,000 | $ 9,511,000 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Concentrations of Credit Risk (Details) - customer | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restricted Cash | |||
Minimum completion period of the project | 1 year | ||
Total revenue | Customer concentration | |||
Concentrations of Credit Risk | |||
Number of 10% clients | 1 | ||
Percentage of concentration risk | 10.00% | ||
Total revenue | Contracts with U.S. federal government agencies | |||
Concentrations of Credit Risk | |||
Percentage of concentration risk | 2.00% | 3.00% | 3.00% |
Total Accounts receivable | Concentrations of credit risk | |||
Concentrations of Credit Risk | |||
Number of 10% clients | 1 | ||
Percentage of concentration risk | 14.40% |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Furniture and equipment | |
Property and Equipment | |
Estimated Useful Life | 10 years |
Computer equipment and software | Minimum | |
Property and Equipment | |
Estimated Useful Life | 3 years |
Computer equipment and software | Maximum | |
Property and Equipment | |
Estimated Useful Life | 5 years |
Automobiles | |
Property and Equipment | |
Estimated Useful Life | 5 years |
Summary of Significant Accoun44
Summary of Significant Accounting Policies - Intangible Assets and Goodwill (Details) | 12 Months Ended |
Dec. 31, 2015USD ($)item | |
Goodwill | |
Number of reporting units | item | 2 |
Goodwill impairment | $ | $ 0 |
Minimum | |
Intangible Assets | |
Estimated lives of intangible assets | 3 years |
Maximum | |
Intangible Assets | |
Estimated lives of intangible assets | 15 years |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Investments | ||
Investments | $ 8,386 | $ 5,083 |
RAMPED Metro Joint Venture | ||
Investments | ||
Investments | $ 4,696 | |
Ownership interest (as a percent) | 45.00% | |
Concessia, Cartera y Gestion de Infrastructuras S.A. | ||
Investments | ||
Investments | $ 2,927 | 3,840 |
Ownership interest (as a percent) | 4.45% | |
Other | ||
Investments | ||
Investments | $ 763 | $ 1,243 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - General Policies (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($)itemshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($)shares | |
Deferred Rent | |||
Deferred rent included in other liabilities | $ 3,744,000 | $ 2,968,000 | |
Revenue Recognition | |||
Number of major types of cost-plus contracts | item | 2 | ||
Profit recognized on claims until final settlement | $ 0 | ||
Advertising Costs | |||
Advertising costs | $ 460,000 | $ 599,000 | $ 396,000 |
Earnings per Share | |||
Dilutive stock options (in shares) | shares | 437,000 | 225,000 | |
Anti-dilutive securities that were not included in the calculation of common shares outstanding | shares | 3,849,000 | 3,521,000 | 5,364,000 |
New Accounting Pronouncements | |||
Other assets | $ 6,662,000 | $ 9,187,000 | |
Notes payable and long-term debt, net of current maturities | $ 140,626,000 | 115,163,000 | |
Accounting Standards Update 2015-03 | Adjustment | |||
New Accounting Pronouncements | |||
Other assets | (6,712,000) | ||
Notes payable and long-term debt, net of current maturities | 6,712,000 | ||
Accounting Standards Update 2015-17 | Adjustment | |||
New Accounting Pronouncements | |||
Current deferred tax assets | 6,575,000 | ||
Current deferred tax liabilities | $ 2,456,000 |
Acquisitions - IMS Proje Yoneti
Acquisitions - IMS Proje Yonetimi ve Danismanlik A.S. and Angus Octan Scotland Ltd., Collaborative Partners, Inc. and Binnington Copeland & Associates (Pty.) Ltd. (Details) | Oct. 31, 2015GBP (£) | Oct. 31, 2015USD ($) | May. 12, 2015TRY | May. 12, 2015USD ($) | Apr. 15, 2015TRYitem | Apr. 15, 2015USD ($) | Dec. 23, 2014USD ($)$ / shares | Dec. 23, 2014GBP (£) | Dec. 23, 2014USD ($)$ / shares | Dec. 18, 2014 | Nov. 25, 2014GBP (£) | Nov. 25, 2014USD ($) | Oct. 31, 2014GBP (£)itemshareholder | Oct. 31, 2014USD ($)shareholderitem | Mar. 07, 2014USD ($)shares | Dec. 23, 2013USD ($)item$ / sharesshares | Jul. 31, 2013USD ($)shares | May. 30, 2013USD ($)itemshares | May. 31, 2015USD ($)shares | Apr. 30, 2014USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015TRY | Dec. 31, 2015GBP (£) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2015GBP (£) | Dec. 31, 2015USD ($) | Apr. 15, 2015USD ($)item | Oct. 31, 2014USD ($)item |
Acquisitions | |||||||||||||||||||||||||||||||||||||
Acquisition-related costs | $ 263,000 | $ 263,000 | $ 455,000 | $ 139,000 | |||||||||||||||||||||||||||||||||
Net earnings | $ (1,114,000) | $ 2,948,000 | $ 4,395,000 | $ 702,000 | (4,008,000) | $ (8,966,000) | $ 1,518,000 | $ 5,308,000 | $ 6,931,000 | (6,148,000) | 3,562,000 | ||||||||||||||||||||||||||
Goodwill. | $ 80,437,000 | 80,437,000 | 85,853,000 | 74,893,000 | |||||||||||||||||||||||||||||||||
Common stock issued for acquisitions of BCA and CPI | 4,450,000 | ||||||||||||||||||||||||||||||||||||
IMS | |||||||||||||||||||||||||||||||||||||
Acquisitions | |||||||||||||||||||||||||||||||||||||
Number of professionals | item | 80 | 80 | |||||||||||||||||||||||||||||||||||
Consideration for acquisition | TRY 12,411,000 | $ 4,640,000 | |||||||||||||||||||||||||||||||||||
Cash payment | TRY 8,272,000 | $ 3,145,000 | 4,139,000 | 1,547,000 | |||||||||||||||||||||||||||||||||
Acquisition consideration payable | TRY 4,400,000 | $ 1,626,000 | |||||||||||||||||||||||||||||||||||
Contingent consideration | TRY 6,100,000 | 2,088,000 | |||||||||||||||||||||||||||||||||||
Contingent consideration arrangement, evaluation period | 12 months | 12 months | |||||||||||||||||||||||||||||||||||
Intangible assets acquired | TRY 10,575,000 | $ 3,953,000 | |||||||||||||||||||||||||||||||||||
Goodwill. | TRY 9,421,000 | $ 3,522,000 | |||||||||||||||||||||||||||||||||||
Weighted average life of acquired intangible assets | 7 years | 7 years | |||||||||||||||||||||||||||||||||||
IMS | EBITDA Target 1 | |||||||||||||||||||||||||||||||||||||
Acquisitions | |||||||||||||||||||||||||||||||||||||
Contingent consideration | TRY 1,700,000 | 628,000 | |||||||||||||||||||||||||||||||||||
IMS | EBITDA Target 2 | |||||||||||||||||||||||||||||||||||||
Acquisitions | |||||||||||||||||||||||||||||||||||||
Contingent consideration | 1,500,000 | 554,000 | |||||||||||||||||||||||||||||||||||
IMS | Other Current Liabilities | |||||||||||||||||||||||||||||||||||||
Acquisitions | |||||||||||||||||||||||||||||||||||||
Acquisition consideration payable | 4,400,000 | $ 1,506,000 | |||||||||||||||||||||||||||||||||||
IMS | Other Liabilities | |||||||||||||||||||||||||||||||||||||
Acquisitions | |||||||||||||||||||||||||||||||||||||
Contingent consideration | TRY 1,700,000 | $ 582,000 | |||||||||||||||||||||||||||||||||||
IMS | Minimum | EBITDA Target 1 | |||||||||||||||||||||||||||||||||||||
Acquisitions | |||||||||||||||||||||||||||||||||||||
EBITDA Target | 3,500,000 | 1,294,000 | |||||||||||||||||||||||||||||||||||
IMS | Minimum | EBITDA Target 2 | |||||||||||||||||||||||||||||||||||||
Acquisitions | |||||||||||||||||||||||||||||||||||||
EBITDA Target | 3,200,000 | $ 1,183,000 | |||||||||||||||||||||||||||||||||||
IMS | Maximum | EBITDA Target 2 | |||||||||||||||||||||||||||||||||||||
Acquisitions | |||||||||||||||||||||||||||||||||||||
EBITDA Target | TRY | 3,500,000 | ||||||||||||||||||||||||||||||||||||
IMS | Client relationship | |||||||||||||||||||||||||||||||||||||
Acquisitions | |||||||||||||||||||||||||||||||||||||
Intangible assets acquired | TRY 6,235,000 | $ 2,331,000 | |||||||||||||||||||||||||||||||||||
Weighted average life of acquired intangible assets | 10 years | 10 years | |||||||||||||||||||||||||||||||||||
IMS | Trade names | |||||||||||||||||||||||||||||||||||||
Acquisitions | |||||||||||||||||||||||||||||||||||||
Intangible assets acquired | TRY 434,000 | $ 162,000 | |||||||||||||||||||||||||||||||||||
Weighted average life of acquired intangible assets | 2 years | 2 years | |||||||||||||||||||||||||||||||||||
IMS | Acquired contract rights | |||||||||||||||||||||||||||||||||||||
Acquisitions | |||||||||||||||||||||||||||||||||||||
Intangible assets acquired | TRY 3,906,000 | $ 1,460,000 | |||||||||||||||||||||||||||||||||||
Weighted average life of acquired intangible assets | 2 years 7 months 6 days | 2 years 7 months 6 days | |||||||||||||||||||||||||||||||||||
Cadogans | |||||||||||||||||||||||||||||||||||||
Acquisitions | |||||||||||||||||||||||||||||||||||||
Contingent consideration | £ | £ 200,000 | ||||||||||||||||||||||||||||||||||||
Contingent consideration arrangement, evaluation period | 2 years | 2 years | 2 years | ||||||||||||||||||||||||||||||||||
Contingent consideration, minimum | £ | £ 0 | ||||||||||||||||||||||||||||||||||||
CPI | |||||||||||||||||||||||||||||||||||||
Acquisitions | |||||||||||||||||||||||||||||||||||||
Number of professionals | item | 30 | ||||||||||||||||||||||||||||||||||||
Value of shares issued as part of counter offer | $ 618,000 | $ 2,450,000 | $ 530,000 | ||||||||||||||||||||||||||||||||||
Contingent consideration | $ 500,000 | $ 2,697,000 | |||||||||||||||||||||||||||||||||||
Shares issued in satisfaction of purchase price installment | shares | 171,308 | 678,670 | 148,460 | ||||||||||||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 5.42 | $ 5.42 | $ 3.61 | ||||||||||||||||||||||||||||||||||
Value in excess of CPI's common equity | $ 600,000 | ||||||||||||||||||||||||||||||||||||
Common stock issued for acquisitions of BCA and CPI | $ 350,000 | ||||||||||||||||||||||||||||||||||||
Period over which average closing price of common stock is used to compute shares issuable | 10 days | ||||||||||||||||||||||||||||||||||||
Increase in share price (as a percent) | 50.00% | ||||||||||||||||||||||||||||||||||||
Percentage of the operating profit of CPI in excess of $1,000,000 for the first 12-month period considered for determining the additional shares to be issued to the sellers | 50.00% | ||||||||||||||||||||||||||||||||||||
Threshold amount of operating profit for the first 12-month period considered for determining the additional shares to be issued to the sellers | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||
Period for which operating profit is considered for determining the additional shares to be issued to the sellers | 12 months | ||||||||||||||||||||||||||||||||||||
Percentage of the net revenue backlog in excess of $10,000,000 on the date 60 days after closing date considered for determining the additional shares to be issued to the sellers | 5.00% | ||||||||||||||||||||||||||||||||||||
Threshold amount of net revenue backlog on the date 60 days after closing date considered for determining the additional shares to be issued to the sellers | $ 10,000,000 | ||||||||||||||||||||||||||||||||||||
Period for which net revenue backlog is considered for determining the additional shares to be issued to the sellers | 60 days | ||||||||||||||||||||||||||||||||||||
Increase (decrease) in the contingent consideration | $ (1,225,000) | 215,000 | |||||||||||||||||||||||||||||||||||
Hill International N.V. (formerly Hill International S.A.) | BCA | |||||||||||||||||||||||||||||||||||||
Acquisitions | |||||||||||||||||||||||||||||||||||||
Number of professionals | item | 34 | ||||||||||||||||||||||||||||||||||||
Shares issued in satisfaction of purchase price installment | shares | 331,444 | 379,655 | |||||||||||||||||||||||||||||||||||
Common stock issued for acquisitions of BCA and CPI | $ 2,000,000 | ||||||||||||||||||||||||||||||||||||
Estimated Third Tranche Payment | 902,000 | ||||||||||||||||||||||||||||||||||||
Increase (decrease) in the contingent consideration | $ (893,000) | ||||||||||||||||||||||||||||||||||||
Payment of purchase price on closing date | $ 1,072,400 | ||||||||||||||||||||||||||||||||||||
Purchase price payable on second tranche | $ 927,600 | ||||||||||||||||||||||||||||||||||||
Period preceding the seventh trading day prior to closing date of the transaction over which average closing price per share of the company's stock is used | 30 days | ||||||||||||||||||||||||||||||||||||
Period over which average closing price of our common stock used to compute share issuable on second tranche payment | 30 days | ||||||||||||||||||||||||||||||||||||
Hill International (UK) Ltd | Cadogans | |||||||||||||||||||||||||||||||||||||
Acquisitions | |||||||||||||||||||||||||||||||||||||
Number of professionals | item | 27 | 27 | |||||||||||||||||||||||||||||||||||
Consideration for acquisition | £ 2,719,000 | $ 4,350,000 | |||||||||||||||||||||||||||||||||||
Cash payment | £ 579,000 | $ 894,000 | £ 400,000 | $ 640,000 | £ 600,000 | $ 960,000 | £ 1,000,000 | $ 1,600,000 | |||||||||||||||||||||||||||||
Acquisition consideration payable | £ 200,000 | $ 296,000 | |||||||||||||||||||||||||||||||||||
Contingent consideration arrangement, evaluation period | 2 years | 2 years | |||||||||||||||||||||||||||||||||||
Contingent consideration, minimum | £ | £ 0 | ||||||||||||||||||||||||||||||||||||
EBITDA Target | 396,000 | $ 587,000 | |||||||||||||||||||||||||||||||||||
Intangible assets acquired | 1,353,000 | $ 2,165,000 | |||||||||||||||||||||||||||||||||||
Goodwill. | £ 601,000 | $ 954,000 | |||||||||||||||||||||||||||||||||||
Weighted average life of acquired intangible assets | 8 years 10 months 24 days | 8 years 10 months 24 days | |||||||||||||||||||||||||||||||||||
Number Of Selling Shareholders | shareholder | 2 | 2 | |||||||||||||||||||||||||||||||||||
Number Of Annual Installments | item | 5 | 5 | |||||||||||||||||||||||||||||||||||
Maximum annual earn out installment | £ 100,000 | $ 148,000 | |||||||||||||||||||||||||||||||||||
Hill International (UK) Ltd | Cadogans | Portion charged to selling, general and administrative expense | |||||||||||||||||||||||||||||||||||||
Acquisitions | |||||||||||||||||||||||||||||||||||||
Net earnings | $ 46,000 | ||||||||||||||||||||||||||||||||||||
Hill International (UK) Ltd | Cadogans | Maximum | |||||||||||||||||||||||||||||||||||||
Acquisitions | |||||||||||||||||||||||||||||||||||||
Contingent consideration | £ | 200,000 | ||||||||||||||||||||||||||||||||||||
Hill International (UK) Ltd | Cadogans | Client relationship | |||||||||||||||||||||||||||||||||||||
Acquisitions | |||||||||||||||||||||||||||||||||||||
Intangible assets acquired | £ 1,181,000 | $ 1,890,000 | |||||||||||||||||||||||||||||||||||
Weighted average life of acquired intangible assets | 10 years | 10 years | |||||||||||||||||||||||||||||||||||
Hill International (UK) Ltd | Cadogans | Trade names | |||||||||||||||||||||||||||||||||||||
Acquisitions | |||||||||||||||||||||||||||||||||||||
Intangible assets acquired | £ 82,000 | $ 131,000 | |||||||||||||||||||||||||||||||||||
Weighted average life of acquired intangible assets | 2 years | 2 years | |||||||||||||||||||||||||||||||||||
Hill International (UK) Ltd | Cadogans | Acquired contract rights | |||||||||||||||||||||||||||||||||||||
Acquisitions | |||||||||||||||||||||||||||||||||||||
Intangible assets acquired | £ 90,000 | $ 144,000 | |||||||||||||||||||||||||||||||||||
Weighted average life of acquired intangible assets | 6 months | 6 months |
Acquisitions - Engineering S.A.
Acquisitions - Engineering S.A. (Details) | Aug. 12, 2015USD ($)shares | Apr. 04, 2015USD ($) | Jul. 23, 2013BRL | Jul. 23, 2013USD ($) | Apr. 30, 2012BRL | Apr. 30, 2012USD ($) | Feb. 28, 2011BRLitem | Feb. 28, 2011USD ($) | Nov. 30, 2015USD ($)shares | Aug. 31, 2015shares | Apr. 30, 2015shareholder | Apr. 30, 2014shareholder | Dec. 31, 2015BRL | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Oct. 31, 2014BRL | Oct. 31, 2014USD ($) | Feb. 28, 2011USD ($)item |
Acquisitions | |||||||||||||||||||
Goodwill. | $ 74,893,000 | $ 80,437,000 | $ 85,853,000 | ||||||||||||||||
Reduction in noncontrolling interests | 3,556,000 | $ 1,094,000 | |||||||||||||||||
Payoff and termination of term loan | $ 100,000,000 | ||||||||||||||||||
Engineering S.A. | |||||||||||||||||||
Acquisitions | |||||||||||||||||||
Ownership interest acquired (as a percent) | 91.00% | ||||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | BRL | BRL 10,645,000 | ||||||||||||||||||
Acquisition consideration payable | BRL | BRL 10,645,000 | ||||||||||||||||||
Price guarantee for stock purchase | $ 580,000 | $ 580,000 | |||||||||||||||||
Common stock repurchased (in shares) | shares | 129,648 | 129,648 | |||||||||||||||||
Number of minority shareholders who exercised Put Option | shareholder | 2 | ||||||||||||||||||
Minority shareholders ownership percentage | 19.00% | ||||||||||||||||||
Premium on common stock (as a percent) | 25.00% | ||||||||||||||||||
Consideration requested by sellers | $ 4,374,000 | ||||||||||||||||||
Days share price is guaranteed after sale of stock | 30 days | ||||||||||||||||||
Shares issued as part of counter offer | shares | 924,736 | 924,736 | |||||||||||||||||
Engineering S.A. | Payments due for the Engineering S. A. acquisition | |||||||||||||||||||
Acquisitions | |||||||||||||||||||
Weighted average indebtedness discount rate (as a percent) | 4.72% | 4.72% | |||||||||||||||||
Payoff and termination of term loan | BRL 11,372,000 | $ 5,095,000 | BRL 6,624,000 | $ 3,508,000 | |||||||||||||||
Hill Spain | Engineering S.A. | |||||||||||||||||||
Acquisitions | |||||||||||||||||||
Ownership interest acquired (as a percent) | 60.00% | 91.00% | 60.00% | ||||||||||||||||
Number of professionals employed | item | 400 | 400 | |||||||||||||||||
Cash payment | BRL 22,200,000 | $ 13,392,000 | |||||||||||||||||
Minimum additional payments due on April 30, 2012 | 7,400,000 | $ 4,464,000 | |||||||||||||||||
Minimum additional payments due on April 30, 2013 | 7,400,000 | 4,464,000 | |||||||||||||||||
Potential additional payment | BRL 5,000,000 | $ 3,016,000 | |||||||||||||||||
Multiple of earnings for determining purchase price of minority shares | 7 | 7 | 7 | ||||||||||||||||
Call option purchase price premium if exercised by Gerens Hill (as a percent) | 5.00% | 5.00% | 5.00% | 5.00% | |||||||||||||||
Call/put option exercise period after audited financial statements | 3 months | 3 months | 3 months | 3 months | |||||||||||||||
Number of minority shareholders who exercised Put Option | shareholder | 2 | ||||||||||||||||||
Value of shares purchased on exercise of put options | BRL 7,838,000 | $ 3,556,000 | |||||||||||||||||
Minority shareholders ownership percentage | 72.00% | ||||||||||||||||||
Reduction in noncontrolling interests | BRL 5,839,000 | $ 2,649,000 | |||||||||||||||||
Reduction in additional paid in capital through equity transaction | BRL 1,999,000 | $ 907,000 | |||||||||||||||||
Potential payments considered for discounting | BRL 17,200,000 | $ 10,376,000 | |||||||||||||||||
Hill Spain | Engineering S.A. | Maximum | |||||||||||||||||||
Acquisitions | |||||||||||||||||||
Consideration for acquisition | BRL 42,000,000 | $ 25,336,000 |
Acquisitions - Gerens Managemen
Acquisitions - Gerens Management Group, S.A. (Details) - Hill Spain | Dec. 04, 2013EUR (€) | Dec. 04, 2013USD ($) | Jan. 03, 2013EUR (€) | Jan. 03, 2013USD ($) | Dec. 31, 2012EUR (€)shareholder | Dec. 31, 2015 | Dec. 31, 2013 | Dec. 04, 2013USD ($) | Feb. 15, 2008 |
Acquisitions | |||||||||
Percentage of voting equity interests acquired in the business combination | 100.00% | ||||||||
Minority shareholders ownership percentage | 23.90% | 6.80% | |||||||
Amount of cash paid to acquire the entity | € 2,031,000 | $ 2,793,000 | |||||||
Interest expense charged owing to the exercise of put options | 42,000 | $ 56,000 | |||||||
Decrease in noncontrolling interests due to exercise of put options | 828,000 | $ 1,094,000 | |||||||
Increase (decrease) in goodwill due to exercise of put options | 348,000 | 460,000 | |||||||
Increase (decrease) in intangible assets due to exercise of put options | € 1,161,000 | $ 1,534,000 | |||||||
Hill International N.V. (formerly Hill International S.A.) | |||||||||
Acquisitions | |||||||||
Percentage of voting equity interests acquired in the business combination | 60.00% | ||||||||
Price of shares to be purchased by the entity from minority shareholders under put option | € | € 18,000,000 | ||||||||
General Price Index (as a percent) | 3.50% | ||||||||
Number of times of earnings before interest and income taxes considered for determining purchase price | 10 | ||||||||
Number of minority shareholders exercising put options | shareholder | 10 | ||||||||
Amount of cash paid to acquire the entity | € 7,051,000 | $ 9,325,000 |
Accounts Receivable - Componene
Accounts Receivable - Componenets of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Components of accounts receivable | ||
Billed | $ 267,592 | $ 210,460 |
Retainage, current portion | 13,660 | 12,700 |
Unbilled | 25,913 | 32,739 |
Accounts receivable, gross | 307,165 | 255,899 |
Allowance for doubtful accounts | (63,748) | (60,801) |
Total | $ 243,417 | $ 195,098 |
Accounts Receivable - General (
Accounts Receivable - General (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2016 | Dec. 31, 2015 | Oct. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Accounts Receivable | ||||||||
Billed receivables | $ 267,592,000 | $ 267,592,000 | $ 267,592,000 | $ 210,460,000 | ||||
Bad debt expense included in selling, general and administrative expenses | 2,247,000 | 9,079,000 | (2,344,000) | $ 1,317,000 | ||||
Decrease due to foreign exchange losses | 959,000 | |||||||
Various branches of the U.S. government | ||||||||
Accounts Receivable | ||||||||
Billed receivables | 761,000 | 761,000 | 761,000 | 1,562,000 | ||||
Foreign governments | ||||||||
Accounts Receivable | ||||||||
Billed receivables | 136,972,000 | 136,972,000 | 136,972,000 | 100,773,000 | ||||
MOTC | ||||||||
Accounts Receivable | ||||||||
Accounts receivable | $ 35,184,000 | 35,184,000 | 35,184,000 | |||||
Extension period for the completion of the project | 18 months | 12 months | ||||||
Collection amount applied to receivables | $ 15,000,000 | |||||||
Libya | ||||||||
Accounts Receivable | ||||||||
Accounts receivable | $ 48,975,000 | $ 48,975,000 | $ 48,975,000 | $ 59,937,000 | ||||
Collection amount applied to receivables | $ 9,511,000 | $ 9,511,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property and Equipment | |||
Property and equipment, gross | $ 57,105 | $ 42,143 | |
Less accumulated depreciation and amortization | (33,354) | (30,500) | |
Property and equipment, net | 23,751 | 11,643 | |
Total depreciation expense | 4,918 | 3,643 | $ 4,166 |
Portion charged to cost of services | |||
Property and Equipment | |||
Total depreciation expense | 1,251 | 1,293 | 1,227 |
Portion charged to selling, general and administrative expense | |||
Property and Equipment | |||
Total depreciation expense | 3,667 | 2,350 | $ 2,939 |
Furniture and equipment | |||
Property and Equipment | |||
Property and equipment, gross | 15,245 | 12,163 | |
Leasehold improvements | |||
Property and Equipment | |||
Property and equipment, gross | 11,443 | 4,196 | |
Automobiles | |||
Property and Equipment | |||
Property and equipment, gross | 1,418 | 1,696 | |
Computer equipment and software | |||
Property and Equipment | |||
Property and equipment, gross | $ 28,999 | $ 24,088 |
Intangible Assets - Summary of
Intangible Assets - Summary of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Summary of acquired intangible assets | ||
Gross Carrying Amount | $ 49,851 | $ 50,822 |
Accumulated Amortization | 35,192 | 31,540 |
Intangible assets, net | 14,659 | 19,282 |
Client relationship | ||
Summary of acquired intangible assets | ||
Gross Carrying Amount | 34,891 | 36,412 |
Accumulated Amortization | 22,668 | 20,758 |
Acquired contract rights | ||
Summary of acquired intangible assets | ||
Gross Carrying Amount | 12,256 | 11,387 |
Accumulated Amortization | 11,287 | 9,717 |
Trade names | ||
Summary of acquired intangible assets | ||
Gross Carrying Amount | 2,704 | 3,023 |
Accumulated Amortization | $ 1,237 | $ 1,065 |
Intangible Assets - Estimated A
Intangible Assets - Estimated Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Intangible Assets | |||
Amortization expense related to intangible assets | $ 6,086 | $ 6,180 | $ 6,590 |
Estimated amortization expense of intangible assets for the next five years | |||
2,016 | 4,287 | ||
2,017 | 3,037 | ||
2,018 | 1,947 | ||
2,019 | 1,676 | ||
2,020 | $ 1,190 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of changes in carrying value of goodwill during 2015 | ||
Balance at the beginning of the period | $ 80,437,000 | $ 85,853,000 |
Additions | (3,783,000) | (865,000) |
Translation adjustments | (9,327,000) | (6,281,000) |
Balance at the end of the period | 74,893,000 | 80,437,000 |
Cadogans | ||
Summary of changes in carrying value of goodwill during 2015 | ||
Additions | (865,000) | |
IMS | ||
Summary of changes in carrying value of goodwill during 2015 | ||
Additions | (3,783,000) | |
Project Management | ||
Summary of changes in carrying value of goodwill during 2015 | ||
Balance at the beginning of the period | 53,669,000 | 58,448,000 |
Additions | (3,783,000) | |
Translation adjustments | (7,713,000) | (4,779,000) |
Balance at the end of the period | 49,739,000 | 53,669,000 |
Construction Claims | ||
Summary of changes in carrying value of goodwill during 2015 | ||
Balance at the beginning of the period | 26,768,000 | 27,405,000 |
Additions | (865,000) | |
Translation adjustments | (1,614,000) | (1,502,000) |
Balance at the end of the period | $ 25,154,000 | $ 26,768,000 |
Accounts Payable and Accrued 56
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Components of accounts payable and accrued expenses | ||
Accounts payable | $ 44,200 | $ 32,701 |
Accrued payroll and related expenses | 50,724 | 41,205 |
Accrued subcontractor fees | 5,905 | 3,930 |
Accrued agency fees | 6,564 | 6,920 |
Accrued legal and professional fees | 1,186 | 1,099 |
Other accrued expenses | 3,878 | 7,782 |
Accounts payable and accrued expenses, net | $ 112,457 | $ 93,637 |
Notes Payable and Long-Term D57
Notes Payable and Long-Term Debt - Summary of Outstanding Debt Obligations (Details) | Dec. 31, 2015EUR (€) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Summary of outstanding debt obligations | |||
Long-term Debt, Total | $ 144,983,000 | $ 121,524,000 | |
Less current maturities | 4,357,000 | 6,361,000 | |
Notes payable and long-term debt, net of current maturities | 140,626,000 | 115,163,000 | |
Philadelphia Industrial Development Corporation | |||
Summary of outstanding debt obligations | |||
Long-term Debt, Total | 710,000 | ||
Term loan | |||
Summary of outstanding debt obligations | |||
Long-term Debt, Total | 112,906,000 | 112,988,000 | |
Term loan | Philadelphia Industrial Development Corporation | |||
Summary of outstanding debt obligations | |||
Long-term Debt, Total | 710,000 | ||
Revolving credit facility | Domestic Revolving Credit Facility | |||
Summary of outstanding debt obligations | |||
Long-term Debt, Total | 17,500,000 | 200,000 | |
Revolving credit facility | International Revolving Credit Facility | |||
Summary of outstanding debt obligations | |||
Long-term Debt, Total | 10,715,000 | 2,554,000 | |
Revolving credit facility | Consortium of banks in Spain | |||
Summary of outstanding debt obligations | |||
Long-term Debt, Total | 3,013,000 | 5,037,000 | |
Revolving credit facility | Ibercaja Bank In Spain | |||
Summary of outstanding debt obligations | |||
Long-term Debt, Total | $ 745,000 | ||
Revolving credit facility | Hill Spain | |||
Summary of outstanding debt obligations | |||
Long-term Debt, Total | € 2,650,000 | 2,898,000 | |
Other notes payable | |||
Summary of outstanding debt obligations | |||
Long-term Debt, Total | $ 139,000 |
Notes Payable and Long-Term D58
Notes Payable and Long-Term Debt - Refinancing (Details) | Nov. 03, 2015USD ($) | Sep. 26, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2015EUR (€) | Dec. 31, 2015USD ($) | Sep. 26, 2014EUR (€) | Sep. 26, 2014USD ($) | Jun. 12, 2014USD ($) |
Notes Payable and Long-Term Debt | |||||||||
Waiver fees and out-of-pocket expenses | $ 81,900 | ||||||||
Other Foreign Banks | |||||||||
Notes Payable and Long-Term Debt | |||||||||
Maximum borrowing capacity | $ 90,047,000 | ||||||||
US Dollar Revolver | LIBOR | |||||||||
Notes Payable and Long-Term Debt | |||||||||
Basis of effective interest rate (as a percent) | 3.75% | ||||||||
US Dollar Revolver | Base Rate | |||||||||
Notes Payable and Long-Term Debt | |||||||||
Basis of effective interest rate (as a percent) | 2.75% | ||||||||
International Revolver | EURIBOR | |||||||||
Notes Payable and Long-Term Debt | |||||||||
Basis of effective interest rate (as a percent) | 4.00% | ||||||||
Secured Credit Facilities | |||||||||
Notes Payable and Long-Term Debt | |||||||||
Aggregate principal amount | $ 165,000,000 | ||||||||
Cash excluded from consolidated net leverage ratio | $ 10,000,000 | ||||||||
Debt instrument increase in applicable interest rate for past due account receivable limit exceeded | 2.00% | 2.00% | |||||||
Write-off of deferred financing costs | $ 1,482,000 | ||||||||
Increase in applicable interest rate upon default (as a percent) | 2.00% | ||||||||
Term loan | |||||||||
Notes Payable and Long-Term Debt | |||||||||
Aggregate principal amount | $ 120,000,000 | ||||||||
Mandatory prepayment percentage of the excess cash flow for each fiscal year with the first full fiscal year upon the achievement and maintenance of certain metrics | 50.00% | ||||||||
Mandatory prepayment percentage of the excess cash flow for each fiscal year with the first full fiscal year upon the achievement net leverage ration is equal to or less than 2.25 | 25.00% | ||||||||
Consolidated net leverage limit for mandatory prepayment percentage of 25% | 2.25 | ||||||||
Mandatory prepayment percentage of the excess cash flow for each fiscal year with the first full fiscal year upon the achievement net leverage ration is equal to or less than 1.50 | 0.00% | ||||||||
Consolidated net leverage limit for mandatory prepayment percentage of 0% | 1.50 | ||||||||
Term of debt | 6 years | ||||||||
Quarterly principal payment, percentage | 0.25% | 0.25% | |||||||
Deferred financing fees | $ 7,066,000 | ||||||||
Debt issuance costs amortization term | 6 years | ||||||||
Unamortized balances of expenses and fees | 6,712,000 | 5,594,000 | |||||||
Term loan | LIBOR | |||||||||
Notes Payable and Long-Term Debt | |||||||||
Basis of effective interest rate (as a percent) | 6.75% | ||||||||
Variable interest rate basis floor (as a percent) | 1.00% | ||||||||
Term loan | LIBOR | Minimum | |||||||||
Notes Payable and Long-Term Debt | |||||||||
Basis of effective interest rate (as a percent) | 1.00% | ||||||||
Term loan | One Month LIBOR | |||||||||
Notes Payable and Long-Term Debt | |||||||||
Basis of effective interest rate (as a percent) | 1.00% | ||||||||
Term loan | Base Rate | |||||||||
Notes Payable and Long-Term Debt | |||||||||
Basis of effective interest rate (as a percent) | 5.75% | ||||||||
Term loan | Federal Funds effective rate | |||||||||
Notes Payable and Long-Term Debt | |||||||||
Basis of effective interest rate (as a percent) | 0.50% | ||||||||
Revolving credit facility | |||||||||
Notes Payable and Long-Term Debt | |||||||||
Term of debt | 5 years | ||||||||
Deferred financing fees | $ 3,000,000 | ||||||||
Debt issuance costs amortization term | 5 years | ||||||||
Revolving credit facility | US Dollar Revolver | |||||||||
Notes Payable and Long-Term Debt | |||||||||
Aggregate principal amount | $ 30,000,000 | ||||||||
Maximum borrowing capacity | 30,000,000 | ||||||||
Unused facility commitment fees percentage | 0.50% | ||||||||
Revolving credit facility | International Revolver | |||||||||
Notes Payable and Long-Term Debt | |||||||||
Maximum borrowing capacity | € 11,765,000 | 12,863,000 | € 11,765,000 | 15,000,000 | |||||
Unused facility commitment fees percentage | 0.75% | ||||||||
Percentage of eligible receivables that are subject to a perfected security interest which are used in calculation of borrowing base | 85.00% | ||||||||
Percentage of eligible receivables that are not subject to a perfected security interest which are used in calculation of borrowing base | 10.00% | ||||||||
Revolving credit facility | International Revolver | Other Foreign Banks | Foreign credit agreements | |||||||||
Notes Payable and Long-Term Debt | |||||||||
Amounts outstanding | 1,827,000 | ||||||||
Available borrowing capacity | 321,000 | ||||||||
Revolving credit facility | Other Assets. | |||||||||
Notes Payable and Long-Term Debt | |||||||||
Unamortized balances of expenses and fees | $ 2,850,000 | 2,250,000 | |||||||
Letters of credit | US Dollar Revolver | |||||||||
Notes Payable and Long-Term Debt | |||||||||
Maximum borrowing capacity | 25,000,000 | ||||||||
Amounts outstanding | 9,360,000 | ||||||||
Available borrowing capacity | $ 3,140,000 | ||||||||
Letters of credit | International Revolver | |||||||||
Notes Payable and Long-Term Debt | |||||||||
Maximum borrowing capacity | $ 10,000,000 | ||||||||
Non Permitted Country | Secured Credit Facilities | Maximum | |||||||||
Notes Payable and Long-Term Debt | |||||||||
Percentage of receivables more than 120 days old | 10.00% | 10.00% | |||||||
United Arab Emirates | Secured Credit Facilities | Maximum | |||||||||
Notes Payable and Long-Term Debt | |||||||||
Percentage of receivables more than 120 days old | 14.00% | 14.00% |
Notes Payable and Long-Term D59
Notes Payable and Long-Term Debt - Terms of Credit Agreement (Details) | Sep. 26, 2014USD ($) | Dec. 31, 2015 | Dec. 31, 2014USD ($) | Aug. 06, 2014USD ($) |
Description of terms of credit agreement | ||||
Pay off and termination of revolving credit facility | $ 25,500,000 | |||
Mandatory prepayment amount | $ 9,522,402 | |||
Revolving credit facility | ||||
Description of terms of credit agreement | ||||
Closing Fee | $ 3,000,000 | |||
Revolving credit facility | December 31, 2015 | ||||
Description of terms of credit agreement | ||||
Consolidated net leverage ratio not to exceed | 3.25 | |||
Actual net consolidated leverage ratio | 2.60 | |||
Revolving credit facility | March 31, 2016 | ||||
Description of terms of credit agreement | ||||
Consolidated net leverage ratio not to exceed | 3 | |||
Revolving credit facility | June 30, 2016 | ||||
Description of terms of credit agreement | ||||
Consolidated net leverage ratio not to exceed | 3 | |||
Revolving credit facility | September 30, 2016 | ||||
Description of terms of credit agreement | ||||
Consolidated net leverage ratio not to exceed | 2.75 | |||
Revolving credit facility | December 31, 2016 | ||||
Description of terms of credit agreement | ||||
Consolidated net leverage ratio not to exceed | 2.75 | |||
Revolving credit facility | March 31, 2017 | ||||
Description of terms of credit agreement | ||||
Consolidated net leverage ratio not to exceed | 2.50 | |||
Revolving credit facility | June 30, 2017 | ||||
Description of terms of credit agreement | ||||
Consolidated net leverage ratio not to exceed | 2.50 | |||
Revolving credit facility | September 30, 2017 | ||||
Description of terms of credit agreement | ||||
Consolidated net leverage ratio not to exceed | 2.25 | |||
Revolving credit facility | December 31, 2017 | ||||
Description of terms of credit agreement | ||||
Consolidated net leverage ratio not to exceed | 2.25 | |||
Revolving credit facility | March 31, 2018 | ||||
Description of terms of credit agreement | ||||
Consolidated net leverage ratio not to exceed | 2 | |||
Revolving credit facility | June 30, 2018 | ||||
Description of terms of credit agreement | ||||
Consolidated net leverage ratio not to exceed | 2 | |||
Revolving credit facility | September 30, 2018 | ||||
Description of terms of credit agreement | ||||
Consolidated net leverage ratio not to exceed | 2 | |||
Revolving credit facility | December 31, 2018 | ||||
Description of terms of credit agreement | ||||
Consolidated net leverage ratio not to exceed | 2 | |||
Revolving credit facility | Thereafter | ||||
Description of terms of credit agreement | ||||
Consolidated net leverage ratio not to exceed | 1.75 |
Notes Payable and Long-Term D60
Notes Payable and Long-Term Debt - Credit Facilities and Agreements (Details) | Sep. 26, 2014USD ($) | Dec. 31, 2015USD ($)loanfacilityitem | Dec. 31, 2014USD ($) | Dec. 31, 2015AED | Dec. 31, 2015EUR (€) | Dec. 31, 2015BRL | Dec. 31, 2015USD ($) | Dec. 30, 2014EUR (€) |
Description of terms of credit agreement | ||||||||
Total debt | $ 121,524,000 | $ 144,983,000 | ||||||
Payoff and termination of term loan | 100,000,000 | |||||||
Philadelphia Industrial Development Corporation | ||||||||
Description of terms of credit agreement | ||||||||
Total debt | 710,000 | |||||||
Other Foreign Banks | ||||||||
Description of terms of credit agreement | ||||||||
Maximum borrowing capacity | 90,047,000 | |||||||
Revolving credit facility | ||||||||
Description of terms of credit agreement | ||||||||
Term of debt | 5 years | |||||||
Revolving credit facility | Ibercaja Bank In Spain | ||||||||
Description of terms of credit agreement | ||||||||
Total debt | 745,000 | |||||||
Revolving credit facility | National Bank of Abu Dhabi | ||||||||
Description of terms of credit agreement | ||||||||
Maximum borrowing capacity | AED 11,500,000 | 3,131,000 | ||||||
Amounts outstanding | $ 0 | |||||||
Revolving credit facility | National Bank of Abu Dhabi | Emirates InterBank Offer Rate | ||||||||
Description of terms of credit agreement | ||||||||
Reference rate | one-month Emirates InterBank Offer Rate | |||||||
Basis of effective interest rate (as a percent) | 3.00% | |||||||
Effective interest rate (as a percent) | 5.50% | |||||||
Revolving credit facility | National Bank of Abu Dhabi | Emirates InterBank Offer Rate | Minimum | ||||||||
Description of terms of credit agreement | ||||||||
Interest rate (as a percent) | 5.50% | 5.50% | 5.50% | 5.50% | ||||
Term loan | ||||||||
Description of terms of credit agreement | ||||||||
Unamortized balances of expenses and fees | 6,712,000 | $ 5,594,000 | ||||||
Aggregate principal amount | $ 120,000,000 | |||||||
Total debt | 112,988,000 | $ 112,906,000 | ||||||
Term of debt | 6 years | |||||||
Term loan | Philadelphia Industrial Development Corporation | ||||||||
Description of terms of credit agreement | ||||||||
Interest rate (as a percent) | 2.75% | 2.75% | 2.75% | 2.75% | ||||
Aggregate principal amount | $ 750,000 | |||||||
Total debt | 710,000 | |||||||
Term of debt | 144 months | |||||||
Amount payable in each installment | $ 6,121 | |||||||
Letters of credit | ||||||||
Description of terms of credit agreement | ||||||||
Letters of credit outstanding | 39,290,000 | |||||||
Letters of credit | National Bank of Abu Dhabi | ||||||||
Description of terms of credit agreement | ||||||||
Maximum borrowing capacity | AED 200,000,000 | 54,451,000 | ||||||
Letters of credit outstanding | AED 84,778,000 | 23,081,000 | ||||||
Hill Spain | Revolving credit facility | ||||||||
Description of terms of credit agreement | ||||||||
Maximum borrowing capacity | € 2,670,000 | $ 2,919,000 | € 5,340,000 | |||||
Interest rate (as a percent) | 6.50% | 6.50% | 6.50% | 6.50% | ||||
Total debt | € 2,650,000 | $ 2,898,000 | ||||||
Number of banks involved in revolving credit facility | item | 6 | |||||||
Hill Spain | ICO loan | Bankia Bank | ||||||||
Description of terms of credit agreement | ||||||||
Maximum borrowing capacity | 105,000 | $ 115,000 | ||||||
Decrease in amount on quarterly basis | € | € 15,000 | |||||||
Interest rate (as a percent) | 6.50% | 6.50% | 6.50% | 6.50% | ||||
Engineering S.A. | Revolving credit facility | ||||||||
Description of terms of credit agreement | ||||||||
Maximum borrowing capacity | $ 601,000 | |||||||
Amounts outstanding | BRL | BRL 2,380,000 | |||||||
Number of revolving credit lines maintained by Engineering S.A. | item | 4 | |||||||
Number of banks involved in revolving credit facility | loanfacility | 2 | |||||||
Weighted average interest rate (as a percent) | 4.91% | 4.91% | 4.91% | 4.91% | ||||
Period of automatic renewal | 3 months | |||||||
Engineering S.A. | Revolving credit facility | Brazil Bank Revolving Credit Facility 1 | ||||||||
Description of terms of credit agreement | ||||||||
Amounts outstanding | $ 0 | |||||||
Other Assets. | Revolving credit facility | ||||||||
Description of terms of credit agreement | ||||||||
Unamortized balances of expenses and fees | $ 2,850,000 | $ 2,250,000 |
Notes Payable and Long-Term D61
Notes Payable and Long-Term Debt - Other Debt Arrangements (Details) | 12 Months Ended | |||||
Dec. 31, 2015AEDloanfacilityitem | Dec. 31, 2014USD ($) | Dec. 31, 2015EUR (€) | Dec. 31, 2015BRL | Dec. 31, 2015USD ($) | Dec. 30, 2014EUR (€) | |
Description of terms of credit agreement | ||||||
Payoff and termination of term loan | $ 100,000,000 | |||||
Other Foreign Banks | ||||||
Description of terms of credit agreement | ||||||
Maximum borrowing capacity | $ 90,047,000 | |||||
Revolving credit facility | National Bank of Abu Dhabi | ||||||
Description of terms of credit agreement | ||||||
Maximum borrowing capacity | AED 11,500,000 | 3,131,000 | ||||
Amounts outstanding | $ 0 | |||||
Revolving credit facility | National Bank of Abu Dhabi | Emirates InterBank Offer Rate | ||||||
Description of terms of credit agreement | ||||||
Reference rate | one-month Emirates InterBank Offer Rate | |||||
Basis of effective interest rate (as a percent) | 3.00% | |||||
Effective interest rate (as a percent) | 5.50% | |||||
Revolving credit facility | National Bank of Abu Dhabi | Emirates InterBank Offer Rate | Minimum | ||||||
Description of terms of credit agreement | ||||||
Interest rate (as a percent) | 5.50% | 5.50% | 5.50% | 5.50% | ||
Letters of credit | ||||||
Description of terms of credit agreement | ||||||
Letters of credit outstanding | $ 39,290,000 | |||||
Letters of credit | National Bank of Abu Dhabi | ||||||
Description of terms of credit agreement | ||||||
Maximum borrowing capacity | AED 200,000,000 | 54,451,000 | ||||
Letters of credit outstanding | AED 84,778,000 | 23,081,000 | ||||
Engineering S.A. | Revolving credit facility | ||||||
Description of terms of credit agreement | ||||||
Maximum borrowing capacity | $ 601,000 | |||||
Amounts outstanding | BRL | BRL 2,380,000 | |||||
Number of revolving credit lines maintained by Engineering S.A. | item | 4 | |||||
Number of banks involved in revolving credit facility | loanfacility | 2 | |||||
Weighted average interest rate (as a percent) | 4.91% | 4.91% | 4.91% | 4.91% | ||
Period of automatic renewal | 3 months | |||||
Engineering S.A. | Revolving credit facility | Brazil Bank Revolving Credit Facility 1 | ||||||
Description of terms of credit agreement | ||||||
Amounts outstanding | $ 0 | |||||
Hill Spain | Revolving credit facility | ||||||
Description of terms of credit agreement | ||||||
Maximum borrowing capacity | € 2,670,000 | $ 2,919,000 | € 5,340,000 | |||
Interest rate (as a percent) | 6.50% | 6.50% | 6.50% | 6.50% | ||
Number of banks involved in revolving credit facility | item | 6 | |||||
Hill Spain | Revolving credit facility | Minimum | ||||||
Description of terms of credit agreement | ||||||
Total amount being financed by Financing Entity | € 189,000 | $ 207,000 | ||||
Hill Spain | Revolving credit facility | Maximum | ||||||
Description of terms of credit agreement | ||||||
Total amount being financed by Financing Entity | € 769,000 | $ 841,000 | ||||
Hill Spain | Revolving credit facility | December 31, 2015 | ||||||
Description of terms of credit agreement | ||||||
Reduction in maximum available amount percentage | 50.00% | 50.00% | 50.00% | 50.00% |
Notes Payable and Long-Term D62
Notes Payable and Long-Term Debt - Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Scheduled maturities of long-term debt | ||
2,016 | $ 4,357 | |
2,017 | 1,305 | |
2,018 | 1,258 | |
2,019 | 29,474 | |
2,020 | 108,167 | |
Thereafter | 422 | |
Long-term Debt, Total | $ 144,983 | $ 121,524 |
Supplemental Cash Flow Inform63
Supplemental Cash Flow Information (Details) - USD ($) | Dec. 23, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Summary of additional cash flow information | ||||
Interest and related financing fees paid | $ 13,180,000 | $ 22,753,000 | $ 13,372,000 | |
Income taxes paid | 6,719,000 | 11,903,000 | 8,601,000 | |
Increase in property and equipment from a tenant improvement allowance related to the relocation of the corporate headquarters | 3,894,000 | |||
Reduction of noncontrolling interest in connection with acquisitions of an additional interests in Engineering S.A. | (3,556,000) | (1,094,000) | ||
Increase in intangible assets and goodwill in connection with acquisitions of Cadogans in 2014 and BCA and CPI in 2013 | 3,993,000 | 7,161,000 | ||
Increase in deferred income taxes in connection with the acquisition of additional interests in Hill Spain | 460,000 | |||
Common stock issued for acquisitions of BCA and CPI | $ 4,450,000 | |||
Additional Paid-in Capital | ||||
Summary of additional cash flow information | ||||
Reduction of noncontrolling interest in connection with acquisitions of an additional interests in Engineering S.A. | 4,374,000 | (907,000) | ||
Increase in additional paid in capital from issuance of shares of common stock from cashless exercise of stock options | 361,000 | 538,000 | ||
Engineering S.A. | ||||
Summary of additional cash flow information | ||||
Reduction of noncontrolling interest in connection with acquisitions of an additional interests in Engineering S.A. | 4,374,000 | 2,649,000 | ||
Engineering S.A. | Additional Paid-in Capital | ||||
Summary of additional cash flow information | ||||
Increase in additional paid in capital from issuance of shares of common stock | 4,374,000 | |||
CPI | ||||
Summary of additional cash flow information | ||||
Common stock issued for acquisitions of BCA and CPI | $ 350,000 | |||
CPI | Additional Paid-in Capital | ||||
Summary of additional cash flow information | ||||
Increase in additional paid in capital from issuance of shares of common stock | $ 530,000 | $ 618,000 |
Share-Based Compensation - Gene
Share-Based Compensation - General (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Options | |||
Outstanding at the beginning of the period (in shares) | 7,359,000 | 6,574,000 | 4,644,000 |
Granted (in shares) | 1,117,000 | 1,849,000 | 2,076,000 |
Exercised (in shares) | (274,000) | (524,000) | (8,000) |
Expired (in shares) | (405,000) | (496,000) | (101,000) |
Forfeited (in shares) | (86,000) | (44,000) | (37,000) |
Outstanding at the end of the period (in shares) | 7,711,000 | 7,359,000 | 6,574,000 |
Exercisable at the end of the period (in shares) | 4,057,000 | ||
Share-based compensation expense recognized (in dollars) | $ 2,960,000 | $ 3,292,000 | $ 2,787,000 |
Weighted average assumptions used to estimate the fair value of options granted | |||
Average expected life | 4 years 10 months 10 days | 4 years 7 months 2 days | 4 years 3 months 15 days |
Weighted average forfeiture rate (as a percent) | 0.30% | 0.90% | 0.90% |
Dividends (as a percent) | 0.00% | 0.00% | 0.00% |
Volatility range, minimum (as a percent) | 46.90% | 61.50% | 67.80% |
Volatility range, maximum (as a percent) | 59.90% | 65.50% | 73.50% |
Weighted average volatility (as a percent) | 58.90% | 62.90% | 71.70% |
Range of risk-free interest rates, minimum (as a percent) | 1.07% | 0.86% | 0.50% |
Range of risk-free interest rates, maximum (as a percent) | 1.61% | 1.74% | 1.36% |
Weighted average risk-free interest rate (as a percent) | 1.45% | 1.67% | 0.77% |
Weighted average fair value at grant date (in dollars per share) | $ 2.01 | $ 2.28 | $ 1.95 |
Weighted Average Exercise Price | |||
Outstanding at the beginning of the period (in dollars per share) | 4.57 | 4.67 | 5.22 |
Granted (in dollars per share) | 4.02 | 4.57 | 3.80 |
Exercised (in dollars per share) | 3.03 | 3 | 2.45 |
Expired (in dollars per share) | 7.11 | 7.66 | 12.42 |
Forfeited (in dollars per share) | 4.50 | 4.37 | 4.02 |
Outstanding at the end of the period (in dollars per share) | 4.41 | $ 4.57 | $ 4.67 |
Exercisable at the end of the period (in dollars per share) | $ 5.12 | ||
Weighted Average Remaining Contractual Life | |||
Outstanding at the end of the period | 2 years 11 months 9 days | ||
Exercisable at the end of the period | 1 year 8 months 5 days | ||
Closing stock price (in dollars per share) | $ 3.88 | ||
Minimum | |||
Weighted average assumptions used to estimate the fair value of options granted | |||
Forfeiture range (as a percent) | 0.00% | 0.00% | 0.00% |
Maximum | |||
Weighted average assumptions used to estimate the fair value of options granted | |||
Forfeiture range (as a percent) | 5.00% | 5.00% | 5.00% |
2008 Employee Stock Purchase Plan | |||
Options | |||
Number of shares covered under the plan | 2,000,000 | ||
Share-based compensation expense recognized (in dollars) | $ 22,000 | $ 35,000 | $ 24,000 |
Purchase price of shares as a percentage of the fair market value on the date of purchase | 85.00% | ||
Shares purchased | 43,000 | 55,000 | 51,000 |
Aggregate purchase price | $ 126,000 | $ 197,000 | $ 162,000 |
Non-Employee Director Stock Grant Plan | |||
Options | |||
Number of shares covered under the plan | 400,000 | ||
Shares issued | 25,000 | 26,000 | 52,000 |
Share-based compensation expense recognized (in dollars) | $ 115,000 | $ 175,000 | $ 150,000 |
2006 Employee Stock Option Plan | |||
Options | |||
Number of shares covered under the plan | 10,000,000 | ||
Award vesting period | 5 years | ||
Contractual term, non-employee directors | 5 years | ||
Contractual term, officers and employees | 7 years | ||
Minimum percentage of ownership required for granting options at 110% of closing quoted market price | 10.00% | ||
Exercise price as a percentage of closing quoted market price for employees having more than 10 % of outstanding common stock | 110.00% | ||
Contractual term of options granted to employees having more than 10 % of outstanding common stock | 5 years | ||
Shares of common stock reserved for future issuance under the plan | 1,431,000 |
Share-Based Compensation - Outs
Share-Based Compensation - Outstanding and Exercisable (Details) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-Based Compensation | |
Exercise Prices (in dollars per share) | $ 4.41 |
Options Outstanding | |
Number outstanding at the end of the period (in shares) | shares | 7,711,372 |
Weighted Average Remaining Contractual Life | 2 years 11 months 9 days |
Weighted Average Exercise Price (in dollars per share) | $ 4.41 |
Options Exercisable | |
Number exercisable at the end of the period (in shares) | shares | 4,057,322 |
Weighted Average Exercise Price (in dollars per share) | $ 5.12 |
2.45 | |
Share-Based Compensation | |
Exercise Prices (in dollars per share) | $ 2.45 |
Options Outstanding | |
Number outstanding at the end of the period (in shares) | shares | 364,489 |
Weighted Average Remaining Contractual Life | 2 months 9 days |
Weighted Average Exercise Price (in dollars per share) | $ 2.45 |
Options Exercisable | |
Number exercisable at the end of the period (in shares) | shares | 364,489 |
Weighted Average Exercise Price (in dollars per share) | $ 2.45 |
2.85 | |
Share-Based Compensation | |
Exercise Prices (in dollars per share) | $ 2.85 |
Options Outstanding | |
Number outstanding at the end of the period (in shares) | shares | 90,908 |
Weighted Average Remaining Contractual Life | 1 year 5 months 12 days |
Weighted Average Exercise Price (in dollars per share) | $ 2.85 |
Options Exercisable | |
Number exercisable at the end of the period (in shares) | shares | 90,908 |
Weighted Average Exercise Price (in dollars per share) | $ 2.85 |
2.89 | |
Share-Based Compensation | |
Exercise Prices (in dollars per share) | $ 2.89 |
Options Outstanding | |
Number outstanding at the end of the period (in shares) | shares | 116,280 |
Weighted Average Remaining Contractual Life | 2 years 5 months 5 days |
Weighted Average Exercise Price (in dollars per share) | $ 2.89 |
Options Exercisable | |
Number exercisable at the end of the period (in shares) | shares | 116,280 |
Weighted Average Exercise Price (in dollars per share) | $ 2.89 |
3.12 | |
Share-Based Compensation | |
Exercise Prices (in dollars per share) | $ 3.12 |
Options Outstanding | |
Number outstanding at the end of the period (in shares) | shares | 10,000 |
Weighted Average Remaining Contractual Life | 4 years 7 months 6 days |
Weighted Average Exercise Price (in dollars per share) | $ 3.12 |
Options Exercisable | |
Number exercisable at the end of the period (in shares) | shares | 4,000 |
Weighted Average Exercise Price (in dollars per share) | $ 3.12 |
3.46 | |
Share-Based Compensation | |
Exercise Prices (in dollars per share) | $ 3.46 |
Options Outstanding | |
Number outstanding at the end of the period (in shares) | shares | 13,274 |
Weighted Average Remaining Contractual Life | 4 years 10 months 13 days |
Weighted Average Exercise Price (in dollars per share) | $ 3.46 |
Options Exercisable | |
Number exercisable at the end of the period (in shares) | shares | 13,274 |
Weighted Average Exercise Price (in dollars per share) | $ 3.46 |
3.55 | |
Share-Based Compensation | |
Exercise Prices (in dollars per share) | $ 3.55 |
Options Outstanding | |
Number outstanding at the end of the period (in shares) | shares | 5,000 |
Weighted Average Remaining Contractual Life | 6 years 9 months 15 days |
Weighted Average Exercise Price (in dollars per share) | $ 3.55 |
3.67 | |
Share-Based Compensation | |
Exercise Prices (in dollars per share) | $ 3.67 |
Options Outstanding | |
Number outstanding at the end of the period (in shares) | shares | 852,000 |
Weighted Average Remaining Contractual Life | 4 years 22 days |
Weighted Average Exercise Price (in dollars per share) | $ 3.67 |
Options Exercisable | |
Number exercisable at the end of the period (in shares) | shares | 345,000 |
Weighted Average Exercise Price (in dollars per share) | $ 3.67 |
3.91 | |
Share-Based Compensation | |
Exercise Prices (in dollars per share) | $ 3.91 |
Options Outstanding | |
Number outstanding at the end of the period (in shares) | shares | 500,000 |
Weighted Average Remaining Contractual Life | 6 years 4 days |
Weighted Average Exercise Price (in dollars per share) | $ 3.91 |
3.95 | |
Share-Based Compensation | |
Exercise Prices (in dollars per share) | $ 3.95 |
Options Outstanding | |
Number outstanding at the end of the period (in shares) | shares | 500,000 |
Weighted Average Remaining Contractual Life | 5 years 4 days |
Weighted Average Exercise Price (in dollars per share) | $ 3.95 |
Options Exercisable | |
Number exercisable at the end of the period (in shares) | shares | 100,000 |
Weighted Average Exercise Price (in dollars per share) | $ 3.95 |
4.03 | |
Share-Based Compensation | |
Exercise Prices (in dollars per share) | $ 4.03 |
Options Outstanding | |
Number outstanding at the end of the period (in shares) | shares | 525,000 |
Weighted Average Remaining Contractual Life | 6 years 29 days |
Weighted Average Exercise Price (in dollars per share) | $ 4.03 |
4.04 | |
Share-Based Compensation | |
Exercise Prices (in dollars per share) | $ 4.04 |
Options Outstanding | |
Number outstanding at the end of the period (in shares) | shares | 1,000,000 |
Weighted Average Remaining Contractual Life | 2 years 22 days |
Weighted Average Exercise Price (in dollars per share) | $ 4.04 |
Options Exercisable | |
Number exercisable at the end of the period (in shares) | shares | 500,000 |
Weighted Average Exercise Price (in dollars per share) | $ 4.04 |
4.19 | |
Share-Based Compensation | |
Exercise Prices (in dollars per share) | $ 4.19 |
Options Outstanding | |
Number outstanding at the end of the period (in shares) | shares | 25,000 |
Weighted Average Remaining Contractual Life | 1 month 17 days |
Weighted Average Exercise Price (in dollars per share) | $ 4.19 |
Options Exercisable | |
Number exercisable at the end of the period (in shares) | shares | 25,000 |
Weighted Average Exercise Price (in dollars per share) | $ 4.19 |
4.35 | |
Share-Based Compensation | |
Exercise Prices (in dollars per share) | $ 4.35 |
Options Outstanding | |
Number outstanding at the end of the period (in shares) | shares | 500,000 |
Weighted Average Remaining Contractual Life | 3 years 4 days |
Weighted Average Exercise Price (in dollars per share) | $ 4.35 |
Options Exercisable | |
Number exercisable at the end of the period (in shares) | shares | 125,000 |
Weighted Average Exercise Price (in dollars per share) | $ 4.35 |
4.37 | |
Share-Based Compensation | |
Exercise Prices (in dollars per share) | $ 4.37 |
Options Outstanding | |
Number outstanding at the end of the period (in shares) | shares | 10,000 |
Weighted Average Remaining Contractual Life | 8 months 5 days |
Weighted Average Exercise Price (in dollars per share) | $ 4.37 |
Options Exercisable | |
Number exercisable at the end of the period (in shares) | shares | 10,000 |
Weighted Average Exercise Price (in dollars per share) | $ 4.37 |
4.84 | |
Share-Based Compensation | |
Exercise Prices (in dollars per share) | $ 4.84 |
Options Outstanding | |
Number outstanding at the end of the period (in shares) | shares | 63,290 |
Weighted Average Remaining Contractual Life | 4 years 7 months 10 days |
Weighted Average Exercise Price (in dollars per share) | $ 4.84 |
Options Exercisable | |
Number exercisable at the end of the period (in shares) | shares | 63,290 |
Weighted Average Exercise Price (in dollars per share) | $ 4.84 |
4.90 | |
Share-Based Compensation | |
Exercise Prices (in dollars per share) | $ 4.90 |
Options Outstanding | |
Number outstanding at the end of the period (in shares) | shares | 10,000 |
Weighted Average Remaining Contractual Life | 6 years 7 months 2 days |
Weighted Average Exercise Price (in dollars per share) | $ 4.90 |
4.92 | |
Share-Based Compensation | |
Exercise Prices (in dollars per share) | $ 4.92 |
Options Outstanding | |
Number outstanding at the end of the period (in shares) | shares | 5,000 |
Weighted Average Remaining Contractual Life | 7 months 2 days |
Weighted Average Exercise Price (in dollars per share) | $ 4.92 |
Options Exercisable | |
Number exercisable at the end of the period (in shares) | shares | 5,000 |
Weighted Average Exercise Price (in dollars per share) | $ 4.92 |
4.95 | |
Share-Based Compensation | |
Exercise Prices (in dollars per share) | $ 4.95 |
Options Outstanding | |
Number outstanding at the end of the period (in shares) | shares | 715,000 |
Weighted Average Remaining Contractual Life | 5 years 2 months 9 days |
Weighted Average Exercise Price (in dollars per share) | $ 4.95 |
Options Exercisable | |
Number exercisable at the end of the period (in shares) | shares | 151,000 |
Weighted Average Exercise Price (in dollars per share) | $ 4.95 |
5.31 | |
Share-Based Compensation | |
Exercise Prices (in dollars per share) | $ 5.31 |
Options Outstanding | |
Number outstanding at the end of the period (in shares) | shares | 20,000 |
Weighted Average Remaining Contractual Life | 1 year 26 days |
Weighted Average Exercise Price (in dollars per share) | $ 5.31 |
Options Exercisable | |
Number exercisable at the end of the period (in shares) | shares | 20,000 |
Weighted Average Exercise Price (in dollars per share) | $ 5.31 |
5.47 | |
Share-Based Compensation | |
Exercise Prices (in dollars per share) | $ 5.47 |
Options Outstanding | |
Number outstanding at the end of the period (in shares) | shares | 880,200 |
Weighted Average Remaining Contractual Life | 1 year 2 months 5 days |
Weighted Average Exercise Price (in dollars per share) | $ 5.47 |
Options Exercisable | |
Number exercisable at the end of the period (in shares) | shares | 660,150 |
Weighted Average Exercise Price (in dollars per share) | $ 5.47 |
5.73 | |
Share-Based Compensation | |
Exercise Prices (in dollars per share) | $ 5.73 |
Options Outstanding | |
Number outstanding at the end of the period (in shares) | shares | 8,000 |
Weighted Average Remaining Contractual Life | 2 years 10 months 2 days |
Weighted Average Exercise Price (in dollars per share) | $ 5.73 |
Options Exercisable | |
Number exercisable at the end of the period (in shares) | shares | 6,000 |
Weighted Average Exercise Price (in dollars per share) | $ 5.73 |
5.83 | |
Share-Based Compensation | |
Exercise Prices (in dollars per share) | $ 5.83 |
Options Outstanding | |
Number outstanding at the end of the period (in shares) | shares | 265,000 |
Weighted Average Remaining Contractual Life | 1 year 3 months |
Weighted Average Exercise Price (in dollars per share) | $ 5.83 |
Options Exercisable | |
Number exercisable at the end of the period (in shares) | shares | 265,000 |
Weighted Average Exercise Price (in dollars per share) | $ 5.83 |
6.31 | |
Share-Based Compensation | |
Exercise Prices (in dollars per share) | $ 6.31 |
Options Outstanding | |
Number outstanding at the end of the period (in shares) | shares | 261,725 |
Weighted Average Remaining Contractual Life | 2 years 10 months 6 days |
Weighted Average Exercise Price (in dollars per share) | $ 6.31 |
Options Exercisable | |
Number exercisable at the end of the period (in shares) | shares | 221,725 |
Weighted Average Exercise Price (in dollars per share) | $ 6.31 |
6.61 | |
Share-Based Compensation | |
Exercise Prices (in dollars per share) | $ 6.61 |
Options Outstanding | |
Number outstanding at the end of the period (in shares) | shares | 63,870 |
Weighted Average Remaining Contractual Life | 3 years 5 months 12 days |
Weighted Average Exercise Price (in dollars per share) | $ 6.61 |
Options Exercisable | |
Number exercisable at the end of the period (in shares) | shares | 63,870 |
Weighted Average Exercise Price (in dollars per share) | $ 6.61 |
7.32 | |
Share-Based Compensation | |
Exercise Prices (in dollars per share) | $ 7.32 |
Options Outstanding | |
Number outstanding at the end of the period (in shares) | shares | 907,336 |
Weighted Average Remaining Contractual Life | 26 days |
Weighted Average Exercise Price (in dollars per share) | $ 7.32 |
Options Exercisable | |
Number exercisable at the end of the period (in shares) | shares | 907,336 |
Weighted Average Exercise Price (in dollars per share) | $ 7.32 |
Share-Based Compensation - Non-
Share-Based Compensation - Non-vested Options (Details) - USD ($) $ / shares in Units, shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-Based Compensation | |||
Share-based compensation expense recognized (in dollars) | $ 2,960,000 | $ 3,292,000 | $ 2,787,000 |
Options | |||
Non-vested options at the beginning of the period (in shares) | 4,057 | 3,541 | 2,483 |
Granted (in shares) | 1,117 | 1,849 | 2,076 |
Vested (in shares) | (1,434) | (1,289) | (981) |
Forfeited (in shares) | (86) | (44) | (37) |
Non-vested options at the end of the period (in shares) | 3,654 | 4,057 | 3,541 |
Weighted Average Grant Date Fair Value Per Share | |||
Non-vested options at the beginning of the period (in dollars per share) | $ 2.24 | $ 2.20 | $ 2.39 |
Granted (in dollars per share) | 2.01 | 2.28 | 1.95 |
Vested (in dollars per share) | 2.26 | 2.19 | 2.14 |
Forfeited (in dollars per share) | 2.48 | 2.33 | 2.17 |
Non-vested options at the end of the period (in dollars per share) | $ 2.15 | $ 2.24 | $ 2.20 |
Unrecognized compensation cost | |||
Total unrecognized compensation cost related to non-vested options (in dollars) | $ 5,430,000 | ||
Weighted-average service period over which unrecognized compensation cost is to be recognized | 1 year 11 months 5 days |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Aug. 12, 2015USD ($)shares | Aug. 06, 2014USD ($)itemshares | Nov. 30, 2015USD ($)shares | Aug. 31, 2015shares | May. 31, 2015item$ / sharesshares | Apr. 30, 2015item | Mar. 31, 2014$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014$ / sharesshares | Dec. 31, 2013$ / sharesshares |
Stock Repurchase Program | ||||||||||
Stock Repurchase Program, authorized amount | $ | $ 60,000,000 | |||||||||
Number of shares purchased by company under stock repurchase program | 5,964,017 | |||||||||
Aggregate purchase price of shares repurchased | $ | $ 25,018,000 | |||||||||
Average purchase price per share (in dollars per share) | $ / shares | $ 4.19 | |||||||||
Additional amount of stock purchase authorized per year under the terms of the Credit Agreement | $ | $ 1,000,000 | |||||||||
Aggregate amount of stock purchase authorized under the terms of the Credit Agreement | $ | $ 3,000,000 | |||||||||
Other disclosures | ||||||||||
Weighted average exercise price of options exercised (in dollars per share) | $ / shares | $ 3.03 | $ 3 | $ 2.45 | |||||||
Cash proceeds from the exercise of stock options | $ | $ 468,000 | |||||||||
Common Stock Issuance | 9,546,629 | |||||||||
Sale of common stock | $ | $ 38,078,000 | |||||||||
Number of mandatory prepayments | item | 2 | |||||||||
Mandatory prepayment amount | $ | $ 9,522,402 | |||||||||
Future issuance | ||||||||||
Other disclosures | ||||||||||
Common Stock Issuance | 20,000,000 | |||||||||
Chairman and Chief Executive Officer | ||||||||||
Other disclosures | ||||||||||
Options exercised (in shares) | 84,868 | 200,000 | ||||||||
Weighted average exercise price of options exercised (in dollars per share) | $ / shares | $ 4.25 | $ 2.70 | ||||||||
Withheld shares as payment for the options (in shares) | 67,400 | 112,788 | ||||||||
Shares received from transaction | 17,468 | 87,212 | ||||||||
Number of company's directors | item | 4 | |||||||||
Future acquisition | ||||||||||
Other disclosures | ||||||||||
Stock issued for acquisition of businesses (in shares) | 6,438,923 | |||||||||
Future acquisition | Future issuance | ||||||||||
Other disclosures | ||||||||||
Stock issued for acquisition of businesses (in shares) | 20,000,000 | |||||||||
BCI and CPI acquisitions | ||||||||||
Other disclosures | ||||||||||
Stock issued for acquisition of businesses (in shares) | 1,389,769 | |||||||||
CPI | ||||||||||
Other disclosures | ||||||||||
Stock issued for acquisition of businesses (in shares) | 148,460 | 171,308 | ||||||||
Engineering S.A. | ||||||||||
Other disclosures | ||||||||||
Stock issued for acquisition of businesses in excess of required amount ( in shares) | 924,736 | 924,736 | ||||||||
Shares issued as part of counter offer | $ | $ 4,374,000 | |||||||||
Number of companies for which common stock will be issued | item | 2 | |||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 19.00% | |||||||||
Shares issued as part of counter offer | 924,736 | 924,736 | ||||||||
Common stock repurchased (in shares) | 129,648 | 129,648 | ||||||||
Common stock repurchased | $ | $ 580,000 | $ 580,000 |
Income Taxes - General (Details
Income Taxes - General (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Effective income tax rate (as a percent) | 52.20% | 240.40% | 53.70% |
Reversal for uncertain tax position based on settlement of prior year tax positions related to a foreign jurisdiction | $ 2,500,000 | $ 2,500,000 | |
Components of earnings before income taxes | |||
United States | $ (19,912,000) | (39,729,000) | (26,460,000) |
Foreign jurisdictions | 36,093,000 | 43,182,000 | 38,294,000 |
Earnings (loss) before income taxes | 16,181,000 | 3,453,000 | 11,834,000 |
Foreign jurisdictions | |||
Current | 8,697,000 | 10,655,000 | 7,245,000 |
Deferred | (255,000) | (2,355,000) | (895,000) |
Total | 8,442,000 | 8,300,000 | 6,350,000 |
Income tax (benefit) expense | |||
Current | 8,697,000 | 10,655,000 | 7,245,000 |
Deferred | (255,000) | (2,355,000) | (895,000) |
Total | 8,442,000 | 8,300,000 | 6,350,000 |
Reconciliation of income taxes based on the statutory U.S. federal income tax and the Company's effective income tax rate | |||
Statutory federal income tax | 5,663,000 | 1,174,000 | 4,024,000 |
Foreign tax benefit for earnings taxed at lower rates | (4,290,000) | (4,801,000) | (3,957,000) |
Change in the valuation allowance | 7,569,000 | 16,230,000 | 10,378,000 |
Net liability (reductions) additions for uncertain tax positions | 21,000 | (2,379,000) | (2,314,000) |
Excess compensation | 485,000 | 646,000 | 204,000 |
State and local income taxes, net of federal income tax benefit | (937,000) | (2,076,000) | (1,476,000) |
Stock options | 266,000 | 224,000 | 230,000 |
Purchase accounting reversal | (490,000) | ||
Reversal of interest allocations to foreign entities | (1,014,000) | ||
Other | (335,000) | (228,000) | 275,000 |
Total | 8,442,000 | 8,300,000 | $ 6,350,000 |
Deferred tax assets: | |||
Net operating loss carryforward - U.S. operations | 46,493,000 | 40,065,000 | |
Amortization of intangibles | 7,734,000 | 7,329,000 | |
Net operating loss carryforward - foreign operations | 7,057,000 | 8,634,000 | |
Compensated absences | 2,461,000 | 2,458,000 | |
Foreign income taxes on currency translation | 2,465,000 | 1,013,000 | |
Share based compensation | 3,764,000 | 3,026,000 | |
Allowance for uncollectible accounts | 13,179,000 | 13,106,000 | |
Bonus accrual | 881,000 | 1,087,000 | |
Deferred income | 485,000 | ||
Foreign tax credit | 982,000 | 982,000 | |
Other | 1,078,000 | 836,000 | |
Total gross deferred tax assets | 86,094,000 | 79,021,000 | |
Valuation allowances | (66,370,000) | (58,801,000) | |
Net deferred tax assets | 19,724,000 | 20,220,000 | |
Deferred tax liabilities: | |||
Intangible assets | (12,319,000) | (13,205,000) | |
Depreciation | (2,707,000) | (1,297,000) | |
Prepaid expenses | (1,125,000) | (1,159,000) | |
Change in tax method | (190,000) | (279,000) | |
Accrued expense | (2,177,000) | ||
Total gross deferred tax liabilities | (16,341,000) | (18,117,000) | |
Net deferred tax assets | $ 3,383,000 | 2,103,000 | |
Accounting Standards Update 2015-17 | Adjustment | |||
Current deferred tax assets | 6,575,000 | ||
Current deferred tax liabilities | $ 2,456,000 |
Income Taxes - Uncertain Tax Po
Income Taxes - Uncertain Tax Positions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating loss carryforwards | |||
Provision for U.S. taxes on cumulative earnings of foreign subsidiaries | $ 0 | ||
Cumulative earnings of foreign subsidiaries | 131,147,000 | ||
Decrease (increase) in deferred tax assets and additional paid in capital related to the vesting of restricted stock | $ 583,000 | ||
Changes in uncertain tax positions | |||
Balance, beginning of year | 975,000 | $ 2,933,000 | |
Reductions based on tax positions related to prior years | (281,000) | (2,683,000) | |
Additions based on tax positions related to prior years | 302,000 | 725,000 | |
Balance, end of year | 996,000 | 975,000 | |
Additional disclosures | |||
Accrued interest and penalties related to Accrued interest and penalties related to unrecognized tax benefits | $ 500,000 | 520,000 | $ 172,000 |
Maximum | |||
Operating loss carryforwards | |||
Period for examination of tax returns for prior years net operating losses utilized in subsequent years's tax returns | 3 years | ||
Federal | |||
Operating loss carryforwards | |||
Additional valuation amount | $ 7,569,000 | 15,319,000 | |
Valuation allowance related to operating loss carryforwards | 49,670,000 | 42,087,000 | |
Net operating loss carryforwards | 117,367,000 | ||
State | |||
Operating loss carryforwards | |||
Net operating loss carryforwards | 120,270,000 | ||
Foreign Tax | |||
Operating loss carryforwards | |||
Deferred tax asset related to net operating losses | 29,016,000 | 33,933,000 | |
Valuation allowance related to operating loss carryforwards | $ 16,700,000 | $ 16,713,000 |
Commitments and Contingencies -
Commitments and Contingencies - Off Balance Sheet Arrangements and Acquisition-Related Contingencies (Details) | Oct. 05, 2015USD ($) | Jun. 15, 2015AED | Jun. 15, 2015USD ($) | Apr. 15, 2015TRY | Apr. 15, 2015USD ($) | Feb. 28, 2011BRL | Dec. 31, 2015BRL | Dec. 31, 2015USD ($) | Dec. 31, 2015TRY | Dec. 31, 2015GBP (£) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Oct. 31, 2014BRL | Oct. 31, 2014USD ($) | Feb. 28, 2011USD ($) |
Off Balance Sheet Arrangements | |||||||||||||||
Maximum potential future payment under off-balance sheet arrangements | $ 73,558,000 | ||||||||||||||
Cash held as collateral for the issuance of performance and advance payment bonds and letters of credit | $ 4,696,000 | $ 16,007,000 | |||||||||||||
Engineering S.A. | |||||||||||||||
Acquisition-Related Contingencies | |||||||||||||||
Ownership interest acquired (as a percent) | 91.00% | 91.00% | 91.00% | ||||||||||||
Acquisition consideration payable | BRL | BRL 10,645,000 | ||||||||||||||
Cadogans | |||||||||||||||
Acquisition-Related Contingencies | |||||||||||||||
Contingent consideration arrangement, evaluation period | 2 years | 2 years | |||||||||||||
Contingent consideration, minimum | £ | £ 0 | ||||||||||||||
Contingent consideration | £ | £ 200,000 | ||||||||||||||
IMS | |||||||||||||||
Acquisition-Related Contingencies | |||||||||||||||
Acquisition consideration payable | TRY 4,400,000 | $ 1,626,000 | |||||||||||||
Contingent consideration arrangement, evaluation period | 12 months | 12 months | |||||||||||||
Contingent consideration | TRY 6,100,000 | $ 2,088,000 | |||||||||||||
Off Balance Sheet Arrangements | |||||||||||||||
Potential future payments in connection with the acquisition | TRY 6,100,000 | $ 2,088,000 | |||||||||||||
Plaintiff | |||||||||||||||
Acquisition-Related Contingencies | |||||||||||||||
Possible loss contingency | $ 8,771,000 | ||||||||||||||
Settlement amount | $ 2,596,000 | ||||||||||||||
Interest amount | 1,056,000 | ||||||||||||||
Interest accrued | $ 448,000 | ||||||||||||||
Interest amount charged to expense | $ 608,000 | ||||||||||||||
Hill Spain | Engineering S.A. | |||||||||||||||
Acquisition-Related Contingencies | |||||||||||||||
Ownership interest acquired (as a percent) | 60.00% | 91.00% | 91.00% | 91.00% | 60.00% | ||||||||||
Multiple of earnings for determining purchase price of minority shares | 7 | 7 | 7 | 7 | 7 | ||||||||||
Call option Purchase price premium if exercised by Gerens Hill (as a percent) | 5.00% | 5.00% | 5.00% | ||||||||||||
Call/put option exercise period after audited financial statements | 3 months | 3 months | 3 months | ||||||||||||
Value of shares purchased on exercise of put options | BRL 7,838,000 | $ 3,556,000 | |||||||||||||
Contingent consideration | BRL 5,000,000 | $ 3,016,000 | |||||||||||||
Former executive | Plaintiff | |||||||||||||||
Acquisition-Related Contingencies | |||||||||||||||
Possible loss contingency | AED 4,536,239 | $ 1,210,000 | |||||||||||||
Settlement amount | AED 750,000 | $ 200,000 | |||||||||||||
Additional settlement payment | $ 100,000 | ||||||||||||||
Legal costs | $ 834,000 |
Commitments and Contingencies71
Commitments and Contingencies - General (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2013 | |
Commitments and Contingencies | ||
Accrual for employment taxes | $ 0 | $ 3,600,000 |
Operating Leases (Details)
Operating Leases (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Leases | |||
Rent expense | $ 14,577,000 | $ 13,902,000 | $ 12,408,000 |
Operating lease obligations | |||
2,016 | 11,148,000 | ||
2,017 | 9,978,000 | ||
2,018 | 8,317,000 | ||
2,019 | 7,073,000 | ||
2,020 | 4,929,000 | ||
Thereafter | 16,112,000 | ||
Total | $ 57,557,000 |
Benefit Plans (Details)
Benefit Plans (Details) - USD ($) | 4 Months Ended | 12 Months Ended | ||
Apr. 30, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Benefit Plans | ||||
Age of the employees qualified to participate in the defined contribution plan | 21 years | |||
Matching contribution by employer, maximum | $ 2,650 | |||
Expense related to savings plan recognized | $ 905,000 | $ 801,000 | $ 734,000 | |
Matching contribution by employer as a percentage of employee compensation | 50.00% | |||
Matching contribution by employer as a percentage of employee's considered compensation, maximum | 2.00% |
Business Segment Information -
Business Segment Information - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue | |||||||||||
Consulting Fee Revenue | $ 161,493 | $ 158,579 | $ 159,738 | $ 151,141 | $ 150,029 | $ 145,324 | $ 144,515 | $ 137,249 | $ 630,951 | $ 577,117 | $ 512,085 |
Consulting fee revenue (as a percent) | 100.00% | 100.00% | 100.00% | ||||||||
Total Revenue | $ 189,754 | $ 178,935 | $ 181,648 | $ 170,268 | $ 170,450 | $ 161,491 | $ 159,639 | $ 150,013 | $ 720,605 | $ 641,593 | $ 576,681 |
Total revenue (as a percent) | 100.00% | 100.00% | 100.00% | ||||||||
Project Management | |||||||||||
Revenue | |||||||||||
Consulting Fee Revenue | $ 467,877 | $ 428,827 | $ 392,602 | ||||||||
Consulting fee revenue (as a percent) | 74.20% | 74.30% | 76.70% | ||||||||
Total Revenue | $ 552,576 | $ 487,754 | $ 452,517 | ||||||||
Total revenue (as a percent) | 76.70% | 76.00% | 78.50% | ||||||||
Construction Claims | |||||||||||
Revenue | |||||||||||
Consulting Fee Revenue | $ 163,074 | $ 148,290 | $ 119,483 | ||||||||
Consulting fee revenue (as a percent) | 25.80% | 25.70% | 23.30% | ||||||||
Total Revenue | $ 168,029 | $ 153,839 | $ 124,164 | ||||||||
Total revenue (as a percent) | 23.30% | 24.00% | 21.50% |
Business Segment Information 75
Business Segment Information - Opearting Profit (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Profit | |||||||||||
Equity in loss of affiliates | $ (237) | ||||||||||
Operating profit | $ 2,893 | $ 11,693 | $ 10,652 | $ 5,606 | $ 3,038 | $ 11,297 | $ 8,655 | $ 10,948 | 30,844 | $ 33,938 | $ 34,698 |
Operating segment | Project Management | |||||||||||
Operating Profit | |||||||||||
Project Management | 56,157 | 53,174 | 50,922 | ||||||||
Equity in loss of affiliates | 237 | ||||||||||
Total Project Management | 55,920 | 53,174 | 50,922 | ||||||||
Operating segment | Construction Claims | |||||||||||
Operating Profit | |||||||||||
Operating profit | 11,740 | 10,996 | 12,171 | ||||||||
Corporate | |||||||||||
Operating Profit | |||||||||||
Operating profit | $ (36,816) | $ (30,232) | $ (28,395) |
Business Segment Information 76
Business Segment Information - Depreciation and Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Depreciation and Amortization Expense | |||
Depreciation and amortization expenses | $ 11,004 | $ 9,823 | $ 10,756 |
Operating segment | |||
Depreciation and Amortization Expense | |||
Depreciation and amortization expenses | 10,572 | 9,607 | 10,529 |
Operating segment | Project Management | |||
Depreciation and Amortization Expense | |||
Depreciation and amortization expenses | 7,477 | 6,888 | 7,677 |
Operating segment | Construction Claims | |||
Depreciation and Amortization Expense | |||
Depreciation and amortization expenses | 3,095 | 2,719 | 2,852 |
Corporate | |||
Depreciation and Amortization Expense | |||
Depreciation and amortization expenses | $ 432 | $ 216 | $ 227 |
Business Segment Information 77
Business Segment Information - Consulting Fee Revenue by Geographic Region (Details) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($)country | Dec. 31, 2014USD ($)country | Dec. 31, 2013USD ($)country | |
Consulting Fee Revenue by Geographic Region | |||||||||||
Consulting Fee Revenue | $ 161,493,000 | $ 158,579,000 | $ 159,738,000 | $ 151,141,000 | $ 150,029,000 | $ 145,324,000 | $ 144,515,000 | $ 137,249,000 | $ 630,951,000 | $ 577,117,000 | $ 512,085,000 |
Consulting fee revenue (as a percent) | 100.00% | 100.00% | 100.00% | ||||||||
Total Revenue | $ 189,754,000 | $ 178,935,000 | $ 181,648,000 | $ 170,268,000 | $ 170,450,000 | $ 161,491,000 | $ 159,639,000 | $ 150,013,000 | $ 720,605,000 | $ 641,593,000 | $ 576,681,000 |
Total revenue (as a percent) | 100.00% | 100.00% | 100.00% | ||||||||
U.S./Canada | |||||||||||
Consulting Fee Revenue by Geographic Region | |||||||||||
Consulting Fee Revenue | $ 150,096,000 | $ 125,691,000 | $ 121,291,000 | ||||||||
Consulting fee revenue (as a percent) | 23.80% | 21.80% | 23.70% | ||||||||
Total Revenue | $ 215,999,000 | $ 170,550,000 | $ 171,012,000 | ||||||||
Total revenue (as a percent) | 30.00% | 26.60% | 29.70% | ||||||||
Latin America | |||||||||||
Consulting Fee Revenue by Geographic Region | |||||||||||
Consulting Fee Revenue | $ 31,189,000 | $ 40,844,000 | $ 49,188,000 | ||||||||
Consulting fee revenue (as a percent) | 4.90% | 7.10% | 9.60% | ||||||||
Total Revenue | $ 31,304,000 | $ 41,106,000 | $ 49,546,000 | ||||||||
Total revenue (as a percent) | 4.30% | 6.40% | 8.60% | ||||||||
Europe | |||||||||||
Consulting Fee Revenue by Geographic Region | |||||||||||
Consulting Fee Revenue | $ 85,293,000 | $ 79,009,000 | $ 75,398,000 | ||||||||
Consulting fee revenue (as a percent) | 13.50% | 13.70% | 14.70% | ||||||||
Total Revenue | $ 90,070,000 | $ 84,335,000 | $ 80,062,000 | ||||||||
Total revenue (as a percent) | 12.50% | 13.10% | 13.90% | ||||||||
Middle East | |||||||||||
Consulting Fee Revenue by Geographic Region | |||||||||||
Consulting Fee Revenue | $ 303,769,000 | $ 272,236,000 | $ 219,315,000 | ||||||||
Consulting fee revenue (as a percent) | 48.20% | 47.20% | 42.80% | ||||||||
Total Revenue | $ 318,044,000 | $ 281,814,000 | $ 224,716,000 | ||||||||
Total revenue (as a percent) | 44.10% | 43.90% | 39.00% | ||||||||
Africa | |||||||||||
Consulting Fee Revenue by Geographic Region | |||||||||||
Consulting Fee Revenue | $ 28,138,000 | $ 23,849,000 | $ 22,744,000 | ||||||||
Consulting fee revenue (as a percent) | 4.50% | 4.10% | 4.40% | ||||||||
Total Revenue | $ 32,207,000 | $ 27,474,000 | $ 26,186,000 | ||||||||
Total revenue (as a percent) | 4.50% | 4.30% | 4.50% | ||||||||
Asia/Pacific | |||||||||||
Consulting Fee Revenue by Geographic Region | |||||||||||
Consulting Fee Revenue | $ 32,466,000 | $ 35,488,000 | $ 24,149,000 | ||||||||
Consulting fee revenue (as a percent) | 5.10% | 6.10% | 4.80% | ||||||||
Total Revenue | $ 32,981,000 | $ 36,314,000 | $ 25,159,000 | ||||||||
Total revenue (as a percent) | 4.60% | 5.70% | 4.30% | ||||||||
U.S. | |||||||||||
Consulting Fee Revenue by Geographic Region | |||||||||||
Consulting Fee Revenue | $ 147,013,000 | $ 122,096,000 | $ 117,740,000 | ||||||||
Consulting fee revenue (as a percent) | 23.30% | 21.20% | 23.00% | ||||||||
Total Revenue | $ 212,839,000 | $ 166,893,000 | $ 167,314,000 | ||||||||
Total revenue (as a percent) | 29.50% | 26.00% | 29.00% | ||||||||
Non - U.S. | |||||||||||
Consulting Fee Revenue by Geographic Region | |||||||||||
Consulting Fee Revenue | $ 483,938,000 | $ 455,021,000 | $ 394,345,000 | ||||||||
Consulting fee revenue (as a percent) | 76.70% | 78.80% | 77.00% | ||||||||
Total Revenue | $ 507,766,000 | $ 474,700,000 | $ 409,367,000 | ||||||||
Total revenue (as a percent) | 70.50% | 74.00% | 71.00% | ||||||||
Non - U.S. | Consulting fee revenue | Geographic concentration risk | |||||||||||
Consulting Fee Revenue by Geographic Region | |||||||||||
Number of countries | country | 0 | 0 | 0 | ||||||||
Non - U.S. | Total revenue | Geographic concentration risk | |||||||||||
Consulting Fee Revenue by Geographic Region | |||||||||||
Number of countries | country | 0 | 0 | 0 | ||||||||
United Arab Emirates | |||||||||||
Consulting Fee Revenue by Geographic Region | |||||||||||
Consulting Fee Revenue | $ 115,181,000 | $ 73,329,000 | $ 66,918,000 | ||||||||
Consulting fee revenue (as a percent) | 18.30% | 12.70% | 13.10% | ||||||||
Total Revenue | $ 118,957,000 | $ 74,708,000 | $ 68,158,000 | ||||||||
Total revenue (as a percent) | 16.50% | 11.60% | 11.80% | ||||||||
Oman | |||||||||||
Consulting Fee Revenue by Geographic Region | |||||||||||
Consulting Fee Revenue | $ 66,896,000 | $ 51,053,000 | |||||||||
Consulting fee revenue (as a percent) | 11.60% | 10.00% | |||||||||
Total Revenue | $ 70,798,000 | ||||||||||
Total revenue (as a percent) | 11.00% |
Business Segment Information 78
Business Segment Information - Consulting Fee Revenue and Total Revenue by Client Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Consulting Fee Revenue and Total Revenue By Client Type | |||||||||||
Consulting Fee Revenue | $ 161,493 | $ 158,579 | $ 159,738 | $ 151,141 | $ 150,029 | $ 145,324 | $ 144,515 | $ 137,249 | $ 630,951 | $ 577,117 | $ 512,085 |
Consulting fee revenue (as a percent) | 100.00% | 100.00% | 100.00% | ||||||||
Total Revenue | $ 189,754 | $ 178,935 | $ 181,648 | $ 170,268 | $ 170,450 | $ 161,491 | $ 159,639 | $ 150,013 | $ 720,605 | $ 641,593 | $ 576,681 |
Total revenue (as a percent) | 100.00% | 100.00% | 100.00% | ||||||||
U.S. federal government | |||||||||||
Consulting Fee Revenue and Total Revenue By Client Type | |||||||||||
Consulting Fee Revenue | $ 9,345 | $ 13,250 | $ 14,958 | ||||||||
Consulting fee revenue (as a percent) | 1.50% | 2.30% | 2.90% | ||||||||
Total Revenue | $ 11,485 | $ 16,459 | $ 17,499 | ||||||||
Total revenue (as a percent) | 1.60% | 2.60% | 3.00% | ||||||||
U.S. state, regional and local governments | |||||||||||
Consulting Fee Revenue and Total Revenue By Client Type | |||||||||||
Consulting Fee Revenue | $ 85,135 | $ 74,921 | $ 69,477 | ||||||||
Consulting fee revenue (as a percent) | 13.50% | 13.00% | 13.60% | ||||||||
Total Revenue | $ 141,210 | $ 104,866 | $ 100,157 | ||||||||
Total revenue (as a percent) | 19.60% | 16.30% | 17.40% | ||||||||
Foreign governments | |||||||||||
Consulting Fee Revenue and Total Revenue By Client Type | |||||||||||
Consulting Fee Revenue | $ 221,464 | $ 220,917 | $ 181,066 | ||||||||
Consulting fee revenue (as a percent) | 35.10% | 38.30% | 35.30% | ||||||||
Total Revenue | $ 238,482 | $ 234,027 | $ 188,981 | ||||||||
Total revenue (as a percent) | 33.10% | 36.50% | 32.80% | ||||||||
Private sector | |||||||||||
Consulting Fee Revenue and Total Revenue By Client Type | |||||||||||
Consulting Fee Revenue | $ 315,007 | $ 268,029 | $ 246,584 | ||||||||
Consulting fee revenue (as a percent) | 49.90% | 46.40% | 48.20% | ||||||||
Total Revenue | $ 329,428 | $ 286,241 | $ 270,044 | ||||||||
Total revenue (as a percent) | 45.70% | 44.60% | 46.80% |
Business Segment Information 79
Business Segment Information - Total Assets and Property, Plant and Equipment, Net by Geographic Region (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Total Assets by Geographic Region | ||
Total assets | $ 442,563 | $ 412,897 |
Property, Plant and Equipment, Net by Geographic Location | ||
Property, Plant and Equipment, Net by Geographic Location | 23,751 | 11,643 |
U.S./Canada | ||
Total Assets by Geographic Region | ||
Total assets | 118,833 | 107,191 |
Property, Plant and Equipment, Net by Geographic Location | ||
Property, Plant and Equipment, Net by Geographic Location | 13,581 | 3,358 |
Latin America | ||
Total Assets by Geographic Region | ||
Total assets | 26,350 | 33,757 |
Property, Plant and Equipment, Net by Geographic Location | ||
Property, Plant and Equipment, Net by Geographic Location | 1,031 | 1,101 |
Europe | ||
Total Assets by Geographic Region | ||
Total assets | 93,900 | 98,106 |
Property, Plant and Equipment, Net by Geographic Location | ||
Property, Plant and Equipment, Net by Geographic Location | 3,084 | 2,191 |
Middle East | ||
Total Assets by Geographic Region | ||
Total assets | 155,400 | 132,211 |
Property, Plant and Equipment, Net by Geographic Location | ||
Property, Plant and Equipment, Net by Geographic Location | 3,980 | 3,428 |
Africa | ||
Total Assets by Geographic Region | ||
Total assets | 27,299 | 21,795 |
Property, Plant and Equipment, Net by Geographic Location | ||
Property, Plant and Equipment, Net by Geographic Location | 1,120 | 901 |
Asia/Pacific | ||
Total Assets by Geographic Region | ||
Total assets | 20,781 | 19,837 |
Property, Plant and Equipment, Net by Geographic Location | ||
Property, Plant and Equipment, Net by Geographic Location | 955 | 664 |
U.S. | ||
Total Assets by Geographic Region | ||
Total assets | 117,507 | 105,298 |
Property, Plant and Equipment, Net by Geographic Location | ||
Property, Plant and Equipment, Net by Geographic Location | 13,581 | 3,358 |
Non - U.S. | ||
Total Assets by Geographic Region | ||
Total assets | 325,056 | 307,599 |
Property, Plant and Equipment, Net by Geographic Location | ||
Property, Plant and Equipment, Net by Geographic Location | $ 10,170 | $ 8,285 |
Quarterly Results (Unaudited)80
Quarterly Results (Unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Results (Unaudited) | |||||||||||
Consulting fee revenue | $ 161,493,000 | $ 158,579,000 | $ 159,738,000 | $ 151,141,000 | $ 150,029,000 | $ 145,324,000 | $ 144,515,000 | $ 137,249,000 | $ 630,951,000 | $ 577,117,000 | $ 512,085,000 |
Total revenue | 189,754,000 | 178,935,000 | 181,648,000 | 170,268,000 | 170,450,000 | 161,491,000 | 159,639,000 | 150,013,000 | 720,605,000 | 641,593,000 | 576,681,000 |
Gross profit | 67,301,000 | 69,234,000 | 67,338,000 | 64,712,000 | 64,785,000 | 62,649,000 | 61,269,000 | 58,659,000 | 268,585,000 | 247,362,000 | 216,030,000 |
Operating profit | 2,893,000 | 11,693,000 | 10,652,000 | 5,606,000 | 3,038,000 | 11,297,000 | 8,655,000 | 10,948,000 | 30,844,000 | 33,938,000 | 34,698,000 |
Net earnings (loss) | (980,000) | 3,336,000 | 4,535,000 | 848,000 | (3,796,000) | (8,615,000) | 2,016,000 | 5,548,000 | 7,739,000 | (4,847,000) | 5,484,000 |
Net earnings (loss) attributable to Hill | $ (1,114,000) | $ 2,948,000 | $ 4,395,000 | $ 702,000 | $ (4,008,000) | $ (8,966,000) | $ 1,518,000 | $ 5,308,000 | $ 6,931,000 | $ (6,148,000) | $ 3,562,000 |
Basic earnings (loss) per common share | $ (0.02) | $ 0.06 | $ 0.09 | $ 0.01 | $ (0.08) | $ (0.19) | $ 0.04 | $ 0.13 | $ 0.14 | $ (0.14) | $ 0.09 |
Diluted earnings (loss) per common share | $ (0.02) | $ 0.06 | $ 0.09 | $ 0.01 | $ (0.08) | $ (0.19) | $ 0.04 | $ 0.13 | $ 0.14 | $ (0.14) | $ 0.09 |
Additional disclosures | |||||||||||
One-time charges | $ 4,998,000 | ||||||||||
Provision for Doubtful Accounts | 2,247,000 | $ 9,079,000 | $ (2,344,000) | $ 1,317,000 | |||||||
Write-down of a note receivable | 959,000 | ||||||||||
Legal and other professional fees related to shareholder proxy contest | 832,000 | ||||||||||
Severance Costs | 562,000 | ||||||||||
Legal and other professional fees related to restatement of consolidated financial statements | $ 398,000 |
Schedule II Valuation and Qua81
Schedule II Valuation and Qualifying Accounts (Details) - Uncollectible Receivables - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Valuation and Qualifying Accounts | |||
Balance at Beginning of Fiscal Year | $ 60,801 | $ 66,856 | $ 70,205 |
Additions (Recoveries) Charged (Credited) to | 9,079 | (2,344) | 1,317 |
Other-Allowance Acquired in Business Combinations | 120 | 161 | 90 |
Uncollectible Receivables Written off, Net of Recoveries | (6,252) | (3,872) | (4,756) |
Balance at End of Fiscal Year | $ 63,748 | $ 60,801 | $ 66,856 |