<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 1, 1996
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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
(a) In a press release dated March 12, 1996, ICF Kaiser International,
Inc. announced its financial results for the 10 months ended December 31, 1995.
A copy of this two page press release is attached to this Report on Form 8-K as
Exhibit A.
(b) During the 10 months ended December 31, 1995, the Company recorded
$0.5 million in additional income (net), consisting of the following unusual
items: income in settlement of litigation against the IRS, associated with an
affiliate of an acquired company, net of an accrual for related expenses ($6.8
million); a charge to accrue the net settlement cost and legal expenses of other
litigation ($4.6 million); a charge to accrue for severance for the termination
of 110 employees in the engineering and international groups ($1.0 million); and
a charge to accrue for consolidation of office space ($0.7 million). As part of
management's continuing efforts to identify areas in which costs can be reduced,
the Company has chosen to terminate a group of underutilized employees and
consolidate office space. Management expects that all actions associated with
the termination of employees and office space consolidation will be completed by
December 31, 1996.
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/ Richard K. Nason
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Richard K. Nason
Executive Vice President &
Chief Financial Officer
Date:
March 12, 1996
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Exhibit A
For Immediate Release Press Contact: Sara Brenner
703/934-3004
Investor Contact: Ronny Webb
703/934-3510
ICF KAISER ANNOUNCES YEAR-END FINANCIAL RESULTS
FAIRFAX, VA, MAR. 12 1996--ICF Kaiser International, Inc. (NYSE:ICF) today
announced financial results for the 10-month period ended December 31, 1995. As
previously announced, ICF Kaiser has changed from a fiscal year ending February
28 to a calendar-based fiscal year. This means that the most recent fiscal year
comprises a 10-month period that ended on December 31, 1995. Subsequent fiscal
years will run from January 1 to December 31.
For the 10-month fiscal period ended December 31, 1995, ICF Kaiser reported
gross revenue of $916.7 million, a 25.2 percent increase over the $732.4 million
for the comparable 10-month period last year. This increase was due primarily to
revenue from a multibillion-dollar contract under which ICF Kaiser and CH2M Hill
Companies Ltd.--as Kaiser-Hill Company, LLC--serve as the integrating management
contractor at the U.S. Department of Energy's (DOE's) Rocky Flats Environmental
Technology Site near Denver, Colorado.
Service revenue for the 10-month fiscal period was $425.9 million, an increase
of 8.6 percent over service revenue of $392.0 million for the same 10-month
period last year. Service revenue excludes subcontracted work and other direct
costs but includes equity income from unconsolidated joint ventures and
affiliated companies. Operating income for 10-month fiscal period was $17.5
million, up 35.7 percent over the $12.9 million in the same 10-month period of
the prior year. The increase in operating income was the result of improvements
in ICF Kaiser's engineering and construction business and additional earnings
from DOE contracts.
Net income for the 10-month fiscal period increased to $2.3 million, a
significant improvement over a net loss of $161,000 in the comparable 10-month
period last year. After accounting for preferred stock dividends, the company
reported 10-month net income available for common shareholders of $449,000, or
$0.02 per share, a market gain over the $0.09 per share loss reported in the
comparable 10-month period in the prior year.
"These year-end results, although modest, show that we have crossed the profit
threshold," said James O. Edwards, Chairman and CEO of ICF Kaiser. "These
profits, along with several new and impressive contract awards in our key
markets, demonstrate our commitment to restoring acceptable levels of continuing
profitability and enhancing shareholder value." The company's recent contract
awards include a $78 million extension to continue providing construction
management services for the $3.4 billion Boston Harbor environmental cleanup
project; a contract to provide first-phase program management services for a new
$300 million international passenger terminal at Ninoy Aquino International
Airport in Manila; and a $102 million contract to provide engineering and other
services for a $350 million mini-mill for a leading steel producer in the Czech
Republic. In addition, the company is on teams that have been selected to clean
up Guanabara Bay in Brazil, and to build, own, and operate a light rail system
in Bangalore, India.
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YEAR-END RESULTS-2
The company noted that year-end results were affected by the temporary lack of a
federal budget agreement, which delayed consulting assignments under new
contracts and new tasks under existing contracts; reduced demand for
private-sector environmental services due to environmental regulatory
uncertainties; and an increase in bib-and-proposal activities.
ICF Kaiser reported a contract backlog of $4.4 billion as of December 31, 1995;
the company reported a $1.4 billion backlog at February 28, 1995. The current
figure includes a backlog value of $2.7 billion for the Rocky Flats contract,
which was awarded in April 1995 to Kaiser-Hill.
For the month ended December 31, 1995, ICF Kaiser reported gross revenue of
$135.6 million and service revenue of $55.4 million. Operating income and net
income for the month were $2.4 million and $618,000, respectively.
ABOUT THE COMPANY
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Headquartered in Fairfax, Virginia, ICF Kaiser is one of the United States'
largest engineering, construction, and consulting services companies. Its 7,500
employees, located in 80 offices around the world, provide fully integrated
capabilities to clients in four related market areas: environment,
infrastructure, industry, and energy. ICF Kaiser reported gross revenue of $1.05
billion for the 12 months ended December 31, 1995. the company has scheduled
Saturday, May 4, 1996, as the date for its 1996 annual meeting of shareholders.
ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES
Selected Consolidated Financial Information
<TABLE>
<CAPTION>
10 Months Ended 10 Months Ended Year Ended
December 31, December 31, February 28,
1995 1994 1995
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(unaudited)
<S> <C> <C> <C>
Gross Revenue $916,744,000 $732,370,000 $861,518,000
Service Revenue $425,896,000 $391,996,000 $459,786,000
Depreciation and Amortization $ 8,357,000 $ 7,688,000 $ 9,232,000
Operating Income $ 17,505,000 $ 12,896,000 $ 13,688,000
Net Income (Loss) $ 2,252,000 $ (161,000) $ (1,661,000)
Net Income (Loss) Available
for Common Shareholders $ 449,000 $ (1,956,000) $ (3,815,000)
Primary and Fully Diluted
Net Income (Loss)
Per Common Share $ 0.02 $ (0.09) $ (0.18)
Primary and Fully Diluted
Weighted Average Common
and Common Equivalent
Shares Outstanding 21,517,000 20,948,000 20,957,000
</TABLE>
