The Company | The Company Hill International, Inc. (“Hill” or the “Company”) is a professional services firm that provides program management, project management, construction management 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. Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements On May 8, 2018, the Company filed its Annual Report on Form 10-K/A for the year ended December 31, 2016 , which amended the Company’s audited consolidated financial statements for each of the years ended December 31, 2016, 2015 and 2014 and the related notes thereto. This Form 10-Q amends the Company’s unaudited condensed consolidated financial statements for the three and six months ended June 30, 2016 and the related notes thereto, included on Form 10-Q filed on August 8, 2016 (“Prior Filing”). The Restatement reflects the correction of the following errors identified for the three and six months ended June 30, 2016 subsequent to the Prior Filing and the impact of restating the three months ended March 31, 2017 on the six months ended June 30, 2017 : A. In connection with the accounting for the May 2017 sale of its Construction Claims Group, the Company determined that it had not previously accounted for certain foreign currency gains/losses on intercompany balances and transactions in accordance with accounting principles generally accepted in the United States (“US GAAP”). The Company improperly accounted for the foreign currency effect of certain transactions as if they were long-term investments by including the foreign currency effect in accumulated other comprehensive income instead of properly recording the effect as operating expenses as required under Accounting Standard Codification (ASC) 830 “Foreign Currency Matters.” As a result of these corrections, selling, general and administrative (“SG&A”) expenses increased $270 and $476 for the three and six months ended June 30, 2016 , respectively and decreased $1,813 for the six months ended June 30, 2017 . B. The Company identified departures from US GAAP under ASC 605-35 “Construction-Type and Production-Type Contracts” in its historical accounting for revenue recognition on nine long-term customer contracts with fee constraints (e.g., fixed fee, lump sum, maximum contract value). The Company enters into agreements for construction management and consulting services with customers, and the guidance of ASC 605-35-15-3D states that contracts for construction consulting services, such as under agency contracts or construction management agreements, fall within the scope of the standard and should follow either Percentage of Completion or Completed Contract methods of accounting. Historically, the Company had not consistently applied the percentage of completion method of revenue recognition. The corrections to properly apply U.S. GAAP to the identified contracts resulted in an increase of $1,574 to revenues for the three months ended June 30, 2016 and increases of $3,130 and $4,155 to revenues for the six months ended June 30, 2017 and 2016 , respectively. C. The Company discovered that it had not properly performed the required impairment testing of amortizable intangible assets in accordance with US GAAP in that certain assets no longer in use were not identified and impaired. In addition, an improper useful life was used for some of the Company’s internally developed software assets resulting in an improper amount of amortization expense being recorded in previous periods. The net effect of correcting these errors resulted in a $29 increase in SG&A expense for the six months ended June 30, 2017 and increases of $27 and $55 in SG&A expense for the three and six months ended June 30, 2016 , respectively. D. The Company identified other transactions that had been recorded to incorrect accounts and/or in improper amounts. The net corrections of these transactions resulted in a $710 and $762 decrease in revenues for the three and six months ended June 30, 2016 , respectively and a $5,421 increase in revenues for the six months ended June 30, 2017 ; a $5,305 increase in direct expenses for the six months ended June 30, 2017; a decrease of $1,670 and $2,509 in SG&A expenses for the three and six months ended June 30, 2016 , respectively and an increase of $473 in SG&A expenses for the six month ended June 30, 2017 ; a $415 and a $830 increase in interest expense for the three and six months ended June 30, 2016 ; a $1,593 and $2,399 increase in net loss from discontinued operations for the three and six months ended June 30, 2016, respectively and a $504 decrease in net loss from discontinued operations for the six months ended June 30, 2017 ; and a $15 and $30 decrease in earnings from noncontrolling interest for the three and six months ended June 30, 2016 , respectively and a $58 increase in earnings from noncontrolling interest for the six months ended June 30, 2017 . In conjunction with the sale of the construction claims group, interest expense of $415 and $830 for the three and six months ended June 30, 2016 , respectively, and interest expense of $552 for the six months ended June 30, 2017 was reclassified from continuing operations to discontinued operations. E. Some of the corrections noted above impacted earnings (loss) before taxes which, in turn, required a calculation of the tax impact. The net impact was an increase in income tax expense of $18 and $308 for the three and six months ended June 30, 2016 , respectively and an increase in income tax expense of $695 for the six months ended June 30, 2017 . HILL INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS Three Months Ended June 30, 2016 (in thousands, except per share data) As Previously Reported Adjustment As Restated Reference Revenues $ 131,845 $ 864 $ 132,709 B, D Direct expenses 92,354 — 92,354 Gross profit 39,491 864 40,355 Selling, general and administrative expenses 35,695 (1,372 ) 34,323 A, C, D Share of loss of equity method affiliates 31 — 31 Operating profit 3,765 2,236 6,001 Interest and related financing fees, net 161 415 576 D Earnings before income taxes 3,604 1,821 5,425 Income tax expense 2,731 18 2,749 E Earnings from continuing operations 873 1,803 2,676 Loss (earnings) from discontinued operations 604 (1,178 ) (574 ) D Net earnings 1,477 625 2,102 Less: net loss - noncontrolling interests (13 ) (15 ) (28 ) D Net earnings attributable to Hill International, Inc. $ 1,490 $ 640 $ 2,130 Basic earnings per common share from continuing operations $ 0.02 $ 0.03 $ 0.05 Basic loss (earnings) per common share from discontinued operations 0.01 (0.02 ) (0.01 ) Basic earnings per common share - Hill International, Inc. $ 0.03 $ 0.01 $ 0.04 Basic weighted average common shares outstanding 51,727 — 51,727 Diluted earnings per common share from continuing operations $ 0.02 $ 0.03 $ 0.05 Diluted loss (earnings) per common share from discontinued operations 0.01 (0.02 ) (0.01 ) Diluted earnings per common share - Hill International, Inc. $ 0.03 $ 0.01 $ 0.04 Diluted weighted average common shares outstanding 51,948 — 51,948 HILL INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS Six Months Ended June 30, 2016 (in thousands, except per share data) As Previously Reported Adjustment As Restated Reference Revenues $ 266,215 $ 3,393 $ 269,608 B, D Direct expenses 185,655 — 185,655 Gross profit 80,560 3,393 83,953 Selling, general and administrative expenses 74,093 (1,977 ) 72,116 A, C, D Share of loss of equity method affiliates 16 — 16 Operating profit 6,451 5,370 11,821 Interest and related financing fees, net 374 830 1,204 D Earnings before income taxes 6,077 4,540 10,617 Income tax expense 2,897 308 3,205 E Earnings from continuing operations 3,180 4,232 7,412 Loss from discontinued operations (249 ) (1,568 ) (1,817 ) D Net earnings 2,931 2,664 5,595 Less: net loss - noncontrolling interests (9 ) (30 ) (39 ) D Net earnings attributable to Hill International, Inc. 2,940 2,694 5,634 Basic earnings per common share from continuing operations $ 0.06 $ 0.08 $ 0.14 Basic loss per common share from discontinued operations — (0.03 ) (0.03 ) Basic earnings per common share - Hill International, Inc. $ 0.06 $ 0.05 $ 0.11 Basic weighted average common shares outstanding 51,679 — 51,679 Diluted earnings per common share from continuing operations $ 0.06 $ 0.08 $ 0.14 Diluted loss per common share from discontinued operations — (0.03 ) (0.03 ) Diluted (loss) earnings per common share - Hill International, Inc. $ 0.06 $ 0.05 $ 0.11 Diluted weighted average common shares outstanding 51,777 — 51,777 HILL INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Three Months Ended June 30, 2016 (in thousands) As Previously Reported Adjustment As Restated Reference Net earnings $ 1,477 $ 625 $ 2,102 A, B, C, D, E Foreign currency translation adjustment, net (53 ) 634 581 A, B, C, D Other, net 22 — 22 Comprehensive loss $ 1,446 $ 1,259 $ 2,705 Comprehensive loss attributable to noncontrolling interest (603 ) (207 ) (810 ) Comprehensive loss attributable to Hill International Inc. $ 2,049 1,466 $ 3,515 HILL INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Six Months Ended June 30, 2016 (in thousands) As Previously Reported Adjustment As Restated Reference Net earnings $ 2,931 $ 2,664 $ 5,595 A, B, C, D, E Foreign currency translation adjustment, net 381 197 578 A, B, C, D Other, net 56 — 56 Comprehensive loss $ 3,368 $ 2,861 6,229 Comprehensive loss attributable to noncontrolling interest (1,355 ) (165 ) (1,520 ) Comprehensive loss attributable to Hill International Inc. $ 4,723 $ 3,026 $ 7,749 In addition to the items noted above as part of the Restatement, the Company identified departures from US GAAP in its historical preparation and presentation of its statement of cash flows. The Company did not report its cash flows in the reporting currency equivalent of foreign currency using the exchange rates in effect at the time of the cash flows, or an appropriate average rate to approximate the rates in effect at the time of the cash flows. The impact of properly preparing a cash flow statement in each functional currency, translating the cash flow statement using the appropriate rate in effect at the time of a transaction, or substantially equivalent average rate for the period, and consolidation of the individual functional currency cash flows, as prescribed by the guidance in ASC 230, is depicted in the table below. The adjustments noted in the cash flow statements that follow are both a result of items “A” through “E” explained above, as well as the foreign currency effect from cash flow statements prepared in functional currency and appropriately translated. HILL INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOW Six Months Ended June 30, 2016 (in thousands) As Previously Reported Adjustment As Restated Cash flows from operating activities: Net earnings $ 2,931 $ 2,664 $ 5,595 Loss from discontinued operations — 1,817 1,817 Earnings from continuing operations 2,931 4,481 7,412 Adjustments to reconcile net earnings to net cash provided by (used in): Depreciation and amortization 5,200 (991 ) 4,209 Provision for bad debts 3,326 44 3,370 Amortization of deferred loan fees 889 — 889 Deferred tax benefit 605 (917 ) (312 ) Stock based compensation 1,257 (82 ) 1,175 Unrealized foreign exchange losses on intercompany balances — 2,117 2,117 Changes in operating assets and liabilities: Restricted cash 633 (68 ) 565 Accounts receivable 7,237 (3,752 ) 3,485 Accounts receivable - affiliate (2,208 ) (113 ) (2,321 ) Prepaid expenses and other current assets 844 723 1,567 Income taxes receivable (622 ) 212 (410 ) Retainage receivable (12,714 ) — (12,714 ) Other assets 4,104 2,107 6,211 Accounts payable and accrued expenses (11,060 ) (201 ) (11,261 ) Income taxes payable (5,013 ) 1,481 (3,532 ) Deferred revenue 5,546 1,828 7,374 Other current liabilities 1,116 1,080 2,196 Retainage payable 68 462 530 Other liabilities 430 1,115 1,545 Net cash provided by continuing operations 2,569 9,526 12,095 Net cash used in discontinued operations — (4,535 ) (4,535 ) Net cash provided by in operating activities 2,569 4,991 7,560 Cash flows from investing activities: Purchases of business — (58 ) (58 ) Payments for purchase of property and equipment (783 ) 552 (231 ) Net cash used in investing activities of continuing operations (783 ) 494 (289 ) Net cash used in investing activities of discontinued operations — (566 ) (566 ) Net cash used in investing activities (783 ) (72 ) (855 ) Cash flows from financing activities: Payments on term loans (600 ) — (600 ) Net borrowings on revolving loans 348 — 348 Payments on Philadelphia Industrial Development Corporation loan (27 ) 4 (23 ) Dividends paid to noncontrolling interest (111 ) 2 (109 ) Proceeds from stock issued under employee stock purchase plan 10 — 10 Proceeds from exercise of stock options 204 — 204 Net cash used in financing activities (176 ) 6 (170 ) Effect of exchange rate changes on cash (777 ) (4,925 ) (5,702 ) Net increase in cash and cash equivalents 833 — 833 Cash and cash equivalents — beginning of period 24,089 — 24,089 Cash and cash equivalents — end of period $ 24,922 $ — $ 24,922 |