Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Oct. 31, 2014 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'Hill International, Inc. | ' |
Entity Central Index Key | '0001287808 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 50,373,257 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Cash and cash equivalents | $28,525 | $30,381 |
Cash - restricted | 6,677 | 15,766 |
Accounts receivable, less allowance for doubtful accounts of $7,664 and $9,530 | 251,084 | 232,011 |
Accounts receivable - affiliate | 2,140 | 492 |
Prepaid expenses and other current assets | 11,336 | 13,078 |
Income taxes receivable | 4,264 | 4,460 |
Deferred income tax assets | 1,736 | 1,705 |
Total current assets | 305,762 | 297,893 |
Property and equipment, net | 11,061 | 10,613 |
Cash - restricted, net of current portion | 9,454 | 2,740 |
Retainage receivable | 2,344 | 1,212 |
Acquired intangibles, net | 19,504 | 24,964 |
Goodwill | 83,072 | 85,853 |
Investments | 5,566 | 5,984 |
Deferred income tax assets | 13,736 | 13,882 |
Other assets | 15,472 | 5,961 |
Total assets | 465,971 | 449,102 |
Liabilities and Stockholders' Equity | ' | ' |
Due to bank | ' | 2 |
Current maturities of notes payable | 2,580 | 18,974 |
Accounts payable and accrued expenses | 93,626 | 92,270 |
Income taxes payable | 7,758 | 9,442 |
Deferred revenue | 15,506 | 18,203 |
Deferred income taxes | 312 | 369 |
Other current liabilities | 12,964 | 12,255 |
Total current liabilities | 132,746 | 151,515 |
Notes payable, net of current maturities | 125,291 | 114,285 |
Retainage payable | 2,190 | 1,017 |
Deferred income taxes | 15,071 | 16,732 |
Deferred revenue | 13,846 | 16,261 |
Other liabilities | 2,700 | 6,261 |
Total liabilities | 291,844 | 306,071 |
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, 56,905 and 46,598 shares issued at September 30, 2014 and December 31, 2013, respectively | 6 | 5 |
Additional paid-in capital | 179,127 | 136,899 |
Retained earnings | 39,643 | 47,038 |
Accumulated other comprehensive loss | -25,737 | -25,032 |
Shareholders' equity before treasury stocks and noncontrolling interest | 193,039 | 158,910 |
Less treasury stock of 6,546 shares and 6,434 shares at September 30, 2014 and December 31, 2013, respectively, at cost | -28,304 | -27,766 |
Hill International, Inc. share of equity | 164,735 | 131,144 |
Noncontrolling interests | 9,392 | 11,887 |
Total equity | 174,127 | 143,031 |
Total liabilities and stockholders' equity | $465,971 | $449,102 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Per Share data, unless otherwise specified | ||
CONSOLIDATED BALANCE SHEETS | ' | ' |
Accounts receivable, allowance for doubtful accounts (in dollars) | $7,664 | $9,530 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, shares issued | 56,905 | 46,598 |
Treasury stock, shares | 6,546 | 6,434 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
CONSOLIDATED STATEMENTS OF OPERATIONS | ' | ' | ' | ' |
Consulting fee revenue | $145,324 | $130,181 | $427,088 | $381,164 |
Reimbursable expenses | 16,167 | 17,013 | 44,055 | 50,567 |
Total revenue | 161,491 | 147,194 | 471,143 | 431,731 |
Cost of services | 82,675 | 75,734 | 244,511 | 223,789 |
Reimbursable expenses | 16,167 | 17,013 | 44,055 | 50,567 |
Total direct expenses | 98,842 | 92,747 | 288,566 | 274,356 |
Gross profit | 62,649 | 54,447 | 182,577 | 157,375 |
Selling, general and administrative expenses | 51,352 | 46,195 | 156,625 | 131,884 |
Operating profit | 11,297 | 8,252 | 25,952 | 25,491 |
Interest expense and related financing fees, net | 16,112 | 5,489 | 26,834 | 17,257 |
(Loss) earnings before income taxes | -4,815 | 2,763 | -882 | 8,234 |
Income tax expense (benefit) | 3,800 | -179 | 5,424 | 3,983 |
Net (loss) earnings | -8,615 | 2,942 | -6,306 | 4,251 |
Less: net earnings - noncontrolling interests | 351 | 386 | 1,089 | 1,356 |
Net (loss) earnings attributable to Hill International, Inc. | ($8,966) | $2,556 | ($7,395) | $2,895 |
Basic (loss) earnings per common share - Hill International, Inc. (in dollars per share) | ($0.19) | $0.06 | ($0.17) | $0.07 |
Basic weighted average common shares outstanding (in shares) | 46,606 | 39,351 | 42,348 | 38,949 |
Diluted (loss) earnings per common share - Hill International, Inc. (in dollars per share) | ($0.19) | $0.06 | ($0.17) | $0.07 |
Diluted weighted average common shares outstanding (in shares) | 46,606 | 39,494 | 42,348 | 39,135 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS) | ' | ' | ' | ' |
Consolidated net (loss) earnings | ($8,615) | $2,942 | ($6,306) | $4,251 |
Foreign currency translation adjustment, net of tax | -4,200 | -1,063 | -1,651 | -6,228 |
Other, net | -238 | 7 | 184 | 115 |
Comprehensive (loss) earnings | -13,053 | 1,886 | -7,773 | -1,862 |
Comprehensive (loss) earnings attributable to noncontrolling interests | -598 | -139 | 327 | -451 |
Comprehensive (loss) earnings attributable to Hill International, Inc. | ($12,455) | $2,025 | ($8,100) | ($1,411) |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Consolidated net (loss) earnings | ($6,306) | $4,251 |
Adjustments to reconcile net (loss) earnings to net cash (used in) provided by operating activities: | ' | ' |
Depreciation and amortization | 7,276 | 7,921 |
Provision for bad debts | 1,501 | 2,743 |
Interest accretion on term loan | 15,526 | 5,875 |
Deferred tax (benefit) expense | -2,316 | 1,035 |
Share based compensation | 2,712 | 2,257 |
Changes in operating assets and liabilities, net of acquisition in 2013 | ' | ' |
Restricted cash | 3,716 | 986 |
Accounts receivable | -9,148 | -21,594 |
Accounts receivable - affiliate | -1,648 | 16 |
Prepaid expenses and other current assets | 2,381 | -4,184 |
Income taxes receivable | 589 | -608 |
Retainage receivable | -1,132 | -184 |
Other assets | 1,065 | 345 |
Accounts payable and accrued expenses | -5,207 | 1,179 |
Income taxes payable | -2,603 | -2,475 |
Deferred revenue | -7,610 | 12,177 |
Other current liabilities | -2,711 | 3,154 |
Retainage payable | 1,166 | 9 |
Other liabilities | -3,599 | -4,018 |
Net cash (used) in provided by operating activities | -6,348 | 8,885 |
Cash flows from investing activities: | ' | ' |
Payments for purchase of property and equipment | -2,393 | -2,144 |
Cash received from acquisition | ' | 727 |
Contribution to affiliate | ' | -8 |
Payment of liability for additional interest in Hill Spain | ' | -9,325 |
Net cash used in investing activities | -2,393 | -10,750 |
Cash flows from financing activities: | ' | ' |
Due to bank | -2 | -21 |
Proceeds from secondary public offering of common stock | 38,078 | ' |
Proceeds from new term loan | 120,000 | ' |
Payoff and termination of term loan | -100,000 | ' |
Payoff and termination of revolving credit facility | -25,500 | ' |
Payment of financing fees | -9,484 | ' |
Payments on Engineering S.A. note payable | ' | -5,095 |
Payments on notes payable | ' | -148 |
Net (payments) borrowings on revolving loans | -14,793 | 22,279 |
Dividends paid to noncontrolling interest | -173 | ' |
Proceeds from stock issued under employee stock purchase plan | 158 | 53 |
Proceeds from exercise of stock options | 1,032 | 20 |
Net cash provided by financing activities | 9,316 | 17,088 |
Effect of exchange rate changes on cash | -2,431 | -5,300 |
Net (decrease) increase in cash and cash equivalents | -1,856 | 9,923 |
Cash and cash equivalents - beginning of period | 30,381 | 16,716 |
Cash and cash equivalents - end of period | $28,525 | $26,639 |
The_Company
The Company | 9 Months Ended |
Sep. 30, 2014 | |
The Company | ' |
The Company | ' |
Note 1 - The Company | |
Hill International, Inc. (“Hill” or the “Company”) is a professional services firm that provides program management, project management, construction management, construction claims and other consulting services primarily to the buildings, transportation, environmental, energy and industrial markets worldwide. 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. | |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2014 | |
Basis of Presentation | ' |
Basis of Presentation | ' |
Note 2 — Basis of Presentation | |
The accompanying unaudited interim consolidated financial statements were prepared in accordance with the rules and regulations of the Securities and Exchange Commission pertaining to reports on Form 10-Q and should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete financial statements. In the opinion of management, these statements include all adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of the consolidated financial statements. | |
The consolidated financial statements include the accounts of Hill and its wholly- and majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The interim operating results are not necessarily indicative of the results for a full year. | |
Accounts_Receivable
Accounts Receivable | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Accounts Receivable. | ' | |||||||
Accounts Receivable | ' | |||||||
Note 3 — Accounts Receivable | ||||||||
The components of accounts receivable are as follows (in thousands): | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Billed | $ | 206,556 | $ | 206,469 | ||||
Retainage, current portion | 13,806 | 10,215 | ||||||
Unbilled | 38,386 | 24,857 | ||||||
258,748 | 241,541 | |||||||
Allowance for doubtful accounts | (7,664 | ) | (9,530 | ) | ||||
$ | 251,084 | $ | 232,011 | |||||
In early 2014, the Company received additional payments against accounts receivable related to work performed by Hill prior to March 2011 pursuant to contracts with the Libyan government of approximately $6,800,000 consisting of approximately 200,000 pounds sterling ($300,000), approximately LYD 2,100,000 ($1,700,000) and $4,800,000 in U.S. dollars. Total receipts since 2011 amounted to approximately $9,900,000 and, at September 30, 2014, the remaining accounts receivable outstanding related to Hill’s work in Libya amounted to approximately $50,100,000. | ||||||||
Currently, the Company is seeking to recover the receivable from its client, the Libyan Organization for the Development of Administrative Centres (“ODAC”), through ongoing negotiations rather than pursuing its legal rights for payment under the contracts. The Company continues to believe that this course of action provides the best likelihood for recovery as it could result in completion of and payment on the existing contracts as well as the potential for the award of new contracts. There is at present no formal agreement, understanding or timetable for further payments of Hill’s accounts receivable from ODAC or a return to work on Hill’s existing contracts. Management believes that the recent payments made in 2013 and 2014 were made in good faith and are a positive indication that ODAC intends to satisfy its obligations to Hill. However, the Company cannot predict with certainty when the remaining accounts receivable will be paid by the Libyan authorities or when work will resume there. Accordingly, the Company believes that recovery of its receivable from ODAC through continued negotiation, rather than legal action, remains appropriate. In the event that continued negotiations with ODAC are determined to be unsuccessful, the Company will value its legal claims and adjust the carrying amount of this receivable, which could have a significant adverse impact on its consolidated results of operations and consolidated financial position. | ||||||||
Intangible_Assets
Intangible Assets | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Intangible Assets | ' | |||||||||||||
Intangible Assets | ' | |||||||||||||
Note 4 — Intangible Assets | ||||||||||||||
The following table summarizes the Company’s acquired intangible assets (in thousands): | ||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||
Gross | Gross | |||||||||||||
Carrying | Accumulated | Carrying | Accumulated | |||||||||||
Amount | Amortization | Amount | Amortization | |||||||||||
Client relationships | $ | 36,133 | $ | 20,632 | $ | 37,501 | $ | 18,238 | ||||||
Acquired contract rights | 11,392 | 9,404 | 11,874 | 8,541 | ||||||||||
Trade names | 3,056 | 1,041 | 3,266 | 898 | ||||||||||
Total | $ | 50,581 | $ | 31,077 | $ | 52,641 | $ | 27,677 | ||||||
Intangible assets, net | $ | 19,504 | $ | 24,964 | ||||||||||
Amortization expense related to intangible assets was as follows (in thousands): | ||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
$ | 1,518 | $ | 1,723 | $ | 4,650 | $ | 4,957 | |||||||
The following table presents the estimated amortization expense based on our present intangible assets for the next five years (in thousands): | ||||||||||||||
Estimated | ||||||||||||||
Amortization | ||||||||||||||
Year Ending December 31, | Expense | |||||||||||||
2014 (remaining 3 months) | $ | 1,460 | ||||||||||||
2015 | 5,190 | |||||||||||||
2016 | 3,938 | |||||||||||||
2017 | 2,970 | |||||||||||||
2018 | 1,973 | |||||||||||||
Goodwill
Goodwill | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Goodwill | ' | ||||||||||
Goodwill | ' | ||||||||||
Note 5 — Goodwill | |||||||||||
The Company performs its annual goodwill impairment testing, by reporting unit, in the third quarter, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. 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. Changes in these 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, 2014. Based on a preliminary valuation, the fair value of the Project Management unit and the Construction Claims unit exceeded their carrying values by $227,700,000 and $70,800,000, respectively. | |||||||||||
The following table summarizes the changes in the Company’s carrying value of goodwill during the nine months of 2014 (in thousands): | |||||||||||
Project | Construction | ||||||||||
Management | Claims | Total | |||||||||
Balance, December 31, 2013 | $ | 58,448 | $ | 27,405 | $ | 85,853 | |||||
Additions | — | — | — | ||||||||
Translation adjustments | (2,317 | ) | (464 | ) | (2,781 | ) | |||||
Balance, September 30, 2014 | $ | 56,131 | $ | 26,941 | $ | 83,072 | |||||
Accounts_Payable_and_Accrued_E
Accounts Payable and Accrued Expenses | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Accounts Payable and Accrued Expenses | ' | |||||||
Accounts Payable and Accrued Expenses | ' | |||||||
Note 6 — Accounts Payable and Accrued Expenses | ||||||||
Below are the components of accounts payable and accrued expenses (in thousands): | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Accounts payable | $ | 23,816 | $ | 25,349 | ||||
Accrued payroll | 41,892 | 35,732 | ||||||
Accrued subcontractor fees | 4,526 | 6,212 | ||||||
Accrued agency fees | 16,055 | 17,623 | ||||||
Accrued legal and professional fees | 608 | 1,239 | ||||||
Other accrued expenses | 6,728 | 6,115 | ||||||
$ | 93,626 | $ | 92,270 | |||||
Notes_Payable_and_LongTerm_Deb
Notes Payable and Long-Term Debt | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Notes Payable and Long-Term Debt | ' | |||||||
Notes Payable and Long-Term Debt | ' | |||||||
Note 7 — Notes Payable and Long-Term Debt | ||||||||
Outstanding debt obligations are as follows (in thousands): | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
2014 Term Loan Facility | $ | 120,000 | $ | — | ||||
2012 Term Loan Payable | — | 84,474 | ||||||
2009 Revolving Credit loan payable under the Credit Agreement(the weighted average interest rate of all borrowings was 5.32% at December 31, 2013) | — | 39,000 | ||||||
Borrowings under revolving credit facilities with a consortium of banks in Spain | 6,976 | 7,670 | ||||||
Borrowings under unsecured credit facility with Caja Badajoz | 888 | 2,047 | ||||||
Borrowings under revolving credit facility with the National Bank of Abu Dhabi | 7 | — | ||||||
Other notes payable | — | 68 | ||||||
127,871 | 133,259 | |||||||
Less current maturities | 2,580 | 18,974 | ||||||
Notes payable and long-term debt, net of current maturities | $ | 125,291 | $ | 114,285 | ||||
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, subject to the conditions and other terms and provisions of the Commitment Letter, to provide secured debt facilities to the Company in an aggregate principal amount of $165,000,000 which would be used to payoff and terminate the Company’s previous senior credit facility with a bank group led by Bank of America, N.A. and a previous 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 (i) 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) a term loan facility of $120,000,000 (the “Term Loan Facility”) and (B) 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 (ii) a credit agreement with the Agent as administrative agent and collateral agent, (the “International Lender”) providing a $15,000,000 Euro-denominated facility 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 commencing on December 31, 2014. 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 and share-based compensation for the trailing twelve months. At December 31, 2014, the ratio may not exceed 3.50 to 1.00. 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 all clients located in 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 all clients located in the United Arab Emirates that are more than 120 days old (relative to the invoice date) constitute more than 14% of the total outstanding accounts receivable; 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. | ||||||||
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 three- and nine-month periods ended September 30, 2014. | ||||||||
Term Loan Facility | ||||||||
The Company used the proceeds from the Term Loan Facility: | ||||||||
· | for consummating the payoff and termination of the Company’s existing credit arrangements (the “Refinancing”) which consist of the Credit Agreement, dated as of October 18, 2012, among the Company, certain lenders and Obsidian Agency Services, Inc., as amended (the “2012 Term Loan Agreement”), and the Credit Agreement, dated as of June 30, 2009, among the Company, Bank of America, N.A. and certain other lenders, as amended (the “2009 Revolving Credit Agreement”); and | |||||||
· | to pay fees and expenses incurred in connection with the Secured Credit Facilities. | |||||||
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; provided, however that upon the occurrence of prepayments relating to certain repricing transactions within the first year following closing, a 1.0% prepayment premium will be payable. 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 by the Company after the closing, (ii) with net proceeds from certain asset sales outside the ordinary course of business, and (iii) with 50% of the excess cash flow (as defined in the agreement) for each fiscal year of the Borrowers commencing with the first full fiscal year ending after closing (which percentage would be stepped down upon the achievement and maintenance of certain metrics). | ||||||||
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 commencing on December 31, 2014 and ending on September 30, 2020, and was fully funded at closing. 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 $6,643,000 which has been deferred and is included in other assets in the consolidated balance sheet at September 30, 2014. The deferred fees will be amortized to interest and related financing fees, net over a six-year period commencing on October 1, 2014. | ||||||||
Revolving Credit Facilities | ||||||||
The Company is required to use the proceeds from the Revolving Credit Facilities: | ||||||||
· | for the Refinancing; | |||||||
· | to finance the working capital needs and general corporate purposes of the Borrowers and their subsidiaries; | |||||||
· | to pay fees and expenses incurred in connection with the Secured Credit Facilities; and | |||||||
· | for any other purposes not prohibited by the Secured 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. | ||||||||
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. | ||||||||
The Company incurred fees and expenses related to the Revolving Credit Facilities aggregating $2,841,000 which has been deferred and is included in other assets in the consolidated balance sheet at September 30, 2014. The deferred fees will be amortized to interest expense and related financing fees, net over a five-year period commencing October 1, 2014. | ||||||||
At September 30, 2014, the Company had $20,159,000 of outstanding letters of credit and $9,841,000 of available borrowing capacity under the U.S. Revolver. | ||||||||
2012 Term Loan Agreement | ||||||||
The Company entered into a Term Loan Agreement on October 18, 2012, which was amended from time to time. Borrowings under the Term Loan Agreement were collateralized by a second lien on substantially all of the Company’s assets, including, without limitation, accounts receivable, equipment, securities, financial assets and the proceeds of the foregoing, as well as by a pledge of 65% of the outstanding capital stock of its wholly-owned foreign subsidiary, Hill International N.V., and of certain of its other foreign subsidiaries. The maturity date of the Term Loan was October 18, 2016. | ||||||||
The Company paid interest on amounts outstanding from time to time under the 2012 Term Loan at a rate per annum equal to 7.50%. | ||||||||
Also, contemporaneous with its entry into the 2012 Term Loan Agreement, the Company entered into a Fee Letter. The Fee Letter required the Company to pay to the Lenders an exit fee (the “Exit Fee”), which fee was earned in full on the Closing Date and was due and payable on September 26, 2014, the date the 2012 Term Loan was paid in full (the “Exit Date”). The Exit Fee meant the amount, if any, when paid to the Term Loan Lenders on the Exit Date, that would result in the internal annual rate of return to the Term Loan Lenders on the Exit Date being equal to, but no greater than, 20%; provided that in no event would the Exit Fee amount be less than $0 or greater than $11,790,000. The IRR was to be calculated as the rate of return earned by the Term Loan Lenders on their initial investment in the 2012 Term Loan (calculated as the principal amount of the Term Loan less the Closing Fee of $25,000,000, or $75,000,000) through the Exit Date taking into account the payment by the Company to the Term Loan Lenders of all principal, interest and other payments to the Term Loan Lenders pursuant to the Term Loan Agreement. There was no Exit Fee payable upon the payoff and termination of the Term Loan. | ||||||||
On August 6, 2014, the Company made a mandatory principal prepayment of $9,522,402 from funds received in the equity offering (See Note 11). On September 26, 2014, the Company paid $90,477,598 (including accelerated principal of $9,338,000 which was charged to interest expense and related financing fees for the three- and nine-month periods ended September 30, 2014), plus interest of $1,658,756, to payoff and terminate the Term Loan. | ||||||||
2009 Revolving Credit Agreement | ||||||||
The Company entered into a Credit Agreement, dated June 30, 2009 (the “Credit Agreement”), with Bank of America, N.A., Capital One, N.A., The PrivateBank and Trust Company, PNC Bank N.A. (the “Lenders”), and Bank of America, N.A., as Administrative Agent (the “Agent”), which was amended from time to time. | ||||||||
The maturity date of the 2009 Credit Agreement was March 31, 2015. On September 26, 2014, the Company paid $25,500,000 (including $9,522,402 from funds received in the equity offering (See Note 11)), plus interest of $419,897, to payoff and terminate the Credit Agreement. | ||||||||
Other Debt Arrangements | ||||||||
The Company’s subsidiary, Hill International (Spain) S.A. (“Hill Spain”), maintains a revolving credit facility with 12 banks (the “Financing Entities”) in Spain providing for total borrowings, with interest at 6.50%, of up to €5,520,000 (approximately $7,005,000 at September 30, 2014). At September 30, 2014, total borrowings outstanding were €5,498,000 (approximately $6,976,000). The amount being financed (“Credit Contracts”) by each Financing Entity is between €156,000 (approximately $198,000) and €689,000 (approximately $874,000). The facility expires on December 17, 2016. The maximum available amount will be reduced to 75.0% at December 31, 2014 and to 50.0% at December 31, 2015. 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. | ||||||||
Hill Spain maintains an unsecured credit facility with the Caja Badajoz Bank in Spain for €700,000 (approximately $888,000) at September 30, 2014. The interest rate at September 30, 2014 was 7.50%. At September 30, 2014, this facility was fully utilized with total borrowings outstanding of €700,000 (approximately $888,000). The facility expires on December 23, 2014. | ||||||||
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 September 30, 2014) collateralized by certain overseas receivables. The interest rate is the one-month Emirates InterBank Offer Rate plus 3.00% (or 4.41% at September 30, 2014) but no less than 5.50%. At September 30, 2014, total borrowings outstanding were AED 27,000 (approximately $7,000). This facility also allows for to AED 127,033,000 (approximately $34,589,000 at September 30, 2014) in Letters of Guarantee of which AED 128,000,000 (approximately $34,863,000) were utilized at September 30, 2014. This facility is being renewed on a month-to-month basis. | ||||||||
The Company maintains a credit facility with Marfin Bank (formerly Egnatia Bank), that allows for letters of guarantee up to €4,500,000 (approximately $5,711,000 at September 30, 2014), of which €2,197,000 (approximately $2,788,000) had been utilized at September 30, 2014. The facility expires on April 30, 2018. Under the terms of the International Credit Facility, this credit facility may remain in place as long as Hill International, Inc. replaces Hill International N.V. as sole guarantor on or before December 25, 2014, or the credit facility must be reduced to €3,750,000. | ||||||||
Engineering S.A. maintains three unsecured revolving credit facilities with two banks in Brazil aggregating 2,900,000 Brazilian Reais (approximately $1,185,000 at September 30, 2014), with a weighted average interest rate of 3.60% per month at September 30, 2014. There were no borrowings outstanding on any of these facilities which are renewed automatically every three months. | ||||||||
At September 30, 2014, the Company had $19,338,000 of available borrowing capacity under its International Revolver and its other foreign credit agreements. There were no outstanding letters of credit under the International Revolver at September 30, 2014. | ||||||||
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 September 30, 2014, the maximum U.S. dollar equivalent of the commitments was $102,583,000 of which $56,280,000 is outstanding. | ||||||||
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Supplemental Cash Flow Information | ' | |||||||
Supplemental Cash Flow Information | ' | |||||||
Note 8 — Supplemental Cash Flow Information | ||||||||
The following table provides additional cash flow information (in thousands): | ||||||||
Nine Months Ended | ||||||||
September 30, | ||||||||
2014 | 2013 | |||||||
Interest and related financing fees paid | $ | 19,662 | $ | 10,346 | ||||
Income taxes paid | $ | 5,375 | $ | 6,901 | ||||
Reduction of noncontrolling interest in connection with acquisition of an additional interest in Engineering S.A. | $ | (2,649 | ) | $ | — | |||
Increase in additional paid in capital from issuance of shares of common stock related to purchase of CPI | $ | 618 | $ | — | ||||
Increase in additional paid in capital from issuance of shares common stock from cashless exercise of stock options | $ | 538 | $ | — | ||||
Reduction of noncontrolling interest in connection with acquisition of remaining noncontrolling interest in Hill Spain | $ | — | $ | (1,094 | ) | |||
Increase in intangible assets and goodwill in connection with acquisition of BCA and remaining noncontrolling interest in Hill Spain | $ | — | $ | 3,026 | ||||
Common stock issued for acquisition of BCA | $ | — | $ | 2,000 | ||||
Earnings_per_Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2014 | |
Earnings per Share | ' |
Earnings per Share | ' |
Note 9 — Earnings per Share | |
Basic earnings per common share has been computed using the weighted-average number of shares of common stock outstanding during the period. Diluted loss per common share incorporates the incremental shares issuable upon the assumed exercise of stock options, if dilutive. Options to purchase 7,436,980 shares and 7,459,832 were excluded from the calculation of diluted (loss) earnings per common share for the three and nine months ended September 30, 2014 because they were antidilutive. Dilutive stock options increased the average common stock outstanding by approximately 143,528 shares for the three months ended September 30, 2013 and by approximately 185,809 shares for the nine months September 30, 2013. Certain stock options were excluded from the calculation of diluted loss per common share because their effect was antidilutive for both of the three and nine months ended September 30, 2013. The total number of such shares excluded from diluted loss per common share was 5,492,975 shares for the three months ended September 30, 2013 and 5,366,904 shares for the nine months ended September 30, 2013. | |
ShareBased_Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2014 | |
Share-Based Compensation | ' |
Share-Based Compensation | ' |
Note 10 — Share-Based Compensation | |
At September 30, 2014, the Company had 7,389,176 options outstanding with a weighted average exercise price of $4.57. During the nine months ended September 30, 2014, the Company granted 500,000 options which vest over a four-year period, 1,285,000 options which vest over a five-year period, and 63,870 options which vested immediately. The options have a weighted average exercise price of $4.57 and a weighted average contractual live of 6.39 years. The aggregate fair value of the options was $4,210,000 calculated using the Black-Scholes valuation model. The weighted average assumptions used to calculate fair value were: expected life — 4.59 years; volatility — 62.9% and risk-free interest rate —1.67%. During the first nine months of 2014, options for 524,350 shares with a weighted average exercise price of $3.00 were exercised, options for 483,500 shares with a weighted average exercise price of $7.70 lapsed and options for 26,000 shares with a weighted average exercise price of $3.87 were forfeited. | |
During the nine months ended September 30, 2014, the Company issued 26,475 shares of its common stock to its Non-Employee Directors as part of their annual compensation. | |
During the nine months ended September 30, 2014, employees purchased 39,456 common shares, for an aggregate purchase price of $158,000, pursuant to the Company’s 2008 Employee Stock Purchase Plan. | |
The Company recognized share-based compensation expense in selling, general and administrative expenses in the consolidated statement of operations totaling $785,000 and $674,000 for the three months ended September 30, 2014 and 2013, respectively, and $2,712,000 and $2,257,000 for the nine months ended September 30, 2014 and 2013, respectively. | |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Stockholders' Equity | ' | ||||||||||
Stockholders' Equity | ' | ||||||||||
Note 11 — Stockholders’ Equity | |||||||||||
The following table summarizes the changes in stockholders’ equity during the nine months ended September 30, 2014 (in thousands): | |||||||||||
Hill International, | Noncontrolling | ||||||||||
Total | Inc. Stockholders | Interests | |||||||||
Stockholders’ equity, December 31, 2013 | $ | 143,031 | $ | 131,144 | $ | 11,887 | |||||
Net (loss) earnings | (6,306 | ) | (7,395 | ) | 1,089 | ||||||
Other comprehensive (loss) earnings | (1,467 | ) | (705 | ) | (762 | ) | |||||
Comprehensive (loss) earnings | (7,773 | ) | (8,100 | ) | 327 | ||||||
Additional paid in capital | 5,058 | 5,058 | — | ||||||||
Sale of common stock | 38,078 | 38,078 | — | ||||||||
Acquisition of additional interest in Engineering S. A. | (3,556 | ) | (907 | ) | (2,649 | ) | |||||
Treasury stock acquired | (538 | ) | (538 | ) | — | ||||||
Dividends paid to noncontrolling interests | (173 | ) | — | (173 | ) | ||||||
Stockholders’ equity, September 30, 2014 | $ | 174,127 | $ | 164,735 | $ | 9,392 | |||||
In February 2014, the Company issued 171,308 shares of its common stock aggregating $618,000 to the former shareholders of Collaborative Partners, Inc. as payment for equity in excess of that required under the acquisition agreement. | |||||||||||
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 stock. The Chairman and Chief Executive Officer received 87,212 shares from this transaction. | |||||||||||
During the nine months ended September 30, 2014, the Company received cash proceeds of $1,032,000 from the exercise of stock options. | |||||||||||
On August 6, 2014, in connection with the Refinancing (See Note 7), 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 (See Note 7). | |||||||||||
Income_Taxes
Income Taxes | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Income Taxes | ' | |||||||||||||||||||
Income Taxes | ' | |||||||||||||||||||
Note 12 — Income Taxes | ||||||||||||||||||||
The effective tax rates for the three-month periods ended September 30, 2014 and 2013 were (78.9%) and (6.5%), respectively, and for the nine-month periods ended September 30, 2014 and 2013 were (614.9%) and 48.4%, respectively. The Company’s effective tax rate for the year is based on the mix of projected income among the various foreign tax jurisdictions, adjusted for discrete transactions occurring during the period. The difference in the Company’s 2014 effective tax rate compared to the 2013 effective tax rate was primarily related to a significant increase in the U.S. pre-tax loss in 2014 primarily due to the recognition by the Company of an additional $10,820,000 of interest expense in the U.S related to the refinancing and early termination of the Company’s senior credit facility and term loan during the third quarter of 2014. The Company also recognized an income tax benefit related to the reversal of the reserve for uncertain tax positions in a foreign jurisdiction totaling $0 and $2,473,000 for the three-month periods ended September 30, 2014 and 2013, respectively, and $2,514,000 and $2,473,000 for the nine-month periods ended September 30, 2014 and 2013, respectively. In addition, the Company recognized an income tax expense (benefit) resulting from adjustments to agree the prior year’s book amounts to the actual amounts per the tax returns totaling $206,000 and ($105,000) for the three-month periods ending September 30, 2014 and 2013, respectively, and $250,000 and $40,000 for the nine months ended September 30, 2014 and 2013, respectively. In both years, 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. | ||||||||||||||||||||
The components of (loss) earnings before income taxes and the related income tax expense by United States and foreign jurisdictions were as follows (in thousands): | ||||||||||||||||||||
Three Months Ended September 30, 2014 | Three Months Ended September 30, 2013 | |||||||||||||||||||
U.S. | Foreign | Total | U.S. | Foreign | Total | |||||||||||||||
(Loss) earnings before income taxes | $ | (16,640 | ) | $ | 11,825 | $ | (4,815 | ) | $ | (6,123 | ) | $ | 8,886 | $ | 2,763 | |||||
Income tax expense, net | $ | — | $ | 3,800 | $ | 3,800 | $ | — | $ | (179 | ) | $ | (179 | ) | ||||||
Nine Months Ended September 30, 2014 | Nine Months Ended September 30, 2013 | |||||||||||||||||||
U.S. | Foreign | Total | U.S. | Foreign | Total | |||||||||||||||
(Loss) earnings before income taxes | $ | (32,137 | ) | $ | 31,255 | $ | (882 | ) | $ | (18,713 | ) | $ | 26,947 | $ | 8,234 | |||||
Income tax expense, net | $ | — | $ | 5,424 | $ | 5,424 | $ | — | $ | 3,983 | $ | 3,983 | ||||||||
The reserve for uncertain tax positions amounted to $840,000 and $2,933,000 at September 30, 2014 and December 31, 2013, respectively, and is included in “Other liabilities” in the consolidated balance sheet at those dates. During the three-month period ended September 30, 2014, there were no changes to the reserve for uncertain tax positions. During the nine-month period ended September 30, 2014, the reserve for uncertain tax positions was reduced by $2,514,000 based on management’s assessment that these items were effectively settled with the appropriate foreign tax authorities. The Company also reclassified $420,000 from “Income taxes payable” to the reserve for uncertain tax positions primarily due to tax positions taken in foreign jurisdictions. During the three- and nine-month periods ended September 30, 2013, the reserve for uncertain tax positions was reduced by $2,473,000 based on management’s assessment that these items were effectively settle with the appropriate foreign tax authorities. | ||||||||||||||||||||
The Company’s policy is to record income tax related interest and penalties in income tax expense. At September 30, 2014, potential interest and penalties related to uncertain tax positions amounting to $592,000 was included in the balance above. | ||||||||||||||||||||
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities and projected future taxable income in making this assessment. Management evaluates the need for valuation allowances on the deferred tax assets according to the provisions of ASC740, Income Taxes. They consider both positive and negative evidence. In making this determination, management assesses all of the evidence available at the time including recent earnings, internally-prepared income projections, and historical financial performance. | ||||||||||||||||||||
Business_Segment_Information
Business Segment Information | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Business Segment Information | ' | |||||||||||
Business Segment Information | ' | |||||||||||
Note 13 — 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, and labor compliance 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 and Project Neutral services to clients worldwide. | ||||||||||||
The Company evaluates the performance of its segments primarily on operating profit before corporate overhead allocations and income taxes. | ||||||||||||
Selected information by business segment and geographical area is summarized below (in thousands): | ||||||||||||
Consulting Fee Revenue (“CFR”) | ||||||||||||
Three Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
Project Management | $ | 106,969 | 73.6 | % | $ | 99,583 | 76.5 | % | ||||
Construction Claims | 38,355 | 26.4 | 30,598 | 23.5 | ||||||||
Total | $ | 145,324 | 100.0 | % | $ | 130,181 | 100.0 | % | ||||
Total Revenue: | ||||||||||||
Three Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
Project Management | $ | 121,746 | 75.4 | % | $ | 115,533 | 78.5 | % | ||||
Construction Claims | 39,745 | 24.6 | 31,661 | 21.5 | ||||||||
Total | $ | 161,491 | 100.0 | % | $ | 147,194 | 100.0 | % | ||||
Operating Profit: | ||||||||||||
Three Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
Project Management | $ | 12,960 | $ | 11,290 | ||||||||
Construction Claims | 5,269 | 3,806 | ||||||||||
Corporate | (6,932 | ) | (6,844 | ) | ||||||||
Total | $ | 11,297 | $ | 8,252 | ||||||||
Depreciation and Amortization Expense: | ||||||||||||
Three Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
Project Management | $ | 1,718 | $ | 1,930 | ||||||||
Construction Claims | 640 | 741 | ||||||||||
Subtotal segments | 2,358 | 2,671 | ||||||||||
Corporate | 54 | 54 | ||||||||||
Total | $ | 2,412 | $ | 2,725 | ||||||||
Consulting Fee Revenue by Geographic Region: | ||||||||||||
Three Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
U.S./Canada | $ | 32,228 | 22.2 | % | $ | 31,197 | 24.0 | % | ||||
Latin America | 10,503 | 7.2 | 11,329 | 8.7 | ||||||||
Europe | 18,950 | 13.0 | 18,211 | 14.0 | ||||||||
Middle East | 68,043 | 46.8 | 56,588 | 43.5 | ||||||||
Africa | 5,580 | 3.8 | 6,735 | 5.2 | ||||||||
Asia/Pacific | 10,020 | 7.0 | 6,121 | 4.6 | ||||||||
Total | $ | 145,324 | 100.0 | % | $ | 130,181 | 100.0 | % | ||||
U.S. | $ | 31,309 | 21.5 | % | $ | 30,334 | 23.3 | % | ||||
Non-U.S. | 114,015 | 78.5 | 99,847 | 76.7 | ||||||||
Total | $ | 145,324 | 100.0 | % | $ | 130,181 | 100.0 | % | ||||
For the third quarter ended September 30, 2014, consulting fee revenue for the United Arab Emirates amounted to $18,666,000 representing 12.8% of the total and Oman’s consulting fee revenue amounted to $16,098,000 representing 11.1% of the total. No other country other than the United States accounted for 10% or more of consolidated consulting fee revenue. | ||||||||||||
For the third quarter ended September 30, 2013, consulting fee revenue for the United Arab Emirates amounted to $16,017,000 representing 12.3% of the total and Oman’s consulting fee revenue amounted to $14,667,000 representing 11.3% of the total. No other country other than the United States accounted for 10% or more of consolidated consulting fee revenue. | ||||||||||||
Total Revenue by Geographic Region: | ||||||||||||
Three Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
U.S./Canada | $ | 43,804 | 27.1 | % | $ | 44,204 | 30.0 | % | ||||
Latin America | 10,535 | 6.5 | 11,429 | 7.8 | ||||||||
Europe | 20,266 | 12.5 | 19,556 | 13.3 | ||||||||
Middle East | 70,218 | 43.5 | 57,804 | 39.3 | ||||||||
Africa | 6,480 | 4.0 | 7,637 | 5.2 | ||||||||
Asia/Pacific | 10,188 | 6.4 | 6,564 | 4.4 | ||||||||
Total | $ | 161,491 | 100.0 | % | $ | 147,194 | 100.0 | % | ||||
U.S. | $ | 42,876 | 26.6 | % | $ | 43,327 | 29.4 | % | ||||
Non-U.S. | 118,615 | 73.4 | 103,867 | 70.6 | ||||||||
Total | $ | 161,491 | 100.0 | % | $ | 147,194 | 100.0 | % | ||||
For the third quarter ended September 30, 2014, total revenue for the United Arab Emirates amounted to $19,112,000 representing 11.8% of the total and Oman’s total revenue amounted to $16,960,000 representing 10.5% of the total. No other country other than the United States accounted for 10% or more of consolidated total revenue. | ||||||||||||
For the third quarter ended September 30, 2013, total revenue for the United Arab Emirates amounted to $16,182,000 representing 11.0% of the total and Oman’s total revenue amounted to $14,697,000 representing 10.0% of the total. No other country other than the United States accounted for 10% or more of consolidated total fee revenue. | ||||||||||||
Consulting Fee Revenue By Client Type: | ||||||||||||
Three Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
U.S. federal government | $ | 4,562 | 3.1 | % | $ | 3,722 | 2.9 | % | ||||
U.S. state, regional and local governments | 19,989 | 13.8 | 18,539 | 14.2 | ||||||||
Foreign governments | 54,361 | 37.4 | 47,516 | 36.5 | ||||||||
Private sector | 66,412 | 45.7 | 60,404 | 46.4 | ||||||||
Total | $ | 145,324 | 100.0 | % | $ | 130,181 | 100.0 | % | ||||
Total Revenue By Client Type: | ||||||||||||
Three Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
U.S. federal government | $ | 5,894 | 3.6 | % | $ | 4,253 | 2.9 | % | ||||
U.S. state, regional and local governments | 28,627 | 17.7 | 24,901 | 16.9 | ||||||||
Foreign governments | 57,825 | 35.8 | 49,501 | 33.6 | ||||||||
Private sector | 69,145 | 42.9 | 68,539 | 46.6 | ||||||||
Total | $ | 161,491 | 100.0 | % | $ | 147,194 | 100.0 | % | ||||
Property, Plant and Equipment, Net by Geographic Location: | ||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||
U.S./Canada | $ | 3,333 | $ | 3,837 | ||||||||
Latin America | 1,487 | 1,351 | ||||||||||
Europe | 1,758 | 2,575 | ||||||||||
Middle East | 3,350 | 2,167 | ||||||||||
Africa | 556 | 182 | ||||||||||
Asia/Pacific | 577 | 501 | ||||||||||
Total | $ | 11,061 | $ | 10,613 | ||||||||
U.S. | $ | 3,333 | $ | 3,837 | ||||||||
Non-U.S. | 7,728 | 6,776 | ||||||||||
Total | $ | 11,061 | $ | 10,613 | ||||||||
Consulting Fee Revenue (“CFR”) | ||||||||||||
Nine Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
Project Management | $ | 317,278 | 74.3 | % | $ | 293,560 | 77.0 | % | ||||
Construction Claims | 109,810 | 25.7 | 87,604 | 23.0 | ||||||||
Total | $ | 427,088 | 100.0 | % | $ | 381,164 | 100.0 | % | ||||
Total Revenue | ||||||||||||
Nine Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
Project Management | $ | 356,959 | 75.8 | % | $ | 340,700 | 78.9 | % | ||||
Construction Claims | 114,184 | 24.2 | 91,031 | 21.1 | ||||||||
Total | $ | 471,143 | 100.0 | % | $ | 431,731 | 100.0 | % | ||||
Operating Profit: | ||||||||||||
Nine Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
Project Management | $ | 37,121 | $ | 36,980 | ||||||||
Construction Claims | 10,941 | 9,629 | ||||||||||
Corporate | (22,110 | ) | (21,118 | ) | ||||||||
Total | $ | 25,952 | $ | 25,491 | ||||||||
Depreciation and Amortization Expense: | ||||||||||||
Nine Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
Project Management | $ | 5,137 | $ | 5,666 | ||||||||
Construction Claims | 1,977 | 2,082 | ||||||||||
Subtotal segments | 7,114 | 7,748 | ||||||||||
Corporate | 162 | 173 | ||||||||||
Total | $ | 7,276 | $ | 7,921 | ||||||||
Consulting Fee Revenue by Geographic Region: | ||||||||||||
Nine Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
U.S./Canada | $ | 93,227 | 21.8 | % | $ | 92,472 | 24.3 | % | ||||
Latin America | 32,315 | 7.6 | 36,385 | 9.5 | ||||||||
Europe | 58,337 | 13.7 | 57,888 | 15.2 | ||||||||
Middle East | 200,045 | 46.8 | 161,065 | 42.3 | ||||||||
Africa | 17,864 | 4.2 | 16,165 | 4.2 | ||||||||
Asia/Pacific | 25,300 | 5.9 | 17,189 | 4.5 | ||||||||
Total | $ | 427,088 | 100.0 | % | $ | 381,164 | 100.0 | % | ||||
U.S. | $ | 90,533 | 21.2 | % | $ | 89,792 | 23.6 | % | ||||
Non-U.S. | 336,555 | 78.8 | 291,372 | 76.4 | ||||||||
Total | $ | 427,088 | 100.0 | % | $ | 381,164 | 100.0 | % | ||||
During the nine months ended September 30, 2014, consulting fee revenue for the United Arab Emirates amounted to $52,385,000 representing 12.3% of the total and Oman’s consulting fee revenue amounted to $50,175,000 representing 11.7% of the total. No other country other than the United States accounted for 10% or more of consolidated consulting fee revenue. | ||||||||||||
During the nine months ended September 30, 2013, consulting fee revenue for the United Arab Emirates amounted to $50,485,000 representing 13.2% of the total. No other country other than the United States accounted for 10% or more of the consolidated consulting fee revenue. | ||||||||||||
Total Revenue by Geographic Region: | ||||||||||||
Nine Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
U.S./Canada | $ | 122,127 | 25.9 | % | $ | 131,430 | 30.4 | % | ||||
Latin America | 32,577 | 6.9 | 36,677 | 8.5 | ||||||||
Europe | 62,160 | 13.2 | 61,471 | 14.2 | ||||||||
Middle East | 207,691 | 44.1 | 165,492 | 38.3 | ||||||||
Africa | 20,576 | 4.4 | 18,733 | 4.3 | ||||||||
Asia/Pacific | 26,012 | 5.5 | 17,928 | 4.3 | ||||||||
Total | $ | 471,143 | 100.0 | % | $ | 431,731 | 100.0 | % | ||||
U.S. | $ | 119,378 | 25.3 | % | $ | 128,652 | 29.8 | % | ||||
Non-U.S. | 351,765 | 74.7 | 303,079 | 70.2 | ||||||||
Total | $ | 471,143 | 100.0 | % | $ | 431,731 | 100.0 | % | ||||
For the first nine months ended September 30, 2014, total revenue for the United Arab Emirates amounted to $53,352,000 representing 11.3% of the total and Oman’s total revenue amounted to $53,773,000 representing 11.4% of the total. No other country other than the United States accounted for 10% or more of consolidated total revenue. | ||||||||||||
For the first nine months ended September 30, 2013, total revenue for the United Arab Emirates amounted to $51,540,000 representing 11.9% of the total. No other country other than the United States accounted for 10% or more of consolidated total revenue. | ||||||||||||
Consulting Fee Revenue By Client Type: | ||||||||||||
Nine Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
U.S. federal government | $ | 11,169 | 2.6 | % | $ | 11,613 | 3.0 | % | ||||
U.S. state, regional and local governments | 55,029 | 12.9 | 53,360 | 14.0 | ||||||||
Foreign governments | 165,325 | 38.7 | 129,608 | 34.0 | ||||||||
Private sector | 195,565 | 45.8 | 186,583 | 49.0 | ||||||||
Total | $ | 427,088 | 100.0 | % | $ | 381,164 | 100.0 | % | ||||
Total Revenue By Client Type: | ||||||||||||
Nine Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
U.S. federal government | $ | 13,763 | 2.9 | % | $ | 13,436 | 3.1 | % | ||||
U.S. state, regional and local governments | 74,456 | 15.8 | 76,822 | 17.8 | ||||||||
Foreign governments | 175,490 | 37.2 | 135,426 | 31.4 | ||||||||
Private sector | 207,434 | 44.1 | 206,047 | 47.7 | ||||||||
Total | $ | 471,143 | 100.0 | % | $ | 431,731 | 100.0 | % | ||||
Customer_Concentrations
Customer Concentrations | 9 Months Ended |
Sep. 30, 2014 | |
Customer Concentrations | ' |
Customer Concentrations | ' |
Note 14 — Client Concentrations | |
The Company had no clients that accounted for 10% or more of total revenue during the third quarter ended September 30, 2014 and one client, located in Oman, that accounted for 10% of total revenue during the same quarter in 2013. The Company had one client, located in Oman, that accounted for 10% and 11% of consulting fee revenue during the third quarter ended September 30, 2014 and 2013. | |
The Company had one client, located in Oman, that accounted for 10% of total revenue during the nine months ended September 30, 2014. No client accounted for 10% or more of total revenue for the nine months ended September 30, 2013. The Company had one client, located in Oman, that accounted for 11% of consulting fee revenue during the nine months ended September 30, 2014. No client accounted for 10% or more of consulting fee revenue during the nine months ended September 30, 2013. | |
One client, located in Libya, accounted for 20% and 25% of accounts receivable at September 30, 2014 and December 31, 2013. | |
The Company has numerous contracts with U.S. federal government agencies that collectively accounted for 4% and 3% of total revenue during the third quarter ended September 30, 2014 and 2013 and 3% of total revenue during both the nine months ended September 30, 2014 and 2013. | |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies | ' |
Commitments and Contingencies | ' |
Note 15 — Commitments and Contingencies | |
General Litigation | |
M.A. Angeliades, Inc. (“Plaintiff”) has 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. The Company has accrued approximately $2,340,000, including interest of $448,000, based on invoices received from Plaintiff who has refused to provide invoices for additional work that Plaintiff claims to have performed. Until such time as the Company obtains invoices for the additional work and is able to provide those invoices to DDC for reimbursement or there is a full resolution of the litigation, it has no intention of paying Plaintiff. The Company believes that its position is defensible, however, there can be no assurance that it will receive a favorable verdict should this case proceed to trial. | |
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. | |
Acquisition—Related Contingencies | |
The Company’s wholly-owned subsidiary, Hill International (Spain), S.A. (“Hill Spain”), acquired an indirect 60% 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 July 31, 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 will pay approximately 7,838,000 Brazilian Reais (approximately $3,203,000 at September 30, 2014). After the transaction is completed, Hill Spain will own 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 accrued the liability of 7,838,000 Brazilian Reais which is in other current liabilities, reduced noncontrolling interests by 5,839,000 Brazilian Reais (approximately $2,649,000), and reduced additional paid in capital by approximately 1,999,000 Brazilian Reais (approximately $907,000) which represents the excess of the fair value over the amount of the adjustment to noncontrolling interests. The Company paid the liability plus interest in October 2014. | |
The Company was contingently committed to issue shares of its common stock to the former shareholders of BCA in satisfaction of the Third Tranche Payment, which was to be based upon the difference between the average net profit before taxes for the two-year periods ended July 31, 2014 and the net profit before taxes for the year ended July 31, 2012. 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. The Company had included the estimated liability in other current liabilities at December 31, 2013. Since no amount is due to the selling shareholders, the liability has been eliminated by a credit to selling, general and administrative expenses in the consolidated statements of operations for the three- and nine-month periods ended September 30, 2014. | |
The Company is committed to issue shares of its common stock to the former shareholders of CPI for certain contingent consideration. In connection therewith, on March 7, 2014, the Company issued 171,308 shares of its common stock with a value of $618,000 representing CPI’s common equity in excess of $600,000. On December 24, 2014, the former shareholders will receive, subject to potential offset, an additional $350,000 in shares of common stock; the number of shares will be determined based on the average closing price of the common stock for the ten trading days ending on December 18, 2014. The final issuance will be determined based upon 50% of the operating profit of CPI in excess of $1,000,000 for the first twelve-month period after closing, but in no event more than $500,000. | |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events | ' |
Subsequent Event | ' |
Note 16 — Subsequent Events | |
On October 31, 2014, the Company acquired all of the outstanding common stock of Angus Octan Scotland Ltd., which includes its subsidiary companies Cadogan Consultants Ltd., Cadogan Consult Ltd. and Cadogan International Ltd. (collectively, “Cadogans”), a group of firms that provide multi-disciplinary engineering and other technical consulting services. Cadogans, which has approximately 30 professionals, has offices in Glasgow and Dundee in Scotland. Total consideration for the acquisition consists of £1,800,000 plus the net asset value of the business to be determined within 30 days of closing. This consideration consists of £1,000,000 paid in cash at closing, £600,000 to be paid in cash on October 31, 2015, and an earnout 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 nor more than £200,000). | |
Accounts_Receivable_Tables
Accounts Receivable (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Accounts Receivable. | ' | |||||||
Components of accounts receivable | ' | |||||||
The components of accounts receivable are as follows (in thousands): | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Billed | $ | 206,556 | $ | 206,469 | ||||
Retainage, current portion | 13,806 | 10,215 | ||||||
Unbilled | 38,386 | 24,857 | ||||||
258,748 | 241,541 | |||||||
Allowance for doubtful accounts | (7,664 | ) | (9,530 | ) | ||||
$ | 251,084 | $ | 232,011 | |||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Intangible Assets | ' | |||||||||||||
Summary of acquired intangible assets | ' | |||||||||||||
The following table summarizes the Company’s acquired intangible assets (in thousands): | ||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||
Gross | Gross | |||||||||||||
Carrying | Accumulated | Carrying | Accumulated | |||||||||||
Amount | Amortization | Amount | Amortization | |||||||||||
Client relationships | $ | 36,133 | $ | 20,632 | $ | 37,501 | $ | 18,238 | ||||||
Acquired contract rights | 11,392 | 9,404 | 11,874 | 8,541 | ||||||||||
Trade names | 3,056 | 1,041 | 3,266 | 898 | ||||||||||
Total | $ | 50,581 | $ | 31,077 | $ | 52,641 | $ | 27,677 | ||||||
Intangible assets, net | $ | 19,504 | $ | 24,964 | ||||||||||
Summary of amortization expense related to intangible assets | ' | |||||||||||||
Amortization expense related to intangible assets was as follows (in thousands): | ||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
$ | 1,518 | $ | 1,723 | $ | 4,650 | $ | 4,957 | |||||||
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): | ||||||||||||||
Estimated | ||||||||||||||
Amortization | ||||||||||||||
Year Ending December 31, | Expense | |||||||||||||
2014 (remaining 3 months) | $ | 1,460 | ||||||||||||
2015 | 5,190 | |||||||||||||
2016 | 3,938 | |||||||||||||
2017 | 2,970 | |||||||||||||
2018 | 1,973 | |||||||||||||
Goodwill_Tables
Goodwill (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
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 the nine months of 2014 (in thousands): | |||||||||||
Project | Construction | ||||||||||
Management | Claims | Total | |||||||||
Balance, December 31, 2013 | $ | 58,448 | $ | 27,405 | $ | 85,853 | |||||
Additions | — | — | — | ||||||||
Translation adjustments | (2,317 | ) | (464 | ) | (2,781 | ) | |||||
Balance, September 30, 2014 | $ | 56,131 | $ | 26,941 | $ | 83,072 | |||||
Accounts_Payable_and_Accrued_E1
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Accounts Payable and Accrued Expenses | ' | |||||||
Components of accounts payable and accrued expenses | ' | |||||||
Below are the components of accounts payable and accrued expenses (in thousands): | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Accounts payable | $ | 23,816 | $ | 25,349 | ||||
Accrued payroll | 41,892 | 35,732 | ||||||
Accrued subcontractor fees | 4,526 | 6,212 | ||||||
Accrued agency fees | 16,055 | 17,623 | ||||||
Accrued legal and professional fees | 608 | 1,239 | ||||||
Other accrued expenses | 6,728 | 6,115 | ||||||
$ | 93,626 | $ | 92,270 | |||||
Notes_Payable_and_LongTerm_Deb1
Notes Payable and Long-Term Debt (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Notes Payable and Long-Term Debt | ' | |||||||
Summary of outstanding debt obligations | ' | |||||||
Outstanding debt obligations are as follows (in thousands): | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
2014 Term Loan Facility | $ | 120,000 | $ | — | ||||
2012 Term Loan Payable | — | 84,474 | ||||||
2009 Revolving Credit loan payable under the Credit Agreement(the weighted average interest rate of all borrowings was 5.32% at December 31, 2013) | — | 39,000 | ||||||
Borrowings under revolving credit facilities with a consortium of banks in Spain | 6,976 | 7,670 | ||||||
Borrowings under unsecured credit facility with Caja Badajoz | 888 | 2,047 | ||||||
Borrowings under revolving credit facility with the National Bank of Abu Dhabi | 7 | — | ||||||
Other notes payable | — | 68 | ||||||
127,871 | 133,259 | |||||||
Less current maturities | 2,580 | 18,974 | ||||||
Notes payable and long-term debt, net of current maturities | $ | 125,291 | $ | 114,285 | ||||
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Supplemental Cash Flow Information | ' | |||||||
Summary of additional cash flow information | ' | |||||||
The following table provides additional cash flow information (in thousands): | ||||||||
Nine Months Ended | ||||||||
September 30, | ||||||||
2014 | 2013 | |||||||
Interest and related financing fees paid | $ | 19,662 | $ | 10,346 | ||||
Income taxes paid | $ | 5,375 | $ | 6,901 | ||||
Reduction of noncontrolling interest in connection with acquisition of an additional interest in Engineering S.A. | $ | (2,649 | ) | $ | — | |||
Increase in additional paid in capital from issuance of shares of common stock related to purchase of CPI | $ | 618 | $ | — | ||||
Increase in additional paid in capital from issuance of shares common stock from cashless exercise of stock options | $ | 538 | $ | — | ||||
Reduction of noncontrolling interest in connection with acquisition of remaining noncontrolling interest in Hill Spain | $ | — | $ | (1,094 | ) | |||
Increase in intangible assets and goodwill in connection with acquisition of BCA and remaining noncontrolling interest in Hill Spain | $ | — | $ | 3,026 | ||||
Common stock issued for acquisition of BCA | $ | — | $ | 2,000 | ||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Stockholders' Equity | ' | ||||||||||
Summary of changes in stockholders' equity | ' | ||||||||||
The following table summarizes the changes in stockholders’ equity during the nine months ended September 30, 2014 (in thousands): | |||||||||||
Hill International, | Noncontrolling | ||||||||||
Total | Inc. Stockholders | Interests | |||||||||
Stockholders’ equity, December 31, 2013 | $ | 143,031 | $ | 131,144 | $ | 11,887 | |||||
Net (loss) earnings | (6,306 | ) | (7,395 | ) | 1,089 | ||||||
Other comprehensive (loss) earnings | (1,467 | ) | (705 | ) | (762 | ) | |||||
Comprehensive (loss) earnings | (7,773 | ) | (8,100 | ) | 327 | ||||||
Additional paid in capital | 5,058 | 5,058 | — | ||||||||
Sale of common stock | 38,078 | 38,078 | — | ||||||||
Acquisition of additional interest in Engineering S. A. | (3,556 | ) | (907 | ) | (2,649 | ) | |||||
Treasury stock acquired | (538 | ) | (538 | ) | — | ||||||
Dividends paid to noncontrolling interests | (173 | ) | — | (173 | ) | ||||||
Stockholders’ equity, September 30, 2014 | $ | 174,127 | $ | 164,735 | $ | 9,392 | |||||
Income_Taxes_Tables
Income Taxes (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Income Taxes | ' | |||||||||||||||||||
Schedule of components of earnings (loss) before income taxes by United States and foreign jurisdictions | ' | |||||||||||||||||||
The components of (loss) earnings before income taxes and the related income tax expense by United States and foreign jurisdictions were as follows (in thousands): | ||||||||||||||||||||
Three Months Ended September 30, 2014 | Three Months Ended September 30, 2013 | |||||||||||||||||||
U.S. | Foreign | Total | U.S. | Foreign | Total | |||||||||||||||
(Loss) earnings before income taxes | $ | (16,640 | ) | $ | 11,825 | $ | (4,815 | ) | $ | (6,123 | ) | $ | 8,886 | $ | 2,763 | |||||
Income tax expense, net | $ | — | $ | 3,800 | $ | 3,800 | $ | — | $ | (179 | ) | $ | (179 | ) | ||||||
Nine Months Ended September 30, 2014 | Nine Months Ended September 30, 2013 | |||||||||||||||||||
U.S. | Foreign | Total | U.S. | Foreign | Total | |||||||||||||||
(Loss) earnings before income taxes | $ | (32,137 | ) | $ | 31,255 | $ | (882 | ) | $ | (18,713 | ) | $ | 26,947 | $ | 8,234 | |||||
Income tax expense, net | $ | — | $ | 5,424 | $ | 5,424 | $ | — | $ | 3,983 | $ | 3,983 | ||||||||
Business_Segment_Information_T
Business Segment Information (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Business Segment Information | ' | |||||||||||
Consulting Fee Revenue and Total Revenue | ' | |||||||||||
Selected information by business segment and geographical area is summarized below (in thousands): | ||||||||||||
Consulting Fee Revenue (“CFR”) | ||||||||||||
Three Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
Project Management | $ | 106,969 | 73.6 | % | $ | 99,583 | 76.5 | % | ||||
Construction Claims | 38,355 | 26.4 | 30,598 | 23.5 | ||||||||
Total | $ | 145,324 | 100.0 | % | $ | 130,181 | 100.0 | % | ||||
Total Revenue: | ||||||||||||
Three Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
Project Management | $ | 121,746 | 75.4 | % | $ | 115,533 | 78.5 | % | ||||
Construction Claims | 39,745 | 24.6 | 31,661 | 21.5 | ||||||||
Total | $ | 161,491 | 100.0 | % | $ | 147,194 | 100.0 | % | ||||
Consulting Fee Revenue (“CFR”) | ||||||||||||
Nine Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
Project Management | $ | 317,278 | 74.3 | % | $ | 293,560 | 77.0 | % | ||||
Construction Claims | 109,810 | 25.7 | 87,604 | 23.0 | ||||||||
Total | $ | 427,088 | 100.0 | % | $ | 381,164 | 100.0 | % | ||||
Total Revenue | ||||||||||||
Nine Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
Project Management | $ | 356,959 | 75.8 | % | $ | 340,700 | 78.9 | % | ||||
Construction Claims | 114,184 | 24.2 | 91,031 | 21.1 | ||||||||
Total | $ | 471,143 | 100.0 | % | $ | 431,731 | 100.0 | % | ||||
Operating Profit | ' | |||||||||||
Operating Profit: | ||||||||||||
Three Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
Project Management | $ | 12,960 | $ | 11,290 | ||||||||
Construction Claims | 5,269 | 3,806 | ||||||||||
Corporate | (6,932 | ) | (6,844 | ) | ||||||||
Total | $ | 11,297 | $ | 8,252 | ||||||||
Operating Profit: | ||||||||||||
Nine Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
Project Management | $ | 37,121 | $ | 36,980 | ||||||||
Construction Claims | 10,941 | 9,629 | ||||||||||
Corporate | (22,110 | ) | (21,118 | ) | ||||||||
Total | $ | 25,952 | $ | 25,491 | ||||||||
Depreciation and Amortization Expense | ' | |||||||||||
Depreciation and Amortization Expense: | ||||||||||||
Three Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
Project Management | $ | 1,718 | $ | 1,930 | ||||||||
Construction Claims | 640 | 741 | ||||||||||
Subtotal segments | 2,358 | 2,671 | ||||||||||
Corporate | 54 | 54 | ||||||||||
Total | $ | 2,412 | $ | 2,725 | ||||||||
Depreciation and Amortization Expense: | ||||||||||||
Nine Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
Project Management | $ | 5,137 | $ | 5,666 | ||||||||
Construction Claims | 1,977 | 2,082 | ||||||||||
Subtotal segments | 7,114 | 7,748 | ||||||||||
Corporate | 162 | 173 | ||||||||||
Total | $ | 7,276 | $ | 7,921 | ||||||||
Consulting Fee Revenue by Geographic Region | ' | |||||||||||
Consulting Fee Revenue by Geographic Region: | ||||||||||||
Three Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
U.S./Canada | $ | 32,228 | 22.2 | % | $ | 31,197 | 24.0 | % | ||||
Latin America | 10,503 | 7.2 | 11,329 | 8.7 | ||||||||
Europe | 18,950 | 13.0 | 18,211 | 14.0 | ||||||||
Middle East | 68,043 | 46.8 | 56,588 | 43.5 | ||||||||
Africa | 5,580 | 3.8 | 6,735 | 5.2 | ||||||||
Asia/Pacific | 10,020 | 7.0 | 6,121 | 4.6 | ||||||||
Total | $ | 145,324 | 100.0 | % | $ | 130,181 | 100.0 | % | ||||
U.S. | $ | 31,309 | 21.5 | % | $ | 30,334 | 23.3 | % | ||||
Non-U.S. | 114,015 | 78.5 | 99,847 | 76.7 | ||||||||
Total | $ | 145,324 | 100.0 | % | $ | 130,181 | 100.0 | % | ||||
Total Revenue by Geographic Region: | ||||||||||||
Three Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
U.S./Canada | $ | 43,804 | 27.1 | % | $ | 44,204 | 30.0 | % | ||||
Latin America | 10,535 | 6.5 | 11,429 | 7.8 | ||||||||
Europe | 20,266 | 12.5 | 19,556 | 13.3 | ||||||||
Middle East | 70,218 | 43.5 | 57,804 | 39.3 | ||||||||
Africa | 6,480 | 4.0 | 7,637 | 5.2 | ||||||||
Asia/Pacific | 10,188 | 6.4 | 6,564 | 4.4 | ||||||||
Total | $ | 161,491 | 100.0 | % | $ | 147,194 | 100.0 | % | ||||
U.S. | $ | 42,876 | 26.6 | % | $ | 43,327 | 29.4 | % | ||||
Non-U.S. | 118,615 | 73.4 | 103,867 | 70.6 | ||||||||
Total | $ | 161,491 | 100.0 | % | $ | 147,194 | 100.0 | % | ||||
Consulting Fee Revenue by Geographic Region: | ||||||||||||
Nine Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
U.S./Canada | $ | 93,227 | 21.8 | % | $ | 92,472 | 24.3 | % | ||||
Latin America | 32,315 | 7.6 | 36,385 | 9.5 | ||||||||
Europe | 58,337 | 13.7 | 57,888 | 15.2 | ||||||||
Middle East | 200,045 | 46.8 | 161,065 | 42.3 | ||||||||
Africa | 17,864 | 4.2 | 16,165 | 4.2 | ||||||||
Asia/Pacific | 25,300 | 5.9 | 17,189 | 4.5 | ||||||||
Total | $ | 427,088 | 100.0 | % | $ | 381,164 | 100.0 | % | ||||
U.S. | $ | 90,533 | 21.2 | % | $ | 89,792 | 23.6 | % | ||||
Non-U.S. | 336,555 | 78.8 | 291,372 | 76.4 | ||||||||
Total | $ | 427,088 | 100.0 | % | $ | 381,164 | 100.0 | % | ||||
Total Revenue by Geographic Region: | ||||||||||||
Nine Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
U.S./Canada | $ | 122,127 | 25.9 | % | $ | 131,430 | 30.4 | % | ||||
Latin America | 32,577 | 6.9 | 36,677 | 8.5 | ||||||||
Europe | 62,160 | 13.2 | 61,471 | 14.2 | ||||||||
Middle East | 207,691 | 44.1 | 165,492 | 38.3 | ||||||||
Africa | 20,576 | 4.4 | 18,733 | 4.3 | ||||||||
Asia/Pacific | 26,012 | 5.5 | 17,928 | 4.3 | ||||||||
Total | $ | 471,143 | 100.0 | % | $ | 431,731 | 100.0 | % | ||||
U.S. | $ | 119,378 | 25.3 | % | $ | 128,652 | 29.8 | % | ||||
Non-U.S. | 351,765 | 74.7 | 303,079 | 70.2 | ||||||||
Total | $ | 471,143 | 100.0 | % | $ | 431,731 | 100.0 | % | ||||
Consulting Fee Revenue By Client Type | ' | |||||||||||
Consulting Fee Revenue By Client Type: | ||||||||||||
Three Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
U.S. federal government | $ | 4,562 | 3.1 | % | $ | 3,722 | 2.9 | % | ||||
U.S. state, regional and local governments | 19,989 | 13.8 | 18,539 | 14.2 | ||||||||
Foreign governments | 54,361 | 37.4 | 47,516 | 36.5 | ||||||||
Private sector | 66,412 | 45.7 | 60,404 | 46.4 | ||||||||
Total | $ | 145,324 | 100.0 | % | $ | 130,181 | 100.0 | % | ||||
Total Revenue By Client Type: | ||||||||||||
Three Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
U.S. federal government | $ | 5,894 | 3.6 | % | $ | 4,253 | 2.9 | % | ||||
U.S. state, regional and local governments | 28,627 | 17.7 | 24,901 | 16.9 | ||||||||
Foreign governments | 57,825 | 35.8 | 49,501 | 33.6 | ||||||||
Private sector | 69,145 | 42.9 | 68,539 | 46.6 | ||||||||
Total | $ | 161,491 | 100.0 | % | $ | 147,194 | 100.0 | % | ||||
Consulting Fee Revenue By Client Type: | ||||||||||||
Nine Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
U.S. federal government | $ | 11,169 | 2.6 | % | $ | 11,613 | 3.0 | % | ||||
U.S. state, regional and local governments | 55,029 | 12.9 | 53,360 | 14.0 | ||||||||
Foreign governments | 165,325 | 38.7 | 129,608 | 34.0 | ||||||||
Private sector | 195,565 | 45.8 | 186,583 | 49.0 | ||||||||
Total | $ | 427,088 | 100.0 | % | $ | 381,164 | 100.0 | % | ||||
Total Revenue By Client Type: | ||||||||||||
Nine Months Ended September 30, | ||||||||||||
2014 | 2013 | |||||||||||
U.S. federal government | $ | 13,763 | 2.9 | % | $ | 13,436 | 3.1 | % | ||||
U.S. state, regional and local governments | 74,456 | 15.8 | 76,822 | 17.8 | ||||||||
Foreign governments | 175,490 | 37.2 | 135,426 | 31.4 | ||||||||
Private sector | 207,434 | 44.1 | 206,047 | 47.7 | ||||||||
Total | $ | 471,143 | 100.0 | % | $ | 431,731 | 100.0 | % | ||||
Property, Plant and Equipment, Net by Geographic Location | ' | |||||||||||
Property, Plant and Equipment, Net by Geographic Location: | ||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||
U.S./Canada | $ | 3,333 | $ | 3,837 | ||||||||
Latin America | 1,487 | 1,351 | ||||||||||
Europe | 1,758 | 2,575 | ||||||||||
Middle East | 3,350 | 2,167 | ||||||||||
Africa | 556 | 182 | ||||||||||
Asia/Pacific | 577 | 501 | ||||||||||
Total | $ | 11,061 | $ | 10,613 | ||||||||
U.S. | $ | 3,333 | $ | 3,837 | ||||||||
Non-U.S. | 7,728 | 6,776 | ||||||||||
Total | $ | 11,061 | $ | 10,613 | ||||||||
The_Company_Details
The Company (Details) | 9 Months Ended |
Sep. 30, 2014 | |
division | |
The Company | ' |
Number of key operating divisions | 2 |
Accounts_Receivable_Details
Accounts Receivable (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Components of accounts receivable | ' | ' |
Billed | $206,556 | $206,469 |
Retainage, current portion | 13,806 | 10,215 |
Unbilled | 38,386 | 24,857 |
Accounts receivable, gross | 258,748 | 241,541 |
Allowance for doubtful accounts | -7,664 | -9,530 |
Total | $251,084 | $232,011 |
Accounts_Receivable_Details_2
Accounts Receivable (Details 2) | Sep. 30, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
USD ($) | USD ($) | Libya | Libya | Libya | Libya | Libya | Libya | Libya | |
USD ($) | USD ($) | Pounds sterling | Pounds sterling | LYD | LYD | Dollars | |||
USD ($) | GBP (£) | USD ($) | USD ($) | ||||||
Accounts Receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash proceeds from collection of accounts receivable | ' | ' | $6,800,000 | $9,900,000 | $300,000 | £ 200,000 | $1,700,000 | 2,100,000 | $4,800,000 |
Accounts receivable outstanding | 251,084,000 | 232,011,000 | ' | 50,100,000 | ' | ' | ' | ' | ' |
Amount of letters of credit endorsed by ODAC | ' | ' | ' | $11,300,000 | ' | ' | ' | ' | ' |
Extension the standby letters of credit term | ' | ' | ' | '6 months | ' | ' | ' | ' | ' |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Summary of acquired intangible assets | ' | ' |
Gross Carrying Amount | $50,581 | $52,641 |
Accumulated Amortization | 31,077 | 27,677 |
Intangible assets, net | 19,504 | 24,964 |
Client relationship | ' | ' |
Summary of acquired intangible assets | ' | ' |
Gross Carrying Amount | 36,133 | 37,501 |
Accumulated Amortization | 20,632 | 18,238 |
Acquired contract rights | ' | ' |
Summary of acquired intangible assets | ' | ' |
Gross Carrying Amount | 11,392 | 11,874 |
Accumulated Amortization | 9,404 | 8,541 |
Trade names | ' | ' |
Summary of acquired intangible assets | ' | ' |
Gross Carrying Amount | 3,056 | 3,266 |
Accumulated Amortization | $1,041 | $898 |
Intangible_Assets_Details_2
Intangible Assets (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Intangible Assets | ' | ' | ' | ' |
Amortization expense related to intangible assets | $1,518 | $1,723 | $4,650 | $4,957 |
Estimated amortization expense of intangible assets for the next five years | ' | ' | ' | ' |
2014 (remaining 3 months) | 1,460 | ' | 1,460 | ' |
2015 | 5,190 | ' | 5,190 | ' |
2016 | 3,938 | ' | 3,938 | ' |
2017 | 2,970 | ' | 2,970 | ' |
2018 | $1,973 | ' | $1,973 | ' |
Goodwill_Details
Goodwill (Details) (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 |
Summary of changes in carrying value of goodwill during 2013 | ' | ' |
Balance at the beginning of the period | ' | $85,853 |
Translation adjustments | ' | -2,781 |
Balance at the end of the period | 83,072 | 83,072 |
Project Management | ' | ' |
Goodwill | ' | ' |
Amount fair value exceeded carrying value | 227,700 | ' |
Summary of changes in carrying value of goodwill during 2013 | ' | ' |
Balance at the beginning of the period | ' | 58,448 |
Translation adjustments | ' | -2,317 |
Balance at the end of the period | 56,131 | 56,131 |
Construction Claims | ' | ' |
Goodwill | ' | ' |
Amount fair value exceeded carrying value | 70,800 | ' |
Summary of changes in carrying value of goodwill during 2013 | ' | ' |
Balance at the beginning of the period | ' | 27,405 |
Translation adjustments | ' | -464 |
Balance at the end of the period | $26,941 | $26,941 |
Accounts_Payable_and_Accrued_E2
Accounts Payable and Accrued Expenses (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Components of accounts payable and accrued expenses | ' | ' |
Accounts payable | $23,816 | $25,349 |
Accrued payroll | 41,892 | 35,732 |
Accrued subcontractor fees | 4,526 | 6,212 |
Accrued agency fees | 16,055 | 17,623 |
Accrued legal and professional fees | 608 | 1,239 |
Other accrued expenses | 6,728 | 6,115 |
Accounts payable and accrued expenses, net | $93,626 | $92,270 |
Notes_Payable_and_LongTerm_Deb2
Notes Payable and Long-Term Debt (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Summary of outstanding debt obligations | ' | ' |
Long-term Debt, Total | $127,871,000 | $133,259,000 |
Less current maturities | 2,580,000 | 18,974,000 |
Notes Payable, Noncurrent | 125,291,000 | 114,285,000 |
Term loan payable | ' | ' |
Summary of outstanding debt obligations | ' | ' |
Long-term Debt, Total | 120,000,000 | 84,474,000 |
Revolving credit facility | Bank of America | ' | ' |
Summary of outstanding debt obligations | ' | ' |
Long-term Debt, Total | ' | 39,000,000 |
Weighted average interest rate of borrowings (as a percent) | ' | 2009.00% |
Revolving credit facility | Consortium of banks in Spain | ' | ' |
Summary of outstanding debt obligations | ' | ' |
Long-term Debt, Total | 6,976,000 | 7,670,000 |
Revolving credit facility | Caja Badajoz bank in Spain | ' | ' |
Summary of outstanding debt obligations | ' | ' |
Long-term Debt, Total | 888,000 | 2,047,000 |
Revolving credit facility | National Bank of Abu Dhabi | ' | ' |
Summary of outstanding debt obligations | ' | ' |
Long-term Debt, Total | 7,000 | ' |
Other notes payable | ' | ' |
Summary of outstanding debt obligations | ' | ' |
Long-term Debt, Total | ' | $68,000 |
Notes_Payable_and_LongTerm_Deb3
Notes Payable and Long-Term Debt (Details 2 ) (USD $) | 9 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | Sep. 26, 2014 | Sep. 30, 2014 | Sep. 26, 2014 | Jun. 12, 2014 | Sep. 26, 2014 | Sep. 26, 2014 | Sep. 26, 2014 | Sep. 26, 2014 | Sep. 26, 2014 | Sep. 26, 2014 | Sep. 26, 2014 | Sep. 26, 2014 | Sep. 26, 2014 | Sep. 30, 2014 | Sep. 26, 2014 | Sep. 26, 2014 | Sep. 26, 2014 | Sep. 26, 2014 | Sep. 26, 2014 | Sep. 26, 2014 | Sep. 30, 2014 | Sep. 26, 2014 | Sep. 26, 2014 | Sep. 26, 2014 | Sep. 26, 2014 | |
Secured Credit Facilities | Secured Credit Facilities | Secured Credit Facilities | Secured Credit Facilities | Term loan payable | Term loan payable | Term loan payable | Term loan payable | Term loan payable | Term loan payable | Term loan payable | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Letters of credit | Letters of credit | Letters of credit | Non Permitted Country | United Arab Emirates | ||
LIBOR | LIBOR | One Month LIBOR | Base Rate | Federal Funds effective rate | US Dollar Revolver | US Dollar Revolver | US Dollar Revolver | US Dollar Revolver | US Dollar Revolver | International Revolver | International Revolver | International Revolver | US Dollar Revolver | International Revolver | Secured Credit Facilities | Secured Credit Facilities | ||||||||||
Minimum | LIBOR | Base Rate | LIBOR | Maximum | Maximum | |||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds after the underwriting discount and expenses | $38,078,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000,000 | ' | ' | ' | 15,000,000 | ' | ' | 25,000,000 | 10,000,000 | ' | ' |
Aggregate principal amount | ' | ' | ' | ' | 165,000,000 | ' | 120,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated leverage ratio not to exceed | ' | 0.035 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of receivables more than 120 days old | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 14.00% |
Write-off of deferred financing costs | ' | ' | 1,502,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Pay off and termination of revolving credit facility | 25,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of debt | ' | ' | ' | ' | ' | '6 years | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly principal payment, percentage | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred financing fees | ' | ' | 6,643,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,841,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issuance costs amortization term | ' | ' | ' | ' | ' | '6 years | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis of effective interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | 6.75% | ' | 1.00% | 5.75% | 0.50% | ' | ' | ' | ' | 3.75% | 2.75% | ' | ' | 4.00% | ' | ' | ' | ' | ' |
Interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in applicable interest rate upon default (as a percent) | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unused facility commitment fees percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' | 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% | ' | ' | ' | ' | ' | ' | ' |
Percentage of prepayment premium that would be payable upon occurrence of repricing transactions within the first year following closing | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amounts outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9,841,000 | ' | ' | ' | ' | ' | ' | $20,159,000 | ' | ' | ' | ' |
Notes_Payable_and_LongTerm_Deb4
Notes Payable and Long-Term Debt (Details 3) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2014 | Sep. 30, 2014 | Aug. 06, 2014 | Sep. 26, 2014 | Sep. 30, 2014 | Sep. 26, 2014 | Aug. 06, 2014 | Sep. 26, 2014 | Sep. 26, 2014 | Sep. 26, 2014 | Sep. 30, 2014 | |
2012 Secured Term Loan | 2012 Secured Term Loan | 2012 Secured Term Loan | 2012 Secured Term Loan | 2012 Secured Term Loan | 2012 Secured Term Loan | 2009 Revolving Credit Facility | 2009 Revolving Credit Facility | ||||
Minimum | Maximum | ||||||||||
Description of terms of credit agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Pay off and termination of revolving credit facility | ' | $25,500,000 | ' | ' | ' | ' | ' | ' | ' | $25,500,000 | ' |
Interest paid as part of termination of debt | 10,820,000 | ' | ' | 1,658,756 | ' | ' | ' | ' | ' | ' | 419,897 |
Collateral pledged, percentage of outstanding capital of Hill International N.V. and certain other foreign subsidiaries | ' | ' | ' | 65.00% | ' | ' | ' | ' | ' | ' | ' |
Interest rate (as a percent) | ' | ' | ' | ' | 7.50% | ' | ' | ' | ' | ' | ' |
Term loan target internal rate of return (as a percent) | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' |
Exit Fee Amount | ' | ' | ' | 9,338,000 | ' | ' | ' | 0 | 11,790,000 | ' | ' |
Closing Fee | ' | ' | ' | 25,000,000 | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount | ' | ' | ' | ' | ' | 75,000,000 | ' | ' | ' | ' | ' |
Mandatory prepayment amount | ' | ' | 9,522,402 | ' | ' | ' | 9,522,402 | ' | ' | ' | ' |
Pay off and terminate of Loan | ' | ' | ' | $90,477,598 | ' | ' | ' | ' | ' | ' | ' |
Notes_Payable_and_LongTerm_Deb5
Notes Payable and Long-Term Debt (Details 4) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 |
USD ($) | USD ($) | Revolving credit facility | Revolving credit facility | Hill Spain | Hill Spain | Hill Spain | Hill Spain | Hill Spain | Hill Spain | Hill Spain | Hill Spain | |
Consortium of banks in Spain | Consortium of banks in Spain | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | |||
USD ($) | USD ($) | Consortium of banks in Spain | Consortium of banks in Spain | Consortium of banks in Spain | Consortium of banks in Spain | Consortium of banks in Spain | Consortium of banks in Spain | Consortium of banks in Spain | Consortium of banks in Spain | |||
USD ($) | EUR (€) | 31-Dec-14 | 31-Dec-15 | Minimum | Minimum | Maximum | Maximum | |||||
item | item | USD ($) | EUR (€) | USD ($) | EUR (€) | |||||||
Description of terms of credit agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of banks involved in revolving credit facility | ' | ' | ' | ' | 12 | 12 | ' | ' | ' | ' | ' | ' |
Interest rate (as a percent) | ' | ' | ' | ' | 6.50% | 6.50% | ' | ' | ' | ' | ' | ' |
Borrowing capacity | ' | ' | ' | ' | $7,005,000 | € 5,520,000 | ' | ' | ' | ' | ' | ' |
Total debt | 127,871,000 | 133,259,000 | 6,976,000 | 7,670,000 | 6,976,000 | 5,498,000 | ' | ' | ' | ' | ' | ' |
Total amount being financed by Financing Entity | ' | ' | ' | ' | ' | ' | ' | ' | $198,000 | € 156,000 | $874,000 | € 689,000 |
Reduction in maximum available amount percentage | ' | ' | ' | ' | ' | ' | 75.00% | 50.00% | ' | ' | ' | ' |
Notes_Payable_and_LongTerm_Deb6
Notes Payable and Long-Term Debt (Details 5) | 9 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 26, 2014 | Sep. 26, 2014 | Sep. 26, 2014 | Sep. 30, 2014 | Sep. 26, 2014 | Dec. 31, 2014 | |
USD ($) | Other Foreign Banks [Member] | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Letters of credit | Letters of credit | Letters of credit | Letters of credit | Letters of credit | Hill Spain | Hill Spain | Engineering S.A. | Engineering S.A. | US Dollar Revolver | US Dollar Revolver | US Dollar Revolver | International Revolver | International Revolver | International Revolver | Subsequent events | |
USD ($) | National Bank of Abu Dhabi | National Bank of Abu Dhabi | National Bank of Abu Dhabi | National Bank of Abu Dhabi | USD ($) | National Bank of Abu Dhabi | National Bank of Abu Dhabi | Marfin Bank | Marfin Bank | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Letters of credit | Revolving credit facility | Revolving credit facility | Letters of credit | Letters of credit | ||
USD ($) | AED | Emirates InterBank Offer Rate | Emirates InterBank Offer Rate | USD ($) | AED | USD ($) | EUR (€) | Caja Badajoz bank in Spain | Caja Badajoz bank in Spain | USD ($) | BRL | USD ($) | USD ($) | USD ($) | USD ($) | Other Foreign Banks [Member] | USD ($) | Marfin Bank | ||||
Minimum | USD ($) | EUR (€) | item | item | USD ($) | USD ($) | ||||||||||||||||
loanfacility | loanfacility | |||||||||||||||||||||
Description of terms of credit agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | $102,583,000 | $3,131,000 | 11,500,000 | ' | ' | ' | $34,589,000 | 127,033,000 | $5,711,000 | € 4,500,000 | $888,000 | € 700,000 | $1,185,000 | ' | ' | $30,000,000 | $25,000,000 | $15,000,000 | $19,338,000 | $10,000,000 | $3,750,000 |
Letters of credit outstanding | ' | 56,280,000 | ' | ' | ' | ' | ' | 34,863,000 | 128,000,000 | 2,788,000 | 2,197,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reference rate | ' | ' | ' | ' | 'one-month Emirates InterBank Offer Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis of effective interest rate (as a percent) | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate (as a percent) | ' | ' | ' | ' | ' | 5.50% | ' | ' | ' | ' | ' | 7.50% | 7.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective interest rate (as a percent) | ' | ' | ' | ' | 4.41% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amounts outstanding | ' | ' | 7,000 | 27,000 | ' | ' | 20,159,000 | ' | ' | ' | ' | 888,000 | 700,000 | 0 | 2,900,000 | 9,841,000 | ' | ' | ' | 0 | ' | ' |
Number of revolving credit lines maintained by Engineering S.A. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | 3 | ' | ' | ' | ' | ' | ' | ' |
Number of banks involved in revolving credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | 2 | ' | ' | ' | ' | ' | ' | ' |
Weighted average interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.60% | 3.60% | ' | ' | ' | ' | ' | ' | ' |
Period of automatic renewal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 months | '3 months | ' | ' | ' | ' | ' | ' | ' |
Payoff and termination of term loan | $100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Summary of additional cash flow information | ' | ' |
Interest and related financing fees paid | $19,662,000 | $10,346,000 |
Income taxes paid | 5,375,000 | 6,901,000 |
Increase in intangible assets and goodwill in connection with acquisition of BCA and remaining noncontrolling interest in Hill Spain | ' | 3,026,000 |
Common stock issued for acquisition of BCA | ' | 2,000,000 |
Summary of additional cash flow information | ' | ' |
Reduction of noncontrolling interest in connection with acquisition of an additional interest | 2,649,000 | ' |
Additional Paid-in Capital | ' | ' |
Summary of additional cash flow information | ' | ' |
Increase in additional paid in capital from issuance of shares of common stock from cashless exercise of stock options | 538,000 | ' |
CPI | Additional Paid-in Capital | ' | ' |
Summary of additional cash flow information | ' | ' |
Increase in additional paid in capital from issuance of shares of common stock related to purchase of CPI | 618,000 | ' |
Engineering S.A. | ' | ' |
Summary of additional cash flow information | ' | ' |
Reduction of noncontrolling interest in connection with acquisition of an additional interest | -2,649,000 | ' |
Hill Spain | ' | ' |
Summary of additional cash flow information | ' | ' |
Reduction of noncontrolling interest in connection with acquisition of an additional interest | ' | ($1,094,000) |
Earnings_Loss_per_Share_Detail
Earnings (Loss) per Share (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Earnings per Share | ' | ' | ' | ' |
Dilutive stock options (in shares) | ' | 143,528 | ' | 185,809 |
Total number of shares excluded from diluted loss per common share | 7,452,501 | 5,492,975 | 7,464,443 | 5,366,904 |
ShareBased_Compensation_Detail
Share-Based Compensation (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Share-Based Compensation | ' | ' | ' | ' |
Options outstanding (in shares) | 7,389,176 | ' | 7,389,176 | ' |
Weighted average exercise price of outstanding options (in dollars per share) | $4.57 | ' | $4.57 | ' |
Weighted-average contractual life of options granted | ' | ' | '6 years 4 months 21 days | ' |
Aggregate fair value of options granted (in dollars) | ' | ' | $4,210,000 | ' |
Options exercised (in shares) | ' | ' | 524,350 | ' |
Weighted average exercise price of options exercised (in dollars per share) | ' | ' | $3 | ' |
Options lapsed (in shares) | ' | ' | 483,500 | ' |
Weighted average exercise price of options lapsed (in dollars per share) | ' | ' | $7.73 | ' |
Options forfeited (in shares) | ' | ' | 75,000 | ' |
Weighted average exercise price of options forfeited (in dollars per share) | ' | ' | $6.21 | ' |
Share-based compensation expense recognized (in dollars) | 785,000 | 674,000 | 2,712,000 | 2,257,000 |
Weighted average assumptions used to estimate the fair value of options granted | ' | ' | ' | ' |
Expected life | ' | ' | '4 years 7 months 2 days | ' |
Volatility (as a percent) | ' | ' | 62.90% | ' |
Risk-free interest rate (as a percent) | ' | ' | 1.67% | ' |
2008 Employee Stock Purchase Plan | ' | ' | ' | ' |
Share-Based Compensation | ' | ' | ' | ' |
Shares purchased | ' | ' | 39,456 | ' |
Aggregate purchase price | ' | ' | $158,000 | ' |
Non-Employee Director Stock Grant Plan | ' | ' | ' | ' |
Share-Based Compensation | ' | ' | ' | ' |
Options granted (in shares) | ' | ' | 26,475 | ' |
Options vesting over a four-year period | ' | ' | ' | ' |
Share-Based Compensation | ' | ' | ' | ' |
Options granted (in shares) | ' | ' | 500,000 | ' |
Award vesting period | ' | ' | '4 years | ' |
Options vesting over a five-year period | ' | ' | ' | ' |
Share-Based Compensation | ' | ' | ' | ' |
Options granted (in shares) | ' | ' | 1,285,000 | ' |
Award vesting period | ' | ' | '5 years | ' |
Options vested immediately | ' | ' | ' | ' |
Share-Based Compensation | ' | ' | ' | ' |
Options granted (in shares) | ' | ' | 63,870 | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Aug. 06, 2014 | Mar. 31, 2014 | Mar. 07, 2014 | Mar. 07, 2014 | Feb. 28, 2014 | |
item | Chairman and Chief Executive Officer | CPI | CPI | CPI | |||||
Increase (decrease) in stockholders' equity | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at beginning | ' | ' | $143,031,000 | ' | ' | ' | ' | ' | ' |
Consolidated net (loss) earnings | -8,615,000 | 2,942,000 | -6,306,000 | 4,251,000 | ' | ' | ' | ' | ' |
Other comprehensive earnings | ' | ' | -1,467,000 | ' | ' | ' | ' | ' | ' |
Comprehensive earnings | ' | ' | -7,773,000 | ' | ' | ' | ' | ' | ' |
Additional paid in capital | ' | ' | 5,058,000 | ' | ' | ' | ' | ' | ' |
Sale of common stock | ' | ' | 38,078,000 | ' | ' | ' | ' | ' | ' |
Acquisition of additional interest in Engineering S. A. | ' | ' | 3,556,000 | ' | ' | ' | ' | ' | ' |
Treasury stock acquired | ' | ' | -538,000 | ' | ' | ' | ' | ' | ' |
Balance at ending | 174,127,000 | ' | 174,127,000 | ' | ' | ' | ' | ' | ' |
Hill International, Inc. Stockholders - Stockholders' equity at the beginning of the period | ' | ' | 131,144,000 | ' | ' | ' | ' | ' | ' |
Net earnings | -8,966,000 | 2,556,000 | -7,395,000 | 2,895,000 | ' | ' | ' | ' | ' |
Other comprehensive earnings | ' | ' | -705,000 | ' | ' | ' | ' | ' | ' |
Comprehensive earnings | ' | ' | -8,100,000 | ' | ' | ' | ' | ' | ' |
Additional paid in capital | ' | ' | 5,058,000 | ' | ' | ' | ' | ' | ' |
Sale of common stock | ' | ' | 38,078,000 | ' | ' | ' | ' | ' | ' |
Acquisition of additional interest in Engineering S. A | ' | ' | -907,000 | ' | ' | ' | ' | ' | ' |
Treasury stock acquired | ' | ' | -538,000 | ' | ' | ' | ' | ' | ' |
Hill International, Inc. Stockholders - Stockholders' equity at the end of the period | 164,735,000 | ' | 164,735,000 | ' | ' | ' | ' | ' | ' |
Noncontrolling Interest - Stockholders' equity at the beginning of the period | ' | ' | 11,887,000 | ' | ' | ' | ' | ' | ' |
Net earnings | 351,000 | 386,000 | 1,089,000 | 1,356,000 | ' | ' | ' | ' | ' |
Other comprehensive earnings | ' | ' | -762,000 | ' | ' | ' | ' | ' | ' |
Comprehensive earnings | -598,000 | -139,000 | 327,000 | -451,000 | ' | ' | ' | ' | ' |
Acquisition of additional interest in Engineering S. A | ' | ' | -2,649,000 | ' | ' | ' | ' | ' | ' |
Noncontrolling Interest - Stockholders' equity at the end of the period | 9,392,000 | ' | 9,392,000 | ' | ' | ' | ' | ' | ' |
Number of shares of common stock sold | ' | ' | 9,546,629 | ' | ' | ' | ' | ' | ' |
Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued in connection with acquisitions | ' | ' | ' | ' | ' | ' | 171,308 | 171,308 | 171,308 |
Aggregate amount of shares issued in connection with acquisitions | ' | ' | ' | ' | ' | ' | 618,000 | 618,000 | 618,000 |
Options exercised on a cashless basis (in shares) | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' |
Options exercise price (in dollars per share) | ' | ' | $3 | ' | ' | $2.70 | ' | ' | ' |
Withheld shares as payment for the options (in shares) | ' | ' | ' | ' | ' | 112,788 | ' | ' | ' |
Shares received from transaction | ' | ' | ' | ' | ' | 87,212 | ' | ' | ' |
Cash proceeds received from the exercise of stock options | ' | ' | 1,032,000 | ' | ' | ' | ' | ' | ' |
Number of mandatory prepayments | ' | ' | ' | ' | 2 | ' | ' | ' | ' |
Mandatory prepayment amount | ' | ' | ' | ' | $9,522,402 | ' | ' | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Effective income tax rate (as a percent) | -78.90% | -6.50% | -614.90% | 48.40% | ' |
Interest paid as part of termination of debt | $10,820,000 | ' | ' | ' | ' |
Reversal for uncertain tax position based on settlement of prior year tax positions related to a foreign jurisdiction | 0 | 2,473,000 | 2,514,000 | 2,473,000 | ' |
Reserve for uncertain tax positions | 840,000 | ' | 840,000 | ' | 2,933,000 |
Increase in reserve for uncertain tax positions related to tax positions taken in foreign jurisdictions | ' | ' | 420,000 | ' | ' |
Potential interest and penalties related to uncertain tax positions | 592,000 | ' | 592,000 | ' | ' |
Components of (loss) earnings before income taxes | ' | ' | ' | ' | ' |
Earnings (loss) before income taxes | -4,815,000 | 2,763,000 | -882,000 | 8,234,000 | ' |
Income tax (benefit) expense | ' | ' | ' | ' | ' |
Income tax expense (benefit) | 3,800,000 | -179,000 | 5,424,000 | 3,983,000 | ' |
Reconciliation of income taxes based on the statutory U.S. federal income tax and the Company's effective income tax rate | ' | ' | ' | ' | ' |
Income tax expense resulting from adjustments | 206,000 | -105,000 | 250,000 | 40,000 | ' |
U.S. Tax | ' | ' | ' | ' | ' |
Components of (loss) earnings before income taxes | ' | ' | ' | ' | ' |
Earnings (loss) before income taxes | -16,640,000 | -6,123,000 | -32,137,000 | -18,713,000 | ' |
Foreign Tax | ' | ' | ' | ' | ' |
Components of (loss) earnings before income taxes | ' | ' | ' | ' | ' |
Earnings (loss) before income taxes | 11,825,000 | 8,886,000 | 31,255,000 | 26,947,000 | ' |
Income tax (benefit) expense | ' | ' | ' | ' | ' |
Income tax expense (benefit) | $3,800,000 | ($179,000) | $5,424,000 | $3,983,000 | ' |
Business_Segment_Information_D
Business Segment Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Revenue | ' | ' | ' | ' |
Consulting Fee Revenue | $145,324,000 | $130,181,000 | $427,088,000 | $381,164,000 |
Consulting fee revenue (as a percent) | 100.00% | 100.00% | 100.00% | 100.00% |
Total Revenue | 161,491,000 | 147,194,000 | 471,143,000 | 431,731,000 |
Total revenue (as a percent) | 100.00% | 100.00% | 100.00% | 100.00% |
Project Management | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' |
Consulting Fee Revenue | 106,969,000 | 99,583,000 | 317,278,000 | 293,560,000 |
Consulting fee revenue (as a percent) | 73.60% | 76.50% | 74.30% | 77.00% |
Total Revenue | 121,746,000 | 115,533,000 | 356,959,000 | 340,700,000 |
Total revenue (as a percent) | 75.40% | 78.50% | 75.80% | 78.90% |
Construction Claims | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' |
Consulting Fee Revenue | 38,355,000 | 30,598,000 | 109,810,000 | 87,604,000 |
Consulting fee revenue (as a percent) | 26.40% | 23.50% | 25.70% | 23.00% |
Total Revenue | $39,745,000 | $31,661,000 | $114,184,000 | $91,031,000 |
Total revenue (as a percent) | 24.60% | 21.50% | 24.20% | 21.10% |
Business_Segment_Information_D1
Business Segment Information (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Operating Profit: | ' | ' | ' | ' |
Operating Profit | $11,297 | $8,252 | $25,952 | $25,491 |
Operating segment | Project Management | ' | ' | ' | ' |
Operating Profit: | ' | ' | ' | ' |
Operating Profit | 12,960 | 11,290 | 37,121 | 36,980 |
Operating segment | Construction Claims | ' | ' | ' | ' |
Operating Profit: | ' | ' | ' | ' |
Operating Profit | 5,269 | 3,806 | 10,941 | 9,629 |
Corporate | ' | ' | ' | ' |
Operating Profit: | ' | ' | ' | ' |
Operating Profit | ($6,932) | ($6,844) | ($22,110) | ($21,118) |
Business_Segment_Information_D2
Business Segment Information (Details 3) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Depreciation and Amortization Expense | ' | ' | ' | ' |
Depreciation and amortization expenses | $2,412 | $2,725 | $7,276 | $7,921 |
Operating segment | ' | ' | ' | ' |
Depreciation and Amortization Expense | ' | ' | ' | ' |
Depreciation and amortization expenses | 2,358 | 2,671 | 7,114 | 7,748 |
Operating segment | Project Management | ' | ' | ' | ' |
Depreciation and Amortization Expense | ' | ' | ' | ' |
Depreciation and amortization expenses | 1,718 | 1,930 | 5,137 | 5,666 |
Operating segment | Construction Claims | ' | ' | ' | ' |
Depreciation and Amortization Expense | ' | ' | ' | ' |
Depreciation and amortization expenses | 640 | 741 | 1,977 | 2,082 |
Corporate | ' | ' | ' | ' |
Depreciation and Amortization Expense | ' | ' | ' | ' |
Depreciation and amortization expenses | $54 | $54 | $162 | $173 |
Business_Segment_Information_D3
Business Segment Information (Details 4) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Consulting Fee Revenue by Geographic Region | ' | ' | ' | ' |
Consulting Fee Revenue | $145,324,000 | $130,181,000 | $427,088,000 | $381,164,000 |
Consulting fee revenue (as a percent) | 100.00% | 100.00% | 100.00% | 100.00% |
Total Revenue | 161,491,000 | 147,194,000 | 471,143,000 | 431,731,000 |
Total revenue (as a percent) | 100.00% | 100.00% | 100.00% | 100.00% |
U.S./Canada | ' | ' | ' | ' |
Consulting Fee Revenue by Geographic Region | ' | ' | ' | ' |
Consulting Fee Revenue | 32,228,000 | 31,197,000 | 93,227,000 | 92,472,000 |
Consulting fee revenue (as a percent) | 22.20% | 24.00% | 21.80% | 24.30% |
Total Revenue | 43,804,000 | 44,204,000 | 122,127,000 | 131,430,000 |
Total revenue (as a percent) | 27.10% | 30.00% | 25.90% | 30.40% |
Latin America | ' | ' | ' | ' |
Consulting Fee Revenue by Geographic Region | ' | ' | ' | ' |
Consulting Fee Revenue | 10,503,000 | 11,329,000 | 32,315,000 | 36,385,000 |
Consulting fee revenue (as a percent) | 7.20% | 8.70% | 7.60% | 9.50% |
Total Revenue | 10,535,000 | 11,429,000 | 32,577,000 | 36,677,000 |
Total revenue (as a percent) | 6.50% | 7.80% | 6.90% | 9.00% |
Europe | ' | ' | ' | ' |
Consulting Fee Revenue by Geographic Region | ' | ' | ' | ' |
Consulting Fee Revenue | 18,950,000 | 18,211,000 | 58,337,000 | 57,888,000 |
Consulting fee revenue (as a percent) | 13.00% | 14.00% | 13.70% | 15.20% |
Total Revenue | 20,266,000 | 19,556,000 | 62,160,000 | 61,471,000 |
Total revenue (as a percent) | 12.50% | 13.30% | 13.20% | 14.20% |
Middle East | ' | ' | ' | ' |
Consulting Fee Revenue by Geographic Region | ' | ' | ' | ' |
Consulting Fee Revenue | 68,043,000 | 56,588,000 | 200,045,000 | 161,065,000 |
Consulting fee revenue (as a percent) | 46.80% | 43.50% | 46.80% | 42.30% |
Total Revenue | 70,218,000 | 57,804,000 | 207,691,000 | 165,492,000 |
Total revenue (as a percent) | 43.50% | 39.30% | 44.10% | 38.30% |
Africa | ' | ' | ' | ' |
Consulting Fee Revenue by Geographic Region | ' | ' | ' | ' |
Consulting Fee Revenue | 5,580,000 | 6,735,000 | 17,864,000 | 16,165,000 |
Consulting fee revenue (as a percent) | 3.80% | 5.20% | 4.20% | 4.20% |
Total Revenue | 6,480,000 | 7,637,000 | 20,576,000 | 18,733,000 |
Total revenue (as a percent) | 4.00% | 5.20% | 4.40% | 4.30% |
Asia/Pacific | ' | ' | ' | ' |
Consulting Fee Revenue by Geographic Region | ' | ' | ' | ' |
Consulting Fee Revenue | 10,020,000 | 6,121,000 | 25,300,000 | 17,189,000 |
Consulting fee revenue (as a percent) | 7.00% | 4.60% | 5.90% | 4.50% |
Total Revenue | 10,188,000 | 6,564,000 | 26,012,000 | 17,928,000 |
Total revenue (as a percent) | 6.40% | 4.40% | 5.50% | 4.30% |
U.S. | ' | ' | ' | ' |
Consulting Fee Revenue by Geographic Region | ' | ' | ' | ' |
Consulting Fee Revenue | 31,309,000 | 30,334,000 | 90,533,000 | 89,792,000 |
Consulting fee revenue (as a percent) | 21.50% | 23.30% | 21.20% | 23.60% |
Total Revenue | 42,876,000 | 43,327,000 | 119,378,000 | 128,652,000 |
Total revenue (as a percent) | 26.60% | 29.40% | 25.30% | 29.80% |
Non - U.S. | ' | ' | ' | ' |
Consulting Fee Revenue by Geographic Region | ' | ' | ' | ' |
Consulting Fee Revenue | 114,015,000 | 99,847,000 | 336,555,000 | 291,372,000 |
Consulting fee revenue (as a percent) | 78.50% | 76.70% | 78.80% | 76.40% |
Total Revenue | 118,615,000 | 103,867,000 | 351,765,000 | 303,079,000 |
Total revenue (as a percent) | 73.40% | 70.60% | 74.70% | 70.20% |
Non - U.S. | Geographic concentration risk | ' | ' | ' | ' |
Consulting Fee Revenue by Geographic Region | ' | ' | ' | ' |
Number of countries | ' | ' | ' | 0 |
Non - U.S. | Consulting fee revenue | Geographic concentration risk | ' | ' | ' | ' |
Consulting Fee Revenue by Geographic Region | ' | ' | ' | ' |
Number of countries | 0 | 0 | 0 | 0 |
Non - U.S. | Total revenue | Geographic concentration risk | ' | ' | ' | ' |
Consulting Fee Revenue by Geographic Region | ' | ' | ' | ' |
Number of countries | 0 | 0 | 0 | ' |
United Arab Emirates | ' | ' | ' | ' |
Consulting Fee Revenue by Geographic Region | ' | ' | ' | ' |
Consulting Fee Revenue | 18,666,000 | 16,017,000 | 52,385,000 | 50,485,000 |
Consulting fee revenue (as a percent) | 12.80% | 12.30% | 12.30% | 13.20% |
Total Revenue | 19,112,000 | 16,182,000 | 53,352,000 | ' |
Total revenue (as a percent) | 11.80% | 11.00% | 11.30% | ' |
Oman | ' | ' | ' | ' |
Consulting Fee Revenue by Geographic Region | ' | ' | ' | ' |
Consulting Fee Revenue | 16,098,000 | 14,667,000 | 50,175,000 | ' |
Consulting fee revenue (as a percent) | 11.10% | 11.30% | 11.70% | ' |
Total Revenue | ' | ' | $53,773,000 | ' |
Total revenue (as a percent) | ' | ' | 11.40% | ' |
Business_Segment_Information_D4
Business Segment Information (Details 5) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Consulting Fee Revenue and Total Revenue By Client Type | ' | ' | ' | ' |
Consulting Fee Revenue | $145,324,000 | $130,181,000 | $427,088,000 | $381,164,000 |
Consulting fee revenue (as a percent) | 100.00% | 100.00% | 100.00% | 100.00% |
Total Revenue | 161,491,000 | 147,194,000 | 471,143,000 | 431,731,000 |
Total revenue (as a percent) | 100.00% | 100.00% | 100.00% | 100.00% |
U.S. federal government | ' | ' | ' | ' |
Consulting Fee Revenue and Total Revenue By Client Type | ' | ' | ' | ' |
Consulting Fee Revenue | 4,562,000 | 3,722,000 | 195,565,000 | 186,583,000 |
Consulting fee revenue (as a percent) | 3.10% | 2.90% | 45.80% | 49.00% |
Total Revenue | 5,894,000 | 4,253,000 | 13,763,000 | 13,436,000 |
Total revenue (as a percent) | 3.60% | 2.90% | 2.90% | 3.10% |
U.S. state, regional and local governments | ' | ' | ' | ' |
Consulting Fee Revenue and Total Revenue By Client Type | ' | ' | ' | ' |
Consulting Fee Revenue | 19,989,000 | 18,539,000 | 165,325,000 | 129,608,000 |
Consulting fee revenue (as a percent) | 13.80% | 14.20% | 38.70% | 34.00% |
Total Revenue | 28,627,000 | 24,901,000 | 74,456,000 | 76,822,000 |
Total revenue (as a percent) | 17.70% | 16.90% | 15.80% | 17.80% |
Foreign governments | ' | ' | ' | ' |
Consulting Fee Revenue and Total Revenue By Client Type | ' | ' | ' | ' |
Consulting Fee Revenue | 54,361,000 | 47,516,000 | 55,029,000 | 53,360,000 |
Consulting fee revenue (as a percent) | 37.40% | 36.50% | 12.90% | 14.00% |
Total Revenue | 57,825,000 | 49,501,000 | 175,490,000 | 135,426,000 |
Total revenue (as a percent) | 35.80% | 33.60% | 37.20% | 31.40% |
Private sector | ' | ' | ' | ' |
Consulting Fee Revenue and Total Revenue By Client Type | ' | ' | ' | ' |
Consulting Fee Revenue | 66,412,000 | 60,404,000 | 11,169,000 | 11,613,000 |
Consulting fee revenue (as a percent) | 45.70% | 46.40% | 2.60% | 3.00% |
Total Revenue | $69,145,000 | $68,539,000 | $207,434,000 | $206,047,000 |
Total revenue (as a percent) | 42.90% | 46.60% | 44.10% | 47.70% |
Business_Segment_Information_D5
Business Segment Information (Details 6) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment, Net by Geographic Location | ' | ' |
Property, Plant and Equipment, Net by Geographic Location | $11,061 | $10,613 |
U.S./Canada | ' | ' |
Property, Plant and Equipment, Net by Geographic Location | ' | ' |
Property, Plant and Equipment, Net by Geographic Location | 3,333 | 3,837 |
Latin America | ' | ' |
Property, Plant and Equipment, Net by Geographic Location | ' | ' |
Property, Plant and Equipment, Net by Geographic Location | 1,487 | 1,351 |
Europe | ' | ' |
Property, Plant and Equipment, Net by Geographic Location | ' | ' |
Property, Plant and Equipment, Net by Geographic Location | 1,758 | 2,575 |
Middle East | ' | ' |
Property, Plant and Equipment, Net by Geographic Location | ' | ' |
Property, Plant and Equipment, Net by Geographic Location | 3,350 | 2,167 |
Africa | ' | ' |
Property, Plant and Equipment, Net by Geographic Location | ' | ' |
Property, Plant and Equipment, Net by Geographic Location | 556 | 182 |
Asia/Pacific | ' | ' |
Property, Plant and Equipment, Net by Geographic Location | ' | ' |
Property, Plant and Equipment, Net by Geographic Location | 577 | 501 |
U.S. | ' | ' |
Property, Plant and Equipment, Net by Geographic Location | ' | ' |
Property, Plant and Equipment, Net by Geographic Location | 3,333 | 3,837 |
Non - U.S. | ' | ' |
Property, Plant and Equipment, Net by Geographic Location | ' | ' |
Property, Plant and Equipment, Net by Geographic Location | $7,728 | $6,776 |
Customer_Concentrations_Detail
Customer Concentrations (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Consulting fee revenue | Consulting fee revenue | Consulting fee revenue | Accounts receivable | Accounts receivable | Total revenue | Total revenue | Total revenue | Total revenue | Total revenue | Total revenue | |
Customer concentration | Customer concentration | Customer concentration | Customer concentration | Customer concentration | Customer concentration | Customer concentration | Contracts with U.S. federal government agencies | Contracts with U.S. federal government agencies | Contracts with U.S. federal government agencies | Contracts with U.S. federal government agencies | |
Oman | Oman | Oman | Libya | Libya | Oman | Oman | |||||
client | client | client | client | client | client | client | |||||
Concentrations of Credit Risk | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of clients | 1 | 1 | 1 | 1 | 1 | 1 | 1 | ' | ' | ' | ' |
Percentage of concentration risk | 10.00% | 11.00% | 11.00% | 20.00% | 25.00% | 10.00% | 10.00% | 4.00% | 3.00% | 3.00% | 3.00% |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) | 9 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Jul. 31, 2014 | Sep. 30, 2014 | Mar. 07, 2014 | Mar. 07, 2014 | Feb. 28, 2014 | Dec. 24, 2014 | Dec. 18, 2014 | Dec. 24, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Oct. 15, 2014 | Oct. 15, 2014 | Feb. 28, 2011 | Apr. 30, 2014 | Sep. 30, 2014 | |
USD ($) | USD ($) | BCA | BCA | CPI | CPI | CPI | CPI | CPI | CPI | Plaintiff | Hill Spain | Hill Spain | Hill Spain | Hill Spain | Hill Spain | Hill Spain | |
USD ($) | USD ($) | USD ($) | USD ($) | Subsequent events | Subsequent events | Subsequent events | USD ($) | USD ($) | Subsequent events | Subsequent events | ESA | ESA | ESA | ||||
USD ($) | USD ($) | USD ($) | BRL | shareholder | BRL | ||||||||||||
Acquisition-Related Contingencies | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Possible loss contingency | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8,771,000 | ' | ' | ' | ' | ' | ' |
Invoices accrued plus interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,340,000 | ' | ' | ' | ' | ' | ' |
Interest accrued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 448,000 | ' | ' | ' | ' | ' | ' |
Ownership interest acquired (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60.00% | ' | ' |
Increase in Other Current Liabilities | -2,711,000 | 3,154,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,838,000 | ' | ' | ' |
Reduction of noncontrolling interest in connection with acquisition of an additional interest | 2,649,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,094,000 | 2,649,000 | 5,839,000 | ' | ' | ' |
Reduction in additional paid in capital through equity transaction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 907,000 | 1,999,000 | ' | ' | ' |
Multiple of earnings for determining purchase price of minority shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7 | ' | ' |
Call option Purchase price premium if exercised by Gerens Hill (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' |
Call/put option exercise period after audited financial statements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 months | ' | ' |
Number of minority shareholders who exercised Put Option | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' |
Value of shares purchased on exercise of put options | 3,556,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,838,000 |
Minority shareholders ownership percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 72.00% |
Shares issued in connection with acquisitions | ' | ' | ' | ' | 171,308 | 171,308 | 171,308 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value of shares issued in connection with acquisitions | ' | ' | ' | ' | 618,000 | 618,000 | 618,000 | 350,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration arrangement, evaluation period | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Potential additional payment | ' | ' | ' | 902,000 | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' |
Amount specified under acquisition agreement in excess of which payment for equity has to be made | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of trading days to determined the average closing price of the common stock | ' | ' | ' | ' | ' | ' | ' | ' | '10 days | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of operating profit for calculation of contingent consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' |
Threshold of operating profit for calculation of contingent consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000,000 | ' | ' | ' | ' | ' | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent events, Cadogans, GBP £) | 0 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2014 | |
item | ||
Subsequent events | Cadogans | ' | ' |
Subsequent event | ' | ' |
Number of professionals | ' | 30 |
Total consideration for acquisition | £ 1,800,000 | ' |
Time for asset valuation | '30 days | ' |
Initial cash payment | 1,000,000 | ' |
Acquisition consideration payable | 600,000 | ' |
Contingent consideration arrangement, evaluation period | '2 years | ' |
Contingent consideration, minimum | ' | 0 |
Contingent consideration, maximum | ' | £ 200,000 |