<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
================================================================================
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 1994 Commission File No. 1-12248
ICF KAISER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-1437073
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9300 Lee Highway, Fairfax, Virginia 22031-1207
----------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (703) 934-3600
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--------- _________
On December 31, 1994, there were 20,969,711 shares of ICF Kaiser
International, Inc. Common Stock, par value $0.01 per share, outstanding.
================================================================================
<PAGE>
ICF KAISER INTERNATIONAL, INC.
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
Page
----
PART I - FINANCIAL INFORMATION
<C> <S> <C>
Item 1. Financial Statements:
Consolidated Balance Sheets -
November 30, 1994 and February 28, 1994.......................................... 3
Consolidated Statements of Operations -
Nine Months Ended November 30, 1994 and 1993..................................... 4
Consolidated Statements of Operations -
Three Months Ended November 30, 1994 and 1993.................................... 5
Consolidated Statements of Cash Flows -
Nine Months Ended November 30, 1994 and 1993..................................... 6
Notes to Consolidated Financial Statements....................................... 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.................................. 8-12
<CAPTION>
PART II - OTHER INFORMATION
<C> <S> <C>
Item 1. Legal Proceedings............................................................... 12
Item 2. Changes in Securities........................................................... 12
Item 3. Defaults Upon Senior Securities................................................. 12
Item 4. Submission of Matters to a Vote of Security Holders............................. 12
Item 5. Other Information............................................................... 12
Item 6. Exhibits and Reports on Form 8-K................................................ 12
</TABLE>
2
<PAGE>
ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
November 30, February 28,
1994 1994
-----------------------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 19,461 $ 25,509
Contract receivables, net 145,272 128,166
Prepaid expenses and other current assets 11,603 20,451
Deferred income taxes 13,806 16,053
----------- ------------
Total Current Assets 190,142 190,179
----------- ------------
Fixed Assets
Furniture, equipment and leasehold improvements 42,599 40,630
Less depreciation and amortization (29,088) (24,955)
----------- ------------
13,511 15,675
----------- ------------
Other Assets
Goodwill, net 48,437 49,916
Investments in and advances to affiliates 6,557 5,600
Due from officers and employees 2,060 1,830
Other 18,063 17,998
----------- ------------
75,117 75,344
----------- ------------
$ 278,770 $ 281,198
=========== ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses $ 47,592 $ 52,073
Accrued salaries and employee benefits 29,106 23,439
Accrued interest 6,250 2,108
Current portion of long-term debt 797 1,088
Income taxes payable 1,542 1,511
Deferred revenue 8,975 8,462
Other 6,700 10,773
----------- ------------
Total Current Liabilities 100,962 99,454
----------- ------------
Long-term Liabilities
Long-term debt, less current portion 121,662 121,954
Other 7,597 8,798
----------- ------------
129,259 130,752
----------- ------------
Commitments and Contingencies
Redeemable Preferred Stock 19,566 20,212
Common Stock, par value $.01 per share:
Authorized-90,000,000 shares
Issued and outstanding- 20,969,711 and
20,924,588 shares 210 209
Additional Paid-in Capital 63,689 63,572
Notes Receivable Related to Common Stock (1,732) (1,732)
Retained Earnings (Deficit) (31,862) (29,528)
Cumulative Translation Adjustment (1,322) (1,741)
----------- ------------
$ 278,770 $ 281,198
=========== ============
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
<TABLE>
<CAPTION>
Nine Months Ended November 30,
1994 1993
==============================
(Unaudited)
<S> <C> <C>
GROSS REVENUE $ 655,364 $ 454,069
Subcontract and direct material costs (309,643) (175,635)
Equity in income of joint ventures
and affiliated companies 2,693 3,355
---------- ----------
SERVICE REVENUE 348,414 281,789
OPERATING EXPENSES
Direct cost of services and overhead 299,877 231,602
Administrative and general 31,142 34,115
Depreciation and amortization 6,941 7,352
Unusual item - 500
---------- ----------
OPERATING INCOME 10,454 8,220
OTHER INCOME (EXPENSE)
Gain on sale of investment 551 -
Interest income 1,381 1,116
Interest expense (10,857) (5,089)
---------- ----------
INCOME BEFORE INCOME TAXES 1,529 4,247
Income tax provision 2,247 2,208
---------- ----------
NET INCOME (LOSS) (718) 2,039
Preferred stock dividends and accretion 1,616 3,972
---------- ----------
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (2,334) $ (1,933)
========== ==========
Primary and Fully Diluted
Net Loss Per Common Share $ (0.11) $ (0.09)
========== ==========
Primary and Fully Diluted
Weighted Average Common and
Common Equivalent Shares Outstanding 20,945 20,881
========== ==========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended November 30,
1994 1993
================================
(Unaudited)
<S> <C> <C>
GROSS REVENUE $ 235,912 $ 179,227
Subcontract and direct material costs (111,240) (77,931)
Equity in income of joint ventures
and affiliated companies 673 2,614
------------ -----------
SERVICE REVENUE 125,345 103,910
OPERATING EXPENSES
Direct cost of services and overhead 110,445 86,052
Administrative and general 9,581 11,221
Depreciation and amortization 2,357 2,490
------------ -----------
OPERATING INCOME 2,962 4,147
OTHER INCOME (EXPENSE)
Interest income 624 411
Interest expense (2,993) (1,748)
------------ -----------
INCOME BEFORE INCOME TAXES 593 2,810
Income tax provision 916 1,461
------------ -----------
NET INCOME (LOSS) (323) 1,349
Preferred stock dividends and accretion 539 1,302
------------ -----------
NET INCOME (LOSS) AVAILABLE FOR COMMON
SHAREHOLDERS $ (862) $ 47
============ ===========
Primary and Fully Diluted
Net Income (Loss) Per Common Share $ (0.04) $ 0.00
============ ===========
Primary and Fully Diluted
Weighted Average Common and
Common Equivalent Shares Outstanding 20,948 20,806
============ ===========
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended November 30,
1994 1993
------------------------------
(Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ (718) $ 2,039
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 6,941 7,352
Provision for losses on accounts receivable 908 1,677
Provision for deferred income taxes 2,247 508
Earnings less than (in excess of) cash distributions
from joint ventures and affiliated companies 1,712 (1,943)
Changes in assets and liabilities related to operating
activities:
Contract receivables, net (18,014) 25,021
Prepaid expenses and other current assets 3,559 2,432
Other assets (1,442) (902)
Accounts payable and accrued expenses 5,328 (16,501)
Income taxes payable 31 (290)
Deferred revenue 513 (1,030)
Other liabilities (4,943) (4,042)
----------- ------------
Net Cash Provided by (Used in) Operating Activities (3,878) 14,321
----------- ------------
INVESTING ACTIVITIES
Sale of subsidiary assets 2,600 -
Purchases of fixed assets, net (1,731) (876)
Investments in subsidiaries and affiliates (400) (2,381)
----------- ------------
Net Cash Provided by (Used in) Investing Activities 469 (3,257)
----------- ------------
FINANCING ACTIVITIES
Proceeds from borrowings from credit facility - 10,000
Principal payments on other borrowings (914) (1,734)
Proceeds from (uses in) common stock transactions 118 (1,814)
Redemption of redeemable preferred stock (799) (800)
Preferred stock dividends (1,463) (2,513)
----------- ------------
Net Cash Provided by (Used in) Financing Activities (3,058) 3,139
----------- ------------
Effect of exchange rate changes on cash 419 (232)
----------- ------------
Increase (Decrease) in Cash and Cash Equivalents (6,048) 13,971
Cash and Cash Equivalents at Beginning of Period 25,509 8,445
----------- ------------
Cash and Cash Equivalents at End of Period $ 19,461 $ 22,416
=========== ============
SUPPLEMENTAL INFORMATION:
Cash payments for interest $ 7,385 $ 9,242
Cash payments (refunds) for income taxes (152) 14
NON-CASH TRANSACTIONS:
Sale of investment 735 -
Decrease of ESOP guaranteed bank loan - (3,333)
</TABLE>
See notes to consolidated financial statements.
6
<PAGE>
ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying consolidated financial statements of ICF Kaiser International,
Inc. and subsidiaries (ICF Kaiser or the Company), except for the February 28,
1994 balance sheet, are unaudited and have been prepared in accordance with
generally accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments considered necessary for a fair
presentation have been included. These statements should be read in conjunction
with the Company's audited consolidated financial statements and footnotes
thereto for the year ended February 28, 1994 and the information included in the
Company's Annual Report to the Securities and Exchange Commission on Form 10-K
for the fiscal year ended February 28, 1994. Certain reclassifications have
been made to the prior period financial statements to conform to the
presentation used in the November 30, 1994 financial statements.
NOTE B - NET INCOME (LOSS) PER COMMON SHARE
Net income (loss) per common share is computed using net income (loss) available
to common shareholders, as adjusted under the modified treasury stock method,
and the weighted average number of common stock and common stock equivalents
outstanding during the periods presented. Common stock equivalents include
stock options and warrants and the potential conversion of convertible preferred
stock. The adjustments that would be required by the modified treasury stock
method to net income (loss) available for common shareholders and to weighted
average number of shares were anti-dilutive and therefore excluded from earnings
per share computations for the periods presented.
NOTE C - CONTINGENCIES
Normally in the Company's business, various claims or charges are asserted and
litigation commenced against the Company arising from or related to properties,
injuries to persons and breaches of contract, as well as claims related to
acquisitions and dispositions. Claimed amounts may not bear any reasonable
relationship to the merits of the claim or to a final court award. In the
opinion of management, an adequate reserve has been provided for final
judgments, if any, in excess of insurance coverage, which might be rendered
against the Company in such litigation.
The Company may from time to time, either individually or in conjunction with
other government contractors operating in similar types of businesses, be
involved in U.S. government investigations for alleged violations of procurement
or other federal laws and regulations. The Company currently is the subject of
a number of U.S. government investigations and is cooperating with the
responsible government agencies involved. No charges are presently known to
have been filed against the Company by these agencies. The Company is unable to
predict the outcome of the investigations in which it is currently involved.
Management does not believe that there will be any material adverse effect on
the Company's financial position as a result of these investigations.
The Company has a substantial number of cost reimbursable contracts with the
U.S. government, the costs of which are subject to audit by the U.S. government.
As a result of such audits, the government asserts from time to time that
certain costs claimed as reimbursable under government contracts either were not
allowable or not allocated in accordance with federal procurement regulations.
Management believes that the potential effect of disallowed costs, if any, for
the periods currently under audit and for periods not yet audited has been
adequately provided for and will not have a material adverse effect on the
Company's financial position.
NOTE D - SALE OF INVESTMENT
The Company sold a 20% interest in a French subsidiary for approximately
$735,000, resulting in a $551,000 pretax gain in the second quarter of fiscal
1995.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
ICF Kaiser is one of the nation's largest engineering, construction, and
consulting services companies, providing fully integrated services to domestic
and foreign clients in the environment, infrastructure, industry, and energy
markets, in both the private and public sectors.
ICF Kaiser's $3.0 million of operating income for the third quarter of fiscal
1995 ended November 30, 1994 was lower than the $4.1 million reported in the
third quarter of fiscal 1994 ended November 30, 1993. The decline in operating
income between the fiscal years was primarily due to the operating performance
in several components of the Company's engineering and construction operations
and a decline in international operations. This decline resulted from the wind-
down of several foreign projects in fiscal 1994 and delays in the commencement
of recently awarded projects. Concurrently management was making strategic and
marketing investments in its engineering and construction business for future
profitability.
Although operating income in the third quarter of fiscal 1995 declined from the
second quarter by $0.3 million, the Company's engineering and construction
operations reported a $1.3 million improvement in third quarter operating
results. This improvement resulted from increased volume, ongoing cost
reduction efforts (including a reduction of under-utilized personnel) and the
initial results from strategic and marketing investments in the engineering and
construction business. These positive efforts, however, were offset by other
areas of the Company, including significant marketing efforts undertaken to
pursue two major contracts; a reduction in quarter-to-quarter operating income
from the Company's operations at the U.S. Department of Energy's Hanford,
Washington site (DOE-Hanford) resulting from an adjustment in estimated fees
earned; offset by the favorable resolution of an outstanding claim (which
contributed $0.8 million to operating income in the third quarter).
The Company's $10.5 million of operating income through the first nine months of
fiscal 1995 was $2.2 million greater than the comparable period in fiscal 1994.
The improved operating results in the first nine months of fiscal 1995 were
attributable to several factors including: volume and earnings growth in
several areas of the Company (primarily in its operations at DOE-Hanford);
benefits resulting from a reduction in the Company's indirect costs; the
implementation of the restructuring plan adopted in fiscal 1994; and, the sale
of an unprofitable portion of an energy engineering business. ICF Kaiser also
successfully settled a significant part of the Company's future liability for
insurance. These benefits were offset by unfavorable results in the Company's
engineering and construction operations.
The Company's contract backlog was $1.4 billion at November 30, 1994. The
Company is negotiating the final terms of a one-year extension to the Company's
DOE-Hanford contract through March 1997, which would add approximately $300
million to the backlog. The Company's strategic investment in marketing is
directed to aggressively pursuing new business across all of its lines of
business in order to increase backlog and market share. Currently, ICF Kaiser
is pursuing and bidding on a variety of large-scale environmental cleanup
projects for the U.S. Departments of Defense (DOD) and Energy (DOE), such as
DOE's Performance Based Integrating Management contract at its Rocky Flats
Environmental Technology site in Colorado (DOE-Rocky Flats).
8
<PAGE>
RESULTS OF OPERATIONS
For the third quarter of fiscal 1995, ICF Kaiser's net loss was $323,000 and net
loss attributable to common shareholders was $862,000, or a net loss of $0.04
per share, compared to net income of $1,349,000 and net income available for
common shareholders of $47,000, or $0.00 per share, for the third quarter of
fiscal 1994.
For the nine months ended November 30, 1994, ICF Kaiser's net loss was $718,000
and net loss attributable to common shareholders was $2,334,000, or a net loss
of $0.11 per share, compared to net income of $2,039,000 and net loss
attributable to common shareholders of $1,933,000, or a net loss of $0.09 per
share, for the comparable period in fiscal 1994. The decrease in net income was
primarily due to the negative income effects of several components of the
Company's engineering and construction operations and international operations
(discussed under "Overview"); significantly higher interest expense; and an
increase in the income tax provision (discussed below); offset by the expansion
of services at DOE-Hanford and the Company's reduction and control of operating
costs. Each of these elements is discussed in more detail below.
The following table summarizes key elements in the Consolidated Statements of
Operations for the nine months ended November 30, 1994 (fiscal 1995) and 1993
(fiscal 1994). Certain items in fiscal 1994 have been restated to conform to
the fiscal 1995 presentation.
<TABLE>
<CAPTION>
Nine Months Ended Nine Months Ended
November 30, 1994 November 30, 1993
-------------------------------------------
(Dollars in millions)
<S> <C> <C>
GROSS REVENUE $655.4 $454.1
SERVICE REVENUE $348.4 $281.8
SERVICE REVENUE AS A
PERCENTAGE OF GROSS
REVENUE 53.2% 62.1%
OPERATING EXPENSES AS A
PERCENTAGE OF SERVICE
REVENUE:
Direct cost of services
and overhead 86.1% 82.2%
Administrative
and general 8.9% 12.1%
Depreciation
and amortization 2.0% 2.6%
Unusual item - 0.2%
OPERATING INCOME 3.0% 2.9%
</TABLE>
Gross revenue represents services provided to customers with whom the Company
has a primary contractual relationship. Included in gross revenue are costs of
certain services subcontracted to third parties and other reimbursable direct
project costs, such as materials procured by the Company on behalf of its
customers.
Service revenue is derived by deducting the costs of subcontracted services and
direct project costs from gross revenue and adding the Company's share of the
income of joint ventures and affiliated companies. ICF Kaiser believes that it
is appropriate to analyze operating margins and other ratios in relation to
service revenue because such revenue and ratios reflect the work performed
directly by the Company.
9
<PAGE>
Revenue
Gross revenue for the first nine months of fiscal 1995 increased 44.3% to $655.4
million, while service revenue increased 23.6% to $348.4 million, versus the
comparable period of fiscal 1994. These increases were substantially
attributable to the work performed at DOE-Hanford ($207.1 million of the gross
and $87.9 million of the service revenue), which was significantly expanded
following an October 1993 amendment to the contract. The DOE-Hanford revenue
increases were offset by a decrease in the Company's engineering and
construction operations ($16.5 million gross and $13.8 service). Service
revenue as a percentage of gross revenue decreased to 53.2% for the nine months
ended November 30, 1994 from 62.1% for the comparable period last year, again
because of the amended DOE-Hanford contract, under which ICF Kaiser absorbed
business utilizing a much higher proportion of subcontractors than Company
personnel.
The increase in gross and service revenue for the third quarter of fiscal 1995,
versus the comparable period of fiscal 1994, also was primarily due to the DOE-
Hanford contract.
The increase in service revenue for both the nine and three month periods was
offset by a decline in equity in income of joint ventures and affiliated
companies primarily due to the winding down of two foreign projects.
It should be noted that under the DOE-Hanford contract the award and incentive
fees to the Company are more influenced by performance than by gross or service
revenue generated under the contract.
Expenses
The Company's direct cost of services and overhead increased $68.3 million to
86.1% of service revenue for the nine months ended November 30, 1994 due
primarily to the DOE-Hanford expansion. Administrative and general expense
decreased $3.0 million from 12.1% to 8.9% of service revenue for the nine months
ended November 30, 1994. The decrease in these costs is primarily attributable
to management cost-cutting initiatives. This decrease in administrative and
general expenses was partially offset by an increase in marketing costs
primarily resulting from the Company's pursuit of large-scale projects, such as
the DOE-Rocky Flats contract (see Overview). The structure of the DOE-Hanford
contract is such that its expansion had a negligible effect on corporate
administrative and general expense.
The cost reductions are partially a result of management's restructuring plan
initiated in the fourth quarter of fiscal 1994. This program included
downsizing the work force, consolidating office space, renegotiating significant
leases, and restructuring certain international operations. These cost
reduction initiatives are expected to continue, including further staff
reductions, throughout the remainder of fiscal 1995.
ICF Kaiser's interest expense for the nine months ended November 30, 1994
increased $5.8 million from the comparable period last year due to the
recapitalization completed in the fourth quarter of fiscal 1994. The increase
in net interest expense was favorably impacted by $1.2 million in refunds from
the Internal Revenue Service (IRS) recorded in the third quarter of fiscal 1995
associated with the Company's tax liabilities, including those of an acquired
company.
10
<PAGE>
ICF Kaiser's income tax provision for the first nine months of fiscal 1995 was
$2.2 million, which is unchanged from the comparable period in fiscal 1994, even
though pretax income decreased $2.7 million in that period. This is
attributable to several factors including the lower-than-projected earnings and
the repatriation of overseas funds to the U.S. (which could not be currently
offset by foreign tax credits). Permanent differences (such as the
nondeductibility of goodwill) comprise a very high percentage of pretax income,
and, as such, the traditional percentage relationship between income tax expense
and pretax income is not meaningful.
LIQUIDITY AND CAPITAL RESOURCES
During the first nine months of fiscal 1995, cash and cash equivalents decreased
$6.0 million to $19.5 million at November 30, 1994. Operating activities used
$3.9 million of cash in the first nine months due substantially to the
unfavorable operating results in the Company's engineering and construction
operations. The cash position was improved partially by the receipt of $2.6
million of proceeds from the sale of a subsidiary's assets in the fourth quarter
of fiscal 1994. Cash was primarily used in operations for a $7.5 million
interest payment on the Company's 12% Senior Subordinated Notes (12% Notes),
$4.8 million in payments to the Company's retirement plans, and an increase in
contract receivables, offset by an increase in accrued salaries and employee
benefits. An additional $7.5 million interest payment on the Company's 12%
Notes was made on January 3, 1995. In the first nine months of fiscal 1994,
both payables and receivables had decreased because of the Company's decreased
volume.
Portions of the Company's cash flows, such as the collection of award and
incentive fees for work performed at DOE-Hanford, the payment of interest on the
12% Notes, and payment for the retirement plans, are periodic in nature and are
not received or paid on a monthly basis. Therefore, accounting for certain
elements of operating results do not have a direct correlative effect on cash.
During the third quarter of fiscal 1995, the U.S. Environmental Protection
Agency approved revised provisional rates for fiscal years 1991 through 1994,
authorizing the Company to invoice additional costs and contractual fees, on a
variety of cost-plus contracts with U.S. government agencies for work performed
during the approved years. The Company expects to generate in excess of $6
million in cash from this invoicing.
For the past several years, the Company has had ongoing negotiations and filings
with the IRS related to settlement of its tax liabilities and the liabilities
associated with acquired companies. As noted in the Results of Operations, the
cash and income impact has been favorable to the Company. Further, because of
the Company's previous losses, its net operating loss carryforward position will
result in minimal federal income tax payments in the near future.
The Company is currently negotiating to acquire all of the outstanding stock of
GCH Acquisition Corp. and subsidiaries (GCH), a Pittsburgh-based environmental
remediation company. The acquisition requires the approval of ICF Kaiser's
banks and its Board of Directors and is not expected to be completed during the
current fiscal year.
The Company sold a 20% interest in a French subsidiary for approximately
$735,000, resulting in a $551,000 pretax gain in the second quarter of fiscal
1995.
11
<PAGE>
Management believes that current projected levels of cash flows and operating
revenues and the availability of financing, including borrowings under the
Company's credit facility, will be adequate to fund operations throughout the
next twelve months. As of November 30, 1994, there were no borrowings under the
credit facility, except for letters of credit; however, the Company borrowed
$5.0 million under its credit facility on January 3, 1995. If GCH is acquired,
the Company may need to undertake additional borrowings under its credit
facility.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
As previously reported in the Report on Form 10-K for the year ended
February 28, 1994.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits filed as part of this report are listed below:
-----------------------------------------------------------
No.27 Financial Data Schedule
(b) Report on Form 8-K
------------------
None
12
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report of Form 10-Q to be signed on its behalf
by the undersigned thereunto duly authorized.
ICF KAISER INTERNATIONAL, INC.
(Registrant)
Date: January 17, 1995 /s/ Richard K. Nason
-----------------------------
Richard K. Nason
Executive Vice President and
Chief Financial Officer
(Duly authorized officer and
principal financial officer)
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-28-1995
<PERIOD-START> MAR-1-1994
<PERIOD-END> NOV-30-1994
<EXCHANGE-RATE> 1
<CASH> 19,461,000
<SECURITIES> 0
<RECEIVABLES> 155,135,000
<ALLOWANCES> 9,863,000
<INVENTORY> 0
<CURRENT-ASSETS> 190,142,000
<PP&E> 42,599,000
<DEPRECIATION> 29,088,000
<TOTAL-ASSETS> 278,770,000
<CURRENT-LIABILITIES> 100,962,000
<BONDS> 121,662,000<F1>
<COMMON> 210,000
19,566,000
0
<OTHER-SE> 28,773,000
<TOTAL-LIABILITY-AND-EQUITY> 278,770,000
<SALES> 0
<TOTAL-REVENUES> 655,364,000<F2>
<CGS> 0
<TOTAL-COSTS> 299,877,000<F3>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 908,000
<INTEREST-EXPENSE> 10,857,000
<INCOME-PRETAX> 1,529,000
<INCOME-TAX> 2,247,000
<INCOME-CONTINUING> (718,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (718,000)
<EPS-PRIMARY> (0.11)
<EPS-DILUTED> (0.11)
<FN>
<F1>Excludes current portion of bonds, mortgages, and similar debt.
<F2>Represents gross revenue which includes costs of certain services
subcontracted to third parties and other reimbursable direct project costs,
such as materials procured by the Company on behalf of its customers.
<F3>Excludes subcontract and direct material costs of $309,643,000.
</FN>
</TABLE>
