-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G7+wbvyi3g7tQDtqWHeKr6vcRXUHT+LFTnSSbfKA8rso4JVu9PJbBEm7z2WIfk1P kPTn6Lk+epB12GosPnM2Cg== 0000928385-97-000188.txt : 19970221 0000928385-97-000188.hdr.sgml : 19970221 ACCESSION NUMBER: 0000928385-97-000188 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970130 ITEM INFORMATION: Other events FILED AS OF DATE: 19970210 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12248 FILM NUMBER: 97522125 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 8-K 1 FORM 8-K 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) Item 5. Other events ------------ (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. 2 ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts)
Year Ended December 31, 1996 1995 ----------------------------- (Unaudited) 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 ---------- ------------ 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) ---------- ------------ 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) ---------- ------------ INCOME BEFORE INCOME TAXES AND MINORITY INTERESTS 14,484 4,741 Income tax provision 2,607 2,029 ---------- ------------ INCOME BEFORE MINORITY INTERESTS 11,877 2,712 Minority interests in net income of subsidiaries 6,043 1,960 ---------- ------------ NET INCOME 5,834 752 Preferred stock dividends and accretion 2,178 2,162 ---------- ------------ NET INCOME AVAILABLE FOR COMMON SHAREHOLDERS $ 3,656 $ (1,410) ========== ============ Primary and Fully Diluted Net Income (Loss) Per Common Share $ 0.17 $ (0.07) ========== ============
3 ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts)
Three Months Ended December 31, 1996 1995 -------------------------------- (Unaudited) 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) --------- ------------ INCOME BEFORE INCOME TAXES AND MINORITY INTERESTS 5,199 2,199 Income tax provision 1,767 729 --------- ------------ INCOME BEFORE MINORITY INTERESTS 3,432 1,470 Minority interests in net income of subsidiaries 1,318 645 --------- ------------ NET INCOME 2,114 825 Preferred stock dividends and accretion 547 546 --------- ------------ NET INCOME AVAILABLE FOR COMMON SHAREHOLDERS $ 1,567 $ 279 ========= ============ Primary and Fully Diluted Net Income Per Common Share $ 0.07 $ 0.01 ========== ============
4 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 5 -----END PRIVACY-ENHANCED MESSAGE-----