NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)
Note 1 — The Company
Hill International, Inc. (“Hill” or the “Company”) is a professional services firm that provides program management, project management, construction management and other consulting services primarily to the buildings, transportation, environmental, energy and industrial markets worldwide. Hill’s clients include the U.S. federal government, U.S. state and local governments, foreign governments and the private sector.
All amounts included in the following Notes to the Consolidated Financial Statements are in thousands, unless otherwise indicated, except per share data.
Note 2 — Liquidity
At March 31, 2021 and December 31, 2020, the Company's principal sources of liquidity consisted of $18,935 and $34,229 of cash and cash equivalents, respectively, $4,590 and $7,495 of available borrowing capacity under the Domestic Revolving Credit Facility, respectively, $1,926 and $1,085 of available borrowing capacity under the International Revolving Credit Facility, respectively, and $1,840 and $3,131 under other foreign credit agreements, respectively. Additional information regarding the Company's credit facilities is set forth in Note 9 - Notes Payable and Long-Term Debt.
In December 2019, COVID-19 was identified in Wuhan, China. In March 2020, the World Health Organization declared COVID-19 a global pandemic as a result of the further spread of the virus into all regions of the world, including those regions where the Company's primary operations occur. The effects of this global pandemic on the Company include anticipated lower gross and operating margins, as well as temporary delays in certain accounts receivable collections. These effects may continue in the foreseeable future. The Company is focused on preserving its principal sources of liquidity and managing its cash flow and will continue to evaluate the potential short-term and long-term implications of COVID-19 on its consolidated statements of operations. The Company believes that it has adequate liquidity and business plans to continue to operate the business and mitigate the risks associated with COVID-19 for the next 12 months from May 10, 2021, the date of this filing. Additional disclosure on the impact of COVID-19 on the Company is included in Item 2 Management's Discussion and Analysis within the Overview section of this Form 10-Q.
Note 3 — Basis of Presentation
Summary
The accompanying unaudited interim consolidated financial statements were prepared in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC") pertaining to reports on Form 10-Q and should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles ("U.S. GAAP") for complete financial statements. In the opinion of management, these statements include all adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of the consolidated financial statements. The consolidated financial statements include the accounts of Hill and its wholly and majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The interim operating results are not necessarily indicative of the results for a full year.
Reclassification
Foreign currency transaction gains and losses that in previously periods had been included in selling, general and administrative expenses line item on the Consolidated Statements of Operations are presented as a separate line item on the Consolidated Statements of Operations for the three months ended March 31, 2021. The related foreign currency transaction gains and losses for the three months ended March 31, 2020 have been recast to reflect this change. This change has no impact on the total operating loss reported.
Certain geographic regions have been combined in tables throughout the document including in Note 4 - Revenue from Contract with Clients and Note 12 - Segment and Related Information. In the current year, Americas includes United States and Latin America and Middle East/Asia/Pacific includes Middle East and Asia/Pacific. The related presentation for the three months ended March 31, 2020 has been recast to conform to current year presentation.
Other Income, net
During the three months ended March 31, 2020, $345 of other income was recognized, representing the cancellation of a loan agreement made with the PIDC-Local Development Corporation that was funded to the Company on October 24, 2014 as part of the city of Philadelphia's (the "City") Economic Stimulus Program. In February 2020, the City agreed to cancel this loan as a result of the Company satisfying all obligations upon which cancellation of such debt was conditioned in such loan agreement.
Summary of Significant Accounting Policies
(a) Foreign Currency Translations and Transactions
Assets and liabilities of all foreign operations are translated at period-end rates of exchange while revenues and expenses are translated at the average monthly exchange rates. Gains or losses resulting from translating foreign currency financial statements are accumulated in a separate component of stockholders’ equity titled accumulated other comprehensive loss until the entity is sold or substantially liquidated. Gains or losses arising from foreign currency transactions (transactions denominated in a currency other than the entity’s local currency), including those resulting from intercompany transactions, are reflected in the Company's consolidated statements of operations. The impact of foreign exchange on long-term intercompany loans, for which repayment has not been scheduled or planned and permanent equity has been elected, are recorded in accumulated other comprehensive loss on the Company's consolidated balance sheets.
(b) Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents and accounts receivable.
The Company maintains its cash accounts with high quality financial institutions. Although the Company believes that the financial institutions with which it does business will be able to fulfill their commitments, there is no assurance that those institutions will be able to continue to do so.
No single client accounted for 10% or more of total revenue for the three months ended March 31, 2021 or 2020.
There was one client in Africa who represents 10% or more to gross accounts receivable at March 31, 2021 and December 31, 2020, respectively, which represents 12% and 16% of the gross accounts receivable balance at March 31, 2021 and December 31, 2020, respectively. These amounts were fully reserved for at March 31, 2021 and December 31, 2020.
(c) Allowance for Doubtful Accounts
The allowance for doubtful accounts is an estimate prepared by management based on identification of the collectability of specific accounts and the overall condition of the receivable portfolios. When evaluating the adequacy of the allowance for doubtful accounts, the Company specifically analyzes trade receivables, including retainage receivable, historical bad debts, client credits, client concentrations, current economic trends and changes in client payment terms. If the financial condition of clients were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Likewise, should the Company determine that it would be able to realize more of its receivables in the future than previously estimated, an adjustment to the allowance would increase earnings in the period such determination was made. The allowance for doubtful accounts is reviewed on a quarterly basis and adjustments are recorded as deemed necessary.
(d) Retainage Receivable
Retainage receivable represents balances billed but not paid by clients pursuant to retainage provisions in certain contracts and will be due upon completion of specific tasks or the completion of the contract.
(e) Income Taxes
The Company estimates income taxes in each of the jurisdictions in which it operates. This process involves estimating its actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the Company’s consolidated balance sheets. The Company assesses the likelihood that the deferred tax assets will be recovered from future taxable income and to the extent it believes recovery is not likely, the Company establishes a valuation allowance. To the extent the Company establishes a valuation allowance in a period, it must include an expense within the tax provision in the consolidated statements of operations. The Company has recorded a valuation allowance to reduce the deferred income tax assets to an amount that is more likely than not to be realized in future years. If the Company determines in the future that it is “more likely than not” (i.e., a likelihood greater than 50 percent) to be allowed by the tax jurisdiction based solely on the technical merits of the position, that the deferred tax assets subject to the valuation allowance will be realized, then the previously provided valuation allowance will be adjusted.
The Company recognizes a tax benefit in the financial statements for an uncertain tax position only if management’s assessment is that the position is more likely than not that the benefit will be ultimately realized. The term “tax position” refers to a position in a previously filed tax return or a position expected to be taken in a future tax return that is reflected in measuring current or deferred income tax assets and liabilities for interim or annual periods.
(f) Revenue Recognition
The Company generates revenue primarily from providing professional services to its clients under various types of contracts. In providing these services, the Company may incur reimbursable expenses, which consist principally of amounts paid to subcontractors and other third parties and travel and other job related expenses that are contractually reimbursable from clients. The Company includes reimbursable expenses in computing and reporting its total revenue as long as the Company remains responsible to the client for the fulfillment of the contract and for the overall acceptability of all services provided.
If estimated total costs on any contract project a loss, the Company charges the entire estimated loss to operations in the period the loss becomes known. The cumulative effect of revisions to revenue, estimated costs to complete contracts, including penalties, incentive awards, change orders, claims, anticipated losses, and others are recorded in the accounting period in which the events indicating a loss are known and the loss can be reasonably estimated. These loss projects are re-assessed for each subsequent reporting period until the project is complete. Such revisions could occur at any time, and the effects may be material.
See Note 4 - Revenue from Contracts with Clients for more detail regarding how the Company recognizes revenue under each type of its contractual arrangements.
(g) Restricted Cash
Restricted cash primarily represents cash collateral required to be maintained in foreign bank accounts to serve as collateral for letters of credit, bonds or guarantees on certain projects. The cash will remain restricted until the respective project has been completed, which typically is greater than one year.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets that sum to the total of the same such amounts shown in the statements of cash flows:
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|
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|
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|
|
March 31, 2021
|
|
December 31, 2020
|
|
Cash and cash equivalents
|
|
$
|
18,935
|
|
|
$
|
34,229
|
|
|
Cash - restricted
|
|
4,460
|
|
|
3,752
|
|
|
Cash - restricted, net of current portion
|
|
3,321
|
|
|
3,432
|
|
|
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows
|
|
$
|
26,716
|
|
|
$
|
41,413
|
|
(h) Earnings (loss) per Share
Basic earnings (loss) per common share have been computed using the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per common share incorporates the incremental shares issuable upon the assumed exercise of stock options, the assumed vesting of stock and deferred and restricted stock unit awards using the treasury stock method, if dilutive.
The Company has outstanding options to purchase approximately 1,353 shares and 1,616 shares at March 31, 2021 and 2020, respectively. In addition, the Company had 1,050 and 789 restricted and deferred stock units outstanding at March 31, 2021 and 2020, respectively. These awards were excluded from the calculation of diluted loss per share for the three months ended March 31, 2021 and 2020 because they were anti-dilutive.
The following table provides a reconciliation to net loss used in the numerator for loss per share attributable to Hill:
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Three Months Ended March 31,
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|
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|
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2021
|
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2020
|
|
Net loss
|
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|
|
|
|
$
|
(2,575)
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|
|
$
|
(6,422)
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|
|
Less: net earnings - noncontrolling interests
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|
|
|
|
|
116
|
|
|
159
|
|
|
Net loss attributable to Hill International, Inc.
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|
|
|
|
|
$
|
(2,691)
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|
|
$
|
(6,581)
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|
|
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|
|
|
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|
|
Basic weighted average common shares outstanding
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|
|
|
|
|
56,978
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|
|
56,543
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|
|
Effect of dilutive securities:
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|
|
Stock options
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|
|
|
|
|
—
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|
—
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|
|
Unvested share-based compensation units
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|
|
|
|
|
—
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|
|
—
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|
|
Diluted weighted average common shares outstanding
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|
|
|
|
|
56,978
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|
|
56,543
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Basic and diluted loss per common share - Hill International, Inc.
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|
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$
|
(0.05)
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|
|
$
|
(0.12)
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(i) New Accounting Pronouncements
Changes to U.S. GAAP are typically established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification (“ASC”). The Company considers the applicability and impact of all ASUs and, based on its assessment, determined that any recently issued or proposed ASUs not listed below are either not applicable to the Company or adoption will have minimal impact on its consolidated financial statements.
For additional information with respect to new accounting pronouncements and the impact of these pronouncements on our consolidated financial statements, see Note 3 to the consolidated financial statements in Item 8 of Form 10-K for the year ended December 31, 2020 filed with the SEC on March 16, 2021. See update below.
Recently Adopted Accounting Pronouncements
In December 2019, the FASB issued ASU 2019-12 - Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes, which removes certain exceptions to the general principles in ASC 740 and improves how certain income tax-related guidance is applied. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption was permitted. The amendments in this update were applied prospectively. The Company adopted the new standard as of January 1, 2021. The standard did not have a material impact on the Company’s consolidated financial position or results of operations upon adoption.
Recently Issued Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments (Topic 326) - Credit Losses: Measurement of Credit Losses on Financial Instruments, which provides guidance regarding the measurement of credit losses on financial instruments. The new guidance replaces the incurred loss impairment methodology in the current guidance with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates. This ASU will be effective for the Company commencing January 1, 2023. The Company is in the process of assessing the impact of this ASU on our consolidated financial statements and disclosures.
Note 4 — Revenue from Contracts with Clients
The Company recognizes revenue to depict the transfer of promised goods or services to clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for such goods or services.
Below is a description of the basic types of contracts from which the Company may earn revenue:
Time and Materials Contracts
Under the time and materials (“T&M”) arrangements, contract fees are based upon time and materials incurred. The contracts may be structured as basic time and materials, cost plus a margin or time and materials subject to a maximum contract value (the "cap value"). Due to the potential limitation of the cap value, the economic factors of the contracts subject to a cap value differ from the economic factors of basic T&M and cost plus contracts. The majority of the Company’s contracts are for consulting projects where it bills the client monthly at hourly billing rates. The hourly billing rates are determined by contract terms. Under cost plus a margin contracts, the Company charges its clients for its costs, plus a fixed fee or rate. Under time and materials contracts with a cap value, the Company charges the clients for time and materials based upon the work performed however there is a cap or a not to exceed value. There are often instances that a contract is modified to extend the contract value past the cap. As the consideration is variable depending on the outcome of the contract renegotiation, the Company will estimate the total contract price in accordance with the variable consideration guidelines and will only include consideration that it expects to receive from the client. When the Company is reaching the cap value, the contract will be renegotiated, or Hill ceases work when the maximum contract value is reached. The Company will continue to work if it is probable that the contract will be extended. The Company will only include consideration or contract renegotiations to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. If the Company continues to work and is uncertain that a contract change order will be processed, the variable consideration will be constrained to the cap until it is probable that the contract will be renegotiated. The Company is only entitled to consideration for the work it has performed, and the cap value is not a guaranteed contract value.
Fixed Price Contracts
Under fixed price contracts, the Company’s clients pay an agreed amount negotiated in advance for a specified scope of work. The Company is guaranteed to receive the consideration to the extent that the Company delivers under the contract. The Company recognizes revenue over a period of time on fixed price contracts using the input method based upon direct costs incurred to date, which are compared to total projected direct costs. Costs are the most relevant measure to determine the transfer of the service to the client. The Company assesses contracts quarterly and will recognize any expected future loss before actually incurring the loss. When the Company is expecting to reach the total value under the contract, the Company will begin to negotiate a change order.
Change Orders and Claims
Change orders are modifications of an original contract. Either the Company or its client may initiate change orders. They may include changes in specifications or design, manner of performance, facilities, equipment, materials, sites and period of completion of the work. Management evaluates when a change order is probable based upon its experience in negotiating change orders, the client’s written approval of such changes or separate documentation of change order costs that are identifiable. Change orders may take time to be formally documented and terms of such change orders are agreed with the client before the work is performed. Sometimes circumstances require that work progresses before an agreement is reached with the client. If the Company is having difficulties in renegotiating the change order, the Company will stop work if possible, record all costs incurred to date, and determine, on a project by project basis, the appropriate final revenue recognition.
Claims are amounts in excess of the agreed contract price that the Company seeks to collect from its clients or others for client-caused delays, errors in specifications and designs, contract terminations, change orders that are either in dispute or are unapproved as to both scope and price, or other causes of unanticipated additional contract costs. Costs related to change orders and claims are recognized when they are incurred. The Company evaluates claims on an individual basis and recognizes revenue it believes is probable to collect.
U.S. Federal Acquisition Regulations
The Company has contracts with the U.S. government that contain provisions requiring compliance with the U.S. Federal Acquisition Regulations (“FAR”). These regulations are generally applicable to all of its federal government contracts and are partially or fully incorporated in many local and state agency contracts. They limit the recovery of certain specified indirect costs on contracts subject to the FAR. Cost-plus contracts covered by the FAR provide for upward or downward adjustments if actual recoverable costs differ from the estimate billed under forward pricing arrangements. Most of the Company's federal government contracts are subject to termination at the convenience of the federal government. Contracts typically provide for reimbursement of costs incurred and payment of fees earned through the date of such termination.
Federal government contracts that are subject to the FAR and that are required by state and local governmental agencies to be audited are performed, for the most part, by the Defense Contract Audit Agency (“DCAA”). The DCAA audits the Company’s overhead rates, cost proposals, incurred government contract costs and internal control systems. During the course of its audits, the DCAA may question incurred costs if it believes the Company has accounted for such costs in a manner inconsistent with the requirements of the FAR or Cost Accounting Standards and recommend that its U.S. government corporate administrative contracting officer disallow such costs. Historically, the Company has not incurred significant disallowed costs because of such audits. However, the Company can provide no assurance that the DCAA audits will not result in material disallowances of incurred costs in the future.
Disaggregation of Revenues
The Company has one operating segment, the Project Management Group, which reflects how the Company is being managed. Additional information related to the Company’s operating segment is provided in Note 12 - Segment and Related Information. The Project Management Group provides extensive construction and project management services to construction owners worldwide. The Company considered the type of client, type of contract and geography for disaggregation of revenue. The Company determined that disaggregating by (1) contract type; and (2) geography would provide the most meaningful information to understand the nature, amount, timing, and uncertainty of its revenues. The type of client does not influence the Company’s revenue generation. Ultimately, the Company is supplying the same services of program management, project management, construction management, project management oversight, troubled project turnaround, staff augmentation, project labor agreement consulting, commissioning, estimating and cost management, labor compliance services and facilities management services. The Company’s contracts are generally long term contracts that are either based upon time and materials incurred or provide for a fixed price. The contract type will determine the level of risk in the contract related to revenue recognition. For purposes of disaggregation of revenue, the contract types have been grouped into: (1) Fixed Price - which include fixed price projects; and, (2) T&M - which include T&M contracts, T&M with a cap and cost plus contracts. The geography of the contracts will depict the level of global economic factors in relation to revenue recognition.
The components of the Company’s revenue by contract type and geographic region for the three months ended March 31, 2021 and 2020 are as follows:
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Three Months Ended March 31, 2021
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Three Months Ended March 31, 2020
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Fixed Price
|
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T&M
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Total
|
|
Percent of Total Revenue
|
|
Fixed Price
|
|
T&M
|
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Total
|
|
Percent of Total Revenue
|
|
Americas
|
|
$
|
4,274
|
|
|
$
|
40,295
|
|
|
$
|
44,569
|
|
|
51.1
|
%
|
|
$
|
6,194
|
|
|
$
|
40,997
|
|
|
$
|
47,191
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|
|
50.6
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%
|
|
Middle East/Asia/Pacific
|
|
2,365
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|
|
17,710
|
|
|
20,075
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|
|
23.1
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%
|
|
4,883
|
|
|
22,400
|
|
|
27,283
|
|
|
29.2
|
%
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|
Europe
|
|
7,204
|
|
|
5,416
|
|
|
12,620
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|
|
14.5
|
%
|
|
6,429
|
|
|
5,108
|
|
|
11,537
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|
|
12.4
|
%
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|
Africa
|
|
564
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|
|
9,258
|
|
|
9,822
|
|
|
11.3
|
%
|
|
206
|
|
|
7,091
|
|
|
7,297
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|
|
7.8
|
%
|
|
Total
|
|
$
|
14,407
|
|
|
$
|
72,679
|
|
|
$
|
87,086
|
|
|
100.0
|
%
|
|
$
|
17,712
|
|
|
$
|
75,596
|
|
|
$
|
93,308
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|
|
100.0
|
%
|
The Company recognizes revenue as it transfers promised goods or services to clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company exercises judgment in determining if the contractual criteria are met to determine if a contract with a client exists, specifically in the earlier stages of a project when a formally executed contract may not yet exist. The Company typically has one performance obligation under a contract to provide fully-integrated project management services, and, occasionally, a separate performance obligation to provide facilities management services. Performance obligations are delivered over time as the client receives the service.
The consideration promised within a contract may include fixed amounts, variable amounts, or both. Variable consideration is included in the transaction price only to the extent it is probable, in the Company’s judgment, that a significant future reversal in the amount of cumulative revenue recognized under the contract will not occur. In estimating the transaction price for pending change orders, the Company considers all relevant facts, including documented correspondence with the client regarding acknowledgment and/or agreement with the modification, as well as historical experience with the client or similar contractual circumstances. The Company transfers control of its service over time and, therefore, satisfies a performance obligation and recognizes revenue over time by measuring the progress toward complete satisfaction of that performance obligation. The Company’s fixed price projects and T&M with a cap contracts,expected to exceed the cap value, generally use a cost-based input method to measure its progress towards complete satisfaction of the performance obligation as the Company believes this best depicts the transfer of control to the client. Under the cost-based measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Due to the nature of the work required to be performed under the Company’s performance obligations, estimating total revenue and cost at completion on its long term contracts is complex, subject to many variables and requires significant judgment.
For basic and cost plus T&M contracts and T&M with a cap, not expected to exceed the cap, contracts, the Company recognizes revenue over time using the output method which measures progress toward complete satisfaction of the performance obligation based upon actual costs incurred, using the right to invoice practical expedient.
Accounts Receivable
Accounts receivable includes amounts billed and currently due from clients and amounts for work performed which have not been billed to date. The billed and unbilled amounts are stated at the net estimated realizable value. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. The allowance is based upon an assessment of client creditworthiness, historical payment experience and the age of outstanding receivables.
Contract Assets and Liabilities
Contract assets include unbilled amounts typically resulting from performance under long-term contracts where the revenue recognized exceeds the amount billed to the client. Retainage receivable is included in contract assets. The current portion of retainage receivable is a contract asset, which prior to the adoption of ASC 606, had been classified within accounts receivable.
The Company’s contract liabilities consist of advance payments and billings in excess of revenue recognized and are reported as deferred revenue in the consolidated balance sheets. The Company classifies billings in excess of revenue recognized as deferred revenue as current or non-current based on the timing of when revenue is expected to be recognized.
The difference between the opening and closing balances of the Company’s contract assets and contract liabilities primarily results from the timing of the Company’s performance and client payments. The amount of revenue recognized during the three months ended March 31, 2021 and 2020 that was included in the deferred revenue balance at the beginning of the periods was $2,737 and $7,861, respectively.
Remaining Performance Obligations
The remaining performance obligations represent the aggregate transaction price of executed contracts with clients for which work has partially been performed or not started as of the end of the reporting period. The Company’s remaining performance obligations include projects that have a written award, a letter of intent, a notice to proceed or an agreed upon work order to perform work on mutually accepted terms and conditions. T&M contracts are excluded from the remaining performance obligation as these contracts are not fixed price contracts and the consideration expected under these contracts is variable as it is based upon hours and costs incurred in accordance with the variable consideration optional exemption. As of March 31, 2021 and December 31, 2020, the aggregate amount of the transaction price allocated to remaining performance obligations was $75,776 and $101,800, respectively. During the following 12 months, approximately 52.0% of the remaining performance obligations are expected to be recognized as revenue with the remaining balance recognized over 2 to 5 years.
Note 5 — Accounts Receivable
The components of accounts receivable and accounts receivable - affiliates reflected in the Company's consolidated balance sheets are as follows:
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|
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|
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|
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Accounts Receivable
|
|
March 31, 2021
|
|
December 31, 2020
|
|
Billed (1)
|
|
$
|
111,499
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|
|
$
|
113,021
|
|
|
|
|
|
|
|
|
Unbilled (2)
|
|
38,171
|
|
|
37,960
|
|
|
|
|
149,670
|
|
|
150,981
|
|
|
Allowance for doubtful accounts (1)
|
|
(42,884)
|
|
|
(52,795)
|
|
|
Accounts receivable, net
|
|
$
|
106,786
|
|
|
$
|
98,186
|
|
|
|
|
|
|
|
|
Accounts Receivable - Affiliates
|
|
|
|
|
|
Billed (3)
|
|
$
|
14,617
|
|
|
$
|
15,560
|
|
|
Unbilled (2)
|
|
11,930
|
|
|
8,380
|
|
|
|
|
$
|
26,547
|
|
|
$
|
23,940
|
|
|
Allowance for doubtful accounts
|
|
(659)
|
|
|
(655)
|
|
|
Accounts receivable - affiliates, net
|
|
$
|
25,888
|
|
|
$
|
23,285
|
|
(1) Includes $23,926 and $33,242 related to amounts due from a client in Libya as of March 31, 2021 and December 31, 2020, respectively, which where both fully reserved for in the allowance for doubtful accounts. The decrease in the balance at March 31, 2021 from December 31, 2020 is due to the devaluation of the Libyan Dinar.
(2) Amounts are net of unbilled reserves.
(3) Includes $1,411 and $1,303 of retainage receivables due from affiliates as of March 31, 2021 and December 31, 2020, respectively.
Note 6 — Intangible Assets
The following table summarizes the Company’s acquired intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2021
|
|
December 31, 2020
|
|
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
|
|
|
|
|
|
|
|
|
|
Engineering license
|
|
$
|
2,653
|
|
|
$
|
—
|
|
|
$
|
2,100
|
|
|
$
|
—
|
|
|
Client relationships
|
|
509
|
|
|
369
|
|
|
509
|
|
|
356
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
3,162
|
|
|
$
|
369
|
|
|
$
|
2,609
|
|
|
$
|
356
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets, net
|
|
$
|
2,793
|
|
|
|
|
$
|
2,253
|
|
|
|
During the year ended December 31, 2020, the Company acquired a Grandfathered Engineering Corporation license ("engineering license"), which was determined to have an indefinite useful life and therefore it is not amortized.
The Company amortizes client relationship intangible assets over the estimated useful life of ten years. Such amortization expense was $13 and $27 for the three months ended March 31, 2021 and 2020, respectively.
The following table presents the estimated amortization expense for the next five years:
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated
Amortization
Expense
|
|
|
|
|
Year ending December 31,
|
|
|
|
|
|
|
2021 (remaining 9 months)
|
|
$
|
38
|
|
|
2022
|
|
51
|
|
|
2023
|
|
51
|
|
|
2024
|
|
—
|
|
|
2025
|
|
—
|
|
Note 7 — Goodwill
The following table summarizes the changes in the Company’s carrying value of goodwill during the three months ended March 31, 2021:
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2020
|
$
|
46,397
|
|
|
|
|
|
Translation adjustments (1)
|
(1,219)
|
|
|
Balance, March 31, 2021
|
$
|
45,178
|
|
(1) The translation adjustment was calculated based on the foreign currency exchange rates as of March 31, 2021.
The Company performed its 2020 annual impairment test effective July 1, 2020, and noted no impairment. Based on the valuation as of July 1, 2020, the fair value of the Company exceeded its carrying value. The Company performs its annual impairment test during the second half of each year unless events or circumstances indicate an impairment may have occurred before that time.
The Company’s changes in estimates and assumptions, including decreases in stock price and market capitalization, could materially affect the determination of fair value and/or conclusions on goodwill impairment. As a result of recent events, including market volatility and the impact on the global economy, it is at least reasonably possible that changes in one or more of those assumptions could result in impairment of our goodwill in future periods.
Note 8 — Accounts Payable and Accrued Expenses
Below are the components of accounts payable and accrued expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2021
|
|
December 31, 2020
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
18,791
|
|
|
$
|
20,953
|
|
|
Accrued payroll and related expenses*
|
|
28,626
|
|
|
28,508
|
|
|
Accrued subcontractor fees
|
|
8,238
|
|
|
8,711
|
|
|
Accrued agency fees
|
|
4,141
|
|
|
4,239
|
|
|
Accrued legal and professional fees
|
|
1,934
|
|
|
2,894
|
|
|
Other accrued expenses*
|
|
1,620
|
|
|
2,492
|
|
|
|
|
$
|
63,350
|
|
|
$
|
67,797
|
|
* $1,818 in costs related to the Company's end of service benefit plan at December 31, 2020 that were previously included in other accrued expenses and are now reflected in accrued payroll and related expenses.
Note 9 — Notes Payable and Long-Term Debt
The table below reflects the Company's notes payable and long-term debt, which includes credit facilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate (1)
|
|
Balance Outstanding as of
|
|
|
Loan
|
|
Maturity
|
|
Interest Rate Type
|
|
March 31,
2021
|
December 31, 2020
|
|
March 31,
2021
|
December 31, 2020
|
|
|
Secured Credit Facilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Hill International, Inc. - Société Générale 2017 Term Loan Facility
|
|
06/20/2023
|
|
Variable
|
|
7.62%
|
7.67%
|
|
$
|
28,875
|
|
$
|
28,950
|
|
|
|
Hill International, Inc. - Société Générale Domestic Revolving Credit Facility (2)
|
|
05/04/2022
|
|
Variable
|
|
5.39%
|
5.50%
|
|
17,400
|
|
14,400
|
|
|
|
Hill International N.V.. - Société Générale International Revolving Credit Facility (3)
|
|
05/04/2022
|
|
Variable
|
|
4.09%
|
4.11%
|
|
3,229
|
|
4,035
|
|
|
|
Unsecured Credit Facilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Hill International, Inc. - First Abu Dhabi Bank ("FAB") PJSC Overdraft Credit Facility (4)
|
|
04/18/2022
|
|
Variable
|
|
5.73%
|
5.65%
|
|
1,291
|
|
—
|
|
|
|
Unsecured Notes Payable and Long-Term Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
Hill International Spain S.A.-Bankia S.A. & Bankinter S.A.(5)
|
|
12/31/2021
|
|
Fixed
|
|
2.21%
|
2.21%
|
|
420
|
|
581
|
|
|
|
Philadelphia Industrial Development Corporation Loan
|
|
04/01/2027
|
|
Fixed
|
|
2.79%
|
2.79%
|
|
405
|
|
421
|
|
|
|
Hill International Spain S.A. - Bankinter S.A. 2020 Term Loan (5)(6)
|
|
05/04/2024
|
|
Variable
|
|
2.23%
|
2.23%
|
|
320
|
|
357
|
|
|
|
Hill International Spain S.A. - Banco Santander, S.A. Term Loan (5)(6)
|
|
05/30/2025
|
|
Fixed
|
|
3.91%
|
3.91%
|
|
352
|
|
367
|
|
|
|
Hill International Spain S.A. - BBVA, S.A. P.P. Term Loan (5)(6)
|
|
06/19/2025
|
|
Variable
|
|
2.28%
|
2.28%
|
|
352
|
|
367
|
|
|
|
Hill International Spain S.A. - Bankia. S.A. 2020 Term Loan (5)(6)
|
|
06/05/2025
|
|
Variable
|
|
2.54%
|
2.54%
|
|
291
|
|
303
|
|
|
|
Total notes payable and long-term debt, gross
|
|
|
|
|
|
|
|
|
$
|
52,935
|
|
$
|
49,781
|
|
|
|
Less: unamortized discount and deferred financing costs related to Société Générale 2017 Term Loan Facility
|
|
(422)
|
|
(500)
|
|
|
|
Notes payable and long-term debt
|
|
|
|
|
|
|
|
|
$
|
52,513
|
|
$
|
49,281
|
|
|
|
Current portion of notes payable
|
|
|
|
|
|
|
|
|
$
|
2,351
|
|
$
|
1,171
|
|
|
|
Current portion of unamortized debt discount and deferred financing costs
|
|
|
$
|
(186)
|
|
$
|
(184)
|
|
|
|
Current maturities of notes payable and long-term debt
|
|
|
|
|
|
|
|
|
$
|
2,165
|
|
$
|
987
|
|
|
|
Notes payable and long-term debt, net of current maturities
|
|
|
$
|
50,348
|
|
$
|
48,294
|
|
|
Footnotes to the Notes Payable and Long-Term Debt Table above:
(1) Interest rates for variable interest rate debt are reflected on a weighted average basis through March 31, 2021 since the loan origination or modification date.
(2) As of March 31, 2021 and December 31, 2020, the Company had $6,510 and $6,605 of outstanding letters of credit, respectively, in addition to the balances outstanding above, which resulted in $4,590 and $7,495 of available borrowing capacity under the Domestic Revolving Credit Facility, respectively. The amounts available were based on the maximum borrowing capacity of $28,500 as of March 31, 2021 and December 31, 2020. See 'Secured Credit Facilities' section below for further information.
(3) As of March 31, 2021 and December 31, 2020, the Company had $682 and $2,189 of outstanding letters of credit, respectively, in addition to the balances outstanding above, which resulted in $1,926 and $1,085 of available borrowing capacity under the International Revolving Credit Facility, respectively. The amounts available were based on the Company's borrowing capacity of $5,837 and $7,309 as of March 31, 2021 and December 31, 2020, respectively. See ''Secured Credit Facilities' section below for further information.
(4) FAB credit facility lender was formerly known as National Bank of Abu Dhabi. There is no stated maturity date, however, the loan is subject to annual review in April of each year, or at any other time as determined by FAB. Therefore, the amount outstanding is reflected within the current maturities of notes payable and long-term debt. Balances outstanding are reflected in U.S. dollars based on the conversion rates from AED as of March 31, 2021 and December 31, 2020. The Company had $1,840 and $3,131 of availability under the credit facility as of March 31, 2021 and December 31, 2020, respectively.
(5) Balances outstanding are reflected in U.S. dollars based on the conversion rates from Euros as of March 31, 2021 and December 31, 2020.
(6) Includes loan agreements, through a subsidiary of the Company, entered into between April and June 2020, where the respective loan agreements require interest-only monthly payments during grace periods that last from six months or one year from the date of the agreements. The variable interest loans are subject to either semi-annual or annual review by the respective lenders thereof and the respective interest rates in respect thereof are determined based on the European Inter-Bank Offered Rate, or “EURIBOR,” for the relevant interest period (or at a substitute rate to be determined to the extent EURIBOR is not available), plus a margin, as set by the respective lender.
Secured Credit Facilities
The Company's secured credit facilities with Société Générale (the "International Lender") and other U.S. Loan Parties (the "U.S. Lenders") under a 2017 Term Loan of $30,000 (the "2017 Term Loan Facility"), a $25,000 U.S.-denominated revolving credit facility (the "Domestic Revolving Credit Facility"; together with the 2017 Term Loan Facility, the "U.S. Credit Facilities") and a €9,156 ($10,000 at closing) Euro-denominated revolving credit facility (the "International Revolving Credit Facility"; together with the U.S. Credit Facilities, the "Secured Credit Facilities") contain customary default provisions, representations and warranties, and affirmative and negative covenants, and require the Company to comply with certain financial and reporting covenants. The financial covenant is comprised of a maximum Consolidated Net Leverage Ratio of 3.00 to 1.00 for any fiscal quarter ending on or subsequent to March 31, 2017 for the trailing twelve months then-ended. The Consolidated Net Leverage Ratio is the ratio of (a) consolidated total debt (minus unrestricted cash and cash equivalents) to consolidated earnings before interest, taxes, depreciation, amortization, share-based compensation and other non-cash charges, including bad debt expense, certain one-time litigation and transaction related expenses, and restructuring charges for the trailing twelve months. In the event of a default, the U.S. Lender and the International Lender may increase the interest rates by 2.0%. The Company was in compliance with this financial covenant at March 31, 2021.
On April 1, 2020, the Company amended its Secured Credit Facilities, which increased the credit commitment with one of the U.S. Lenders under the Domestic Revolving Credit Facility by $3,500 from $25,000 to $28,500 and simultaneously decreased the credit commitment with the International Lender under the International Revolving Credit Facility by €3,179 (approximately $3,500 at closing) from €9,156 (approximately $10,000) to €5,977 (approximately $6,536 at closing).
The aggregate unamortized debt issuance costs under the Domestic Revolving Credit Facility and International Revolving Credit Facility were $615 and $755 at March 31, 2021 and December 31, 2020, respectively, and were included in prepaid expenses and other current assets and other assets in the consolidated balance sheets.
The interest rate on borrowings under the Domestic Revolving Credit Facility are, at the Company’s option, either the LIBOR rate for the relevant interest period plus 3.75% per annum or the Base Rate plus 2.75% per annum. The interest rate on borrowings under the International Revolving Credit Facility will be the EURIBOR for the relevant interest period (or at a substitute rate to be determined to the extent EURIBOR is not available), plus 4.50% per annum.
Commitment fees are paid quarterly and are calculated at 0.50% annually on the average daily unused portion of the Domestic Revolving Credit Facility, and are calculated at 0.75% annually on the average daily unused portion of the International Revolving Credit Facility.
Generally, the obligations of the Company under the Domestic Revolving Credit Facility are secured by a first-priority security interest in the Eligible Domestic Receivables (as defined in the Domestic Revolving Credit Facility), cash proceeds and bank accounts of the Company and certain of the Company’s U.S. subsidiaries, and a second-priority security interest in substantially all other assets of the Company and such subsidiaries. The obligations of the Subsidiary (as defined in the International Revolving Credit Facility) under the International Revolving Credit Facility are generally secured by a first-priority security interest in substantially all accounts receivable and cash proceeds thereof, certain bank accounts of the Subsidiary and certain of the Company’s non-U.S. subsidiaries, and a second-priority security interest in substantially all other assets of the Company and certain of the Company’s U.S. and non-U.S. subsidiaries.
Other Financing Arrangements
On May 1, 2020, subsequent to the maturity of the Company's previous commercial premium financing arrangement in April 30, 2020 with AFCO Premium Credit LLC ("AFCO"), the Company entered into a new financing agreement for the renewal of its corporate insurance policies with AFCO for $3,391. The terms of the arrangement include a $509 down payment, followed by monthly payments to be made over a ten-month period at a 3.04% interest rate through March 31, 2021.
At March 31, 2021 there was no balance payable to AFCO in other current liabilities on the Company's consolidated balance sheets. As of December 31, 2020, there was $872 to AFCO reflected in other current liabilities on the Company's consolidated balance sheets.
Note 10 — Share-Based Compensation
The Company recognized total share-based compensation expense in selling, general and administrative expenses in the consolidated statement of operations of $449 and $399 for the three months ended March 31, 2021 and 2020, respectively. The Company's related share-based compensation is comprised of the following:
Restricted Stock Units
During the three months ended March 31, 2021 and 2020, the Company granted certain employees and executive officers equity awards in the form of restricted stock units ("RSU") that are subject to a combination of time and performance-based conditions under the 2017 Equity Compensation Plan (the "2017 Plan"), totaling 414 and 723 RSUs, respectively. Each RSU entitles the grantee to one unit of the Company's common stock. The time-based RSUs vest annually over a three-year period on the anniversary date of each grant. Unvested time-based RSUs will be forfeited if the grantee separates from the Company prior to its vesting date. During the three months ended March 31, 2021 and 2020, the related compensation expense was recorded based on a weighted average price per share of $2.36 and $3.28, respectively.
The number of common shares to be issued under the performance-based RSUs will be determined based on three levels of performance metrics based on the Company's earnings and will be assessed on an annual basis for the years ended December 31, 2021, 2022 and 2023 for the RSUs granted during the three months ended March 31, 2021 and for the years ended December 31, 2020, 2021 and 2022 for the RSUs granted during three months ended March 31, 2020. If the Company meets the performance metrics for any one of the measurement periods, such units will vest on the next anniversary date of the grant date. All vested RSUs will be settled on the third anniversary of the grant date. Unvested RSUs are subject to forfeiture if the grantee separates from the Company prior to its vesting date. During the three months ended March 31, 2021 and 2020, the Company determined it was not probable that the target performance metric would be met for each of the RSU grants and, therefore, did not record any share-based compensation expense related to such RSUs.
Deferred Stock Units
Deferred Stock Units ("DSU") issued under the 2017 Plan entitle participants to receive one share of the Company's common stock for each DSU and they will vest immediately upon separation from the Company. The compensation expense related to these units was determined based on the stock price of the Company's common stock on the grant date of the DSUs.
During the three months ended March 31, 2021 and 2020, 591 and 8 DSUs were granted at a weighted average price of $2.36 and $3.18, respectively, which included 585 DSUs granted to executive officers during the three months ended March 31, 2021 that are subject to a combination of time and performance-based conditions that vest over a three-year period. Unvested DSUs are subject to forfeiture if the grantee separates from the Company prior to its vesting date. In addition, the Company granted 6 and 8 DSUs to the Company's board of directors (the "Board") as part of their annual service retainer during the three months ended March 31, 2021 and 2020, respectively.
Stock Options
At March 31, 2021 and 2020, the Company had approximately 1,353 and 1,616 stock options outstanding, respectively, with a weighted average exercise price of $3.87 and $4.03, respectively. No stock options were granted during the three months ended March 31, 2021 and 2020. During the three months ended March 31, 2021 and 2020, options lapsed for approximately 211 and 263 shares, respectively, with a weighted average exercise price of $4.95 and $3.67, respectively.
Note 11 — Income Taxes
The Company calculates the interim tax expense based on an annual effective tax rate ("AETR"). The AETR represents the Company’s estimated effective tax rate for the year based on full year projection of tax expense, divided by the projection of full year pretax book income/(loss) among the various foreign tax jurisdictions, adjusted for discrete transactions occurring during the period. The effective tax rates were (71.8)% and (33.3)% for the three months ended March 31, 2021 and 2020, respectively.
The change in the Company’s effective tax rate for the three months ended March 31, 2021 from the three months ended March 31, 2020 was primarily due to the mix of pretax earnings in jurisdictions with different jurisdictional tax rates, as well as not having the ability to benefit from losses in jurisdictions that have a history of negative earnings.
The reserve for uncertain tax positions amounted to $6,425 and $6,328 at March 31, 2021 and December 31, 2020, respectively.
The Company’s policy is to record income tax related interest and penalties in income tax expense. The Company recorded expense for any tax-related interest and penalties of $27 and $3 for the three months ended March 31, 2021 and 2020, respectively.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that all, or some portion, of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities and projected future taxable income in making this assessment. Management evaluates the need for valuation allowances on the deferred tax assets according to the provisions of ASC 740, Income Taxes. In making this determination, management assesses all available evidence, both positive and negative, at the balance sheet date. This includes, but is not limited to, recent earnings, internally-prepared income projections, and historical financial performance.
On March 11, 2021 the American Rescue Plan Act was signed into law. The Company is currently evaluating the impact this legislation may have on the consolidated financial results, however the Company does not feel there will be a significant impact.
Note 12 —Segment and Related Information
The Company operates as one reporting segment which reflects how the Company is managed, which provides construction and project management services to construction owners worldwide. Such services include program management, project management, construction management, project management oversight, troubled project turnaround, staff augmentation, project labor agreement consulting, commissioning, estimating and cost management, labor compliance services (collectively, "integrated project management") and facilities management services.
The following tables present certain information for operations:
Total Revenue by Geographic Region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
|
|
|
|
|
|
|
|
$
|
44,569
|
|
|
51.1
|
%
|
|
$
|
47,191
|
|
|
50.6
|
%
|
|
Middle East/Asia/Pacific
|
|
|
|
|
|
|
|
|
|
20,075
|
|
|
23.1
|
%
|
|
27,283
|
|
|
29.2
|
%
|
|
Europe
|
|
|
|
|
|
|
|
|
|
12,620
|
|
|
14.5
|
%
|
|
11,537
|
|
|
12.4
|
%
|
|
Africa
|
|
|
|
|
|
|
|
|
|
9,822
|
|
|
11.3
|
%
|
|
7,297
|
|
|
7.8
|
%
|
|
Total
|
|
|
|
|
|
|
|
|
|
$
|
87,086
|
|
|
100.0
|
%
|
|
$
|
93,308
|
|
|
100.0
|
%
|
Consulting Fee Revenue by Geographic Region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
|
|
|
|
|
|
|
|
$
|
31,910
|
|
|
44.0
|
%
|
|
$
|
35,215
|
|
|
45.6
|
%
|
|
Middle East/Asia/Pacific
|
|
|
|
|
|
|
|
|
|
19,774
|
|
|
27.3
|
%
|
|
24,752
|
|
|
32.1
|
%
|
|
Europe
|
|
|
|
|
|
|
|
|
|
11,550
|
|
|
16.0
|
%
|
|
10,581
|
|
|
13.7
|
%
|
|
Africa
|
|
|
|
|
|
|
|
|
|
9,175
|
|
|
12.7
|
%
|
|
6,602
|
|
|
8.6
|
%
|
|
Total
|
|
|
|
|
|
|
|
|
|
$
|
72,409
|
|
|
100.0
|
%
|
|
$
|
77,150
|
|
|
100.0
|
%
|
For the three months ended March 31, 2021, the United States and the United Arab Emirates were the only countries to account for 10% or more of total revenue. For the three months ended March 31, 2020, the United States and the United Arab Emirates were the only countries to account for 10% or more of total revenue.
Operating Profit (Loss) by Geographic Region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
Americas (1)
|
|
|
|
|
|
$
|
4,940
|
|
|
$
|
7,145
|
|
|
Middle East/Asia/Pacific (1)
|
|
|
|
|
|
1,533
|
|
|
1,281
|
|
|
Europe (1)
|
|
|
|
|
|
1,790
|
|
|
1,697
|
|
|
Africa
|
|
|
|
|
|
1,055
|
|
|
863
|
|
|
Corporate (2)
|
|
|
|
|
|
(9,472)
|
|
|
(14,851)
|
|
|
Total
|
|
|
|
|
|
$
|
(154)
|
|
|
$
|
(3,865)
|
|
(1) includes Hill's share of loss (profit) of equity method affiliates on the Consolidated Statements of Operations.
(2) includes foreign exchange losses of $287 and $4,051 for the three months ended March 31, 2021 and 2020, respectively.
Depreciation and Amortization Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
Project Management
|
|
|
|
|
|
$
|
423
|
|
|
$
|
364
|
|
|
Corporate (1)
|
|
|
|
|
|
271
|
|
|
2,060
|
|
|
Total
|
|
|
|
|
|
$
|
694
|
|
|
$
|
2,424
|
|
(1) includes $1,582 additional depreciation charge for the write-off of leasehold improvements related to the Company subletting office space in Philadelphia to a third party for the three months ended March 31, 2020.
Total Revenue by Client Type:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. federal government
|
|
|
|
|
|
|
|
|
|
$
|
3,418
|
|
|
3.9
|
%
|
|
$
|
4,610
|
|
|
4.9
|
%
|
|
U.S. state, regional and local governments
|
|
|
|
|
|
|
|
|
|
27,729
|
|
|
31.8
|
%
|
|
30,551
|
|
|
32.7
|
%
|
|
Foreign governments
|
|
|
|
|
|
|
|
|
|
22,860
|
|
|
26.2
|
%
|
|
25,364
|
|
|
27.2
|
%
|
|
Private sector
|
|
|
|
|
|
|
|
|
|
33,079
|
|
|
38.1
|
%
|
|
32,783
|
|
|
35.2
|
%
|
|
Total
|
|
|
|
|
|
|
|
|
|
$
|
87,086
|
|
|
100.0
|
%
|
|
$
|
93,308
|
|
|
100.0
|
%
|
Property, Plant and Equipment, Net, by Geographic Location:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2021
|
|
December 31, 2020
|
|
|
|
|
|
|
|
Americas
|
|
$
|
7,909
|
|
|
$
|
7,741
|
|
|
Middle East/Asia/Pacific
|
|
824
|
|
|
917
|
|
|
Europe
|
|
547
|
|
|
544
|
|
|
Africa
|
|
313
|
|
|
241
|
|
|
Total
|
|
$
|
9,593
|
|
|
$
|
9,443
|
|
Note 13 — Commitments and Contingencies
Legal Proceedings
From time to time, the Company is a defendant or plaintiff in various legal proceedings which arise in the normal course of business. As such the Company is required to assess the likelihood of any adverse outcomes to these proceedings as well as potential ranges of probable losses. A determination of the amount of the provision required for commitments and contingencies, if any, which would be charged to earnings, is made after careful analysis of each proceeding. The provision may change in the future due to new developments or changes in circumstances. Changes in the provision could increase or decrease the Company’s earnings in the period the changes are made. It is the opinion of management, after consultation with legal counsel, that the ultimate resolution of these proceedings will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
Knowles Limited (“Knowles”), a subsidiary of the Company, is a party to an arbitration proceeding instituted on July 8, 2014 in which Knowles claimed that it was entitled to payment for services rendered to Celtic Bioenergy Limited (“Celtic”). The arbitrator decided in favor of Knowles. The arbitrator’s award was appealed by Celtic to the U.K. High Court of Justice, Queen’s Bench Division, Technology and Construction Court (“Court”). On March 16, 2017, the Court (1) determined that certain relevant facts had been deliberately withheld from the arbitrator by an employee of Knowles and (2) remitted the challenged parts of the arbitrator’s award back to the arbitrator to consider the award in possession of the full facts. In May 2019, Celtic issued a claim against Knowles for negligent application and a hearing was held in December 2019. The arbitration was concluded in August 2020 in Knowles' favor, however, an immaterial cost claim is still under appeal and the Company is still waiting to hear the Court's final decision.
Loss on Performance Bond
On February 8, 2018, the Company received notice from the First Abu Dhabi Bank ("FAB", formerly known as the National Bank of Abu Dhabi) that Public Authority of Housing Welfare of Kuwait submitted a claim for payment on a Performance Guarantee issued by the Company for approximately $7,938 for a project located in Kuwait. FAB subsequently issued, on behalf of the Company, a payment on February 15, 2018. The Company is taking legal action to recover the full Performance Guarantee amount. On September 20, 2018 the Kuwait First Instance Court dismissed the Company's case. As a result, the Company fully reserved the performance guarantee payment above in the first quarter of 2018. The Company filed an appeal before the Kuwait Court of Appeals seeking referral of the matter to a panel of experts for determination. On April 21, 2019, the Court of Appeals ruled to refer the matter to the Kuwait Experts Department. Hearings with the Kuwait Experts Department were held during July and September 2019. A final report was issued by the panel of experts in October 2019 for the held hearings on January 7, 2020 and February 4, 2020 and reserved the case for judgment to be issued. In June 2020, the Kuwait Court of Appeal issued judgement confirming the Kuwait First Instance Court's decision. The Company filed a pleading before the Kuwait Cassation Court in August 2020. Hill's challenges are still pending before the Kuwait Cassation Court and a hearing has not yet been scheduled.
Other
The Company has identified a potential tax liability related to certain foreign subsidiaries’ failure to comply with laws and regulations of the jurisdictions, outside of their home country, in which their employees provided services. The Company has estimated the potential liability to be approximately $1,314, which is included in other liabilities in the consolidated balance sheet at March 31, 2021.
Note 14 — Leases
The Company leases office space, equipment and vehicles throughout the world. Many of the Company's operating leases include one or more options to renew at the Company's sole discretion. The lease renewal option terms generally range from 1 month to 5 years for office leases. The determination of whether to include any renewal or early termination options is made by the Company at lease inception when establishing the term of the lease. Based on the later of the lease's commencement date or Company's adoption of ASC-842 on January 1, 2019, the Company recognizes right-of use lease assets and lease liabilities on its consolidated balance sheet for all leases in excess of one year in duration. The lease liability represents the present value of the remaining lease payments, which only includes payments that are fixed and determinable at the time of commencement, over the lease term. The lease term may be adjusted for renewal or early termination options provided in the leases only if it is reasonably certain that the Company will exercise such options. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
Rent expense for operating leases is recognized on a straight-line basis over the lease term from the lease commencement date through the scheduled expiration date for rent payments that are determined to be fixed, or are determinable at the lease commencement date. Some of the Company's lease arrangements require periodic increases in the Company's base rent that may be subject to certain economic indexes, among other items. In addition, these leases may require the Company to pay property taxes, utilities and other costs related to several of its leased office facilities. Typically, these amounts for such payments cannot be determined at the lease commencement date, and are identified as variable lease payment, which are recognized as incurred.
Total rent expense of $2,138 and $2,307 for the three months ended March 31, 2021 and 2020, respectively, is included in selling, general and administrative and direct expenses in the consolidated statements of operations. Total rent expense for the three months ended March 31, 2021 and 2020 included $489 and $389, respectively, that was associated with leases with an initial term of 12 months or less, in addition to variable costs the Company is responsible for paying on all leases.
The Company subleases certain real estate to third parties. The sublease income recognized for the three months ended March 31, 2021 and 2020 was $368 and $176, respectively.
The following is a schedule of maturities of lease liabilities by year as of March 31, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Lease Payments
|
|
Total Finance Lease Payments
|
|
2021 (excluding the three months ended March 31, 2021)
|
|
$
|
4,994
|
|
|
$
|
82
|
|
|
2022
|
|
5,989
|
|
|
107
|
|
|
2023
|
|
5,208
|
|
|
107
|
|
|
2024
|
|
4,273
|
|
|
72
|
|
|
2025
|
|
3,471
|
|
|
5
|
|
|
Thereafter
|
|
7,552
|
|
|
—
|
|
|
Total minimum lease payments (1)
|
|
31,487
|
|
|
373
|
|
|
Less amount representing imputed interest
|
|
5,743
|
|
|
—
|
|
Present value of lease obligations (2)
|
|
$
|
25,744
|
|
|
$
|
373
|
|
|
Weighted average remaining lease term (years)
|
|
5.55
|
|
3.49
|
|
Weighted average discount rate
|
|
7.09
|
%
|
|
2.16
|
%
|
(1) Partially includes rent expense amounts payable in various foreign currencies and are based on the foreign currency exchange spot rates as of March 31, 2021, where applicable.
(2) Includes $1,091 in operating new lease and lease extensions to lease agreements that have been executed, but has not yet commenced, as of March 31, 2021.