<PAGE>
U.S. 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): January 30, 1997
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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(a) Mr. Robert W. Page, Sr. retired as a director of the Registrant
effective January 16, 1997. Mr. Frederic V. Malek and Ms. Rebecca P. Mark,
resigned as directors of the Registrant due to other business commitments,
effective January 17, 1997, and February 3, 1997, respectively. The Nominating
Committee of the Registrant is actively working to replace these directors.
(b) On January 30, 1997, the Registrant issued a press release
announcing its preliminary year-end and fourth-quarter results. The fiscal year
1996 unaudited gross revenue was $1.25 billion, a 19 percent increase over the
$1.05 billion for the comparable period last year. This increase was due
primarily to revenues related to the contract under which a wholly owned
subsidiary of the Registrant 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) Rocky Flats Environmental Technology Site near
Denver, Colorado.
The Registrant's unaudited service revenue was $532 million for the
year, an increase of 8 percent over the $494 million for the comparable period
last year. Service revenue excludes subcontracted work and other direct costs
but includes equity income from unconsolidated joint ventures and affiliated
companies. Unaudited operating income for the year was $21.2 million, up 16
percent over the comparable period last year. The increase in operating income
was the result of the Registrant's international and consulting operations and
additional earnings from federal-sector contracts.
The Registrant's 1996 unaudited results included a pretax gain of
approximately $9.4 million in other income from the sale of the Registrant's
interest in entities owning and operating a pulverized coal facility. Net
income for the year was $5.8 million (unaudited), an improvement over net income
of $0.8 million for the comparable period last year. After preferred stock
dividends, the Registrant announced unaudited year-end net income available for
common shareholders of $3.7 million, or $0.17 per share, a gain over the ($0.07)
loss per share for 1995.
For the fourth quarter ended December 31, 1996, the Registrant
announced unaudited gross revenue of $228 million and service revenue of $98
million. Fourth quarter unaudited gross revenue of $228 million and service
revenue of $98 million represent declines of 27 percent and 28 percent,
respectively, from 1995's fourth quarter amounts. These declines are a result
of completion of the Registrant's contract at DOE's Hanford Site in Washington
state effective October 1, 1996. Fourth-quarter unaudited operating income of
$10,000 showed a decline from the $5.1 million for the 1995 comparable quarter,
again due primarily to the Registrant's ceased operations at Hanford. Unaudited
net income for the quarter of $2.1 million is an increase over the $825,000 for
the comparable quarter last year. The fourth quarter results include proceeds
from the sale of the pulverized coal facility described above. After accounting
for preferred stock dividends, the Registrant announced $1.6 million of
unaudited net income available for common shareholders, or $0.07 per share.
These results compare with income of $279,000, or $0.01 per share in the fourth
quarter of 1995.
As previously announced, the Registrant changed from a fiscal year
ending February 28 to a fiscal year ending December 31, effective December 31,
1995. As a result, the comparative period financial statements for the three
months and year ended December 31, 1995, were restated to conform with the
presentation used in the unaudited December 31, 1996, financial statements. The
Registrant anticipates releasing its audited financial results for the three
months and year ended December 31, 1996, and its annual report in March.
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ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995
-----------------------------
(Unaudited)
<S> <C> <C>
GROSS REVENUE $1,251,004 $ 1,045,892
Subcontract and direct material costs (723,425) (556,421)
Equity in income of joint ventures and
affiliated companies 4,015 4,215
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SERVICE REVENUE 531,594 493,686
OPERATING EXPENSES
Direct cost of services and overhead 437,127 410,452
Administrative and general 62,939 55,536
Depreciation and amortization 10,348 9,901
Unusual items - (500)
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OPERATING INCOME 21,180 18,297
OTHER INCOME (EXPENSE)
Gain on sale of investment 9,384 -
Interest income 1,256 2,360
Interest expense (17,336) (15,916)
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INCOME BEFORE INCOME TAXES
AND MINORITY INTERESTS 14,484 4,741
Income tax provision 2,607 2,029
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INCOME BEFORE MINORITY INTERESTS 11,877 2,712
Minority interests in net income of subsidiaries 6,043 1,960
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NET INCOME 5,834 752
Preferred stock dividends and accretion 2,178 2,162
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NET INCOME AVAILABLE
FOR COMMON SHAREHOLDERS $ 3,656 $ (1,410)
========== ============
Primary and Fully Diluted
Net Income (Loss) Per Common Share $ 0.17 $ (0.07)
========== ============
</TABLE>
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<PAGE>
ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended December 31,
1996 1995
--------------------------------
(Unaudited)
<S> <C> <C>
GROSS REVENUE $ 227,594 $ 314,097
Subcontract and direct material costs (131,130) (179,140)
Equity in income of joint ventures and
affiliated companies 1,483 1,147
--------- ------------
SERVICE REVENUE 97,947 136,104
OPERATING EXPENSES
Direct cost of services and overhead 82,469 111,986
Administrative and general 12,960 16,917
Depreciation and amortization 2,508 2,575
Unusual items - (500)
--------- ------------
OPERATING INCOME 10 5,126
OTHER INCOME (EXPENSE)
Gain on sale of investment 9,384 -
Interest income 312 872
Interest expense (4,507) (3,799)
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INCOME BEFORE INCOME TAXES
AND MINORITY INTERESTS 5,199 2,199
Income tax provision 1,767 729
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INCOME BEFORE MINORITY INTERESTS 3,432 1,470
Minority interests in net income of subsidiaries 1,318 645
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NET INCOME 2,114 825
Preferred stock dividends and accretion 547 546
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NET INCOME AVAILABLE
FOR COMMON SHAREHOLDERS $ 1,567 $ 279
========= ============
Primary and Fully Diluted
Net Income Per Common Share $ 0.07 $ 0.01
========== ============
</TABLE>
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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/ Timothy P. O'Connor
------------------------
Timothy P. O'Connor
Vice President and Treasurer
Date: February 10, 1997
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