<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 22, 1994
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ICF KAISER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware File No. 1-12248 54-1437073
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
9300 Lee Highway
Fairfax, Virginia 22031-1207
(Address of principal executive offices, including zip code)
703-934-3600
(Registrant's telephone number, including area code)
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Item 5. Other events
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In a press release dated April 22, 1994, ICF Kaiser International, Inc.
announced its financial results for the fourth quarter and fiscal year 1994. A
copy of this three page press release is attached to this Report on Form 8-K as
Exhibit A.
______________________
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.
ICF KAISER INTERNATIONAL, INC.
(Registrant)
/s/ Marc Tipermas
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Marc Tipermas
Executive Vice President
Date:
April 25, 1994
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Exhibit A
Page 1 of 3
(LOGO OF ICF KAISER INTERNATIONAL, INC.
APPEARS HERE)
ICF Kaiser International, Inc.
9300 Lee Highway
Fairfax, VA 22031-1207
703/934-3600 Fax 703/934-9740
For Immediate Release Press Contact: Sara Brenner
703/934-3004
Investor Contact: James Zeumer
703/934-3208
ICF KAISER INTERNATIONAL ANNOUNCES FOURTH-QUARTER AND YEAR-END FINANCIAL
RESULTS
FAIRFAX, VA, Apr. 22, 1994 -- ICF Kaiser International, Inc. (NYSE: ICF)
announced today financial results for its fourth quarter and fiscal year
ended February 28, 1994. For the quarter, gross revenue was $197.6 million,
an increase of 30.9 percent over the prior year's fourth-quarter revenue
of $150.9 million. Service revenue for the period also increased, up 8.4
percent to $100.9 million versus last year's fourth-quarter service
revenue of $93.1 million. Higher revenue for the quarter, primarily due to
a large expansion of the company's contract to provide services at the
U.S. Department of Energy's Hanford, Washington, site, was offset
partially by a significant revenue decline in other businesses.
Year over year, the company's gross revenue declined slightly, down 4.0
percent to $651.7 million. Service revenue for the 12 months was down 2.3
percent to $382.7 million. Service revenue reflects work performed directly
by the company, whereas gross revenue includes subcontracted work and the
cost of direct materials.
Full-year financial results were influenced heavily by weak operating
performance in the company's fourth quarter. Through the first nine months
of the year, ICF Kaiser had operating and net income of $8.2 million and
$2.0 million, respectively; however, in the fourth quarter there was a sharp
decline in the company's operating performance that resulted in a
significant fourth-quarter operating loss. In the quarter, ICF Kaiser
experienced an unanticipated sharp decline in volume that was not
proportionately matched with immediate cost reductions.
Responding to the weak demand, in the fourth quarter the company expanded
and accelerated a reorganization of its operations and cost cutting through
staff reductions, office consolidations, significant lease renegotiations,
restructuring certain international operations, and other actions. These
actions are expected to save in excess of $8.0 million of annual operating
expenses in the future. Including one-time charges associated with these
actions ($8.2 million), the company reported an operating loss for the
quarter of $13.5 million, as compared to operating income of $5.2 million in
the comparable period last year. For the year, ICF Kaiser reported an
operating loss of $5.2 million versus operating income of $22.7 million for
the prior year. Excluding the unusual charges, ICF Kaiser generated $3.5
million of operating income for the year.
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(LOGO OF ICF KAISER INTERNATIONAL, INC.
APPEARS HERE)
YEAR-END RESULTS - 2
"Reduced direct labor volume, particularly on industrial and infrastructure
projects; weather-related delays; and losses related to a business that was
sold had a severe impact on profitability in the fourth quarter. Because we
expect industrial and infrastructure market conditions to remain highly
competitive over the next few quarters, we are taking the actions needed to
size our operations to match current market demand," said James O. Edwards,
Chairman and CEO of ICF Kaiser.
"In addition to reducing operating costs," he added, "during the past year
we assembled a new senior management team and strengthened the company's
financial structure through our recent refinancing."
In January 1994, ICF Kaiser successfully refinanced a majority of its
balance sheet capitalization through the sale of $125 million of Senior
Subordinated Notes and warrants. The refinancing resulted in two
extraordinary charges in the fourth quarter: a $6.0 million extraordinary
item for the early prepayment of previously outstanding debt, and a $1.9
million charge to retained earnings associated with the repurchase of the
company's Series 2C Senior Preferred Stock and warrants. These charges
combined to reduce earnings per share for the year by $0.38.
Inclusive of these charges, ICF Kaiser reported a net loss for the quarter
of $20.5 million, with a net loss available to common shareholders of $23.4
million, or $1.12 loss per share. Net income for the prior year's fourth
quarter was $1.5 million, with net income available of $0.2 million, or
$0.01 per share. For the current year, ICF Kaiser reported a net loss of
$18.5 million, with a net loss available to common shareholders of $25.3
million, or $1.21 loss per share. For the prior year, the company reported
net income of $8.6 million, with net income available to common shareholders
of $3.3 million, or $0.16 per share.
According to Edwards, "ICF Kaiser's fourth-quarter operating results were
unacceptable. We have cut costs to match existing market demand, and we
will continue to do so as needed. Longer term, though, the key is not only
cutting costs but growing revenue. To do that, we are focusing on winning
larger projects that generate greater labor volume, and on entering new
markets for our existing services."
ICF Kaiser's backlog of signed contracts at year-end was $1.6 billion.
About the Company
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Headquartered in Fairfax, Virginia, ICF Kaiser is one of the nation's
largest engineering, construction, and consulting services companies. Its
nearly 5,700 employees provide fully integrated capabilities to clients in
four related market areas: environment, infrastructure, industry, and
energy. The company's Annual Meeting of Shareholders will be held on
Friday, June 24, 1994.
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(LOGO OF ICF KAISER INTERNATIONAL, INC.
APPEARS HERE)
YEAR-END RESULTS - 3
ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES
Selected Consolidated Financial Information
<TABLE>
<CAPTION>
Three Months Ended
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February 28, 1994 February 28, 1993
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(Unaudited)
<S> <C> <C>
Gross Revenue $197,588,000 $150,921,000
Service Revenue $100,919,000 $ 93,113,000
Depreciation and amortization $ 2,207,000 $ 2,472,000
Operating Income (Loss) $(13,450,000) $ 5,238,000
Net Income (Loss) Before Extraordinary Item $(14,567,000) $ 1,518,000
Net Income (Loss) $(20,536,000) $ 1,518,000
Net Income (Loss) Available for
Common Shareholders $(23,389,000) $ 196,000
Primary and Fully Diluted Net Income (Loss)
Per Common Shares:
Before extraordinary item and
redemption of redeemable preferred stock ($0.74) $ 0.01
Extraordinary loss on early
extinguishment of debt (0.29) --
Redemption of redeemable preferred
stock (0.09) --
------------ ------------
Total ($1.12) $ 0.01
============ ============
Primary and Fully Diluted Weighted Average
Common Shares Outstanding: 20,899,000 21,307,000
<CAPTION>
Year Ended
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February 28, 1994 February 28, 1993
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<S> <C> <C>
Gross Revenue $651,657,000 $678,882,000
Service Revenue $382,708,000 $391,528,000
Depreciation and amortization $ 9,559,000 $ 10,766,000
Operating Income (Loss) $ (5,230,000) $ 22,744,000
Net Income (Loss) Before Extraordinary Item $(12,528,000) $ 8,639,000
Net Income (Loss) $(18,497,000) $ 8,639,000
Net Income (Loss) Available for
Common Shareholders $(25,322,000) $ 3,346,000
Primary and Fully Diluted Net Income (Loss)
Per Common Shares:
Before extraordinary item and
redemption of redeemable preferred stock ($0.83) $ 0.16
Extraordinary loss on early
extinguishment of debt (0.29) --
Redemption of redeemable preferred
stock (0.09) --
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Total ($1.21) $ 0.16
============ ============
Primary and Fully Diluted Weighted Average
Common Shares Outstanding: 20,886,000 21,272,000
</TABLE>
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