hil-20220809
false000128780800012878082022-08-092022-08-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported):  August 9, 2022
 
HILL INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
 
Delaware 001-33961 20-0953973
(State or other jurisdiction
of incorporation)
 (Commission
File Number)
 (IRS Employer
Identification No.)
 
One Commerce Square
2005 Market Street, 17th Floor
Philadelphia, PA
 19103
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code:  (215) 309-7700
 
 
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001HIL
New York Stock Exchange (NYSE)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).                                                                                 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      
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Item 2.02 Results of Operations and Financial Condition.
 
On August 9, 2022, Hill International, Inc. (the “Company”) issued a press release announcing the results of operations for the three and six months ended June 30, 2022. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 2.02.

The information provided pursuant to this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
 
Item 9.01 Financial Statements and Exhibits.
 
(d)                                 Exhibits.
 
Exhibit Number Description
99.1 
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 hereunto duly authorized.
 
 HILL INTERNATIONAL, INC.
   
 By:
/s/ William H. Dengler, Jr.
 Name:William H. Dengler, Jr.
Dated: August 9, 2022Title:Executive Vice President and Chief Administrative Officer
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Document
Exhibit 99.1
https://cdn.kscope.io/a6ca66cd18066a91e1a0276f8eec9dde-a81021hilllogo.jpg

FOR IMMEDIATE RELEASE

Hill International Reports 2022 Second Quarter Financial Results
Net Income Improved to $1.4 Million and Adjusted EBITDA Rose 70.9% to $6.5 Million
Reiterates 2022 Outlook
Second Quarter 2022 Overview
Total revenue increased to $105.7 million from $101.5 million in the prior year period.
Consulting Fee Revenue (“CFR”) rose 12.9% to $87.7 million from $77.7 million in the prior year period
Gross profit up 19.6% to $37.4 million from $31.3 million in the prior year period
Net income improved to $1.4 million, or $0.02 per diluted share, from a net loss of $(0.5) million, or $(0.01) per diluted share in the prior year period; adjusted net income (a non-GAAP measure) improved to $3.2 million from adjusted net loss of $(0.07) million in the prior year period
Adjusted EBITDA (a non-GAAP measure) increased 70.9% to $6.5 million from $3.8 million in the same period last year

PHILADELPHIA, PA - August 9, 2022 - Hill International, Inc. (NYSE:HIL) ("Hill" or the "Company"), delivering the infrastructure of change, announced today its financial results for the second quarter ("Q2 2022") and six months ended June 30, 2022.

“Demand for Hill's services is accelerating across our end markets and geographies, with an emphasis on U.S. infrastructure projects," said Raouf Ghali, Hill's Chief Executive Officer. "We produced our second consecutive quarter of $80+ million CFR and quarter-over-quarter improvements in gross profit, operating income, and Adjusted EBITDA, and a return to net profitability. Our team produced a strong new bookings quarter, including projects in the water, energy, transportation, food production, and high-profile / mixed use residential sectors. New business development activity is robust. We believe that we are well-positioned to capitalize on industry and end market opportunities and look forward to the balance of 2022 with great optimism."

"Adjusted EBITDA for Q2 2022 increased by 70.9% to $6.5 million from the same period last year and by 110.9% to $9.7 million for the first six months of 2022," said Todd Weintraub, Hill's Chief Financial Officer. "Cash used in operations during Q2 2022 was $0.4 million, a significant improvement from a $3.3 million use of cash in the first quarter of 2022. We expect to generate positive cash flow for the remainder of 2022 and are forecasting strong overall business performance for the second half of 2022. We remain confident in our ability to achieve annual CFR of $340 million to $350 million and adjusted EBITDA of $22 million to $24 million."     

Q2 2022 Financial Results Overview

Revenue increased to $105.7 million in Q2 2022 from $101.5 million in the second quarter of 2021 ("Q2 2021"), primarily reflecting a return to pre-COVID project activity levels, including returns to full staffing on certain existing projects and mobilizations on certain newly awarded projects.

Consulting fee revenue ("CFR") rose 12.9% to $87.7 million in Q2 2022 from $77.7 million in Q2 2021.

Gross profit in Q2 2022 increased 19.6% to $37.4 million, or 35.4% of total revenue, from $31.3 million, or 30.8% of total revenue, in Q2 2021, driven by higher CFR and improved contract profit margins.

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Selling, general, and administrative ("SG&A") expenses in Q2 2022 rose 19.0% to $32.3 million, or 86.4% of total gross profit, from $27.1 million, or 86.6% of total gross profit, in Q2 2021. The increase in year-over-year SG&A reflected increased investments in Hill's business development team and additional expenses associated with increased CFR, as well as higher costs associated with consultants, temporary office support, and travel. SG&A in 2022 also included a $0.6 million charge related to a bond that was called. The Company has received a final court order to have the bond returned and expects to reverse its charge in the second half of 2022. SG&A expenses in Q2 2021 were reduced by $0.5 million representing an increase in bad debt recoveries associated with the receipt of payments against previously reserved receivables, on a Libyan-based project.

Excluding the impact of the above-referenced Libya bad debt recoveries and bond cost, SG&A expenses as a percentage of gross profit in Q2 2022 and 2021 would have been 84.7% and 88.1%, respectively. As previously announced, management has taken steps to ensure costs grow more slowly than gross profit. To this end, Hill has reduced the annual run rate of G&A expenses by approximately $4.0 million, the initial impact of which began to be realized in Q2 2022.

Operating profit for Q2 2022 improved to $4.5 million from $2.9 million in Q2 2021. Improved gross profit from higher CFR was partially offset by an increase in foreign currency exchange losses when compared to Q2 2021 and higher SG&A as discussed above. Adjusted operating profit, a non-GAAP measure (see definition and reconciliation in the table below) was $6.3 million in Q2 2022, compared to adjusted operating profit of $3.3 million in Q2 2021.

Net income attributable to Hill in Q2 2022 was $1.4 million, or $0.02 per diluted share, compared to net loss attributable to Hill of $(0.5) million, or $(0.01) per diluted share, in Q2 2021, driven by the same factors discussed above. Adjusted net income, a non-GAAP measure (see definition and reconciliation in the table below) which excludes the impact of foreign currency exchange losses, was $3.2 million in Q2 2022 compared to an adjusted net loss of $(0.07) million in Q2 2021.

Adjusted EBITDA, a non-GAAP measure (see definition and reconciliation in the table below) was $6.5 million in Q2 2022, compared to adjusted EBITDA of $3.8 million in Q2 2021.

Financial Condition and Backlog

Net cash used in operating activities in Q2 2022 was $0.4 million compared to net cash provided by operating activities of $3.6 million in Q2 2021. Free cash flow, a non-GAAP measure (see definition below) for Q2 2022 was $(0.8) million, which represents net cash used in operating activities, less $0.4 million in purchases of property and equipment during the quarter. Free cash flow during Q2 2021 was $3.3 million, which represents net cash provided by operating activities, less $0.2 million in property and equipment purchased during the quarter.

Unrestricted cash at June 30, 2022 was $20.3 million compared to unrestricted cash of $21.8 million at December 31, 2021. At June 30, 2022, the Company had approximately $6.2 in available and undrawn credit facilities and total liquidity was $28.5 million.

Backlog (which is a non-GAAP measure; see definition below) was $723.7 million at June 30, 2022 compared to $729.4 million at December 31, 2021.

2022 Financial Guidance

The Company reiterates its full-year 2022 guidance. For the full year, CFR is expected to be $340 million to $350 million with adjusted EBITDA of $22 million to $24 million.
Non-GAAP Measures

The following measures below are not measures of financial performance under U.S. generally accepted accounting principles ("GAAP") and should be considered in addition to and not as a substitute for, or superior to, the related measure of performance prepared in accordance with GAAP.


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Backlog

Backlog represents the Company's estimate of the amount of uncompleted projects under contract and awards in-hand that are expected to be recognized as CFR in future periods as a component of total revenue. Hill's backlog is 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 canceled. Although backlog reflects business that the Company considers to be firm, cancellations or scope adjustments may occur. It is an important indicator of future performance and is used by the Company in planning Hill's operational needs. Backlog is not a measure defined in GAAP and the Company's methodology for determining backlog may not be comparable to the methodology used by other companies in determining their backlog.

Adjusted Operating Profit (Loss)

Adjusted operating profit (loss) is operating profit (loss), adjusted to exclude non-recurring items and non-cash items including unrealized foreign currency exchange losses (gains), share-based compensation and the write-off of leasehold improvements previously included in property and equipment on the Company's consolidated balance sheets. The Company believes that adjusted operating profit (loss) is useful to investors and other external users of Hill's financial statements as a measure of a company's core ongoing operations, without regard to generally non-recurring items and non-cash activity.

Adjusted Net Income (Loss) Attributable to Hill

Adjusted net income (loss) attributable to Hill is net income (loss) attributable to Hill, adjusted to exclude non-recurring and non-cash items including unrealized foreign currency exchange losses (gains), share-based compensation and the write-off of leasehold improvements previously included in property and equipment on the Company's consolidated balance sheets. The Company believes that adjusted net income (loss) attributable to Hill is useful to investors and other external users of Hill's financial statements as a measure of a company's operating performance, without regard to generally non-recurring items and non-cash activity.

EBITDA and Adjusted EBITDA

Earnings before interest, taxes, depreciation and amortization ("EBITDA"), in addition to operating profit, net income, and other GAAP measures, is a useful indicator of Hill's financial and operating performance. Investors should recognize that EBITDA might not be comparable to similarly titled measures of other companies. The Company believes that EBITDA is useful to investors and other external users of Hill's financial statements in evaluating its operating performance because EBITDA is widely used by investors to measure a company’s operating performance without regard to items such as interest expense, taxes, and depreciation and amortization, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired.

Adjusted EBITDA is EBITDA, adjusted to exclude the impact of certain items, including non-recurring, one-time costs (as presented in the table below) and non-cash items such as unrealized foreign currency exchange losses (benefit) and share-based compensation expense. The Company believes that adjusted EBITDA helps its investors and other external users of Hill’s financial statements understanding of a company’s operating performance, without regard to non-recurring and other non-cash activity.

The Company does not provide a reconciliation of its 2022 financial guidance for such non-GAAP measure to GAAP due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, including adjustments that could be made for non-recurring, one-time costs and other charges reflected in its reconciliation of historic numbers.


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Free Cash Flow

Free cash flow, a non-GAAP measure, includes net cash provided by (used in) continuing operations, less purchases of property and equipment. Free cash flow is a useful indicator that provides additional perspective on Hill's ability to generate cash that is available to the Company for taxes and other corporate purposes. Investors should recognize that free cash flow might not be comparable to similarly-titled measures of other companies. This measure should be considered in addition to, and not as a substitute for or superior to, any measure of performance prepared in accordance with GAAP.

Conference Call

Management will host a conference call on Wednesday, August 10, 2022 at 9:00 am ET to discuss the results and business activities. Interested parties may participate in the call by dialing:

• (877) 407-9753 (Domestic) or
• (201) 493-6739 (International)

The call will also be accessible on the “Investor Relations” section of Hill’s website at www.hillintl.com. Click on “Financial Information” and then “Conferences and Calls”.

About Hill International

Hill International, with more than 3,000 professionals in over 100 offices worldwide, provides program management, project management, construction management, project management oversight, construction claims, dispute resolution, advisory, facilities management, and other consulting services to clients in a variety of market sectors. Engineering News-Record magazine recently ranked Hill as one of the largest construction management firms in the United States. For more information on Hill, please visit our website at www.hillintl.com.

Forward Looking Statements

Certain statements contained herein may be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, and it is our intent that any such statements be protected by the safe harbor created thereby. Except for historical information, the matters set forth herein including, but not limited to, any statements of belief or intent, any statements concerning our plans, strategies, and objectives for future operations are forward-looking statements. These forward-looking statements are based on our current expectations, estimates and assumptions and are subject to certain risks and uncertainties. Although we believe that the expectations, estimates, and assumptions reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Important factors that could cause our actual results to differ materially from estimates or projections contained in our forward-looking statements are set forth in the Risk Factors section and elsewhere in the reports we have filed with the Securities and Exchange Commission, including that unfavorable global economic conditions may adversely impact our business, our backlog may not be fully realized as revenue, infrastructure legislation may not be implemented, and our expenses may be higher than anticipated. We do not intend, and undertake no obligation, to update any forward-looking statement.

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Hill International, Inc. The Equity Group Inc.
Elizabeth J. Zipf, LEED AP BD+C Devin Sullivan
Senior Vice President Hill International, IncSenior Vice President
One Commerce Square(212) 836-9608
2005 Market Street, 17th Floordsullivan@equityny.com
Philadelphia, PA 19103
(215) 309-7707Lena Cati
elizabethzipf@hillintl.com Vice President
(212) 836-9611
lcati@equityny.com
### #### ###






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HILL INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
June 30, 2022December 31, 2021
Assets(Unaudited)
Cash and cash equivalents$20,333 $21,821 
Cash - restricted3,897 5,562 
Accounts receivable, net131,117 119,516 
Current portion of retainage receivable6,123 9,743 
Accounts receivable - affiliates21,343 21,741 
Prepaid expenses and other current assets10,981 9,937 
Income tax receivable2,381 2,163 
Total current assets196,175 190,483 
Property and equipment, net8,734 8,895 
Cash - restricted, net of current portion2,919 3,063 
Operating lease right-of-use assets16,951 18,347 
Financing lease right-of-use assets675 801 
Retainage receivable7,616 7,491 
Acquired intangibles, net2,976 3,002 
Goodwill41,805 44,127 
Investments1,124 2,038 
Deferred income tax assets2,071 2,165 
Other assets3,714 2,645 
Total assets$284,760 $283,057 
Liabilities and Stockholders’ Equity
Current maturities of notes payable and long-term debt$28,989 $25,841 
Accounts payable and accrued expenses68,808 63,856 
Income taxes payable3,808 2,610 
Current portion of deferred revenue4,406 4,088 
Current portion of operating lease liabilities4,835 4,777 
Current portion of financing lease liabilities249 246 
Other current liabilities8,429 6,006 
Total current liabilities119,524 107,424 
Notes payable and long-term debt, net of current maturities28,979 29,302 
Retainage payable286 279 
Deferred income taxes936 959 
Deferred revenue5,381 9,541 
Non-current operating lease liabilities17,230 18,565 
Non-current financing lease liabilities448 573 
Other liabilities11,631 13,175 
Total liabilities184,415 179,818 
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.0001 par value; 1,000 shares authorized, none issued— — 
Common stock, $0.0001 par value; 100,000 shares authorized, 63,664 shares and 63,291 shares issued at June 30, 2022 and December 31, 2021, respectively6
Additional paid-in capital218,298 217,471 
Accumulated deficit(82,927)(83,813)
Accumulated other comprehensive (loss) income(6,463)(1,813)
Less treasury stock of 6,807 at June 30, 2022 and December 31, 2021(29,056)(29,056)
Hill International, Inc. share of equity99,858 102,795 
Noncontrolling interests487 444 
Total equity100,345 103,239 
Total liabilities and stockholders’ equity$284,760 $283,057 
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HILL INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)


Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Consulting fee revenue$87,689 $77,688 $169,120 $150,097 
Reimbursable expenses18,040 23,858 38,846 38,535 
Total revenue$105,729 $101,546 $207,966 $188,632 
Direct expenses68,302 70,263 138,703 130,118 
Gross profit37,427 31,283 69,263 58,514 
Selling, general and administrative expenses32,254 27,098 61,797 54,784 
Foreign currency exchange loss1,190 1,953 2,926 2,240 
 Plus: Share of profit of equity method affiliates492 665 950 1,253 
Operating profit$4,475 $2,897 $5,490 $2,743 
Less: Interest and related financing fees, net1,381 1,504 2,707 2,851 
Other loss, net364 214 — 
Earnings (loss) before income taxes$2,730 $1,391 $2,569 $(108)
Income tax expense1,341 1,793 1,779 2,869 
Net earnings (loss)$1,389 $(402)$790 $(2,977)
Less: net (loss) earnings - noncontrolling interests(41)91 (98)207 
Net earnings (loss) attributable to Hill International, Inc.$1,430 $(493)$888 $(3,184)
Basic earnings (loss) per common share - Hill International, Inc.$0.02 $(0.01)$0.02 $(0.06)
Basic weighted average common shares outstanding57,789 57,079 57,748 57,029 
Diluted earnings (loss) per common share - Hill International, Inc.$0.02 $(0.01)$0.02 $(0.06)
Diluted weighted average common shares outstanding58,917 57,079 59,087 57,029 













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HILL INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Cash flows from operating activities:
Net earnings (loss)1,390 (402)790 (2,977)
Adjustments to reconcile net loss to net cash provided by (used in):
Depreciation and amortization596 595 1,185 1,289 
Provision for bad debt212 (2,226)(167)(2,457)
Amortization of deferred loan fees128 174 291 394 
Deferred tax expense(43)(27)34 143 
Share-based compensation384 922 771 1,371 
Operating lease right-of-use assets1,221 1,525 1,931 2,844 
Foreign currency remeasurement losses734 1,953 973 2,240 
Changes in operating assets and liabilities:
Accounts receivable(9,138)2,740 (16,370)(7,095)
Accounts receivable - affiliate(2,197)(7,635)399 (10,237)
Prepaid expenses and other current assets(330)(3,388)(1,369)(5,160)
Income taxes receivable(373)(462)(496)1,189 
Retainage receivable243 (622)3,317 (419)
Other assets(233)204 (496)(2,142)
Accounts payable and accrued expenses3,576 7,956 7,136 4,037 
Income taxes payable315 (422)1,274 (376)
Deferred revenue1,249 (723)(2,971)472 
Operating lease liabilities(1,398)(924)(1,641)(1,987)
Other current liabilities3,622 3,210 2,507 5,124 
Retainage payable208 (322)
Finance lease liabilities(4)— (9)— 
Other liabilities(319)911 (801)910 
Net cash used in operating activities(362)3,567 (3,705)(13,159)
Cash flows from investing activities:
Purchase of NEYO Group— (683)— (683)
Purchase of property and equipment(406)(275)(1,138)(1,087)
Net cash used in investing activities(406)(958)(1,138)(1,770)
Cash flows from financing activities:
Repayment of term loans(167)(265)(339)(522)
Proceeds from revolving loans8,787 10,568 22,868 15,973 
Repayment of revolving loans(10,682)(9,449)(19,235)(11,226)
Proceeds from stock issued under employee stock purchase plan35 84 56 95 
Net cash provided by financing activities(2,088)938 3,228 4,320 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(376)(1,564)(1,682)(2,105)
Net decrease in cash, cash equivalents and restricted cash(3,232)1,983 (3,297)(12,714)
Cash, cash equivalents and restricted cash — beginning of period30,446 41,413 
Cash, cash equivalents and restricted cash — end of period$27,149 $28,699 
(4)
Six Months Ended June 30,
Supplemental disclosures of cash flow information:20222021
Interest and related financing fees paid$2,484 $2,289 
Income taxes paid1,810 1,649 
Cash paid for amounts included in the measurement of lease liabilities3,892 3,148 
Right-of-use assets obtained in exchange for operating lease liabilities759 8,698 
Right-of-use assets obtained in exchange for finance lease liabilities— 205 

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HILL INTERNATIONAL, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP MEASURES
(In thousands)



The following table includes a reconciliation of these non-GAAP measures to its most directly comparable GAAP measure:

Three Months Ended
June 30,
Six Months Ended
June 30,
2022202120222021
Operating profit$4,475 $2,897 $5,490 $2,743 
Adjustments to operating profit
Share-based compensation384 922 771 1,371 
Unrealized foreign currency exchange loss (benefit)456 (29)1,953 (101)
Non-recurring activity (1)
938 (474)459 (474)
Adjusted operating profit$6,253 $3,316 $8,673 $3,539 
Net earnings (loss)1,389 (402)790 (2,977)
Less: net (loss) earnings - noncontrolling interests(41)91 (98)207 
Net earnings (loss) attributable to Hill International, Inc.$1,430 $(493)$888 $(3,184)
Adjustments to net loss attributable to Hill International, Inc.
Less: Interest and related financing fees, net1,381 1,504 2,707 2,851 
Income tax expense1,341 1,793 1,779 2,869 
Depreciation and amortization expense596 595 1,185 1,289 
EBITDA4,748 3,399 6,559 3,825 
Adjustments to EBITDA:
Share-based compensation384 922 771 1,371 
Unrealized foreign currency exchange loss (benefit)456 (29)1,953 (101)
Non-recurring activity (1)
938 (474)459 (474)
Adjusted EBITDA$6,526 $3,818 $9,742 $4,621 
Net earnings (loss) attributable to Hill International, Inc.$1,430 $(493)$888 $(3,184)
Adjustments to net loss attributable to Hill International, Inc.
Share-based compensation384 922 771 1,371 
Unrealized foreign currency exchange loss (benefit)456 (29)1,953 (101)
Non-recurring activity (1)
938 (474)459 (474)
Adjusted net income$3,208 $(74)$4,071 $(2,388)

(1) Non-recurring activity includes the partial collection of a fully reserved receivable in Libya and amounts related to a Romanian Bond Call in our Europe Operations, net of other non-recurring activity, during the three and six months ended June 30, 2022.




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