Hill International, Inc.
Table of Contents

 

 

UNITED STATES

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 September 30, 2009

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 001-33961

HILL INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   20-0953973
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
303 Lippincott Centre, Marlton, NJ   08053
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (856) 810-6200

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, and (2) has been subject to such filing requirements for the past 90 days.      Yes  x    No  ¨

Indicate by a check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated Filer  ¨   Accelerated Filer  x   Non-Accelerated Filer  ¨   Smaller Reporting Company  ¨

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.     Yes  ¨    No  x

There were 38,771,398 shares of the Registrant’s Common Stock outstanding at November 3, 2009.

 

 

 


Table of Contents

HILL INTERNATIONAL, INC. AND SUBSIDIARIES

Index to Form 10-Q

 

PART I    FINANCIAL INFORMATION   
Item 1    Financial Statements   
   Consolidated Balance Sheets at September 30, 2009 (unaudited) and December 31, 2008    3
   Consolidated Statements of Earnings for the three- and nine-month periods ended September 30, 2009 and
September 30, 2008 (unaudited)
   4
   Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2009 and September 30, 2008 (unaudited)    5
   Notes to Consolidated Financial Statements    6
Item 2    Management’s Discussion and Analysis of Financial Condition and Results of Operations    23
Item 3    Quantitative and Qualitative Disclosures About Market Risk    36
Item 4    Controls and Procedures    36
PART II    OTHER INFORMATION   
Item 1    Legal Proceedings    37
Item 1A    Risk Factors    38
Item 2    Unregistered Sales of Equity Securities and Use of Proceeds    38
Item 3    Defaults Upon Senior Securities    38
Item 4    Submission of Matters to a Vote of Security Holders    38
Item 5    Other Information    38
Item 6    Exhibits    38
Signatures       39

 

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Item 1. Financial Statements and Supplementary Data

HILL INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

 

     September 30,
2009
    December 31,
2008
 
     (unaudited)     (Revised - Note 2)  
Assets     

Cash and cash equivalents

   $ 29,586      $ 20,430   

Cash - restricted

     2,685        2,613   

Accounts receivable, less allowance for doubtful accounts of $8,209 and $5,999

     141,051        118,124   

Accounts receivable - affiliate

     5,035        9,136   

Prepaid expenses and other current assets

     10,369        10,043   

Income taxes receivable

     581        578   

Deferred tax asset

     1,705        568   
                

Total current assets

     191,012        161,492   

Property and equipment, net

     11,355        11,776   

Cash - restricted, net of current portion

     2,284        1,933   

Retainage receivable, less allowance for doubtful accounts of $38 and $38

     1,472        915   

Acquired intangibles, net

     17,825        19,774   

Goodwill

     43,271        41,290   

Investments

     13,627        11,854   

Deferred tax asset

     3,649        —     

Other assets

     7,873        5,007   
                

Total assets

   $ 292,368      $ 254,041   
                
Liabilities and Stockholders’ Equity     

Due to bank

   $ 2,812      $ 2,906   

Current maturities of notes payable

     443        1,344   

Accounts payable and accrued expenses

     56,272        49,606   

Income taxes payable

     1,335        2,607   

Deferred revenue

     17,687        16,617   

Other current liabilities

     6,170        7,483   
                

Total current liabilities

     84,719        80,563   

Notes payable, net of current maturities

     32,830        14,637   

Retainage payable

     2,050        1,359   

Deferred tax liabilities

     11,048        4,569   

Deferred revenue

     2,448        3,559   

Other liabilities

     9,364        10,338   
                

Total liabilities

     142,459        115,025   
                

Commitments and contingencies

    

Stockholders’ equity:

    

Preferred stock, $.0001 par value; 1,000,000 shares authorized, none issued

     —          —     

Common stock, $.0001 par value; 75,000,000 shares authorized, 43,022,530 shares and 41,715,185 shares issued at September 30, 2009 and December 31, 2008, respectively

     4        4   

Additional paid-in capital

     117,267        114,555   

Retained earnings

     60,867        45,957   

Noncontrolling interests

     3,999        3,510   

Accumulated other comprehensive loss

     (13,791     (15,744
                
     168,346        148,282   

Less treasury stock of 4,251,454 shares and 1,764,111 shares at September 30, 2009 and December 31, 2008, respectively, at cost

     (18,437     (9,266
                

Total stockholders’ equity

     149,909        139,016   
                

Total liabilities and stockholders’ equity

   $ 292,368      $ 254,041   
                

See accompanying notes to consolidated financial statements.

 

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HILL INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data)

(Unaudited)

 

    Three Months Ended     Nine Months Ended  
    September 30, 2009     September 30, 2008     September 30, 2009     September 30, 2008  
          (Revised - Note 2)           (Revised - Note 2)  

Consulting fee revenue

  $ 86,697      $ 87,274      $ 270,388      $ 238,702   

Reimbursable expenses

    16,498        10,826        41,085        37,171   
                               

Total revenue

    103,195        98,100        311,473        275,873   
                               

Cost of services

    50,924        48,982        155,868        131,318   

Reimbursable expenses

    16,498        10,826        41,085        37,171   
                               

Total direct expenses

    67,422        59,808        196,953        168,489   
                               

Gross profit

    35,773        38,292        114,520        107,384   

Selling, general and administrative expenses

    31,536        32,609        102,907        91,953   

Equity in earnings of affiliates

    (3,931     (1,563     (7,390     (2,994
                               

Operating profit

    8,168        7,246        19,003        18,425   

Interest expense (income), net

    511        32        1,043        (317
                               

Earnings before provision for income taxes

    7,657        7,214        17,960        18,742   

Provision for income taxes

    1,636        1,829        2,370        2,098   
                               

Consolidated net earnings

    6,021        5,385        15,590        16,644   

Less: net earnings - noncontrolling interests

    189        178        680        846   
                               

Net earnings attributable to Hill International, Inc.

  $ 5,832      $ 5,207      $ 14,910      $ 15,798   
                               

Basic earnings per common share - Hill International, Inc.

  $ 0.15      $ 0.13      $ 0.37      $ 0.39   
                               

Basic weighted average common shares outstanding

    38,839        40,997        39,911        40,866   
                               

Diluted earnings per common share - Hill International, Inc.

  $ 0.15      $ 0.13      $ 0.37      $ 0.38   
                               

Diluted weighted average common shares outstanding

    39,466        41,472        40,292        41,282   
                               

See accompanying notes to consolidated financial statements.

 

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HILL INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)

 

     Nine Months Ended  
     September 30,
2009
    September 30,
2008
 

Cash flows from operating activities:

    

Consolidated net earnings

   $ 15,590      $ 16,644   

Adjustments to reconcile net earnings to net cash provided by operating activities:

    

Depreciation and amortization

     5,414        4,248   

Equity in earnings of affiliates

     (7,390     (2,994

Provision for bad debts

     3,121        830   

Deferred tax provision

     1,218        1,659   

Stock based compensation

     1,757        2,151   

Changes in operating assets and liabilities, net of acquisitions:

    

Accounts receivable

     (22,888     (11,546

Accounts receivable - affiliate

     4,101        130   

Prepaid expenses and other current assets

     (1,404     (2,118

Income taxes receivable

     (2     (43

Retainage receivable

     (557     (505

Other assets

     615        (3,413

Accounts payable and accrued expenses

     5,220        (1,724

Income taxes payable

     (1,457     (2,624

Deferred revenue

     (1,027     (1,852

Other current liabilities

     (345     3,500   

Retainage payable

     665        367   

Other liabilities

     (1,161     (309
                

Net cash flow provided by operating activities

     1,470        2,401   
                

Cash flows from investing activities:

    

Purchase of businesses, net of cash acquired

     —          (36,450

Distributions from affiliate

     6,300        1,700   

Contributions in affiliate

     (312     —     

Payments for purchase of property and equipment

     (2,245     (6,177
                

Net cash flow provided by (used in) investing activities

     3,743        (40,927
                

Cash flows from financing activities:

    

Due to bank

     (180     (875

Payments on notes payable

     (1,220     (860

Net borrowings on revolving loans

     18,484        5,270   

Deferred loan costs

     (1,741     —     

Proceeds from exercise of stock options and warrants

     —          560   

Proceeds from stock issued under employee stock purchase plan

     384        —     

Purchase of treasury stock under stock repurchase program

     (9,171     —     
                

Net cash flow provided by financing activities

     6,556        4,095   
                

Effect of exchange rate changes on cash

     (2,613     (5,456
                

Net increase (decrease) in cash and cash equivalents

     9,156        (39,887

Cash and cash equivalents – beginning of period

     20,430        66,128   
                

Cash and cash equivalents – end of period

   $ 29,586      $ 26,241   
                

See accompanying notes to consolidated financial statements.

 

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HILL INTERNATIONAL, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 - The Company

Hill International, Inc. (“Hill” or the “Company”) is a construction consulting firm headquartered in Marlton, New Jersey that provides both fee-based project management and construction claims consulting services to clients worldwide. Hill’s clients include the U.S. federal government, U.S. state and local governments, foreign governments, and the private sector. Hill’s business was established in 1976 as a closely held corporation. On June 28, 2006, the closely held Hill (“Old Hill”) merged with and into Arpeggio Acquisition Corp. (“Arpeggio”), a specified purpose acquisition company, at which time Arpeggio changed its name to “Hill International, Inc.” The Company is organized into two key operating divisions: the Project Management Group and the Construction Claims Group.

Note 2 - Basis of Presentation

The accompanying unaudited interim consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States and the interim financial statement rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“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 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, 2008.

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 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.

In June 2009, the Financial Accounting Standards Board (“FASB”) issued the FASB Accounting Standards Codification (the “ASC”). The ASC has become the single source of non-governmental GAAP recognized by the FASB in the preparation of financial statements. The ASC does not supersede the rules or regulations of the Securities and Exchange Commission (“SEC”), therefore, the rules and interpretive releases of the SEC continue to be additional sources of GAAP for the Company. The Company adopted the ASC as of July 1, 2009. The ASC does not change GAAP and did not have an effect on the Company’s financial position, results of operations or cash flows.

 

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New Accounting Pronouncements

On January 1, 2009, the Company adopted a new accounting standard issued by the FASB that establishes accounting and reporting standards for noncontrolling interests in a subsidiary in consolidated financial statements. In accordance with this new standard, the Company has provided a new presentation on the face of the consolidated financial statements to separately classify noncontrolling interests within the equity section of the consolidated balance sheets and to separately report the amounts attributable to controlling and noncontrolling interests in the consolidated statements of operations for all periods presented. The adoption of this standard did not impact earnings per share attributable to the Company’s common stockholders.

On June 30, 2009, the Company adopted a new accounting standard issued by the FASB that requires the Company to evaluate subsequent events through the date the consolidated financial statements are filed with the Securities and Exchange Commission.

On January 1, 2009, the Company adopted a new accounting standard issued by the FASB related to accounting for business combinations using the acquisition method of accounting (previously referred to as the purchase method). Among the significant changes, this standard requires a redefining of the measurement date of a business combination, expensing direct transaction costs as incurred, and recording a liability for contingent consideration at the measurement date with subsequent re-measurements recorded in the results of operations. This standard also requires costs for business restructuring and exit activities related to the acquired company to be included in the post-combination financial results of operations and also provides new guidance for the recognition and measurement of contingent assets and liabilities in a business combination. In addition, this standard requires several new disclosures, including the reasons for the business combination, the factors that contribute to the recognition of goodwill, the amount of acquisition related third-party expenses incurred, the nature and amount of contingent consideration, and a discussion of pre-existing relationships between the parties. The application of this standard is likely to have a significant impact on how the Company allocates the purchase price of prospective business combinations, including the recognition and measurement of assets acquired and liabilities assumed and the expensing of direct transaction costs and costs to integrate the acquired business.

In June 2009, the FASB issued a new accounting standard that is to be applied to financial asset transfers on or after the effective date, which is January 1, 2010 for the Company’s financial statements. The standard limits the circumstances in which a financial asset may be de-recognized when the transferor has not transferred the entire financial asset or has continuing involvement with the transferred asset. The concept of a qualifying special-purpose entity, which had previously facilitated sale accounting for certain asset transfers, has been eliminated. The Company expects that adoption of this accounting standard will not have a material effect on its financial position or results of operations.

In June 2009, FASB amended an accounting standard which deals with accounting for variable interest entities. The amendment is effective for reporting periods beginning after November 15, 2009. The amendment changes the process for how an enterprise determines which party consolidates a variable interest entity (“VIE”) to a primarily qualitative analysis. The amendment defines the party that consolidates the VIE (the primary beneficiary) as the party with (1) the power to direct activities of the VIE that most significantly affect the VIE’s economic performance and (2) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. Upon adoption of the amendment, reporting enterprises must reconsider their conclusions on whether an entity should be consolidated and should a change result, the effect on net assets will be recorded as a cumulative effect adjustment to retained earnings. The Company expects that adoption of this amendment will not have a material effect on its financial position or results of operations.

 

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Note 3 - Comprehensive Earnings

The following table summarizes the Company’s comprehensive earnings:

 

     Three months ended     Nine months ended  

(in thousands)

   September 30,
2009
    September 30,
2008
    September 30,
2009
   September 30,
2008
 

Net earnings – Hill International, Inc.

   $ 5,832      $ 5,207      $ 14,910    $ 15,798   

Foreign currency translation adjustment, net of tax

     16        (6,485     1,740      (5,068

Other, net of tax

     (196     —          213      —     
                               

Comprehensive earnings

   $ 5,652      $ (1,278   $ 16,863    $ 10,730   
                               

Note 4 - Accounts Receivable

The components of accounts receivable are as follows:

 

(in thousands)

   September 30, 2009     December 31, 2008  

Billed

   $ 124,626      $ 98,558   

Retainage, current portion

     3,107        4,696   

Unbilled

     21,527        20,869   
                
     149,260        124,123   

Allowance for doubtful accounts

     (8,209     (5,999
                
   $ 141,051      $ 118,124   
                

Note 5 - Intangible Assets

The following table summarizes the Company’s acquired intangible assets as of September 30, 2009 and December 31, 2008:

 

     September 30, 2009    December 31, 2008

(in thousands)

   Gross
Carrying
Amount
   Accumulated
Amortization
   Gross
Carrying
Amount
   Accumulated
Amortization

Contract rights

   $ 7,804    $ 4,598    $ 7,628    $ 3,462

Client relationships

     18,078      4,084      17,210      2,401

Trade names

     1,354      732      1,200      409

Covenant not to compete

     18      15      18      10
                           

Total

   $ 27,254    $ 9,429    $ 26,056    $ 6,282
                           

Intangible assets, net

   $ 17,825       $ 19,774   
                   

 

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Amortization expense related to intangible assets totaled $914,000 and $737,000 for the three months ended September 30, 2009 and 2008, respectively, and totaled $2,589,000 and $1,967,000 for the nine months ended September 30, 2009 and 2008, respectively. The following table presents the estimated amortization expense based on our present intangible assets for the next five years:

 

Year ending December 31,

   Estimated amortization
expense
     (in thousands)

2009 (remaining 3 months)

   $ 867

2010

     3,438

2011

     3,334

2012

     2,479

2013

     2,033

Note 6 - Goodwill

The Company performs its annual goodwill impairment testing, by reporting unit, in the third quarter, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. Application of the goodwill impairment test requires significant judgments including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the businesses, the useful life over which cash flows will occur, and determination of the Company’s weighted average cost of capital. Changes in these estimates and assumptions could materially affect the determination of fair value and/or conclusions on goodwill impairment for each reporting unit. The Company performed its annual impairment test effective July 1, 2009 and noted no impairment for either of its reporting units.

The following table summarizes the changes in the Company’s carrying value of goodwill during 2009 (in thousands):

 

Segment

   Balance at
December 31,
2008
   Adjustments     Translation
Adjustments
   Balance at
September 30,
2009

Project Management

   $ 22,654    $ (34   $ 559    $ 23,179

Construction Claims

     18,636      (50     1,506      20,092
                            

Total

   $ 41,290    $ (84   $ 2,065    $ 43,271
                            

Note 7 - Accounts Payable and Accrued Expenses

Below are the components of accounts payable and accrued expenses:

 

(in thousands)

   September 30, 2009    December 31, 2008

Accounts payable

   $ 18,638    $ 17,067

Accrued payroll

     20,299      18,088

Accrued subcontractor fees

     6,960      4,193

Accrued legal and professional cost

     8,455      6,552

Accrued earnout related to Euromost acquisition

     —        1,526

Other accrued expenses

     1,920      2,180
             
   $ 56,272    $ 49,606
             

 

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Note 8 - Notes Payable

Outstanding debt obligations are as follows:

 

(in thousands)

   September 30, 2009    December 31, 2008

Revolving credit loan payable to a bank group led by Bank of America, N.A. up to $100,000,000. The weighted average rate for all borrowings at September 30, 2009 was 3.9% (For more information see below).

   $ 32,700    $ 14,500

Note payable, paid February 1, 2009, for the Pickavance acquisition with an original issue discount of $231,000 at an imputed interest rate of 8.0%.

     —        407

Revolving credit loan payable to Barclays Bank PLC up to £500,000 (approximately $798,000 and $723,000 at September 30, 2009 and December 31, 2008, respectively), with interest at 2.00% plus The Bank of England rate of 0.50% (or 2.50%) at both September 30, 2009 and December 31, 2008, collateralized by cross guarantees of various United Kingdom companies. The loan has an expiration date of March 6, 2010.

     410      106

Note payable in connection with the Euromost acquisition, non-interest bearing, paid June 17, 2009.

     —        707

Other

     163      261
             
     33,273      15,981

Less current maturities

     443      1,344
             

Notes payable, net of current maturities

   $ 32,830    $ 14,637
             

On June 30, 2009, the Company replaced the $60,000,000 credit facility that it entered into in 2008 with Bank of America, N.A. with a new credit facility providing the ability to borrow up to $100,000,000. The new credit facility has been made pursuant to the terms of a new credit agreement (the “Credit Agreement”) dated as of June 30, 2009 among the Company, Bank of America, N.A., Capital One, N.A., The PrivateBank and Trust Company and PNC Bank N.A. The Credit Agreement also provides for a letter of credit sub-facility of up to $30,000,000. Obligations under the Credit Agreement are collateralized by all of the Company’s assets, including, without limitation, accounts receivable, equipment, securities, financial assets and the proceeds of the foregoing, as well as by a pledge of 65% of the outstanding capital stock of its wholly owned subsidiary, Hill International S.A. The Credit Agreement expires on June 30, 2012. The Company incurred costs of approximately $1,741,000 in connection with establishing the new credit facility. Such costs have been deferred and are being amortized to interest expense over the life of the loan.

 

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The Credit Agreement provides for Base Rate loans and Eurodollar Rate loans. Base Rate loans bear interest at a fluctuating rate per annum equal to the sum of (a) the highest of (i) the Federal Funds Rate plus 0.5%, (ii) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate” and (iii) the Eurodollar Rate plus 1.00%, plus (b) an Applicable Rate which may vary between 1.75% and 2.50% depending on the Company’s consolidated leverage ratio at the time of the borrowing. Eurodollar Rate loans bear interest at a rate per annum equal to the British Bankers Association LIBOR Rate plus an Applicable Rate which may vary between 2.75% and 3.50% depending on the Company’s consolidated leverage ratio at the time of the borrowing.

The Credit Agreement contains financial covenants regarding the Company’s consolidated net worth, consolidated leverage ratio, consolidated fixed charge coverage ratio and the ratio of consolidated billed and unbilled accounts receivable to consolidated senior indebtedness, as well as other covenants and certain restrictions on the incurrence of debt, on the making of investments, on the payment of dividends, on transactions with affiliates and other affirmative and negative covenants and events of default customary for facilities of its type. At September 30, 2009, the Company was in compliance with all of the loan covenants.

As of September 30, 2009, the Company had $7,451,000 in outstanding letters of credit which reduced availability under the credit facility. Due to the limitations of the ratio of the Company’s consolidated billed and unbilled accounts receivable to consolidated senior indebtedness, total remaining availability at September 30, 2009 was $34,479,000.

The Company also maintains a credit facility with a bank in the Middle East for AED 11,500,000 (approximately $3,131,000 at both September 30, 2009 and December 31, 2008) collateralized by certain overseas receivables. The interest rate on that facility is the three-month Emirates InterBank Offer Rate (“EIBOR”), which at September 30, 2009 was 2.16%, plus 2.0% (or 4.16%) and at December 31, 2008 was 4.33%, plus 2.0% (or 6.33%). At both September 30, 2009 and December 31, 2008, there were no outstanding borrowings under this facility. This facility expires on December 24, 2009.

The Company also maintains a revolving credit loan payable with a European bank up to €1,000,000 (approximately $1,459,000 and $1,414,000 at September 30, 2009 and December 31, 2008, respectively), with interest rates at 2.50% plus the Bank’s prime rate of 6.50% (or 9.00%) at September 30, 2009 and 2.50% plus the Bank’s prime rate of 8.00% (or 10.50%) at December 31, 2008, collateralized by certain assets of the Company. At September 30, 2009 and December 31, 2008, there were no outstanding borrowings under this facility which expires on April 30, 2010.

The Company also maintains an unsecured credit facility with a bank in Spain for €750,000 (approximately $1,091,000 and $1,061,000 at September 30, 2009 and December 31, 2008 respectively). The interest rate on that facility is the three month EURIBOR rate which at September 30, 2009 was 1.50%, plus 0.75% (or 2.25%) and at December 31, 2008 was 3.68%, plus 0.75% (or 4.43%). At September 30, 2009 and December 31, 2008, there were no outstanding borrowings under this facility which expires on December 18, 2009.

 

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Note 9 - Supplemental Cash Flow Information

The following table provides additional cash flow information:

 

     Nine months ended

In thousands

   September 30, 2009    September 30, 2008

Interest paid

   $ 1,435    $ 283

Income taxes (refunded) paid

   $ 2,040    $ 4,925

Effective July 31, 2009, the Company issued 60,268 shares of its common stock in final settlement of the contingent consideration, initially estimated at $1,000,000, for the acquisition of PCI Group, LLC. Per the acquisition agreement, the shares were valued using $15.77 per share, the closing price on July 28, 2008, or a total of approximately $950,000. Upon issuance, the Company increased additional paid-in capital by $950,000, reduced goodwill by $50,000 and eliminated the estimate of $1,000,000 originally reflected in accrued expenses.

Note 10 - Equity in Earnings of Affiliates

Equity in earnings of affiliates primarily reflects the Company’s ownership of 33.33% of the members’ equity of Stanley Baker Hill, LLC (“SBH”) and its ownership of 50.00% of the members’ equity of Hill TMG.

Stanley Baker Hill, LLC

SBH is a joint venture formed in February 2004 between Stanley Consultants, Inc., Michael Baker, Jr. Inc. and Hill. SBH has a contract for an indefinite delivery and indefinite quantity for construction management and general architect-engineer services for facilities in Iraq with the U.S. Army Corps of Engineers.

At September 30, 2009 and December 31, 2008, the Company reported receivables totaling $1,326,000 and $7,654,000, respectively, from SBH for work performed by the Company as a subcontractor to SBH. Such amounts were payable in accordance with the subcontract agreement between the Company and SBH.

Revenue from SBH pursuant to such subcontract agreement for the three-month periods September 30, 2009 and 2008 was $7,682,000 and $7,417,000, respectively, and for the nine-month periods ended September 30, 2009 and 2008 was $28,766,000 and $20,911,000, respectively.

Hill TMG

Hill TMG is a joint venture formed in May 2008 between Talaat Moustafa Group Holding Co. (“TMG”) and Hill. Hill TMG is managing the construction of several of TMG’s largest developments in Egypt and elsewhere in the Middle East.

At September 30, 2009 and December 31, 2008, the Company reported receivables totaling $2,318,000 and $1,482,000, respectively for work performed by the Company as a subcontractor to Hill TMG. Such amounts are payable in accordance with the subcontract agreement between the Company and Hill TMG.

Revenue from Hill TMG pursuant to such subcontract agreement for the three-month periods ended September 30, 2009 and 2008 was $786,000 and $906,000, respectively and for the nine-month periods ended September 30, 2009 and 2008 was $2,737,000 and $1,368,000, respectively.

 

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The following table summarizes the Company’s equity in earnings from affiliates:

 

     Three Months Ended    Nine Months Ended
      September 30, 2009    September 30, 2008    September 30, 2009     September 30, 2008

In thousands:

          

Stanley Baker Hill

   $ 3,585    $ 700    $ 6,445      $ 2,131

Hill TMG

   $ 339      863      947        863

Other

   $ 7      —        (2     —  
                            

Total

   $ 3,931    $ 1,563    $ 7,390      $ 2,994
                            

Note 11 - Earnings per Share

Basic earnings per common share have been computed using the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share incorporate the incremental shares issuable upon the assumed exercise of stock options, warrants and unit purchase options, if dilutive. Dilutive shares were 626,557 shares and 475,828 shares for the three-month periods ended September 30, 2009 and 2008, respectively, and 381,062 shares and 415,520 shares for the nine-month periods ended September 30, 2009 and 2008, respectively. Certain stock options were excluded from the 2009 calculation of diluted earnings per common share because their effect was antidilutive. The total number of such shares excluded from diluted earnings per common share was 891,500 shares for the three-month period ended September 30, 2009, and 808,273 shares for the nine-month period ended September 30, 2009. The 1,000,000 common shares, which were issued in April 2009 in connection with the 2008 earn-out provision of the merger agreement with Arpeggio, have been included, effective January 1, 2009, in both the basic and diluted weighted average shares for the three- and nine-month periods ended September 30, 2009.

Note 12 - Share-Based Compensation

At September 30, 2009, the Company had 2,012,395 options outstanding with a weighted average exercise price of $5.16. During the nine-month period ended September 30, 2009, the Company granted 855,000 options which vest over a five-year period, 200,000 options which vest over a four year-period and 104,895 options which vested immediately. The options have a weighted average exercise price of $2.65 and a weighted-average contractual life of 4.65 years. The aggregate fair value of the options was $1,248,000 calculated using the Black-Scholes valuation model. The weighted average assumptions used to calculate fair value were: expected life – 4.65 years; volatility – 48.2% and risk free interest rate – 1.85%. During the first nine months of 2009, options for 127,000 shares with a weighted average exercise price of $8.12 were forfeited.

During the nine-month period ended September 30, 2009, the Company issued 66,000 shares of restricted common stock to certain of its officers under the Company’s 2007 Restricted Stock Grant Plan.

During the nine-month period ended September 30, 2009, the Company issued 66,410 shares of common stock to certain directors under the Company’s 2009 Non-Employee Director Stock Grant Plan.

During the nine-month period ended September 30, 2009, employees purchased 114,667 common shares, for an aggregate purchase price of $338,000, pursuant to the Company’s 2008 Employee Stock Purchase Plan.

 

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The Company recognized share-based compensation expense in selling, general and administrative expenses in the consolidated statement of earnings totaling $433,000 and $602,000 for the three-month periods ended September 30, 2009 and 2008, respectively, and $1,757,000 and $2,151,000 for the nine-month periods ended September 30, 2009 and 2008, respectively.

Note 13 - Stockholders’ Equity

On November 10, 2008, the Board of Directors approved a stock repurchase program whereby the Company may purchase shares of its common stock up to a total purchase price of $20,000,000 over the subsequent 12 months. During 2009, the Company purchased a total of 2,487,343 shares at a cost of approximately $9,171,000, including 1,000,000 shares purchased from the Company’s Chairman and Chief Executive Officer for $4,300,000. The transaction with the Company’s Chairman and Chief Executive Officer was authorized by the Board of Directors on June 30, 2009 and was based on the closing price of the Company’s common stock on that date. To date, the Company has purchased 3,652,172 shares of its common stock for an aggregate purchase price of $15,108,000, or $4.14 per share under this program. On August 4, 2009, the Board of Directors amended the stock repurchase program to increase the authorized amount to $40,000,000 and extend the program to December 31, 2010.

Effective July 31, 2009, the Company issued 60,268 shares of its common stock in final settlement of the contingent consideration, initially estimated at $1,000,000, for the acquisition of PCI Group, LLC. Per the acquisition agreement, the shares were valued using $15.77 per share, the closing price on July 28, 2008, or a total of approximately $950,000. Upon issuance, the Company increased additional paid-in capital by $950,000, reduced goodwill by $50,000 and eliminated the estimate of $1,000,000 originally reflected in accrued expenses.

Note 14 - Income Taxes

During the three-month period ending September 30, 2009, the Company recognized an increase in the reserves for uncertain tax positions of $787,000 and a $1,096,000 benefit resulting from adjustments to agree the 2008 book amount to the actual amounts per the tax returns, primarily related to foreign subsidiaries. During the nine-month periods ended September 30, 2009 and 2008, the Company recognized income tax benefits of $1,807,000 and $2,506,000, respectively, due to the expiration of the statute of limitations upon the filing of certain income tax returns resulting in a reduction in the reserves for uncertain tax positions. Also, during the nine-month period ended September 30, 2009, the Company recognized an increase in the reserves for uncertain tax positions of $721,000, primarily related to foreign subsidiaries.

 

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The following table indicates the changes to the Company’s uncertain tax positions for the three- and nine-month periods ended September 30, 2009, including interest and penalties:

 

(in thousands

   Three months ended
September 30, 2009
   Nine months ended
September 30, 2009
 

Balance, beginning of period

   $ 1,522    $ 3,395   

Increase as a result of tax positions taken during 2009

     721      721   

Increase (decrease) as a result of tax positions taken prior to 2009

     66      (336

Decrease due to the expiration of the statute of limitations

     —        (1,471
               

Balance, September 30, 2009

   $ 2,309    $ 2,309   
               

The Company’s policy is to record income tax related interest and penalties in income tax expense. At September 30, 2009, potential interest and penalties related to uncertain tax positions amounting to $1,038,000 was included in the balance above. The balance is included in “Other liabilities” in the consolidated balance sheet at September 30, 2009.

The Company’s income tax expense for the nine-month period ended September 30, 2008 was adversely affected by a modification to the cash-to-accrual adjustment which was required when the Company became a publicly-held entity in 2006. The net adjustment was $1,300,000.

The effective income tax rates for the three-month periods ended September 30, 2009 and 2008 were 21.4% and 25.4%, respectively, and the effective income tax rates for the nine-month periods ended September 30, 2009 and 2008 were 13.2% and 11.2%, respectively. Excluding the effect of the reserve adjustment, the provision to return adjustment and the cash-to-accrual adjustment, the effective income tax rate would have been 25.4% and 24.9% for the three-month periods ended September 30, 2009 and 2008 respectively, and 25.4% and 16.9% respectively, for the nine-month periods ended September 30, 2009 and 2008.

Note 15 - Business Segment Information

The Company’s business segments reflect how executive management makes resource decisions and assesses its performance. The Company bases these decisions on the type of services provided (Project Management and Construction Claims services) and secondarily by their geography (Americas, Europe, the Middle East, North Africa and Asia/Pacific).

The Project Management business segment provides extensive construction and project management services to construction owners worldwide. Such services include program management, project management, construction management, project management oversight, staff augmentation, management consulting, and estimating and cost management services.

The Construction Claims business segment provides such services as claims consulting, litigation support, expert witness testimony, cost and damages assessment, delay and disruption analysis, lender advisory, and adjudication services to clients worldwide.

The Company evaluates the performance of its segments primarily on operating profit before corporate overhead allocations and income taxes.

 

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The following tables reflect the required disclosures for the Company’s reportable segments for the three- and nine-month periods ended September 30, 2009 and 2008 (in thousands):

Three Months Ended:

Consulting Fee Revenue:

 

     Three months ended  
     September 30, 2009     September 30, 2008  

Project Management

   $ 65,255    75.3   $ 64,776    74.2

Construction Claims

     21,442    24.7     22,498    25.8
                          

Total

   $ 86,697    100.0   $ 87,274    100.0
                          

Total Revenue:

 

     Three months ended  
     September 30, 2009     September 30, 2008  

Project Management

   $ 81,092    78.6   $ 74,430    75.9

Construction Claims

     22,103    21.4     23,670    24.1
                          

Total

   $ 103,195    100.0   $ 98,100    100.0
                          

Operating Profit:

 

     Three months ended  
     September 30,
2009
    September 30,
2008
 

Project Management before equity in earnings of affiliates

   $ 8,165      $ 9,238   

Equity in earnings of affiliates

     3,931        1,563   
                

Total Project Management

     12,096        10,801   

Construction Claims

     1,780        2,517   

Corporate Expenses

     (5,708     (6,072
                

Total

   $ 8,168      $ 7,246   
                

 

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Depreciation and Amortization Expense:

 

     Three months ended
     September 30,
2009
   September 30,
2008

Project Management

   $ 1,085    $ 841

Construction Claims

     579      529
             

Subtotal segments

     1,664      1,370

Corporate

     236      195
             

Total

   $ 1,900    $ 1,565
             

Consulting Fee Revenue by Geographic Region:

 

     Three months ended  
     September 30, 2009     September 30, 2008  

Americas

   $ 17,743    20.5   $ 19,878    22.8

Europe

     24,600    28.4     30,895    35.4

Middle East

     30,982    35.7     28,203    32.3

North Africa

     11,799    13.6     6,339    7.3

Asia/Pacific

     1,573    1.8     1,959    2.2
                          

Total

   $ 86,697    100.0   $ 87,274    100.0
                          

Total Revenue by Geographic Region:

 

     Three months ended  
     September 30, 2009     September 30, 2008  

Americas

   $ 31,987    31.0   $ 29,153    29.7

Europe

     25,715    24.9     32,038    32.7

Middle East

     31,920    30.9     28,390    28.9

North Africa

     11,925    11.6     6,535    6.7

Asia/Pacific

     1,648    1.6     1,984    2.0
                          

Total

   $ 103,195    100.0   $ 98,100    100.0
                          

Consulting Fee Revenue By Client Type:

 

     Three months ended  
     September 30, 2009     September 30, 2008  

U.S. federal government

   $ 10,321    11.9   $ 10,471    12.0

U.S. state, local and regional government

     8,470    9.8     9,637    11.0

Foreign government

     12,559    14.5     11,155    12.8

Private sector

     55,347    63.8     56,011    64.2
                          

Total

   $ 86,697    100.0   $ 87,274    100.0
                          

 

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Total Revenue By Client Type:

 

     Three months ended  
     September 30, 2009     September 30, 2008  

U.S. federal government

   $ 10,607    10.3   $ 10,807    11.0

U.S. state, local and regional government

     22,253    21.6     17,341    17.7

Foreign government

     13,247    12.8     11,364    11.6

Private sector

     57,088    55.3     58,588    59.7
                          

Total

   $ 103,195    100.0   $ 98,100    100.0
                          

Nine Months Ended:

Consulting Fee Revenue:

 

     Nine months ended  
     September 30, 2009     September 30, 2008  

Project Management

   $ 206,595    76.4   $ 173,483    72.7

Construction Claims

     63,793    23.6     65,219    27.3
                          

Total

   $ 270,388    100.0   $ 238,702    100.0
                          

Total Revenue:

 

     Nine months ended  
     September 30, 2009     September 30, 2008  

Project Management

   $ 245,613    78.9   $ 207,430    75.2

Construction Claims

     65,860    21.1     68,443    24.8
                          

Total

   $ 311,473    100.0   $ 275,873    100.0
                          

Operating Profit:

 

     Nine months ended  
     September 30, 2009     September 30, 2008  

Project Management before equity in earnings of affiliates

   $ 25,926      $ 24,135   

Equity in earnings of affiliates

     7,390        2,994   
                

Total Project Management

     33,316        27,129   

Construction Claims

     4,988        8,148   

Corporate Expenses

     (19,301     (16,852
                

Total

   $ 19,003      $ 18,425   
                

 

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Depreciation and Amortization Expense:

 

     Nine months ended
     September 30, 2009    September 30, 2008

Project Management

   $ 3,021    $ 2,265

Construction Claims

     1,711      1,463
             

Subtotal segments

     4,732      3,728

Corporate

     682      520
             

Total

   $ 5,414    $ 4,248
             

Consulting Fee Revenue by Geographic Region:

 

     Nine months ended  
     September 30, 2009     September 30, 2008  

Americas

   $ 55,429    20.5   $ 57,898    24.3

Europe

     79,219    29.3     79,791    33.4

Middle East

     97,126    35.9     82,848    34.7

North Africa

     33,236    12.3     12,740    5.3

Asia/Pacific

     5,378    2.0     5,425    2.3
                          

Total

   $ 270,388    100.0   $ 238,702    100.0
                          

Total Revenue by Geographic Region:

 

     Nine months ended  
     September 30, 2009     September 30, 2008  

Americas

   $ 88,620    28.5   $ 88,986    32.2

Europe

     81,952    26.3     83,572    30.3

Middle East

     101,353    32.5     84,557    30.7

North Africa

     33,921    10.9     13,258    4.8

Asia/Pacific

     5,627    1.8     5,500    2.0
                          

Total

   $ 311,473    100.0   $ 275,873    100.0
                          

 

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Consulting Fee Revenue By Client Type:

 

     Nine months ended  
     September 30, 2009     September 30, 2008  

U.S. federal government

   $ 36,206    13.4   $ 29,836    12.5

U.S. state, local and regional government

     27,702    10.2     27,482    11.5

Foreign government

     36,918    13.7     23,134    9.7

Private sector

     169,562    62.7     158,250    66.3
                          

Total

   $ 270,388    100.0   $ 238,702    100.0
                          

Total Revenue By Client Type:

 

     Nine months ended  
     September 30, 2009     September 30, 2008  

U.S. federal government

   $ 37,057    11.9   $ 31,245    11.3

U.S. state, local and regional government

     59,417    19.1     55,205    20.0

Foreign government

     38,229    12.3     24,826    9.0

Private sector

     176,770    56.7     164,597    59.7
                          

Total

   $ 311,473    100.0   $ 275,873    100.0
                          

Total Assets by Geographic Region:

 

     September 30, 2009    December 31, 2008

Americas

   $ 138,501    $ 138,189

Europe

     91,653      68,603

Middle East

     54,957      41,798

North Africa

     3,760      1,876

Asia/Pacific

     3,497      3,575
             

Total

   $ 292,368    $ 254,041
             

Property, Plant and Equipment, Net by Geographic Location:

 

     September 30, 2009    December 31, 2008

Americas

   $ 6,205    $ 6,437

Europe

     2,738      3,046

Middle East

     1,881      1,748

North Africa

     251      278

Asia/Pacific

     280      267
             

Total

   $ 11,355    $ 11,776
             

 

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Note 16 - Concentrations

The Company had one client that accounted for 12% of total revenue for both the three-month and nine-month periods ended September 30, 2009. The Company had one client which accounted for 10% of total revenue for the nine-month period ended September 30, 2008. The Company had no clients that accounted for 10% or more of total revenue for the three-month period ended September 30, 2008.

The Company had one client which accounted for 10% of consulting fee revenue for the three-month period ended September 30, 2009 and one client that accounted for 11% of consulting fee revenue for the nine-month period ended September 30, 2009. The Company had one client which accounted for 11% of consulting fee revenue for the three-month period ended September 30, 2008 and no clients that accounted for 10% or more of consulting fee revenue during the nine-month period ending September 30, 2008.

One of the Company’s clients accounted for 19% of accounts receivable as of September 30, 2009. The Company had no clients that accounted for 10% or more of accounts receivable at December 31, 2008.

The Company has numerous contracts with U.S. federal government agencies that collectively accounted for 10% and 11% of total revenue during the three-month periods ended September 30, 2009 and 2008, respectively, and 12% and 11% of total revenue during the nine-month periods ended September 30, 2009 and 2008, respectively.

Note 17 - Commitments and Contingencies

Litigation

On September 23, 1996, William Hughes General Contractors, Inc. (“Hughes”) filed a complaint in the Superior Court of New Jersey, Law Division, Gloucester County, against the Monroe Township Board of Education, the Company and other parties, alleging breach of contract and other causes of action in connection with its performance of a construction project for Monroe Township, seeking in excess of $3,500,000 in damages. Monroe Township, which had terminated Hughes from the construction project prior to the commencement of the litigation on the basis of Hughes’ performance, made a cross claim against the Company and other parties for contribution and indemnification. Monroe Township is seeking approximately $89,000 damages from the Company, in addition to an indemnification for Hughes’ claims. In relation to the Hughes claims, a claim was made against the Company by Fidelity and Deposit Company of Maryland (“F&D”). F&D claimed damages in the range of $425,000 to $470,000. The F&D claim was being defended by the New Jersey Professional Liability Insurance Guarantee Association (“NJPLIGA”) and losses were covered up to $300,000. On September 18, 2009 the parties reached a global settlement in which the NJPLIGA agreed to pay $110,000 to Hughes and Hill agreed to pay $30,000. The Company’s payment of $30,000 is reflected in selling, general and administrative expenses in the consolidated statement of earnings for the three- and nine-month periods ended September 30, 2009.

On July 16, 2009, Al Areen Desert Resort Holding Company (“Al Areen”) filed a complaint with the Ministry of Justice & Islamic Affairs in the Kingdom of Bahrain against the Company alleging breach of contract and other causes of action in connection with its performance of a construction project known as Al Areen Desert Spa & Resort (“Project”), seeking the sum of approximately 10,200,000 Bahraini Dinars (approximately $27,166,000 at September 30, 2009) in damages. The Company provided project management services on the Project and Al Areen failed to pay the Company approximately 679,000 Bahraini Dinars ($1,801,000 at September 30, 2009) for services rendered on the Project. The Company served a notice of termination on

 

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April 28, 2009. On September 26, 2009, the Company filed a Request for Arbitration with the International Chamber of Commerce, International Court of Arbitration, seeking the sum of 679,000 Bahraini Dinars in damages. The Company has reserved approximately $300,000 against the receivable, however, the Company believes that Al Areen’s claim is without merit and, based on the Company’s current understanding and evaluation of the relevant facts and circumstances, no accrual has been made because the Company considers the chance of loss to be remote.

General Litigation

From time to time, the Company is a defendant or plaintiff in various legal actions which arise in the normal course of business. As such the Company is required to assess the likelihood of any adverse outcomes to these matters as well as potential ranges of probable losses. A determination of the amount of the provision required for these commitments and contingencies, if any, which would be charged to earnings, is made after careful analysis of each matter. 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 matters will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Note 18 - Subsequent Events

Management performed an evaluation of the Company’s activities through the time of filing this Quarterly Report on Form 10-Q on November 6, 2009 and has concluded that there are no significant subsequent events requiring recognition or disclosure in these consolidated financial statements.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

We make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We use forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intend,” and “continue” or similar words. You should read statements that contain these words carefully because they discuss future expectations, contain projections of future results of operations or financial condition or state other “forward-looking” information. However, there may be events in the future that we are not able to predict accurately or over which we have no control. Examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements include those described in Part I, Item 1A “Risk Factors” of our 2008 Form 10-K. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements included herein attributable to us are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, we undertake no obligations to update these forward-looking statements.

We provide fee-based project management and construction claims services to clients worldwide, but primarily in the United States, Europe, the Middle East, North Africa and Asia/Pacific. Our clients include the United States and other national governments and their agencies, state and local governments and their agencies, and the private sector. Hill is organized into two key operating segments: the Project Management Group and the Construction Claims Group.

We are one of the leading firms in the world in both the project management and construction claims consulting businesses. We are a global company with approximately 2,300 employees operating from 80 offices in more than 30 countries.

We derive our revenues from fees for professional services. As a service company we are labor intensive rather than capital intensive. Our revenue is driven by our ability to attract and retain qualified and productive employees, identify business opportunities, secure new and renew existing client contracts, provide outstanding services to our clients and execute projects successfully. Our income from operations is derived from our ability to generate revenue and collect cash under our contracts in excess of direct labor and other direct costs of executing the projects, subcontractors and other reimbursable costs and selling, general and administrative costs.

In addition, we believe there are high barriers to entry for new competitors, especially in the project management market. We compete for business based on reputation and past experience, including client requirements for substantial similar project and claims work. We have developed significant long-standing relationships which bring us repeat business and would be very difficult to replicate. We have an excellent reputation for developing and rewarding employees, which allows us to attract and retain superior professionals.

Critical Accounting Policies

The Company’s interim financial statements were prepared in accordance with generally accepted accounting principles, which require management to make subjective decisions, assessments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the judgment increases, such judgments become even more subjective. While management believes its assumptions are reasonable and appropriate, actual results may be materially different than estimated. The critical accounting estimates and assumptions identified in the Company’s 2008 Annual Report on Form 10-K, filed March 16, 2009 with the Securities and Exchange Commission, have not materially changed.

 

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We operate through two segments: the Project Management Group and the Construction Claims Group. Reimbursable expenses are reflected in equal amounts in both total revenue and total direct expenses. Because these revenues/costs are subject to significant fluctuation from year to year, we measure the performance of many of our key operating metrics as a percentage of consulting fee revenue (“CFR”), as we believe that this is a better and more consistent measure of operating performance than total revenue.

Three Months Ended September 30, 2009 Compared to

Three Months Ended September 30, 2008

Results of Operations

Consulting Fee Revenue (“CFR”)

 

     Three months ended  

(in thousands)

   September 30, 2009     September 30, 2008     Change  

Project Management

   $ 65,255    75.3   $ 64,776    74.2   $ 479      0.7

Construction Claims

     21,442    24.7     22,498    25.8     (1,056   (4.7
                                    

Total

   $ 86,697    100.0   $ 87,274    100.0   $ (577   (0.7 )% 
                                    

Hill’s CFR decreased 0.7% to $86,697,000 in the third quarter of 2009 from $87,274,000 in the third quarter of 2008. This was comprised of an organic 1.5% decrease primarily from Europe offset by an increase of 0.8% from acquisitions.

During the third quarter of 2009, Hill’s project management CFR growth of 0.7% was all organic. The dollar increase in project management CFR consisted of a $2,063,000 increase in foreign projects and a decrease of $1,585,000 in domestic projects. The increase in foreign project management CFR was primarily due to increases of $5,461,000 generated in North Africa and $2,033,000 in the Middle East. Growth in North Africa was primarily due to large new contracts in Libya. Decreases in Europe (primarily due to the downturn in the economies of Spain and Poland) partially offset these increases. The decrease in domestic projects consisted primarily of New Jersey and Texas partially offset by increases in Pennsylvania and the Southwest Region.

During the third quarter of 2009, Hill’s construction claims CFR decrease of 4.7% was comprised of an organic 8.0% decrease partially offset by 3.3% growth from the acquisitions of PCI Group, LLC (“PCI”) and Chitester Management Systems, Inc. (“Chitester”). The dollar change in construction claims CFR is primarily attributable to a $1,562,000 decrease due to the change in the average exchange rate of the British pound to the U.S. dollar from an average of $1.89 during the third quarter of 2008 to $1.64 for the third quarter of 2009.

 

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Reimbursable Expenses

 

     Three months ended  

(in thousands)

   September 30, 2009     September 30, 2008     Change  

Project Management

   $ 15,837    96.0   $ 9,654    89.2   $ 6,183      64.0

Construction Claims

     661    4.0     1,172    10.8     (511   (43.6
                                    

Total

   $ 16,498    100.0   $ 10,826    100.0   $ 5,672      52.4
                                    

Reimbursable expenses consist of amounts paid to subcontractors and other third parties and travel and other job-related expenses that are contractually reimbursable from clients. These items are reflected as separate line items in both our revenue and cost of services captions in our consolidated statements of earnings. The increase in project management reimbursable expenses was due primarily to increased use of subcontractors of $3,085,000 in New York and $2,427,000 in Philadelphia.

Cost of Services

 

     Three months ended  
     September 30, 2009     September 30, 2008     Change  

(in thousands)

              % of CFR                % of CFR             

Project Management

   $ 40,356    79.2   61.8   $ 39,028    79.7   60.3   $ 1,328    3.4

Construction Claims

     10,568    20.8   49.3     9,954    20.3   44.2     614    6.2
                                       

Total

   $ 50,924    100.0   58.7   $ 48,982    100.0   56.1   $ 1,942    4.0
                                       

Cost of services consists of labor expenses for time charged directly to contracts and non-reimbursable job related travel and out-of-pocket expenses. The increase in project management cost of services is primarily due to an increase in direct labor of $271,000 and an increase of $1,057,000 in other direct costs resulting from increased work primarily in North Africa and the Middle East partially offset by decreased work in Europe, primarily Spain and Poland.

The increase in the cost of services for construction claims was due primarily to an increase of $825,000 in direct expenses for Europe and the Middle East partially offset by a decrease of $280,000 for BBCG, a Canadian operation sold in March 2009.

Gross Profit

 

     Three months ended  
     September 30, 2009     September 30, 2008     Change  

(in thousands)

              % of CFR                % of CFR              

Project Management

   $ 24,899    69.6   38.2   $ 25,748    67.2   39.7   $ (849   (3.3 )% 

Construction Claims

     10,874    30.4   50.7     12,544    32.8   55.8     (1,670   (13.3
                                        

Total

   $ 35,773    100.0   41.3   $ 38,292    100.0   43.9   $ (2,519   (6.6 )% 
                                        

 

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The decrease in project management gross profit included decreases of $1,451,000 from domestic operations and $1,191,000 from Poland, primarily due to decreased CFR, offset by an increase of $2,459,000 in North Africa.

The decrease in construction claims gross profit of $1,670,000 included a decrease of $1,755,000 in the United Kingdom and Asia/Pacific primarily due to decreased CFR and the decrease in the British pound to the U.S. dollar from the third quarter of 2008 to the third quarter of 2009.

Selling, General and Administrative

(“SG&A”) Expenses

 

     Three months ended  
     September 30, 2009     September 30, 2008     Change  

(in thousands)

        % of CFR          % of CFR              

SG&A Expenses

   $ 31,536    36.4   $ 32,609    37.4   $ (1,073   (3.3 )% 
                                        

The significant components of the change in SG&A are as follows:

 

   

An increase in indirect labor expense of $858,000 including an increase of $438,000 in North Africa in connection with its growth and $426,000 in corporate primarily for increases in executive compensation.

 

   

An increase of $772,000 for bad debt expense primarily from the Middle East and Europe.

 

   

A decrease in administrative and business development travel expense of $864,000 and a decrease in office supplies and computer related expenses of $342,000 due to cost reduction efforts.

 

   

A decrease of $777,000 in professional services including legal and accounting as a result of cost cutting efforts initiated in 2009.

 

   

A gain of $400,000 from the sale of a domestic operations contract from a subsidiary company.

 

   

A decrease in unapplied labor of $208,000 primarily in Poland, Asia/Pacific and Texas due to staff reductions caused by lower CFR.

Equity in Earnings of Affiliates

Our share of the earnings of affiliates increased $2,368,000 from $1,563,000 in the third quarter of 2008 to $3,931,000 in the third quarter of 2009, primarily due to increased work in Iraq by SBH and the completion of several fixed-price task orders.

Our share of the earnings of SBH increased $2,885,000 from $700,000 in the third quarter of 2008 to $3,585,000 in the third quarter of 2009.

Our share of the earnings of Hill TMG was $339,000 in the third quarter of 2009 compared with $863,000 in the third quarter of 2008, a decrease of $524,000.

SBH is a joint venture between Stanley Consultants, Inc. (“Stanley”), Michael Baker, Jr., Inc. (“Baker”) and us. Stanley, Baker and we each own an equal one-third interest in SBH. SBH has a contract for an indefinite delivery and indefinite quantity for construction management and general architect-engineer services for

 

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facilities in Iraq with the U.S. Army Corps of Engineers. At September 30, 2009, the existing task orders under the contract extend until late 2010, but those task orders have a lower run rate than was experienced in 2009.

Hill TMG is a joint venture formed in May 2008 between Talaat Moustafa Group Holding Co. (“TMG”), and Hill. Hill TMG is managing the construction of several of TMG’s largest developments in Egypt and elsewhere in the Middle East.

Operating Profit

Operating profit increased $922,000, or 12.7%, to $8,168,000 in the third quarter of 2009, from a profit of $7,246,000 in the same period of 2008, principally due to increased equity in earnings of affiliates and lower SG&A expenses, partially offset by a decrease in CFR. In addition, the lower valuation of the British pound and the Euro versus the U.S. dollar decreased our operating profit in the third quarter of 2009 by approximately $221,000 from the same period of 2008.

Interest Expense, net

Net interest expense increased $479,000 to $511,000 in the three-month period ended September 30, 2009 as compared with a net interest expense of $32,000 in the three-month period ended September 30, 2008, primarily due to increased borrowing under the Company’s senior credit facility.

Income Taxes

For the three-month periods ended September 30, 2009 and 2008, we recognized net tax expense of $1,636,000 and $1,829,000, respectively. The Company’s income tax expense for the three-month period ended September 30, 2009 included $787,000 related to increases in the reserves for uncertain tax positions and a $1,096,000 benefit resulting from adjustments to agree the 2008 book amount to the actual amounts per the tax returns.

The effective income tax rates for the three-month periods ended September 30, 2009 and 2008 were 21.4% and 25.4%, respectively. Excluding the effect of the reserve increase and the provision to return adjustment, the effective income tax expense rate would have been 25.4% and 24.9% for the three-month periods ended September 30, 2009 and 2008, respectively.

Net Earnings

Our net earnings attributable to Hill International, Inc. for the third quarter of 2009 were $5,832,000, or $0.15 per diluted common share based upon 38,839,000 diluted common shares outstanding, as compared to net earnings for the third quarter of 2008 of $5,207,000, or $0.13 per diluted common share based upon 40,997,000 diluted common shares outstanding. Net earnings were favorably affected by significantly higher equity in earnings of affiliates, and lower SG&A expenses, partially offset by lower CFR, the decrease in gross profit percentages, and the impact of exchange rates as the U.S. dollar strengthened (compared to the same period in 2008) against the British pound and the Euro.

 

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Nine Months Ended September 30, 2009 Compared to

Nine Months Ended September 30, 2008

Results of Operations

Consulting Fee Revenue (“CFR”)

 

     Nine months ended  

(in thousands)

   September 30, 2009     September 30, 2008     Change  

Project Management

   $ 206,595    76.4   $ 173,483    72.7   $ 33,112      19.1

Construction Claims

     63,793    23.6     65,219    27.3        (1,426   (2.2
                                    

Total

   $ 270,388    100.0   $ 238,702    100.0   $ 31,686      13.3
                                    

Hill’s CFR grew 13.3% to $270,388,000 for the nine months ended September 30, 2009 from $238,702,000 for the nine months ended September 30, 2008. This was comprised of 9.2% organic growth, primarily from the Middle East and North Africa, and 4.1% from acquisitions.

During the nine months ended September 30, 2009, Hill’s project management CFR growth of 19.1% was comprised of 15.1% organic growth and 4.0% growth from acquisitions. The dollar increase in project management CFR consisted of a $36,437,000 increase in foreign projects and a decrease of $3,325,000 in domestic projects. The increase in foreign project management CFR was primarily due to a $20,496,000 increase generated in North Africa and $13,278,000 in the Middle East. Growth in North Africa was primarily due to two large contracts in Libya. Growth in our CFR in the Middle East has been strong primarily due to our involvement with the Iraq reconstruction efforts funded by the United States government and new work in Qatar. The decrease in domestic project management CFR revenue was primarily due to decreased work in the Texas and New Jersey regions, partially offset by increased work in the Southwest region.

During the nine months ended September 30, 2009, Hill’s construction claims CFR decrease of 2.2% was comprised of an organic 6.3% decrease partially offset by 4.1% growth from the acquisitions of PCI and Chitester. The dollar decrease in construction claims CFR is primarily attributable to a decrease in foreign construction claims CFR of $2,281,000 driven primarily by decreased work in the UK and an increase in domestic construction claims CFR of $855,000 due primarily to PCI and Chitester which were acquired during the third and fourth quarters of 2008, respectively. The CFR for the UK was negatively impacted by $8,051,000 due to the decrease in the exchange rate of the British pound to the U.S. dollar from 2008 to 2009.

Reimbursable Expenses

 

     Nine months ended  

(in thousands)

   September 30, 2009     September 30, 2008     Change  

Project Management

   $ 39,017    95.0   $ 33,947    91.3   $ 5,070      14.9

Construction Claims

     2,068    5.0     3,224    8.7     (1,156   (35.9
                                    

Total

   $ 41,085    100.0   $ 37,171    100.0   $ 3,914      10.5
                                    

Reimbursable expenses consist of amounts paid to subcontractors and other third parties and travel and other job related expenses that are contractually reimbursable from clients. These items are reflected as separate line items in both our revenue and cost of services captions in our consolidated statements of earnings. The increase in project management reimbursable expenses was due primarily to increased use of subcontractors of $2,454,000 in Pennsylvania and $2,586,000 in the Middle East.

 

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Cost of Services

 

     Nine months ended  
     September 30, 2009     % of     September 30, 2008     % of     Change  

(in thousands)

         CFR           CFR        

Project Management

   $ 125,543    80.5   60.8   $ 103,753    79.0   59.8   $ 21,790    21.0

Construction Claims

     30,325    19.5   47.5     27,565    21.0   42.3     2,760    10.0
                                       

Total

   $ 155,868    100.0   57.6   $ 131,318    100.0   55.0   $ 24,550    18.7
                                       

Cost of services consists of labor expenses for time charged directly to contracts and non-reimbursable job related travel and out-of-pocket expenses. The increase in project management cost of services is primarily due to an increase in direct labor of $13,635,000 required to produce the higher volume of CFR and an increase in other direct costs of $8,155,000 due to increased work primarily in North Africa.

The increase in the cost of services for construction claims was due primarily to an increase in direct labor of $1,262,000 in the Middle East due to increases in the average salary cost in the latter part of 2008.

Gross Profit

 

     Nine months ended  
     September 30, 2009     % of     September 30, 2008     % of     Change  

(in thousands)

              CFR                CFR              

Project Management

   $ 81,052    70.8   39.2   $ 69,730    64.9   40.2   $ 11,322      16.2

Construction Claims

   $ 33,468    29.2   52.5     37,654    35.1   57.7     (4,186   (11.1
                                        

Total

   $ 114,520    100.0   42.4   $ 107,384    100.0   45.0   $ 7,136      6.6
                                        

The increase in project management gross profit included $13,724,000 from foreign project management of which $9,330,000 is attributable to increases in the Middle East, Europe and North Africa due to the increased CFR discussed above which was partially offset by a devaluation of the Euro.

The decrease in construction claims gross profit of $4,186,000 included a decrease of $3,374,000 in the United Kingdom primarily due to the impact of a decrease of approximately 21% in the average British pound to U.S. dollar exchange rate from the first nine months of 2008 to the first nine months of 2009.

The decrease in the construction claims gross profit as a percentage of CFR is due primarily to decreases in the Middle East and in the United Kingdom. In the Middle East, average salary costs for new hires in the latter part of 2008 were higher than the existing staff causing lower margins. In the United Kingdom, the use of outside experts on a large project was billed at margins significantly lower than internal staff.

 

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Selling, General and Administrative

(“SG&A”) Expenses

 

     Nine months ended  
     September 30, 2009     September 30, 2008     Change  

(in thousands)

        % of
CFR
         % of
CFR
            

SG&A Expenses

   $ 102,907    38.1   $ 91,953    38.5   $ 10,954    11.9
                                       

The increase in SG&A expenses is partially attributable to an increase of $2,527,000 from the 2008 Gerens, Euromost, PCI and Chitester acquisitions. The significant components of the change are as follows:

 

   

An increase in unapplied labor of $3,758,000 including $1,056,000 for Euromost, Chitester and PCI. Unapplied labor represents the labor cost of operating staff for time charged to business development, administration, vacation, holiday and other non-billable tasks. This increase was primarily due to the increased staff required to support the increase in revenue in the Middle East and North Africa and an increase in the U.S. project management operations due to a decrease in labor utilization especially in offices in the western U.S. and New Jersey.

 

   

An increase in indirect labor expense of $4,713,000 supporting the increase in revenue as well as the build-up of corporate staffing in connection with Hill’s recent growth. The increase also includes $1,834,000 for Gerens, Euromost, PCI and Chitester.

 

   

An increase of $2,282,000 for bad debt expense including increases in the Middle East and North Africa of $1,659,000.

Equity in Earnings of Affiliates

Our share of the earnings of affiliates increased $4,396,000 from $2,994,000 in the nine-month period ended September 30, 2008 to $7,390,000 in the nine-month period ended September 30, 2009, primarily due to the increased work in Iraq by SBH and the completion of several fixed-price task orders.

Our share of the earnings of SBH increased $4,313,000, from $2,131,000 in the nine-month period ended September 30, 2008 to $6,445,000 in the nine-month period ended September 30, 2009.

Our share of the earnings of Hill TMG was $945,000 in the nine-month period ended September 30, 2009 compared to $863,000 for the same period in 2008.

Operating Profit

Operating profit increased $578,000, or 3.1%, to $19,003,000 during the nine months ended September 30, 2009, from a profit of $18,425,000 in the same period of 2008, principally due to increased CFR and equity in earnings of affiliates partially offset by increased SG&A expenses. In addition, the lower valuation of the British pound and the Euro versus the U.S. dollar decreased our operating profit by approximately $2,000,000.

Interest Expense (Income), net

Net interest expense increased $1,360,000 to $1,043,000 in the nine-month period ended September 30, 2009 as compared with a net interest income of $317,000 in the nine-month period ended September 30, 2008, primarily due to increased borrowing under the Company’s senior credit facility.

 

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Income Taxes

For the nine-month periods ended September 30, 2009 and 2008, the Company recognized net tax expense of $2,370,000 and $2,098,000, respectively. Income tax expense for the nine-month periods ended September 30, 2009 and 2008 were net of tax benefits of $1,807,000 and $2,506,000, respectively, principally arising from the expiration of the statute of limitations upon the filing of certain income tax returns. The Company recognized the tax benefits as a reduction in the reserves for uncertain tax positions. For the nine-month period ended September 30, 2009, income tax expense also included $721,000 related to increases in the reserves for uncertain tax positions and a $1,096,000 benefit resulting from adjustments to agree the 2008 book amount to the actual amounts per the tax returns. The Company’s income tax expense for the nine-month period ended September 30, 2008 was adversely affected by a modification to the cash-to-accrual adjustment which was required when the Company became a publicly held entity in 2006. The net adjustment was $1,300,000.

The effective income tax rates for the nine-month periods ended September 30, 2009 and 2008 were 13.2% and 11.2%, respectively. Excluding the effect of the reserve adjustment, the provision to return adjustment and the cash-to-accrual adjustment, the effective income tax expense rate would have been 25.4% and 16.9% for the nine-month periods ended September 30, 2009 and 2008, respectively. This increase was caused by a shift of earnings to higher taxed jurisdictions.

Net Earnings

Our net earnings attributable to Hill International, Inc. for the nine-month period ended September 30, 2009 were $14,910,000, or $0.37 per diluted common share based upon 40,292,000 diluted common shares outstanding, as compared to net earnings for the nine-month period ended September 30, 2008 of $15,798,000, or $0.38 per diluted common share based upon 41,282,000 diluted common shares outstanding. Net earnings were adversely affected due to the decrease in gross profit percentages, higher SG&A expenses and the impact of exchange rates as the U.S. dollar strengthened (compared to the same period in 2008) against the British pound and the Euro.

Liquidity and Capital Resources

The Company has historically funded its business activities with cash flow from operations and borrowings under credit facilities.

Credit Facilities

On June 30, 2009, we replaced our $60,000,000 credit facility that we entered into in 2008 with Bank of America, N.A. with a new credit facility providing the ability to borrow up to $100,000,000. The new credit facility has been made pursuant to the terms of a new credit agreement (the “Credit Agreement”) dated as of June 30, 2009 among us, Bank of America, N.A., Capital One, N.A., The PrivateBank and Trust Company, and PNC Bank N.A. The Credit Agreement also provides for a letter of credit sub-facility of up to $30,000,000. Obligations under the Credit Agreement are collateralized by all of the Company’s assets, including, without limitation, accounts receivable, equipment, securities, financial assets and the proceeds of the foregoing, as well as by a pledge of 65% of the outstanding capital stock of our wholly owned subsidiary, Hill International S.A. The Credit Agreement expires on June 30, 2012.

 

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The Credit Agreement provides for Base Rate loans and Eurodollar Rate loans. Base Rate loans will bear interest at a fluctuating rate per annum equal to the sum of (a) the highest of (i) the Federal Funds Rate plus 0.5%, (ii) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate” and (iii) the Eurodollar Rate plus 1.00%, plus (b) an Applicable Rate which may vary between 1.75% and 2.50% depending on the Company’s consolidated leverage ratio at the time of the borrowing. Eurodollar Rate loans will bear interest at a rate per annum equal to the British Bankers Association LIBOR Rate plus an Applicable Rate which may vary between 2.75% and 3.50% depending on the Company’s consolidated leverage ratio at the time of the borrowing.

The Credit Agreement contains covenants regarding the Company’s consolidated net worth, consolidated leverage ratio, consolidated fixed charge coverage ratio and the ratio of consolidated billed and unbilled accounts receivable to consolidated senior indebtedness, as well as other covenants and certain restrictions on the incurrence of debt, on the making of investments, on the payment of dividends, on transactions with affiliates and other affirmative and negative covenants and events of default customary for facilities of its type.

At September 30, 2009, the Company had $7,451,000 in outstanding letters of credit which reduced availability under the credit facility. Due to the limitations of the ratio of the Company’s consolidated billed and unbilled accounts receivable to consolidated senior indebtedness, total remaining availability at September 30, 2009 was $34,479,000.

We currently have four additional credit facilities with international financial institutions as follows:

 

   

A credit facility with a bank in the Middle East for AED 11,500,000 (approximately $3,131,000 at September 30, 2009) collateralized by certain overseas receivables. The interest rate on that facility is the three-month Emirates InterBank Offer Rate (“EIBOR”), which at September 30, 2009 was 2.16%, plus 2.0% (or 4.16%). At September 30, 2009, there were no outstanding borrowings under this facility. This facility expires on December 24, 2009.

 

   

A credit facility with a European bank for €1,000,000 (approximately $1,459,000 at September 30, 2009) secured by certain assets of the Company. The interest rate on this facility is bank prime, which at September 30, 2009 was 6.50%, plus 2.50% (or 9.0%). At September 30, 2009, there were no outstanding borrowings under this facility which expires on April 30, 2010.

 

   

The Company also maintains an unsecured credit facility with a bank in Spain for €750,000 (approximately $1,091,000 at September 30, 2009). The interest rate on that facility is the three month EURIBOR rate which at September 30, 2009 was 1.50%, plus 0.75% (or 2.25%). At September 30, 2009, there were no outstanding borrowings under this facility which expires on December 18, 2009.

 

   

The Company also maintains a revolving credit loan payable to Barclays Bank PLC up to £500,000 (approximately $798,000 at September 30, 2009), with an interest rate at 2.00% plus the Bank of England rate of 0.50% (or 2.50%) at September 30, 2009, collateralized by cross guarantees of various United Kingdom companies. The loan has an expiration date of March 6, 2010.

Additional Capital Requirements

Due to our recent growth and the current global economic environment, we may experience lags between our receipt of fees from our clients and our payment of our costs. In order to continue to fund our growth, we maintain the credit arrangements noted above. However, we may seek additional debt financing beyond these amounts.

 

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Sources of Additional Capital

At September 30, 2009, our cash and cash equivalents amounted to approximately $29,586,000. We cannot provide any assurance that additional sources of financing will be available, or if available, that the financing will be on terms acceptable to us.

Cash Flow Activity During the Nine Months Ended September 30, 2009

For the nine months ended September 30, 2009, our cash increased by $9,156,000 to $29,586,000. Cash provided by operations was $1,470,000, cash provided by investing activities was $3,743,000 and cash provided by financing activities was $6,556,000. We also experienced a decrease in cash of $2,613,000 from the effect of foreign currency exchange rate fluctuations.

Operating Activities

Net cash provided by operating activities for the nine months ended September 30, 2009 was $1,470,000. Cash provided by operations as a result of consolidated net earnings of $15,590,000 for the period adjusted by non-cash items included in net income and working capital changes such as:

 

   

Depreciation and amortization of $5,414,000;

 

   

Bad debt expense of $3,121,000;

 

   

Equity in earnings of affiliates of ($7,390,000);

 

   

A deferred tax provision of $1,218,000;

 

   

Stock based compensation expense of $1,757,000.

Working capital changes which increased cash provided from operations included the following:

 

   

A decrease in accounts receivable - affiliates of $4,101,000 due to the timing of collections from SBH and Hill TMG;

 

   

An increase in accounts payable and accrued expenses of $5,220,000 primarily due to the growth of the business.

Working capital changes which decreased cash provided from operations included the following:

 

   

An increase in accounts receivable of $22,888,000 due to slow downs and delays in payments principally from North Africa and the Middle East;

 

   

An increase in prepaid expenses and other current assets of $1,404,000 due to the timing of payments for various selling, general and administrative expenses;

 

   

A decrease in deferred revenue of $1,027,000, principally due to the timing of advance payments on projects overseas.

Investing Activities

Net cash provided by investing activities was $3,743,000. We spent $2,245,000 to purchase computers, office equipment, furniture and fixtures and we also received $6,300,000 as distributions from SBH.

 

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Financing Activities

Net cash provided by financing activities was $6,556,000. We received $18,484,000 in net borrowings under our credit facilities, and we incurred $1,741,000 in costs associated with the amended loan facility. We received $384,000 from the sale of common stock pursuant to our 2008 Employee Stock Purchase Plan. We repurchased approximately 1,487,000 shares of our common stock through open market purchases amounting to $4,871,000 under our stock repurchase program. We purchased an additional 1,000,000 shares from our Chairman and Chief Executive Officer for $4,300,000 through a private transaction effective June 30, 2009. That transaction was settled on July 1, 2009. We made payments on notes payable amounting to $1,220,000. Due to bank decreased $180,000 due to the timing of certain payments which were disbursed but not immediately funded by the bank.

Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued the FASB Accounting Standards Codification (the “ASC”). The ASC has become the single source of non-governmental accounting principles generally accepted in the United States (“GAAP”) recognized by the FASB in the preparation of financial statements. The ASC does not supersede the rules or regulations of the Securities and Exchange Commission (“SEC”), therefore, the rules and interpretive releases of the SEC continue to be additional sources of GAAP for the Company. The Company adopted the ASC as of July 1, 2009. The ASC does not change GAAP and did not have an effect on the Company’s financial position, results of operations or cash flows.

On January 1, 2009, the Company adopted a new accounting standard issued by the Financial Accounting Standards Board (“FASB”) that establishes accounting and reporting standards for noncontrolling interests in a subsidiary in consolidated financial statements. In accordance with this new standard, the Company has provided a new presentation on the face of the consolidated financial statements to separately classify noncontrolling interests within the equity section of the consolidated balance sheets and to separately report the amounts attributable to controlling and noncontrolling interests in the consolidated statements of operations for all periods presented. The adoption of this standard did not impact earnings per share attributable to the Company’s common stockholders.

On January 1, 2009, the Company adopted a new accounting standard issued by the FASB related to accounting for business combinations using the acquisition method of accounting (previously referred to as the purchase method). Among the significant changes, this standard requires a redefining of the measurement date of a business combination, expensing direct transaction costs as incurred, and recording a liability for contingent consideration at the measurement date with subsequent re-measurements recorded in the results of operations. This standard also requires costs for business restructuring and exit activities related to the acquired company to be included in the post-combination financial results of operations and also provides new guidance for the recognition and measurement of contingent assets and liabilities in a business combination. In addition, this standard requires several new disclosures, including the reasons for the business combination, the factors that contribute to the recognition of goodwill, the amount of acquisition related third-party expenses incurred, the nature and amount of contingent consideration, and a discussion of pre-existing relationships between the parties. The application of this standard is likely to have a significant impact on how the Company allocates the purchase price of prospective business combinations, including the recognition and measurement of assets acquired and liabilities assumed and the expensing of direct transaction costs and costs to integrate the acquired business.

On June 30, 2009, the Company adopted a new accounting standard issued by the FASB that requires the Company to evaluate subsequent events through the date the consolidated financial statements are filed with the Securities and Exchange Commission.

 

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In June 2009, FASB issued a new accounting standard that is to be applied to financial asset transfers on or after the effective date, which is January 1, 2010 for the Company’s financial statements. The standard limits the circumstances in which a financial asset may be de-recognized when the transferor has not transferred the entire financial asset or has continuing involvement with the transferred asset. The concept of a qualifying special-purpose entity, which had previously facilitated sale accounting for certain asset transfers, has been eliminated. The Company expects that adoption of this accounting standard will not have a material effect on its financial position or results of operations.

In June 2009, FASB amended an accounting standard which deals with accounting for variable interest entities. The amendment is effective for reporting periods beginning after November 15, 2009. The amendment changes the process for how an enterprise determines which party consolidates a variable interest entity (“VIE”) to a primarily qualitative analysis. The amendment defines the party that consolidates the VIE (the primary beneficiary) as the party with (1) the power to direct activities of the VIE that most significantly affect the VIE’s economic performance and (2) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. Upon adoption of the amendment, reporting enterprises must reconsider their conclusions on whether an entity should be consolidated and should a change result, the effect on net assets will be recorded as a cumulative effect adjustment to retained earnings. The Company expects that adoption of this amendment will not have a material effect on its financial position or results of operations.

Quarterly Fluctuations

Our operating results vary from period to period as a result of the timing of projects and the growth of our business. We do not believe that our business is seasonal.

Backlog

We believe a strong indicator of our future performance is our backlog of uncompleted projects under contract or awarded. Our backlog represents management’s estimate of the amount of contracts and awards in hand that we expect to result in future consulting fees. Project management backlog is evaluated by management, on a project-by-project basis and is reported for each period shown based upon the binding nature of the underlying contract, commitment or letter of intent, and other factors, including the economic, financial and regulatory viability of the project and the likelihood of the contract being extended, renewed or cancelled. Construction claims backlog is based largely on management’s estimates of future revenue based on known construction claims assignments and historical results for new work. Because a significant number of construction claims may be awarded and completed within the same period, our actual construction claims revenue has historically exceeded backlog by a significant amount.

Our backlog is important to us in anticipating and planning for our operational needs. Backlog is not a measure defined in generally accepted accounting principles, and our methodology for determining backlog may not be comparable to the methodology used by other companies in determining their backlog.

Our backlog was approximately $597,000,000 at September 30, 2009 compared to $611,000,000 at June 30, 2009. We estimate that approximately $276,000,000, or 46.2%, of the backlog at September 30, 2009 will be recognized during the twelve months subsequent to September 30, 2009.

The schedule below includes backlog under two categories: (1) contracts for which work authorizations have been or are expected to be received on a time and material basis, fixed-price basis and not-to-exceed projects that are well defined and (2) contracts awarded to the Company where some or all of the work has not yet been

 

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authorized. As of September 30, 2009, approximately $466,000,000, or 78.1%, of our backlog was in category 1 and approximately $131,000,000, or 21.9%, of our backlog was in category 2. We do not track whether the contracts and awards included in our backlog are fully funded, incrementally funded, or unfunded.

Included in category 2 of our backlog is the maximum amount of all indefinite delivery/indefinite quantity (“ID/IQ”), or task order contracts, or a lesser amount if we do not reasonably expect task orders to be issued for the maximum amount of such contracts. Also included in category 2 of our backlog is the amount of anticipated revenues in option years beyond the base term of our contracts if we reasonably expect our clients to exercise such option years. Although backlog reflects business that we consider to be firm, cancellations or scope adjustments may occur. Further, substantially all of our contracts with our clients may be terminated at will, in which case the client would only be obligated to us for services provided through the termination date. Historically, the impact of terminations and modifications on our realization of revenues from our backlog has not been significant, however, there can be no assurance that such changes will not be significant in the future. Furthermore, reductions of our backlog as a result of contract terminations and modifications may be offset by additions to the backlog.

We adjust backlog to reflect project cancellations, deferrals and revisions in scope and cost (both upward and downward) known at the reporting date. Future contract modifications or cancellations, however, may increase or reduce backlog and future revenue.

 

In thousands

   Total Backlog     12 Month Backlog  
   $    %     $    %  

As of September 30, 2009:

          

Project Management

   $ 563,000    94.3   $ 245,000    88.8

Construction Claims

     34,000    5.7        31,000    11.2   
                          

Total

   $ 597,000    100.0   $ 276,000    100.0
                          

As of June 30, 2009:

          

Project Management

   $ 579,000    94.8   $ 251,000    90.2

Construction Claims

     32,000    5.2        28,000    9.8   
                          

Total

   $ 611,000    100.0   $ 279,000    100.0
                          

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 for a complete discussion of the Company’s market risk. There have been no material changes to the market risk information included in the Company’s Annual Report on Form 10-K for the year December 31, 2008.

 

Item 4. Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of September 30, 2009, our disclosure controls and procedures were effective. During the third quarter ended September 30, 2009, there were no changes in our internal control over financial reporting that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

 

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Table of Contents

Part II—Other Information

 

Item 1. Legal Proceedings

Litigation

On September 23, 1996, William Hughes General Contractors, Inc. (“Hughes”) filed a complaint in the Superior Court of New Jersey, Law Division, Gloucester County, against the Monroe Township Board of Education, the Company and other parties, alleging breach of contract and other causes of action in connection with its performance of a construction project for Monroe Township, seeking in excess of $3,500,000 in damages. Monroe Township, which had terminated Hughes from the construction project prior to the commencement of the litigation on the basis of Hughes’ performance, made a cross claim against the Company and other parties for contribution and indemnification. Monroe Township is seeking approximately $89,000 damages from the Company, in addition to an indemnification for Hughes’ claims. In relation to the Hughes claims, a claim was made against the Company by Fidelity and Deposit Company of Maryland (“F&D”). F&D claimed damages in the range of $425,000 to $470,000. The F&D claim was being defended by the New Jersey Professional Liability Insurance Guarantee Association (“NJPLIGA”) and losses were covered up to $300,000. On September 18, 2009 the parties reached a global settlement in which the NJPLIGA agreed to pay $110,000 to Hughes and Hill agreed to pay $30,000. The Company’s payment of $30,000 is reflected in selling, general and administrative expenses in the consolidated statement of earnings for the three- and nine-month periods ended September 30, 2009.

On July 16, 2009, Al Areen Desert Resort Holding Company (“Al Areen”) filed a complaint with the Ministry of Justice & Islamic Affairs in the Kingdom of Bahrain against the Company alleging breach of contract and other causes of action in connection with its performance of a construction project known as Al Areen Desert Spa & Resort (“Project”), seeking the sum of approximately 10,200,000 Bahraini Dinars (approximately $27,166,000 at September 30, 2009) in damages. The Company provided project management services on the Project and Al Areen failed to pay the Company approximately 679,000 Bahraini Dinars (approximately $1,801,000 at September 30, 2009) for services rendered on the Project. The Company served a notice of termination on April 28, 2009. On September 26, 2009, the Company filed a Request for Arbitration with the International Chamber of Commerce, International Court of Arbitration, seeking the sum of 679,000 Bahraini Dinars in damages. The Company has reserved $300,000 against the receivable, however, the Company believes that Al Areen’s claim is without merit and, based on the Company’s current understanding and evaluation of the relevant facts and circumstances, no accrual has been made because the Company considers the chance of loss to be remote.

General Litigation

From time to time, the Company is a defendant or plaintiff in various legal actions which arise in the normal course of business. As such the Company is required to assess the likelihood of any adverse outcomes to these matters as well as potential ranges of probable losses. A determination of the amount of the provision required for these commitments and contingencies, if any, which would be charged to earnings, is made after careful analysis of each matter. 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. In the opinion of management, after consultation with legal counsel, the ultimate resolution of these matters will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

 

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Item 1A. Risk Factors

There has been no material changes pertaining to risk factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

 

Item 2. Unregistered Sales of Equity Securities and Use of Funds

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

 

31.1    Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1    Certification of Irvin E. Richter, Chief Executive Officer of Hill International, Inc., pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2    Certification of John Fanelli III, Chief Financial Officer of Hill International, Inc., pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    Hill International, Inc.
Dated: November 6, 2009     By:   /s/ Irvin E. Richter
        Irvin E. Richter
       

Chairman and Chief Executive Officer

(Principal Executive Officer)

Dated: November 6, 2009     By:   /s/ John Fanelli III
        John Fanelli III
       

Senior Vice President and

Chief Financial Officer

(Principal Financial Officer)

Dated: November 6, 2009     By:   /s/ Ronald F. Emma
        Ronald F. Emma
       

Senior Vice President and

Chief Accounting Officer

(Principal Accounting Officer)

 

39

Section 302 CEO Certification

Exhibit 31.1

Hill International, Inc.

Certification of Chief Executive Officer

I, Irvin E. Richter, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hill International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures; and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: November 6, 2009    

/s/ Irvin E. Richter

   

Irvin E. Richter

Chief Executive Officer

Section 302 CFE Certification

Exhibit 31.2

Hill International, Inc.

Certification of Senior Vice President and Chief Financial Officer

I, John Fanelli III, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hill International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) )) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures; and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: November 6, 2009    

/s/ John Fanelli III

   

John Fanelli III

Chief Financial Officer

Section 906 CEO Certification

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U. S. C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hill International, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2009 (the “Report”), I, Irvin E. Richter, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

  1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

 

  2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Irvin E. Richter

Irvin E. Richter

Chairman and Chief Executive Officer

Dated: November 6, 2009

 

Section 906 CFO Certification

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U. S. C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hill International, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2009 (the “Report”), I, John Fanelli III, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ John Fanelli III

John Fanelli III

Senior Vice President and

Chief Financial Officer

Dated: November 6, 2009