-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, f834NEvk4g00zO5oRSV6UZTGBp7Eg2FDDRx0emzGEvyPxJBiXNHlLGDPjCQrtjpd c0rQJTXCKiGba5U6ehVJJA== 0000928385-95-000009.txt : 19950509 0000928385-95-000009.hdr.sgml : 19950508 ACCESSION NUMBER: 0000928385-95-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941130 FILED AS OF DATE: 19950117 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICF KAISER INTERNATIONAL INC CENTRAL INDEX KEY: 0000856200 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 541437073 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-12248 FILM NUMBER: 95501648 BUSINESS ADDRESS: STREET 1: 9300 LEE HWY CITY: FAIRFAX STATE: VA ZIP: 22031 BUSINESS PHONE: 7039343600 MAIL ADDRESS: STREET 1: 9300 LEE HWY CITY: FAIRFAX STATE: VA ZIP: 22031 FORMER COMPANY: FORMER CONFORMED NAME: ICF INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CAPITAL & RESEARCH CORP /DE/ DATE OF NAME CHANGE: 19910314 10-Q 1 FORM 10-Q ================================================================================ 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. ================================================================================ ICF KAISER INTERNATIONAL, INC. INDEX TO FORM 10-Q
Page ---- PART I - FINANCIAL INFORMATION 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 PART II - OTHER INFORMATION 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
2 ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands)
November 30, February 28, 1994 1994 ----------------------------- (Unaudited) 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 =========== ============
See notes to consolidated financial statements. 3 ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)
Nine Months Ended November 30, 1994 1993 ============================== (Unaudited) 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 ========== ==========
See notes to consolidated financial statements. 4 ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)
Three Months Ended November 30, 1994 1993 ================================ (Unaudited) 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 ============ ===========
See notes to consolidated financial statements. 5 ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
Nine Months Ended November 30, 1994 1993 ------------------------------ (Unaudited) 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)
See notes to consolidated financial statements. 6 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 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 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.
Nine Months Ended Nine Months Ended November 30, 1994 November 30, 1993 ------------------------------------------- (Dollars in millions) 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%
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 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 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 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 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 EX-27 2 EXHIBIT 27
5 1 U.S DOLLARS 9-MOS FEB-28-1995 MAR-1-1994 NOV-30-1994 1 19,461,000 0 155,135,000 9,863,000 0 190,142,000 42,599,000 29,088,000 278,770,000 100,962,000 121,662,000 210,000 19,566,000 0 28,773,000 278,770,000 0 655,364,000 0 299,877,000 0 908,000 10,857,000 1,529,000 2,247,000 (718,000) 0 0 0 (718,000) (0.11) (0.11) Excludes current portion of bonds, mortgages, and similar debt. 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. Excludes subcontract and direct material costs of $309,643,000.
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