<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 March 31, 1998 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 May 12, 1998, there were 24,149,472 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
Page
Part I - Financial Information
Item 1. Financial Statements:
Consolidated Balance Sheets -
March 31, 1998 and December 31, 1997.................................3
Consolidated Statements of Income and Comprehensive Income -
Three Months Ended March 31, 1998 and 1997...........................4
Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1998 and 1997...........................5
Notes to Consolidated Financial Statements........................6-13
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations........................................14-17
Item 3. Quantitative and Qualitative Disclosures About Market Risk..........18
Part 11 - Other Information
Item 1. Legal Proceedings...................................................18
Item 2. Changes in Securities and Use of Proceeds...........................18
Item 3. Defaults Upon Senior Securities.....................................18
Item 4. Submission of Matters to a Vote of Security Holders.................19
Item 5. Other Information...................................................19
Item 6. Exhibits and Reports on Form 8-K....................................19
2
<PAGE>
ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except shares)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
March 31, December 31,
1998 1997
- ---------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Assets
Current Assets
Cash and cash equivalents $ 31,990 $ 19,198
Contract receivables, net 256,047 264,030
Prepaid expenses and other current assets 12,178 14,490
Deferred income taxes 17,523 15,281
--------- ---------
Total Current Assets 317,738 312,999
--------- ---------
Fixed Assets
Furniture, equipment, and leasehold improvements 49,418 51,446
Less depreciation and amortization (37,454) (39,648)
--------- ---------
11,964 11,798
--------- ---------
Other Assets
Goodwill, net 51,599 47,323
Investments in and advances to affiliates 6,513 7,038
Other 18,516 19,308
--------- ---------
76,628 73,669
--------- ---------
Total Assets $ 406,330 $ 398,466
========= =========
Liabilities and Shareholders' Equity
Current Liabilities
Debt currently payable $ 15 $ 15
Accounts payable 121,345 120,368
Accrued salaries and benefits 37,871 37,654
Other accrued expenses 22,812 26,902
Deferred revenue 37,920 36,527
Income taxes payable 1,114 1,012
--------- ---------
Total Current Liabilities 221,077 222,478
Long-term Liabilities
Long-term debt 141,624 141,004
Other 4,462 4,586
--------- ---------
Total Liabilities 367,163 368,068
--------- ---------
Commitments and Contingencies
Minority Interest 2,567 3,071
Shareholders' Equity
Preferred Stock - -
Common Stock, par value $.01 per share:
Authorized-90,000,000 shares
Issued and outstanding-24,184,581 and 22,475,904 shares 243 225
Additional Paid-in Capital 75,401 67,116
Notes Receivable Collateralized by Common Stock (2,468) (2,422)
Accumulated Deficit (33,763) (34,225)
Cumulative Translation Adjustment (2,813) (3,367)
--------- ---------
Total Shareholders' Equity 36,600 27,327
--------- ---------
Total Liabilities and Shareholders' Equity $ 406,330 $ 398,466
========= =========
- ---------------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES
Consolidated Statements of Income and Comprehensive Income
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Three Months Ended March 31,
-----------------------------------
1998 1997
- ------------------------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Gross Revenue $ 305,256 $ 265,957
Subcontract and direct material costs (199,020) (162,266)
Equity in income of joint ventures
and affiliated companies 1,027 287
--------- ---------
Service Revenue 107,263 103,978
Operating Expenses
Direct labor and fringe benefits 69,435 70,000
Group overhead 22,089 19,827
Corporate general and administrative 4,944 5,184
Depreciation and amortization 2,335 2,369
--------- ---------
Operating Income 8,460 6,598
Other Income (Expense)
Interest income 466 339
Interest expense (4,821) (4,353)
--------- ---------
Income Before Income Taxes and Minority Interests 4,105 2,584
Income tax provision 1,149 568
--------- ---------
Income Before Minority Interests 2,956 2,016
Minority interests in net income of subsidiaries 2,511 1,969
--------- ---------
Net Income $ 445 $ 47
========= =========
Foreign currency translation adjustments 554 (142)
--------- ---------
Comprehensive Income (Loss) $ 999 $ (95)
========= =========
Basic Earnings Per Share $ 0.02 $ 0.00
========= =========
Diluted Earnings Per Share $ 0.02 $ 0.00
========= =========
Weighted average shares for basic earnings per share 23,925 22,259
Effect of dilutive stock options and contingent stock 1,571 60
--------- ---------
Weighted average shares for diluted earnings per share 25,496 22,319
========= =========
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
Three Months Ended
March 31,
-------------------------------------
1998 1997
- -------------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Operating Activities
Net income $ 445 $ 47
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,335 2,369
Provision for losses and contingencies 667 447
Provision for deferred income taxes 1,286 (1,585)
Cash distributions in excess of earnings from
joint ventures and affiliated companies 539 302
Minority interest in net income of subsidiaries 2,567 1,969
Changes in operating assets and liabilities:
Contract receivables, net 14,902 7,803
Prepaid expenses and other current assets 2,392 (802)
Accounts payable and accrued expenses (11,710) (3,308)
Deferred revenue 1,393 (534)
Other liabilities (5,398) 1,689
Other operating activities 580 81
-------- --------
Net Cash Provided by Operating Activities 9,998 8,478
-------- --------
Investing Activities
Cash acquired from (or invested in) subsidiary acquisitions 3,841 (118)
Sales of subsidiaries and/or investments 2,400 16,540
Purchases of fixed assets (1,477) (892)
-------- --------
Net Cash Provided by Investing Activities 4,764 15,530
-------- --------
Financing Activities
Borrowings under revolving credit facility 35,000 23,000
Principal payments on revolving credit facility (34,500) (42,000)
Distribution of income to minority interest (3,071) (950)
Proceeds from issuances of common stock 47 60
Repurchases of common stock - (252)
Debt issuance costs - (277)
-------- --------
Net Cash Used in Financing Activities (2,524) (20,419)
-------- --------
Effect of Exchange Rate Changes on Cash 554 (142)
-------- --------
Increase in Cash and Cash Equivalents 12,792 3,447
Cash and Cash Equivalents at Beginning of Period 19,198 16,761
-------- --------
Cash and Cash Equivalents at End of Period $ 31,990 $ 20,208
========= ========
Supplemental cash flow information is as follows:
Cash payments for interest $ 90 $ 281
Cash payments for income taxes - 9
Non-cash transactions:
Issuance of common stock 8,455 287
Reacquisition of common stock (218) -
- -------------------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying consolidated financial statements of ICF Kaiser International,
Inc. and subsidiaries (the Company), except for the December 31, 1997 balance
sheet (derived from audited financial statements), 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 December 31, 1997 and the information
included in the Company's Annual Report to the Securities and Exchange
Commission (SEC) on Form 10-K for the year ended December 31, 1997. Certain
reclassifications have been made to the prior period financial statements to
conform them to the presentation used in the March 31, 1998 financial
statements.
2. Adoption of New Pronouncements
In June, 1997, the Financial Accounting Standards Board issued FASB Statement
No. 130 - Reporting Comprehensive Income. The Statement requires that companies
begin reporting comprehensive income during the fiscal year beginning after
December 15, 1997. Comprehensive income is therein defined as the change in
equity during a period from transactions and other events and circumstances from
nonowner sources. It includes all changes in equity during a period except those
resulting from investments by owners and distributions to owners. The Company
has adopted the Statement effective the first quarter of 1998.
3. Net Income Per Common Share
In 1997, the Company adopted the Statement of Financial Accounting Standards No.
128, Earnings per Share (SFAS No. 128). All EPS computation periods presented in
these financial statements have been restated to conform to SFAS No. 128. Basic
EPS is computed by dividing net income by the weighted average number of common
shares outstanding for the period. The assumed proceeds from the exercise of
dilutive securities are used to purchase common stock at the average market
price during the period. The difference between the number of shares assumed
issued and the number of shares assumed purchased is added to the basic EPS
denominator in order to derive the diluted EPS denominator.
4. Claims
In connection with significant cost overruns incurred on a large fixed price
contract to construct a plant to produce nitric acid, the Company is vigorously
pursuing significant claims which it believes are justified against a third
party subcontractor. The Company recognized approximately $1.8 million in claims
revenue during the quarter ended March 31, 1998 associated with this matter. The
total claims receivable remaining uncollected from this matter was $3.1 million
as of March 31, 1998. This amount represents that portion of the total cost
overruns incurred for which the Company has recognized claim revenue to date.
5. Contingencies
In the course of the Company's normal business activities, various claims or
charges have been 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, that might be rendered
against the Company in such litigation.
6
<PAGE>
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 presently are known to have been filed
against the Company by these agencies. Management does not believe that there
will be any material adverse effect on the Company's financial position, results
of operations, or cash flows as a result of these investigations.
The Company has a substantial number of cost-reimbursement contracts with the
U.S. government, the costs of which are subject to audit by the U.S. government.
As a result of audits related to fiscal years 1986 forward, the government has
asserted, among other things, that certain costs claimed as reimbursable under
government contracts either were not allowable or not allocated in accordance
with federal procurement regulations. The Company is actively working with the
government to resolve these issues. The Company has provided for an estimate of
the potential effect of issues that have been quantified, including an estimate
of disallowed costs for the periods currently under audit and for periods not
yet audited. Many of these issues, however, have not yet been completely
quantified by the government or by the Company, and others are qualitative in
nature, and their potential financial impact, if any, is not quantifiable by the
government or the Company at this time. Provisions for reserves are reviewed
periodically as progress with the government ensues.
6. Guarantor Subsidiaries
Pursuant to SEC rules regarding publicly held debt, the Company is required to
provide financial information for wholly owned subsidiaries of ICF Kaiser
International, Inc. (Subsidiary Guarantors) which unconditionally guarantee the
payment of the principal, premium, if any, and interest on the Company's Senior
Subordinated Notes and Series B Senior Notes. The Subsidiary Guarantors are
Cygna Consulting Engineers and Project Management, Inc; ICF Kaiser Government
Programs, Inc; PCI Operating Company, Inc; Systems Applications International,
Inc; EDA, Incorporated; Global Trade & Investment, Inc; ICF Kaiser Europe, Inc;
ICF Kaiser/Georgia Wilson, Inc; ICF Kaiser Overseas Engineering, Inc; ICF Kaiser
Engineers Pacific, Inc; ICF Kaiser Remediation Company; and ICF Kaiser Systems,
Inc.
Presented below is condensed consolidating financial information for ICF Kaiser
International, Inc. (Parent Company), the Subsidiary Guarantors, and the
Non-Guarantor Subsidiaries. The information, except for the December 31, 1997
condensed consolidating balance sheet, is unaudited.
Investments in subsidiaries have been presented using the equity method of
accounting. The Company does not have a formal tax-sharing arrangement with its
subsidiaries and has allocated taxes to its subsidiaries based on the Company's
overall effective tax rate.
7
<PAGE>
ICF Kaiser International, Inc. and Subsidiaries
Condensed Consolidating Balance Sheet
March 31, 1998
(In thousands)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
ICF Kaiser
Parent Subsidiary Non-Guarantor International, Inc.
Company Guarantors Subsidiaries Eliminations Consolidated
--------- ---------- -------------- ------------ ------------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Assets
Current Assets
Cash and cash equivalents $ (2,804) $ 14,774 $ 20,020 $ - $ 31,990
Contract receivables, net 1,192 86,116 168,739 - 256,047
Intercompany receivables, net 122,421 5,443 (127,864) - -
Prepaid expenses and other current assets 4,234 706 7,238 - 12,178
Deferred income taxes 13,892 - 3,631 - 17,523
--------- ---------- -------------- ------------ -----------------
Total Current Assets 138,935 107,039 71,764 - 317,738
--------- ---------- -------------- ------------ -----------------
Fixed Assets
Furniture, equipment, and leasehold improvements 10,096 2,505 36,817 - 49,418
Less depreciation and amortization (5,721) (2,290) (29,443) - (37,454)
--------- ---------- -------------- ------------ -----------------
4,375 215 7,374 - 11,964
--------- ---------- -------------- ------------ -----------------
Other Assets
Goodwill, net 250 4,695 46,654 - 51,599
Other 68,668 1,666 22,807 (68,112) 25,029
--------- ---------- -------------- ------------ -----------------
68,918 6,361 69,461 (68,112) 76,628
--------- ---------- -------------- ------------ -----------------
Total Assets $ 212,228 $ 113,615 $ 148,599 $ (68,112) $ 406,330
========== ========== ============== ============ =================
Liabilities and Shareholders' Equity
Current Liabilities
Current portion of long-term debt $ - $ - $ 15 $ - $ 15
Accounts payable and other accrued expenses 17,092 75,571 43,014 - 135,677
Accrued salaries and employee benefits 4,376 15,292 18,203 - 37,871
Other 7,848 1,521 38,145 - 47,514
--------- ---------- -------------- ------------ -----------------
Total Current Liabilities 29,316 92,384 99,377 - 221,077
Long-term Liabilities
Long-term debt, less current portion 141,624 - - - 141,624
Other 2,276 26 2,160 - 4,462
--------- ---------- -------------- ------------ -----------------
Total Liabilities 173,216 92,410 101,537 - 367,163
--------- ---------- -------------- ------------ -----------------
Minority Interests in Subsidiaries - 2,538 29 - 2,567
Shareholders' Equity
Common Stock 230 149 8,171 (8,307) 243
Additional Paid-in Capital 75,172 2,796 58,549 (61,116) 75,401
Accumulated Earnings (Deficit) (33,922) 15,898 (17,050) 1,311 (33,763)
Other Equity (2,468) (176) (2,637) - (5,281)
--------- ---------- -------------- ------------ -----------------
Total Shareholders' Equity 39,012 18,667 47,033 (68,112) 36,600
--------- ---------- -------------- ------------ -----------------
Total Liabilities and Shareholders' Equity $ 212,228 $ 113,615 $ 148,599 $ (68,112) $ 406,330
========== ========== ============== ============ =================
</TABLE>
- --------------------------------------------------------------------------------
8
<PAGE>
ICF Kaiser International, Inc. and Subsidiaries
Condensed Consolidating Balance Sheet
December 31, 1997
(In thousands)
================================================================================
<TABLE>
<CAPTION>
ICF Kaiser
Parent Subsidiary Non-Guarantor International, Inc.
Company Guarantors Subsidiaries Eliminations Consolidated
--------- ---------- ------------- ------------ -------------------
<S> <C> <C> <C> <C> <C>
Assets
Current Assets
Cash and cash equivalents $ (5,665) $ 10,259 $ 14,604 $ - $ 19,198
Contract receivables, net 3,210 97,055 163,765 - 264,030
Intercompany receivables, net 136,629 1,989 (138,618) - -
Prepaid expenses and other current assets 4,181 479 9,830 - 14,490
Deferred income taxes 14,749 - 532 - 15,281
--------- --------- --------- --------- ---------
Total Current Assets 153,104 109,782 50,113 - 312,999
--------- --------- --------- --------- ---------
Fixed Assets
Furniture, equipment, and leasehold improvements 9,728 2,505 39,213 - 51,446
Less depreciation and amortization (5,361) (2,275) (32,012) - (39,648)
--------- --------- --------- --------- ---------
4,367 230 7,201 - 11,798
--------- --------- --------- --------- ---------
Other Assets
Goodwill, net - 4,793 42,530 - 47,323
Other 50,528 1,847 22,082 (48,111) 26,346
--------- --------- --------- --------- ---------
50,528 6,640 64,612 (48,111) 73,669
--------- --------- --------- --------- ---------
Total Assets $ 207,999 $ 116,652 $ 121,926 $ (48,111) $ 398,466
========= ========= ========= ========= =========
Liabilities and Shareholders' Equity
Current Liabilities
Current portion of long-term debt $ - $ - $ 15 $ - $ 15
Accounts payable and other accrued expenses 23,186 80,026 35,121 - 138,333
Accrued salaries and employee benefits 6,938 16,722 13,994 - 37,654
Other 4,138 905 41,433 - 46,476
--------- --------- --------- --------- ---------
Total Current Liabilities 34,262 97,653 90,563 - 222,478
Long-term Liabilities
Long-term debt, less current portion 141,004 - - - 141,004
Other 2,437 26 2,123 - 4,586
--------- --------- --------- --------- ---------
Total Liabilities 177,703 97,679 92,686 - 368,068
--------- --------- --------- --------- ---------
Minority Interests in Subsidiaries - 3,071 - - 3,071
Shareholders' Equity
Common Stock 214 149 128 (266) 225
Additional Paid-in Capital 66,888 2,796 58,548 (61,116) 67,116
Accumulated Earnings (Deficit) (34,384) 13,221 (26,333) 13,271 (34,225)
Other Equity (2,422) (264) (3,103) - (5,789)
--------- --------- --------- --------- ---------
Total Shareholders' Equity 30,296 15,902 29,240 (48,111) 27,327
--------- --------- --------- --------- ---------
Total Liabilities and Shareholders' Equity $ 207,999 $ 116,652 $ 121,926 $ (48,111) $ 398,466
========= ========= ========= ========= =========
</TABLE>
- --------------------------------------------------------------------------------
9
<PAGE>
ICF Kaiser International, Inc. and Subsidiaries
Condensed Consolidating Statement of Income and Comprehensive Income
Three Months Ended March 31, 1998
(In thousands)
<TABLE>
<CAPTION>
====================================================================================================================================
ICF Kaiser
Parent Subsidiary Non-Guarantor International, Inc.
Company Guarantors Subsidiaries Eliminations Consolidated
------------ ------------ ------------- ------------ -------------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Gross Revenue $ (164) $ 146,510 $ 158,910 $ - $ 305,256
Subcontract and direct material costs (175) (107,519) (91,326) - (199,020)
Equity in income of joint ventures and
affiliated companies and subsidiaries 10,593 - 2,091 (11,657) 1,027
------------ ------------ ------------- ------------ ------------
Service Revenue 10,254 38,991 69,675 (11,657) 107,263
Operating Expenses
Operating expenses 4,288 32,660 59,520 - 96,468
Depreciation and amortization 663 292 1,380 - 2,335
------------ ------------ ------------- ------------ ------------
Operating Income 5,303 6,039 8,775 (11,657) 8,460
Other Income (Expense)
Interest and investment income 131 123 270 (58) 466
Interest expense (4,816) (46) (12) 53 (4,821)
------------ ------------ ------------- ------------ ------------
Income (Loss) Before Income Taxes and
Minority Interests 618 6,116 9,033 (11,662) 4,105
Income tax provision (benefit) 173 1,712 2,529 (3,265) 1,149
------------ ------------ ------------- ------------ ------------
Income Before Minority Interests 445 4,404 6,504 (8,397) 2,956
Minority interests in net income of subsidiaries - 2,538 (27) - 2,511
------------ ------------ ------------- ------------ ------------
Net Income $ 445 $ 1,866 $ 6,531 $ (8,397) $ 445
============ ============ ============= ============ ============
Foreign currency translation adjustment 554 - - - 554
------------ ------------ ------------- ------------ ------------
Comprehensive Income (Loss) $ 999 $ 1,866 $ 6,531 $ (8,397) $ 999
============ ============ ============= ============ ============
</TABLE>
- --------------------------------------------------------------------------------
10
<PAGE>
ICF Kaiser International, Inc. and Subsidiaries
Condensed Consolidating Statement of Income and Comprehensive Income
Three Months Ended March 31, 1997
(In thousands)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
ICF Kaiser
Parent Subsidiary Non-Guarantor International, Inc.
Company Guarantors Subsidiaries Eliminations Consolidated
--------- ---------- -------------- ------------ ------------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Gross Revenue $ 457 $ 160,376 $ 105,124 $ - $ 265,957
Subcontract and direct material costs (174) (119,633) (42,459) - (162,266)
Equity in income of joint ventures and
affiliated companies and subsidiaries 9,325 - 57 (9,095) 287
--------- ---------- -------------- ------------ ------------------
Service Revenue 9,608 40,743 62,722 (9,095) 103,978
Operating Expenses
Operating expenses 4,809 36,224 53,978 - 95,011
Depreciation and amortization 541 293 1,535 - 2,369
--------- ---------- -------------- ------------ ------------------
Operating Income 4,258 4,226 7,209 (9,095) 6,598
Other Income (Expense)
Interest income 90 126 151 (28) 339
Interest expense (4,288) (79) (9) 23 (4,353)
--------- ---------- -------------- ------------ ------------------
Income Before Income Taxes and
Minority Interests 60 4,273 7,351 (9,100) 2,584
Income tax provision (benefit) 13 940 1,617 (2,002) 568
--------- ---------- -------------- ------------ ------------------
Income Before Minority Interests 47 3,333 5,734 (7,098) 2,016
Minority interests in net income of subsidiaries - 1,969 - - 1,969
--------- ---------- -------------- ------------ ------------------
Net Income $ 47 $ 1,364 $ 5,734 $ (7,098) $ 47
========= ========== ============== ============ ==================
Foreign currency translation adjustment (142) - - - (142)
--------- ---------- -------------- ------------ ------------------
Comprehensive Income (Loss) $ (95) $ 1,364 $ 5,734 $ (7,098) $ (95)
========= ========== ============== ============ ==================
</TABLE>
- --------------------------------------------------------------------------------
11
<PAGE>
ICF Kaiser International, Inc. and Subsidiaries
Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 1998
(In thousands)
<TABLE>
<CAPTION>
====================================================================================================================================
ICF Kaiser
Parent Subsidiary Non-Guarantor International, Inc.
Company Guarantors Subsidiaries Eliminations Consolidated
--------- ---------- -------------- ------------ ------------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Net Cash Provided by (Used in) Operating Activities $ (4,112) $ 7,586 $ 6,524 $ - $ 9,998
========= ========== ============== ============ ==================
Investing Activities
Purchases of fixed assets (369) - (1,108) - (1,477)
Cash acquired from (invested in) subsidiary acquisitions 3,841 3,841
Sale of subsidiaries and/or investments 2,400 - - - 2,400
--------- ---------- -------------- ------------ ------------------
Net Cash Used in Investing Activities 5,872 - (1,108) - 4,764
--------- ---------- -------------- ------------ ------------------
Financing Activities
Borrowings under credit facility 35,000 - - - 35,000
Principal payments on credit facility (34,500) - - - (34,500)
Distribution of income to minority interest - (3,071) - - (3,071)
Proceeds from issuances of common stock 47 - - - 47
--------- ---------- -------------- ------------ ------------------
Net Cash Used in Financing Activities 547 (3,071) - - (2,524)
--------- ---------- -------------- ------------ ------------------
Effect of Exchange Rate Changes on Cash 554 - - - 554
--------- ---------- -------------- ------------ ------------------
Increase (Decrease) in Cash and Cash Equivalents 2,861 4,515 5,416 - 12,792
Cash and Cash Equivalents at Beginning of Period (5,665) 10,259 14,604 - 19,198
--------- ---------- -------------- ------------ ------------------
Cash and Cash Equivalents at End of Period $ (2,804) $ 14,774 $ 20,020 $ - $ 31,990
========= ========== ============== ============ ==================
</TABLE>
- --------------------------------------------------------------------------------
12
<PAGE>
ICF Kaiser International, Inc. and Subsidiaries
Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 1997
(In thousands)
<TABLE>
<CAPTION>
====================================================================================================================================
ICF Kaiser
Parent Subsidiary Non-Guarantor International, Inc.
Company Guarantors Subsidiaries Eliminations Consolidated
--------- ---------- ------------- ------------ -------------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Net Cash Provided by (Used in) Operating Activities $ 24,907 $ (4,112) $ (12,312) $ (5) $ 8,478
--------- ---------- ------------- ------------ ------------------
Investing Activities
Purchases of fixed assets (332) (17) (543) - (892)
Cash acquired from (invested in) subsidiary acquisitions - (13) (105) - (118)
Sale of subsidiaries and subsidiary assets - 2,763 13,777 - 16,540
--------- ---------- ------------- ------------ ------------------
Net Cash Used in Investing Activities (332) 2,733 13,129 - 15,530
--------- ---------- ------------- ------------ ------------------
Financing Activities
Borrowings under credit facility 23,000 - - - 23,000
Principal payments on credit facility (42,000) - - - (42,000)
Distribution of income to minority interest - (950) - - (950)
Proceeds from issuances of common stock 60 - - - 60
Repurchases of common stock (252) - - - (252)
Debt issuance costs (277) - - - (277)
--------- ---------- ------------- ------------ ------------------
Net Cash Used in Financing Activities (19,469) (950) - - (20,419)
--------- ---------- ------------- ------------ ------------------
Effect of Exchange Rate Changes on Cash (142) - - - (142)
--------- ---------- ------------- ------------ ------------------
Increase (Decrease) in Cash and Cash Equivalents 4,964 (2,329) 817 (5) 3,447
Cash and Cash Equivalents at Beginning of Period (7,720) 12,205 12,770 (494) 16,761
--------- ---------- ------------- ------------ ------------------
Cash and Cash Equivalents at End of Period $ (2,756) $ 9,876 13,587 $ (499) $ 20,208
========= ========= ============= ============ ==================
</TABLE>
- --------------------------------------------------------------------------------
13
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview
ICF Kaiser International, Inc. and subsidiaries (the Company) provide
engineering, construction, program management, and consulting services primarily
to clients in a variety of market areas, including industry, transportation,
infrastructure, environment, energy, information technology, housing, economic
development, and microelectronics.
In the aggregate, the Company's results for the three months ended March 31,
1998 approximated previously established internal targets for the quarter.
Individually, two of the operating groups met or exceeded their plan while one
group fell slightly short. Unexpected delays in the awarding of specific task
orders under several large government contracts were the primary reason for the
shortfall. Management believes that the previously expected levels of task order
awards on these contracts will still materialize in 1998, although in later
quarters than originally projected. Shortfalls from operations were somewhat
offset by general and administrative spending during the quarter at levels less
than originally planned.
Also contributing favorably to the Company's performance was the acquisition
effective on January 1, 1998, of ICT Spectrum Constructors, Inc. (ICT), a
contractor based in Boise, Idaho, specializing in construction management of
fabrication plants and other facilities for semiconductor and microelectronics
customers. The transaction was completed on March 17, 1998. Each share of ICT
was exchanged for shares of the Company, resulting in the issuance of 1.5
million unregistered shares of the Company's common stock. These shares are
restricted against transfer for 3 years. The results of ICT's operations were
accretive to the Company's results for the three months ended March 31, 1998.
The Company's total contract backlog at March 31, 1998 was essentially unchanged
from that as of December 31, 1997. Excluding the effect on contract backlog of
the Rocky Flats project being performed by the Kaiser-Hill subsidiary, contract
backlog increased by $141 million, or 8%, during the quarter ended March 31,
1998 over the December 31, 1997 balance. The increase in backlog was largely
attributable to the award of a 31-month, $187 million contract to provide
engineering and construction services for a land-level transfer facility and new
dry dock at Bath Iron Works in Bath, Maine.
Results of Operations
Revenue
- -------
The Company's revenue by operating group for the three months ended March 31,
1998 and 1997 is as follows (in millions):
<TABLE>
<CAPTION>
1998 1997
------------------------------------- ------------------------------------
Gross(1) Service(1) (2) Gross(1) Service(1) (2)
------- ---------- ------ -------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Environment and facilities management $ 164.0 $ 48.5 29.6% $ 178.4 $ 52.4 29.4%
Engineering and construction 117.5 38.9 33.1% 66.3 33.0 49.8%
Consulting 25.4 19.9 78.3% 22.2 17.6 79.3%
Other, net (1.6) - 0.0% (0.9) 1.0 -111.1%
------- ------- ------- -------
Total $ 305.3 $ 107.3 35.1% $ 266.0 $ 104.0 39.1%
======= ======= ======= =======
</TABLE>
14
<PAGE>
(1) The Company reports gross revenue and service revenue. 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 materials from gross revenue and adding the
Company's share of the equity in income of unconsolidated joint ventures
and affiliated companies.
(2) This column reflects service revenue as a percentage of gross revenue.
Gross revenue for the three months ended March 31, 1998 increased by $39.3
million, or 14.8%, compared to the three months ended March 31, 1997.
Approximately $37.8 million of the increase in gross revenue was primarily due
to the E&C Group's acquisition of ICT effective January 1, 1998. The remaining
gross revenue increases were largely in international areas of the E&C Group and
in the information management area of the Consulting Group. These increases were
somewhat offset by decreases in the Rocky Flats contract which is part of the
EFM Group and performed by the Kaiser-Hill subsidiary. The Rocky Flats contract
generated $141.0 million and $35.7 million in gross and service revenue,
respectively, in the first quarter of 1998 versus $155.0 million and $37.6
million in gross and service revenue, respectively, in the first quarter of
1997. These decreases in the first quarter of 1998 were due to differences in
the timing of spending for subcontracted services and also due to differences in
the timing in the completion of certain contract tasks when compared to the
similar quarter's activity in 1997. Management expects the subcontractor
spending will increase over the remaining quarters of 1998 to approximate 1997
levels.
Service revenue increased by $3.3 million, or 3.2%, for the three months ended
March 31, 1998 as compared to the same three months in 1997. Approximately $2.7
million of the increase was due to service revenue generated by ICT.
Additionally, equity in income from joint ventures and affiliated companies
increased by $0.7 million due to an increase in earnings of a 50%-owned joint
venture formed to perform a contract involving a facility expansion project for
an alumina refinery in Australia. Activities of the joint venture began late in
1997.
Service revenue as a percentage of gross revenue decreased to 35.1% for the
three months ended March 31, 1998 compared to 39.1% for the same period in 1997.
Service revenue generated by ICT of 7.1% of its gross revenue is significantly
lower than the percentage for the remainder of the Company primarily because ICT
is a general construction contractor and therefore subcontracts services and
procures large material purchases for the majority of its projects. As a result,
the service revenue as a percentage of gross revenue for the Company as a whole
will likely decrease in the future as ICT's business grows. Excluding ICT, the
volume of subcontract and direct material costs as a percentage of gross revenue
remained constant during the quarter ended March 31, 1998 versus the same
quarter in 1997 at 61%.
Operating Expenses
- ------------------
Operating expenses reflected as a percentage of service revenue are shown below:
Three months ended
March 31,
------------------
1998 1997
------- ------
Service Revenue 100% 100%
Operating Expenses
Direct labor and fringe benefits 64% 68%
Group overhead (1) 21% 19%
Corporate general and administrative (2) 5% 5%
Depreciation and amortization 2% 2%
- -
Operating Income 8% 6%
== ==
(1) Group overhead represents those general and administrative costs incurred
by the Company's operating groups for which an indirect benefit is
generally not derived by any other operating group.
(2) Corporate general and administrative expense consists of costs incurred by
the Company which provide some indirect benefit to all operating groups.
15
<PAGE>
Direct labor and fringe benefits incurred by ICT of $1.6 million are included in
the results for the three months ended March 31, 1998. Excluding ICT, direct
labor and fringe benefits would have decreased to $67.8 million in the first
quarter of 1998 versus $70.0 million in the same quarter of 1997, indicating an
improvement in margins recognized on currently performing contracts.
Group overhead increased by $2.3 million during the three months ended March 31,
1998 compared to the same period in 1997. The increase reflects the inclusion of
$0.5 million in general and administrative costs incurred by ICT, a $0.7 million
charge to increase reserves for contingencies and lastly, a combination of
other increases in marketing and administrative expenses which were not incurred
at similar levels during the same quarter in 1997. The fluctuation in group
overhead expenses from the 1997 quarterly results to the 1998 quarterly results
is not expected to be as significant in the subsequent quarters of this year.
Corporate general and administrative expense remained relatively unchanged
quarter over quarter both in absolute dollars and as a percentage of service
revenue.
Interest Expense
- ----------------
Interest expense increased $0.5 million during the three months ended March 31,
1998 versus the same quarter in 1997. Included, however, in interest expense for
the first quarter of 1997 was a reduction in expense of $0.4 million reflecting
the favorable resolution of a foreign income tax matter.
Income Tax Expense
- ------------------
The Company's effective income tax rate increased to 28% during the quarter
ended March 31, 1998 versus 22% for the quarter ended March 31, 1997. The
increase is attributable to the tax effects of projected growth in the Company's
earnings by foreign operations and to increases in goodwill amortization from
the ICT acquisition. The income tax provision for both periods presented was
computed by excluding the minority interest in Kaiser-Hill's income because
Kaiser-Hill is a flow-through entity for tax purposes and is owned partially by
an outside party.
Liquidity and Capital Resources
During the three months ended March 31, 1998, cash and cash equivalents
increased over $12.8 million to $32.0 million. Operating activities generated
$10.0 million in cash, investing activities provided $4.8 million in cash, and
financing activities used $2.5 million in cash. The effect of foreign currency
exchange rate fluctuations on cash also increased the first quarter's ending
cash balance by $0.5 million.
Operating Activities
- --------------------
The Company's cash flow from operations is the combination of operating income,
charges to income that do not require the use of cash, such as depreciation and
amortization and other proceeds of cash that do not result in increases to
operating income.
Investing Activities
- --------------------
The acquisition of ICT, via an exchange of shares of common stock, brought $3.8
million in cash to the Company during the first quarter of 1998. Additionally,
during the quarter ended March 31, 1998, the Company collected $2.4 million
generated by the 1997 sale of its remaining minority investment in entities that
own and operate a pulverized coal injection facility. The Company sold the
majority of this investment in 1996 and collected the sales price of $16.5
million in the first quarter of 1997.
Other uses of cash for investing purposes continue to consist of outlays for
fixed assets, primarily software, computers and consulting expenditures
necessary to complete the Company's implementation of a new financial system by
the end of 1998. The consulting expenditures were not incurred at the same level
during the comparable quarter in 1997.
16
<PAGE>
Also during the first quarter of 1998, however, with no cash impact, the Company
wrote off fully depreciated leasehold improvements of approximately $4.0 million
Financing Activities
- --------------------
Net activity in credit facility borrowings added $0.5 million in cash while
payments of minority interest made in the first quarter of 1998 used $3.1
million in cash. As of March 31, 1998, the Company had $4.5 million in cash
borrowings, $22.7 million of performance letters of credit outstanding, and
$16.7 million of additional credit available under the credit facility.
Additionally during the quarter, the Company received notice that the credit
facility used by the Kaiser-Hill subsidiary, which expires on June 30, 1998,
will be renewed for another twelve months.
Liquidity and Capital Resources Outlook
- ---------------------------------------
The Company believes that current projected levels of cash flows and the
availability of financing, including borrowings under the Company's credit
facility, will be adequate to fund its current level of operations, including
interest obligations, throughout the next 12 months.
The credit facility limits the Company's ability to make acquisitions and other
investments, and the Indentures governing the Company's Series B Senior Notes
and Senior Subordinated Notes limit the Company's ability to make restricted
payments, including certain payments in connection with investments and
acquisitions. Limitations imposed by the credit facility and the Indentures mean
that it will be necessary for the Company to obtain permission from its lenders
in order to issue additional equity securities for the funding of any
significant acquisitions and/or joint ventures.
In addition to the cash requirements of the Company's daily operations, the
Company has semiannual interest payments of $9.1 million due in June and
December for the Series B Senior Notes and Senior Subordinated Notes. The
Company expects to meet this interest obligation with either operating cash
flows or borrowings under its credit facility. The Company is also contemplating
the near-term opportunity to redeem the Series B Senior Notes and the Senior
Subordinated Notes, both due in 2003, which can be called on December 31, 1998.
Impact of New Accounting Standard
In June, 1997, the Financial Accounting Standards Board issued FASB Statement
No. 130 - Reporting Comprehensive Income. The Statement requires that companies
begin reporting Comprehensive Income during the fiscal year beginning after
December 15, 1997. Comprehensive income is therein defined as the change in
equity during a period from transactions and other events and circumstances from
non-owner sources. It includes all changes in equity during a period except
those resulting from investments by owners and distributions to owners. The
Company has adopted the Statement effective with the first quarter of 1998.
In June, 1997, the Financial Accounting Standards Board also issued FASB
Statement No. 131 - Disclosures about Segments of an Enterprise and Related
Information. The Statement establishes standards for the way that public
business enterprise report information about operating segments and requires
that those enterprises report selected information about operating segments in
interim financial reports issued to shareholders. The Statement is effective for
fiscal years beginning after December 15, 1997 and does not require application
in interim financial statements in the initial year of adoption. Accordingly,
the Company will adopt the Statement as part of its financial statements for the
year ended December 31, 1998 and will not include disclosures in its 1998
interim financial statements.
In February, 1998, the Financial Accounting Standards Board issued FASB
Statement No. 132 - Employers' Disclosures about Pensions and Other
Postretirement Benefits. The Statement revised employers' disclosures about
pension and other postretirement benefit plans. It does not change the
measurement or recognition of those plans. The Statement is effective for fiscal
years beginning after December 15, 1997. The Company will adopt the disclosure
requirements in its financial statements for the year ended December 31, 1998.
17
<PAGE>
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Applicable to Company for filings that include financial statements for fiscal
years ending after June 15, 1998.
Part II - Other Information
Item 1. Legal Proceedings
As previously reported in the Annual Report on Form 10-K for the year ended
December 31, 1997.
Item 2. Changes in Securities and Use of Proceeds
(a) None
(b) None
(c) On February 18, 1998, the Company's Board of Directors approved the
acquisition of ICT Spectrum Constructors, Inc., a contractor based in Boise,
Idaho, specializing in construction management of fabrication plants and other
facilities for semiconductor and microelectronics customers. The transaction,
which was not underwritten, closed on March 17, 1998.
Each share of ICT Spectrum stock was exchanged for shares of the
Company's common stock, resulting in the issuance of 1.5 million shares of ICF
Kaiser common stock. The exchanged ICF Kaiser shares carry the guarantee that
the fair market value of each share of stock will reach $5.36 by March 1, 2001.
In the event the fair market value does not attain the guaranteed level, the
Company is obligated to make up the shortfall either through the payment of cash
or by issuing additional shares of its common stock, depending upon the
Company's preference. Given that the current fair market value of the Company's
stock is significantly below the amount of the guarantee and that the Company's
current credit facility and Indentures governing the Company's Series B Senior
Notes and Senior Subordinated Notes restrict the amount of cash that can be used
to make up the shortfall, the Company will be required to assume that any
periodic shortfall from the guaranteed price will be settled through the
issuance of additional shares of common stock. Total contingently issuable
shares of common stock, however, cannot exceed 1.5 million. Any additional
shares assumed issued will be included in the diluted earnings per share
calculations for applicable future reporting periods until the earlier of the
contingency resolution or March 1, 2001. The acquisition was accounted for as a
purchase and resulted in approximately $5.0 million of goodwill which will be
amortized over 12 years.
The 1.5 million shares were not registered under the Securities Act of
1933. The Company relied on Section 4(2) of that Act for this offering to a
limited number of ICT Spectrum employees who became Company employees at the
closing. The offerees were represented by a Purchaser Representative and were
provided with substantial disclosure comparable to that required under
Regulation D. The unregistered shares contain restrictions preventing their sale
prior to March 1, 2001.
(d) Not applicable
Item 3. Defaults Upon Senior Securities
(a) None
(b) None
18
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
On May 1, 1998, the shareholders of the Company elected Mr. Michael E.
Tennenbaum to be a new outside director of the Company; his term expires in
2001.
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) Reports on Form 8-K
None
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: May 14, 1998 /s/ Kenneth L. Campbell
-----------------------
Kenneth L. Campbell
Executive Vice President
and Chief Financial Officer
(Duly authorized officer and
principal financial officer)
19
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 31,990,000
<SECURITIES> 0
<RECEIVABLES> 264,667,000
<ALLOWANCES> 8,620,000
<INVENTORY> 0
<CURRENT-ASSETS> 317,738,000
<PP&E> 49,418,000
<DEPRECIATION> 37,454,000
<TOTAL-ASSETS> 406,330,000
<CURRENT-LIABILITIES> 221,077,000
<BONDS> 141,624,000<F1>
0
0
<COMMON> 243,000
<OTHER-SE> 36,357,000
<TOTAL-LIABILITY-AND-EQUITY> 406,330,000
<SALES> 0
<TOTAL-REVENUES> 305,256,000<F2>
<CGS> 0
<TOTAL-COSTS> 268,455,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 667,000
<INTEREST-EXPENSE> 4,821,000
<INCOME-PRETAX> 4,105,000
<INCOME-TAX> 1,149,000
<INCOME-CONTINUING> 445,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 445,000
<EPS-PRIMARY> 0.02
<EPS-DILUTED> 0.02
<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.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 10-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> MAR-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 16,357,000
<SECURITIES> 0
<RECEIVABLES> 237,674,000
<ALLOWANCES> 9,435,000
<INVENTORY> 0
<CURRENT-ASSETS> 277,441,000
<PP&E> 42,909,000
<DEPRECIATION> 33,369,000
<TOTAL-ASSETS> 369,517,000
<CURRENT-LIABILITIES> 192,852,000
<BONDS> 120,112,000<F1>
19,787,000
0
<COMMON> 213,000
<OTHER-SE> 28,214,000
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<SALES> 0
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<CGS> 0
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<LOSS-PROVISION> 601,000
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<EPS-PRIMARY> 0.02
<EPS-DILUTED> 0.02
<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.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
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<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
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<DEPRECIATION> 34,718,000
<TOTAL-ASSETS> 361,626,000
<CURRENT-LIABILITIES> 172,085,000
<BONDS> 129,173,000<F1>
19,838,000
0
<COMMON> 218,000
<OTHER-SE> 30,572,000
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<EPS-PRIMARY> 0.04
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<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.
</FN>
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<TABLE> <S> <C>
<PAGE>
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19,889,000
0
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<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.
</FN>
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<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.
</FN>
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0
0
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<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.
</FN>
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0
0
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<TOTAL-COSTS> 232,266,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 447,000
<INTEREST-EXPENSE> 4,353,000
<INCOME-PRETAX> 2,584,000
<INCOME-TAX> 568,000
<INCOME-CONTINUING> 47,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 47,000
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
<FN>
<F1>Excludes current portion of bonds, mortgage, 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.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 12,355,000
<SECURITIES> 0
<RECEIVABLES> 256,812,000
<ALLOWANCES> 10,013,000
<INVENTORY> 0
<CURRENT-ASSETS> 281,334,000
<PP&E> 50,874,000
<DEPRECIATION> 38,108,000
<TOTAL-ASSETS> 370,653,000
<CURRENT-LIABILITIES> 182,590,000
<BONDS> 141,767,000<F1>
0
0
<COMMON> 224,000
<OTHER-SE> 34,278,000
<TOTAL-LIABILITY-AND-EQUITY> 370,653,000
<SALES> 0
<TOTAL-REVENUES> 507,543,000<F2>
<CGS> 0
<TOTAL-COSTS> 367,418,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 871,000
<INTEREST-EXPENSE> 9,157,000
<INCOME-PRETAX> 5,846,000
<INCOME-TAX> 1,134,000
<INCOME-CONTINUING> 50,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 50,000
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
<FN>
<F1>Excludes current portion of bonds, mortgage, 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.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 13,929,000
<SECURITIES> 0
<RECEIVABLES> 309,785,000
<ALLOWANCES> 10,434,000
<INVENTORY> 0
<CURRENT-ASSETS> 333,492,000
<PP&E> 51,063,000
<DEPRECIATION> 39,010,000
<TOTAL-ASSETS> 421,757,000
<CURRENT-LIABILITIES> 240,482,000
<BONDS> 138,880,000<F1>
0
0
<COMMON> 225,000
<OTHER-SE> 33,749,000
<TOTAL-LIABILITY-AND-EQUITY> 421,757,000
<SALES> 0
<TOTAL-REVENUES> 839,716,000<F2>
<CGS> 0
<TOTAL-COSTS> 589,206,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 1,345,000
<INTEREST-EXPENSE> 13,397,000
<INCOME-PRETAX> 9,124,000
<INCOME-TAX> 1,642,000
<INCOME-CONTINUING> 170,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 170,000
<EPS-PRIMARY> 0.01
<EPS-DILUTED> 0.01
<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.
</FN>
</TABLE>
