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 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 consolidated financial statements for the three and nine months ended September 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 nine months ended September 30, 2016 subsequent to the Prior Filing and the impact of restating the three months ended March 31, 2017 on the nine months ended September 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 $710 for the three months ended September 30, 2016 ; and decreased $1,813 and increased $1,186 for the nine months ended September 30, 2017 and 2016 , respectively. 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 a decrease of $4,655 to revenues for the three months ended September 30, 2016 ; and increase of $3,130 and decrease of $499 to revenues for the nine months ended September 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 $28 increase in SG&A expense for the three months ended September 30, 2016 ; and increases of $29 and $83 in SG&A expense for the nine months ended September 30, 2017 and 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 an increase of $5 and a decrease of $757 in revenues for the three and nine months ended September 30, 2016 , respectively, and a $5,421 increase in revenues for the nine months ended September 30, 2017 ; a $5,305 increase in direct expenses for the nine months ended September 30, 2017; a decrease of $798 and $3,306 in SG&A expenses for the three and nine months ended September 30, 2016 , respectively and an increase of $473 in SG&A expenses for the nine month ended September 30, 2017 ; a $415 and a $1,245 , increase in interest expenses for the three and nine months ended September 30, 2016 , respectively; a $261 and $1,829 increase in net loss from discontinued operations for the three and nine months ended September 30, 2016, respectively and a $1,057 decrease in net loss from discontinued operations for the nine months ended September 30, 2017 ; and a $15 and $45 decrease in earnings from noncontrolling interest for the three and nine months ended September 30, 2016 , respectively and a $58 increase in earnings from noncontrolling interest for the nine months ended September 30, 2017 . In conjunction with the sale of the construction claims group, interest expense of $676 and $3,075 for the three and nine months ended September 30, 2016 , respectively, and interest expense of $552 for the nine months ended September 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 a decrease in income tax expense of $571 and $263 for the three and nine months ended September 30, 2016 , respectively and an increase in income tax expense of $695 for the nine months ended September 30, 2017 . HILL INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS Three Months Ended September 30, 2016 (in thousands, except per share data) As Previously Reported Adjustment As Restated Reference Revenues $ 125,872 $ (4,650 ) $ 121,222 B, D Direct expenses 82,329 — 82,329 Gross profit 43,543 (4,650 ) 38,893 Selling, general and administrative expenses 46,927 (60 ) 46,867 A, C, D Share of loss of equity method affiliates 12 — 12 Operating loss (3,396 ) (4,590 ) (7,986 ) Interest and related financing fees, net 191 415 606 D Loss before income taxes (3,587 ) (5,005 ) (8,592 ) Income tax expense 2,889 (571 ) 2,318 E Loss from continuing operations (6,476 ) (4,434 ) (10,910 ) Loss from discontinued operations (279 ) (261 ) (540 ) D Net loss (6,755 ) (4,695 ) (11,450 ) Less: net earnings - noncontrolling interests 111 (15 ) 96 D Net loss attributable to Hill International, Inc. $ (6,866 ) $ (4,680 ) $ (11,546 ) Basic loss per common share from continuing operations $ (0.13 ) $ (0.08 ) $ (0.21 ) Basic loss per common share from discontinued operations — (0.01 ) (0.01 ) Basic loss per common share - Hill International, Inc. $ (0.13 ) $ (0.09 ) $ (0.22 ) Basic weighted average common shares outstanding 51,753 — 51,753 Diluted loss per common share from continuing operations $ (0.13 ) $ (0.08 ) $ (0.21 ) Diluted loss per common share from discontinued operations — (0.01 ) (0.01 ) Diluted loss per common share - Hill International, Inc. $ (0.13 ) $ (0.09 ) $ (0.22 ) Diluted weighted average common shares outstanding 51,753 — 51,753 HILL INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS Nine Months Ended September 30, 2016 (in thousands, except per share data) As Previously Reported Adjustment As Restated Reference Revenues $ 392,087 $ (1,257 ) $ 390,830 B, D Direct expenses 267,984 — 267,984 Gross profit 124,103 (1,257 ) 122,846 Selling, general and administrative expenses 121,020 (2,037 ) 118,983 A, C, D Share of loss of equity method affiliates 28 — 28 Operating profit 3,055 780 3,835 Interest and related financing fees, net 565 1,245 1,810 D Earnings before income taxes 2,490 (465 ) 2,025 Income tax expense 5,786 (263 ) 5,523 E Loss from continuing operations (3,296 ) (202 ) (3,498 ) Loss from discontinued operations (528 ) (1,829 ) (2,357 ) D Net loss (3,824 ) (2,031 ) (5,855 ) Less: net earnings - noncontrolling interests 102 (45 ) 57 D Net loss attributable to Hill International, Inc. (3,926 ) (1,986 ) (5,912 ) Basic loss per common share from continuing operations $ (0.07 ) $ — $ (0.07 ) Basic loss per common share from discontinued operations (0.01 ) (0.03 ) (0.04 ) Basic loss per common share - Hill International, Inc. $ (0.08 ) $ (0.03 ) $ (0.11 ) Basic weighted average common shares outstanding 51,704 — 51,704 Diluted loss per common share from continuing operations $ (0.07 ) $ — $ (0.07 ) Diluted loss per common share from discontinued operations (0.01 ) (0.03 ) (0.04 ) Diluted loss per common share - Hill International, Inc. $ (0.08 ) $ (0.03 ) $ (0.11 ) Diluted weighted average common shares outstanding 51,704 — 51,704 HILL INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Three Months Ended September 30, 2016 (in thousands) As Previously Reported Adjustment As Restated Reference Net loss $ (6,755 ) $ (4,695 ) $ (11,450 ) A, B, C, D, E Foreign currency translation adjustment, net (1,638 ) 1,478 (160 ) A, B, C, D Other, net 79 — 79 Comprehensive loss $ (8,314 ) $ (3,217 ) $ (11,531 ) Comprehensive earnings attributable to noncontrolling interest 132 1,782 1,914 Comprehensive loss attributable to Hill International Inc. $ (8,446 ) (4,999 ) $ (13,445 ) HILL INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Nine Months Ended September 30, 2016 (in thousands) As Previously Reported Adjustment As Restated Reference Net earnings $ (3,824 ) $ (2,031 ) $ (5,855 ) A, B, C, D, E Foreign currency translation adjustment, net (1,257 ) 1,675 418 A, B, C, D Other, net 135 — 135 Comprehensive loss $ (4,946 ) $ (356 ) (5,302 ) Comprehensive (loss) earnings attributable to noncontrolling interest (1,223 ) 1,617 394 Comprehensive loss attributable to Hill International Inc. $ (3,723 ) $ (1,973 ) $ (5,696 ) 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 Nine Months Ended September 30, 2016 (in thousands) As Previously Reported Adjustment As Restated Cash flows from operating activities: Net loss $ (3,824 ) $ (2,031 ) $ (5,855 ) Loss from discontinued operations — 2,357 2,357 Loss from continuing operations (3,824 ) 326 (3,498 ) Adjustments to reconcile net loss to net cash provided by (used in): Depreciation and amortization 7,705 (2,016 ) 5,689 Provision for bad debts 11,879 (1,052 ) 10,827 Amortization of deferred loan fees 1,334 — 1,334 Deferred tax benefit 663 (1,348 ) (685 ) Stock based compensation 1,838 (158 ) 1,680 Unrealized foreign exchange losses (gains) on intercompany balances — 7,463 7,463 Changes in operating assets and liabilities: Restricted cash (69 ) (121 ) (190 ) Accounts receivable 2,652 (6,120 ) (3,468 ) Accounts receivable - affiliate (5,665 ) (113 ) (5,778 ) Prepaid expenses and other current assets (1,001 ) 330 (671 ) Income taxes receivable (756 ) (6 ) (762 ) Retainage receivable (14,583 ) 85 (14,498 ) Other assets 5,191 1,753 6,944 Accounts payable and accrued expenses (8,582 ) (240 ) (8,822 ) Income taxes payable (3,951 ) 275 (3,676 ) Deferred revenue 124 6,906 7,030 Other current liabilities 2,639 (1,035 ) 1,604 Retainage payable (1,308 ) 249 (1,059 ) Other liabilities 385 1,050 1,435 Net cash (used in) provided by continuing operations (5,329 ) 6,228 899 Net cash provided by discontinued operations — 72 72 Net cash (used in) provided by in operating activities (5,329 ) 6,300 971 Cash flows from investing activities: Payments for purchase of property and equipment (2,584 ) 1,086 (1,498 ) Net cash used in investing activities of continuing operations (2,584 ) 1,086 (1,498 ) Net cash used in investing activities of discontinued operations — (920 ) (920 ) Net cash used in investing activities (2,584 ) 166 (2,418 ) Cash flows from financing activities: Payments on term loans (900 ) — (900 ) Net borrowings on revolving loans 8,950 (13 ) 8,937 Payments on Philadelphia Industrial Development Corporation loan (41 ) — (41 ) Deferred acquisition price payments (1,531 ) — (1,531 ) Dividends paid to noncontrolling interest (111 ) 2 (109 ) Proceeds from stock issued under employee stock purchase plan 65 9 74 Proceeds from exercise of stock options 220 (1 ) 219 Net cash provided by financing activities 6,652 (3 ) 6,649 Effect of exchange rate changes on cash (1,609 ) (6,463 ) (8,072 ) Net decrease in cash and cash equivalents (2,870 ) — (2,870 ) Cash and cash equivalents — beginning of period 24,089 — 24,089 Cash and cash equivalents — end of period $ 21,219 $ — $ 21,219 |