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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from March 1, 1995
to December 31, 1995 Commission File No. 1-12248
ICF KAISER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-1437073
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9300 Lee Highway, Fairfax, Virginia 22031-1207
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 934-3600
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $0.01 per share
Preferred Stock Purchase Rights
Securities registered pursuant to Section 12(g) of the Act: None
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 Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of Common Stock held by non-affiliates of
the registrant was $48.6 million based on the New York Stock Exchange Composite
Tape closing price of such stock ($2.75) on March 6, 1996.
On March 6, 1996, there were 21,794,220 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the ICF Kaiser International, Inc. Proxy Statement for the
1996 Annual Meeting of Shareholders are incorporated by reference in Part III
hereof.
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ICF Kaiser International, Inc. Report on Form 10-K
for the ten months ended December 31, 1995. Page 1
PART I
Item 1. Business
ICF Kaiser International, Inc., through ICF Kaiser Engineers, Inc. and
its other operating subsidiaries, is one of the nation's largest engineering,
construction, and consulting services companies, providing fully integrated
engineering, construction, program management, and consulting services to
public- and private-sector clients in the related markets of environment,
infrastructure, energy, and industry. The "Company" or "ICF Kaiser" in this
Report refers to ICF Kaiser International, Inc. and/or any of its consolidated
subsidiaries. The Company changed its fiscal year to a calendar-based fiscal
year effective December 31, 1995. Consequently, this Report on Form 10-K is a
transition report covering the period from March 1, 1995, to December 31, 1995.
For the ten months ended December 31, 1995, ICF Kaiser reported gross
and service revenue of $917 million and $426 million, respectively. Service
revenue is derived by deducting the costs of subcontracted services and direct
project costs from gross revenue and adding the Company's share of the income of
unconsolidated joint ventures and affiliated companies. During the ten months
ended December 31, 1995, and the two years ended February 28, 1995, the Company
operated predominantly in one industry segment, in which it provided
engineering, construction, program management, consulting, and other
professional services.
Fiscal Year Ended
Ten Months Ended ------------------------------------
December 31, 1995 February 28, 1995 February 28, 1994
----------------- ----------------- ------------------
Gross revenue............ $916,744,000 $861,518,000 $651,657,000
Service revenue.......... $425,896,000 $459,786,000 $382,708,000
Operating income (loss).. $ 17,505,000 $ 13,688,000 $ (5,230,000)
Assets................... $369,517,000 $281,422,000 $281,198,000
As of December 31, 1995, the Company's contract backlog totaled
approximately $4.4 billion compared to $1.4 billion as of February 28, 1995.
Most of the Company's backlog relates to public-sector environmental projects
that span from one to five years. Approximately 30% of the $4.4 billion backlog
is expected to be worked off during the fiscal year ending December 31, 1996.
See "Backlog" section of this Report.
The Company's headquarters is located at 9300 Lee Highway, Fairfax,
Virginia 22031-1207, and its telephone number is (703) 934-3600. The Company's
four regional headquarters are located at 1800 Harrison St., Oakland, California
94612-3430 Telephone (510) 419-6000; 6440 Southpoint Parkway, Jacksonville, FL
32216 Telephone (904) 279-7200; Four Gateway Center, Pittsburgh, Pennsylvania
15222-1207 Telephone (412) 497-2000; and 3D International Tower, 1900 West Loop
South, Suite 1350, Houston, TX 77027 Telephone (713) 623-5000. Other offices
include Tempe, Arizona; Livermore, Los Angeles, Rancho Cordova, Richmond, San
Diego, San Francisco, San Rafael, and Universal City, California; Golden and
Lakewood, Colorado; Washington, DC; Ft. Lauderdale, Miami, Orlando and Tampa,
Florida; Atlanta, Georgia; Idaho Falls, Idaho; Chicago, Illinois; Gary, Indiana;
Ruston, Louisiana; Abingdon, Baltimore, and Silver Spring, Maryland; Boston,
Massachusetts; Kansas City, Missouri; Ely and Las Vegas, Nevada; Iselin, New
Jersey; New York, New York; Albuquerque and Los Alamos, New Mexico; Morrisville,
North Carolina; Cincinnati, Ohio; Dallas, Texas; Richmond, Virginia; Port
Orchard, Richland, and Seattle, Washington. The Company's international offices
are located in Brisbane, Perth and Sydney, Australia; Rio de Janeiro, Brazil;
Prague, Czech Republic; London, England; Paris, France; Mexico City, Mexico;
Lisbon, Portugal; Moscow, Russia; and Taipei, Taiwan. As of March 1, 1996, ICF
Kaiser employed approximately 7,500 persons.
ICF Kaiser International, Inc. is a Delaware corporation incorporated in
1987 under the name American Capital and Research Corporation. It is the
successor to ICF Incorporated, a nationwide consulting firm organized in 1969.
In 1988, the Company acquired the Kaiser Engineers business which dates from
1914.
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ICF Kaiser International, Inc. Report on Form 10-K
for the ten months ended December 31, 1995. Page 2
Strategic Considerations
The following points are important to understanding the Company's business
and strategy:
Full Front-end Capability. The Company's front-end skills include policy
-------------------------
analysis and consulting; scientific analysis and health/risk assessments;
facility siting and environmental assessments; remedial investigations and
feasibility studies; and engineering design. By possessing these skills, the
Company's involvement at the outset of any project places it in a position to
participate in any follow-on engineering and construction work.
High Value-added Services. The Company adds high value within those markets
-------------------------
that relate to environmental services through specialized environmental
knowledge that (i) helps clients understand environmental threats and
opportunities and alternative ways in which each can be managed; (ii) allows
creation of customized solutions for the clients' environmental problems; and
(iii) combines problem identification, solution, and implementation.
Access to Technologies. The Company has access to technologies that play a
----------------------
critical role in both the cleanup of existing waste sites and in the reduction
of waste generated by ongoing and new production processes. These technologies
relate to reducing and monitoring emissions, bioremediation, and industrial
process technologies that can help minimize waste, reduce costs, and improve the
quality of a finished product. To assist clients better and to increase its
overall participation in clients' projects, the Company continues to expand its
access to environmental and process technologies through various methods,
including licensing and joint ventures.
Strategic Relationships. The Company has established business
-----------------------
relationships through joint ventures, marketing agreements, and direct equity
investments that extend its presence and reduce its business development risks.
These relationships are particularly important in the management of the
Company's international operations, and they help reduce the cost and risks
associated with the Company's entering new geographic regions.
The Company provides its fully integrated capabilities to clients through
its operating groups.
FEDERAL PROGRAMS GROUP
U.S. Department of Energy (DOE). An important DOE mission has changed over
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the years--from nuclear weapons production to environmental cleanup of former
nuclear weapons production sites. To help accomplish DOE's cleanup goals
pursuant to this new mission, the Company actively supports DOE at the following
facilities: the Argonne National Laboratory, the Idaho National Engineering
Laboratory, Lawrence Livermore National Laboratory, the Los Alamos National
Laboratory, the Mound Plant Site, the Oak Ridge National Laboratory, the two
Sandia National Laboratories, the Rocky Flats Environmental Technology Site, and
the Hanford Nuclear Reservation (the last two facilities are described in more
detail below). The services provided by the Company include (i) conducting
comprehensive assessments related to environment, safety, and health; (ii)
quality assurance; (iii) security and safeguards; (iv) assessing, managing, and
remediating existing hazardous and solid wastes, radioactive materials, highly
volatile chemical compounds, unidentified mixed wastes, and exploded/unexploded
munitions; and (v) architect, engineer, construction, and site operations
services.
During the ten months ended December 31, 1995, the Company, through Kaiser-
Hill Company, a limited liability company owned equally by the Company and CH2M
Hill Companies, Ltd. (Kaiser-Hill), won DOE's Performance Based Integrating
Management contract at the DOE's Rocky Flats Environmental Technology Site near
Golden, Colorado. Rocky Flats is a former DOE nuclear weapons production
facility. Under the five-year contract which began on July 1, 1995, Kaiser-Hill
oversees plutonium stabilization and storage, environmental restoration, waste
management, decontamination and decommissioning, site safety and security, and
construction activities of subcontractor companies. Under the performance-based
contract signed by Kaiser-Hill, the concept of which was developed in the DOE's
1994 Contract Reform Initiative, 85% of Kaiser-Hill's fees are based on
performance, while only 15% are fixed. Kaiser-Hill's contract commits it to
dealing with urgent risks first, and measurable results in the following "urgent
risk" areas will help determine its incentive fee: stabilize plutonium and
plutonium residues for specified time frames; consolidate plutonium in a single
building; and clean up and remove all high-risk "hot spot" contamination.
Finally, Kaiser-Hill is expected to reduce the number of employees at the site
within the first 18 months of the contract, with a further reduction by the end
of the contract term.
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ICF Kaiser International, Inc. Report on Form 10-K
for the ten months ended December 31, 1995. Page 3
Since 1987, the Company, through its wholly owned subsidiary ICF Kaiser
Hanford Company, has been assisting DOE clean up its former nuclear weapons
production site at the Hanford Nuclear Reservation in Richland, Washington.
Under its contract, ICF Kaiser Hanford Company will provide architect, engineer,
construction, and site operation services at the site through March 1997. The
fees the Company is eligible to earn are based on six-month performance reviews;
the Company also has the opportunity to earn incentive fees related to
technology transfers and efficiency savings. In October 1995, the Company
announced that ICF Kaiser Hanford Company was teaming with Raytheon and other
nationally known firms in bidding on the DOE's request for proposals for its new
management and integration contract at the Hanford Site. Assuming there is no
delay in the bidding process, DOE expects that the new contract could be in
place as early as October 1996.
U.S. Department of Defense. DOD estimates that its environmental expense
--------------------------
will be directed primarily to cleaning up hundreds of military bases with
thousands of contaminated sites. There is an urgent need to ensure that the
hazardous wastes present at these sites (often located near population centers)
do not pose a threat to the surrounding population, and, in connection with the
closure of many of the bases, there is an economic incentive to make sure that
the environmental restoration enables the sites of the former bases to be
developed commercially by the private sector.
In August 1995, the Company was awarded a contract estimated at $330
million to perform environmental restoration work at Federal installations for
the U.S. Army Corps of Engineers (USACE), Baltimore District. This Total
Environmental Restoration Contract (TERC) is for four years with two, three-year
options. The contract is a cost reimbursement delivery order contract, and the
fee structure includes a combination of cost plus fixed fee, award fee, and
incentive fees. In August 1995, the Company also signed a five-year contract
estimated at $50 million to provide environmental services to USACE, Savannah
District.
Other Federal Government Work. Under a variety of smaller contracts, the
-----------------------------
Company provides the Federal government with numerous other services. Under a
contract with the U.S. Environmental Protection Agency (EPA) awarded in 1995,
the Company will continue to manage the EPA's quality assurance laboratory in
Las Vegas, Nevada, and provide the laboratory with analytical support. The
Company also supports the EPA's Superfund program under several Alternative
Remedial Contracting Strategy (ARCS) contracts for remedial planning services.
Architectural, engineering, and construction management services for facilities
and infrastructure (such as post offices, court houses, and prisons) are
provided to the U.S. Postal Service, Department of Justice, and General Services
Administration.
ICF KAISER ENGINEERS GROUP
Environmental Consulting and Engineering Services. Demand for the
-------------------------------------------------
Company's non-Federal environmental consulting and engineering services is
driven by a number of factors: the need to improve the quality of the
environment; environmental regulation and enforcement; and increased liability
associated with pollution-related injury and damage. Significant environmental
laws have been enacted in response to public concern over the environment, and
these laws and the implementing regulations affect nearly every industrial
activity. Increasingly strict Federal, state, and local government regulation
has forced private industry and state and local agencies to clean up
contaminated sites, to bring production facilities into compliance with current
environmental regulations, and to minimize waste generation on an ongoing basis.
Although growth in this private-sector market is being hampered by uncertainty
over continuing Federal regulations, the Company generates new business by
increasing the types of services it sells to existing clients, by targeting new
markets for the Company's full-service capabilities, and by expanding the types
of services the Company offers.
The Company's environmental services have progressed beyond study and
analysis to remediation. Following on its established market position in the
consulting and front-end analysis phase of environmental services, the Company
now offers alternative remediation approaches that may involve providing on-site
waste containment, on-site treatment, management of on-site/off-site
remediation, or waste removal. The Company also designs new processes (and
redesigns ongoing production processes) to minimize or eliminate the generation
of hazardous waste. Currently the Company provides site investigations and
feasibility studies, compliance planning and audits, risk assessment,
permitting, community relations services, and construction and construction
management. See "Potential Environmental Liability" section of this Report.
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ICF Kaiser International, Inc. Report on Form 10-K
for the ten months ended December 31, 1995. Page 4
Industry Services. ICF Kaiser's engineering design, project management,
-----------------
and construction services to the industrial market involve work with the steel,
aluminum, alumina, copper, iron, and other minerals and metals industries as
well as chemicals, petrochemicals, and refineries. In the coke, coal, and coal
chemicals area, ICF Kaiser's services have included inspection of coke plants
for environmental compliance, facility design and construction, and equipment
sales and services. The Company has provided services related to coal cleaning,
handling, and environmental controls. ICF Kaiser also designed, built, and now
operates and jointly owns a pulverized coal injection facility under a multiyear
tolling agreement.
The international industry market provides opportunities for the Company's
industrial services. The Company's largest industrial project will be a mini-
mill project for Nova Hut, a.s, an integrated steel maker based in the Ostrava
region of the Czech Republic. Under a two-year contract signed in March 1996,
the Company will oversee the construction of the mini-mill as well as future
production and environmental upgrades to Nova Hut's existing integrated steel-
making facilities. The Company will provide project management, engineering,
procurement, construction management, start-up, commissioning, and training
services. This initial phase of the mini-mill project, which is scheduled to
initiate production in December 1997, is part of a two-phase endeavor in which
the second phase will provide Nova Hut with the capability of producing 1
million metric tons per year of hot rolled steel product. The Company also is
assisting the International Finance Corporation in securing the financing for
the mini-mill that has an estimated initial phase capital cost of approximately
$275 million.
Infrastructure Services. The Company also is helping rebuild the
-----------------------
infrastructure of roads, highways, transit systems, harbors, airports,
facilities, and buildings in domestic and international markets. Budget
constraints at the Federal, state, and local government levels have hindered
infrastructure market growth, but the Company remains active in major U.S.
metropolitan areas: Chicago (light rail transit system); Pittsburgh (busway and
light rail projects); San Francisco (commuter rail line extension); Atlanta
(general engineering consulting services to the Metropolitan Atlanta Rapid
Transit Authority); Miami (Intermodal Transit Center, a project that will tie
together air, light/heavy rail, buses, highway systems, and parking facilities).
The major ports of many of the world's cities have serious water pollution
problems, and ICF Kaiser is helping to improve the condition of many harbors and
waterways. In its largest harbor project, the Company continues as the
construction manager of the cleanup of Boston Harbor, one of the largest
environmental projects in the country, under a contract extension that runs
through 1998. Since the inception of the project in 1988, the Company has
served as its construction manager, and currently manages construction workers,
engineers, architects, and support personnel working to construct a wastewater
treatment plant on Deer Island in Boston Harbor.
Internationally, the Company's large-scale construction infrastructure
skills are at work in Portugal where the Company as part of a joint venture
provides project and construction management services for the modification and
reconstruction of the main rail link between the cities of Lisbon and Oporto.
Those skills also are at work in the Philippines where the Company as part of a
joint venture provides front-to-back-end services for a light rail transit line
in Manila.
CONSULTING GROUP
The ICF Kaiser Consulting Group draws upon the talents of its multi-
disciplinary professional staff to support customers within four primary lines
of business.
Environmental consulting services assist customers in developing plans and
---------------------------------
policies, evaluating options for managing environmental responsibilities in the
most cost-effective manner, and identifying and employing the best available
technologies and practices. Life-cycle management strategies are emphasized.
The group has special expertise in such areas as industrial and municipal waste
management, air pollution control, chemical accident prevention, and ground-
water and drinking water management.
Global environmental issues are also a particular area of focus within the
group. Working with U.S. and international organizations that fund global
environmental work and with numerous private sector organizations, the
Consulting Group has conducted projects in over thirty countries and has been
actively involved in supporting international environmental treaties. The group
has achieved great success in implementing technology transfer programs through
the creation of effective public-private partnerships.
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ICF Kaiser International, Inc. Report on Form 10-K
for the ten months ended December 31, 1995. Page 5
Working on global change issues for the EPA since 1982, the Company
supports the EPA's Global Change Division, providing services related to the
reduction of methane and other greenhouse gases. The Consulting Group also
provides technical and regulatory support to the EPA's Office of Solid Waste,
focusing on human health and ecological risk assessment and waste
characterization.
In-career education and training programs range in subject matter from
-----------------------------------------
highly technical areas to broader, skill-based and management-oriented training.
The Consulting Group's expertise in the development and delivery of workplace
training, combined with expert knowledge in a wide variety of technologies and
programmatic areas, enables it to provide high impact training that is
specifically tailored to the needs of each customer organization. Environmental
management programs cover regulation, technology, information reporting,
emergency response, and pollution prevention.
Information management programs assist clients in developing decision
-------------------------------
support systems which facilitate the collection and use of information to track
performance, identify opportunities, and improve decision making. The group
offers a number of sophisticated simulation models and proprietary applications,
such as its electric utility Integrated Planning Model. By combining consulting
expertise with information technology skills, the group helps its customers deal
with the unique challenges of their business environment.
Energy and natural resource management services support the development of
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corporate and technical plans for managing power resources and energy projects,
provide economic assessments of short- and long-term market conditions for
various fuels, and serve as an expert foundation in litigation and regulatory
proceedings. The group assists its customers in identifying market
opportunities, commercializing new technologies, and developing public policy.
Its contributions involve linking an in-depth understanding of the energy
markets with an ongoing involvement with energy technology.
The ICF Kaiser Consulting Group serves customers in domestic and
international markets, including both public- and private-sector organizations.
Among its major customers are U.S. government agencies, especially the EPA; U.S.
private sector organizations, particularly major energy producers such as
utilities and oil companies; and governments and businesses around the world, as
well as various multinational banks, development organizations, and treaty
organizations.
Competition and Contract Award Process
The markets in which the Company operates are very competitive. The
Company's competitors range from small local firms to large multinational
companies. The Company believes that no single firm or small number of firms
dominates its markets.
Competition for private-sector work generally is based on several factors,
including quality of work, reputation, price, and marketing approach. The
Company's objective is to establish and maintain a strong competitive position
in its areas of operations by adhering to its basic philosophy of delivering
high-quality work in a timely fashion within its clients' budget constraints.
Most of the Company's contracts with public-sector clients are awarded
through a competitive bidding process that places no limit on the number or type
of offerors. The process usually begins with a government Request for Proposal
(RFP) that delineates the size and scope of the proposed contract. Proposals are
evaluated by the government on the basis of technical merit (for example,
response to mandatory solicitation provisions, corporate and personnel
qualifications, and experience) and cost. The Company believes that its
experience and ongoing work strengthen its technical qualifications and,
thereby, enhance its ability to compete successfully for future government work.
In both the private and public sectors, the Company, acting either as a
prime contractor or as a subcontractor, may join with other firms to form a team
that competes for a single contract or submits a single proposal. Because a team
of firms almost always can offer a stronger set of qualifications than any firm
standing alone, these teaming arrangements often are very important to the
success of a particular competition or proposal. The Company maintains a large
network of business relationships with other companies and has drawn repeatedly
upon these relationships to form winning teams.
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ICF Kaiser International, Inc. Report on Form 10-K
for the ten months ended December 31, 1995. Page 6
The Company's subsidiaries operate under a number of different types of
contract structures with its private- and public-sector clients, the most common
of which are Cost Plus and Fixed Price. Under Cost Plus contracts, the Company's
costs are reimbursed with a fee (either fixed or percentage of cost) and/or an
incentive or award fee offered to provide inducement for effective project
management. A variation of Cost Plus contracts are time and materials contracts
under which the Company is paid at a specified fixed hourly rate for direct
labor hours worked. Under Fixed Price contracts, the Company is paid a
predetermined amount for all services provided as detailed in the design and
performance specifications agreed to at the project's inception.
Customers
The Company's clients include: DOE, EPA, and DOD; major corporations in the
energy, transportation, chemical, steel, aluminum, mining, and manufacturing
industries; utilities; and a variety of state and local government agencies
throughout the United States. A substantial portion of the Company's work is
repeat business from existing clients. In many cases, the Company has worked
for the same client for many years, providing different services at different
times. DOE accounted for approximately 68% of the Company's consolidated gross
revenue for the ten-month period ended December 31, 1995; EPA accounted for
another approximately 6%; and DOD and other Federal agencies collectively
accounted for another approximately 4%. The Federal government accounted for
approximately 73% of the Company's consolidated gross revenue for the year ended
February 28, 1995, and 65% for the year ended February 28, 1994.
The Company's international clients include both private firms and foreign
government agencies in such countries as Australia, France, Portugal, and
Taiwan. For the ten-month period ended December 31, 1995, foreign operations
accounted for approximately 4.7% of the Company's consolidated gross revenue.
For information concerning gross revenue, operating income, and identifiable
assets of the Company's business by geographic area, see Note O to the
Consolidated Financial Statements.
Backlog
Backlog refers to the aggregate amount of gross contract revenue remaining
to be earned pursuant to signed contracts extending beyond one year. At December
31, 1995, the Company's contract backlog was approximately $4.4 billion in gross
revenue, up from approximately $1.4 billion in gross revenue at February 28,
1995. In April 1995, Kaiser-Hill was awarded the DOE's Performance Based
Integrating Management contract at Rocky Flats near Denver, Colorado. This
contract represents approximately 62% of the Company's total backlog at December
31, 1995. The Company expects that approximately 30% of the backlog at December
31, 1995, will be worked off during calendar year 1996. Because of the nature of
its contracts, the Company is unable to calculate the amount or timing of
service revenue that might be earned pursuant to these contracts. The Company
believes that backlog is not a predictor of future gross or service revenue.
Differences in contracting practices between the public and private sectors
result in the Company's backlog being weighted heavily toward contracts
associated with agencies of the Federal government. Backlog under contracts
with agencies of the Federal government that extend beyond the government's
current fiscal year includes the full contract amount, including in many cases
amounts anticipated to be earned in option periods and certain performance fees,
even though annual funding of the amounts under such contracts generally must be
appropriated by Congress before the agency may expend funds during any year
under such contracts. In addition, the agency must allocate the appropriated
funds to these specific contracts and thereafter authorize work or task orders
to be performed under these specific contracts. Such authorizations are
generally for periods considerably shorter than the duration of the work the
Company expects to perform under a particular contract and generally cover only
a percentage of the contract revenue. Because of these factors, the amount of
Federal government contract backlog for which funds have been appropriated and
allocated, and task orders issued, at any given date is a substantially smaller
amount than the total Federal government contract backlog as of that date. In
the event that option periods under any given contract are not exercised or
funds are not appropriated, allocated, or authorized to be spent under any given
contract, the amount of backlog attributable to that contract would not result
in revenue to the Company. All contracts and subcontracts with agencies of the
Federal government are subject to termination, reduction, or modification at any
time at the discretion of the government agency.
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ICF Kaiser International, Inc. Report on Form 10-K
for the ten months ended December 31, 1995. Page 7
Environmental Regulation
Significant environmental laws have been enacted in response to public
concern over the environment. These laws and the implementing regulations affect
nearly every industrial activity. Efforts to comply with the requirements of
these laws have increased demand for the Company's services. The principal
Federal legislation having the most significant effect on the Company's business
includes the following:
The Comprehensive Environmental Response, Compensation and Liability Act
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(CERCLA). CERCLA, as amended by the Superfund Amendments and Reauthorization
- ---------
Act, established the Superfund program to clean up hazardous waste sites and
provides for penalties and punitive damages for noncompliance with EPA orders.
Superfund may impose strict liability (joint and several as well as individual)
on certain hazardous substance waste owners, operators, disposal "arrangers,"
transporters, and disposal facility owners and operators (Potentially
Responsible Parties or PRPs) for the costs of removal or remedial action; for
other necessary response costs and damages for injury, destruction, or loss of
natural resources; and for the cost of any health effects study. Under certain
circumstances Federal funds may be used to pay for the cleanup.
The Resource Conservation and Recovery Act (RCRA). RCRA, as amended by the
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Hazardous and Solid Waste Amendments of 1984 (HSWA), provides a comprehensive
scheme for the regulation of hazardous waste from the time of generation to its
ultimate disposal (and sometimes thereafter), as well as the regulation of
persons engaged in the treatment, storage, and disposal of hazardous waste. The
RCRA scheme includes both a permitting and a manifest tracking system and
detailed regulations on the handling, treatment, transportation, storage, and
disposal of hazardous waste. Regulations have been issued pursuant to RCRA in
the following areas (among others) of importance to the Company: permitting
remediation of releases associated with underground storage tanks; municipal
solid waste disposal; waste minimization; and treatment, transportation, and
disposal of hazardous waste. HSWA has increased the number of hazardous waste
generators subject to RCRA. HSWA also imposes land disposal restrictions/bans on
certain listed and characteristic hazardous wastes that do not meet specified
treatment standards.
The Clean Air Act. Under the Clean Air Act of 1970, as amended, EPA is
------------------
empowered to establish and enforce National Ambient Air Quality Standards and
limits on the emissions of various pollutants from specific types of facilities.
The Clean Air Act Amendments of 1990 require certain sources emitting an air
pollutant regulated under the Clean Air Act to obtain an operating permit, which
includes enforceable emissions limitations and compliance schedules. The Clean
Air Act also addresses substantial expanded regulation of vehicle emissions,
hazardous air pollutant emissions, stratospheric ozone protection, acid rain
minimization (through the use of limitations on sulfur dioxide and nitrogen
oxide emissions) and related enforcement issues. The use of "marketable
allowances" to establish limits on total emissions while maintaining maximum
market flexibility reflects a shift in environmental policy from command and
control management to a more flexible approach.
The Safe Drinking Water Act. Under the Safe Drinking Water Act and its
----------------------------
subsequent reauthorizations, EPA is empowered to set drinking water standards
for community water supply systems in the United States. The Act requires that
EPA set maximum ground-water contamination levels for specified, and previously
unregulated, toxic substances and also requires EPA to establish a priority list
every three years of contaminants that may cause adverse health effects and may
require regulation. Water supply systems are required to begin monitoring
within defined time limits following the publication of the final regulations.
The Act also requires that EPA set criteria specifying when utilities using
surface water supplies should filter their water and issue national primary
drinking water regulations requiring all utilities to disinfect their water.
The Clean Water Act. The Clean Water Act established a system of
--------------------
standards, permits, and enforcement procedures for the discharge of pollutants
to surface water from industrial, municipal, and other wastewater sources. EPA
sets discharge standards for certain industrial and municipal wastewater
discharges and provides for Federal grants to assist municipalities in complying
with treatment requirements. Key areas for which regulations recently have been
issued or are proposed include industrial wastewater pretreatment, surface water
toxics control, wastewater sludge disposal, and stormwater discharges. In cases
of noncompliance, EPA may assess administrative penalties and may sue for court-
ordered compliance and penalties. Under the Ocean Dumping Ban Act of 1988,
regulatory revisions to the Clean Water Act were made to eliminate ocean dumping
of sludge.
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ICF Kaiser International, Inc. Report on Form 10-K
for the ten months ended December 31, 1995. Page 8
The Toxic Substance Control Act (TSCA). TSCA, enacted in 1976, establishes
---------------------------------------
requirements for identifying and controlling toxic chemical hazards to human
health and the environment. EPA has identified more than 60,000 chemical
substances (out of more than five million known chemical compounds) that were
manufactured or processed for commercial use in the United States in 1985. In
addition, more than 1,000 new chemicals are introduced each year. TSCA
authorizes EPA, in certain circumstances, to require testing of existing and new
chemicals used in commerce to determine their human health and environmental
effects. TSCA also gives EPA authority to prohibit or limit certain activities
associated with producing, distributing, and using a chemical that is found to
pose an unreasonable risk of injury to human health or the environment.
The Federal Insecticide, Fungicide, and Rodenticide Act (FIFRA). FIFRA
----------------------------------------------------------------
focuses on the health-based risk of pesticides and requires the registration of
all pesticides, with a heavy emphasis on scientific data and risk assessment.
Under FIFRA, EPA establishes regulations that can include labeling restrictions,
use restrictions, or an outright ban of the pesticide following a risk/benefit
analysis. The 1972 amendments substantially increased the scope of the Act to
include biotechnology and to expand the authority of EPA.
Potential Environmental Liability
The assessment, analysis, remediation, handling, management, and disposal
of hazardous substances necessarily involve significant risks, including the
possibility of damages or personal injuries caused by the escape of hazardous
materials into the environment, and the possibility of fines, penalties or other
regulatory action. These risks include potentially large civil and criminal
liabilities for violations of environmental laws and regulations, and
liabilities to customers and to third parties for damages arising from
performing services for clients.
Potential Liabilities Arising Out of Environmental Laws and Regulations
-----------------------------------------------------------------------
All facets of the Company's business are conducted in the context of a
rapidly developing and changing statutory and regulatory framework. The
Company's operations and services are affected by and subject to regulation by a
number of Federal agencies, including EPA and the Occupational Safety and Health
Administration, as well as applicable state and local regulatory agencies.
As discussed above, CERCLA addresses cleanup of sites at which there has
been a release or threatened release of hazardous substances into the
environment. Increasingly, there are efforts to expand the reach of CERCLA to
make environmental contractors responsible for cleanup costs by claiming that
environmental contractors are owners or operators of hazardous waste facilities
or that they arranged for treatment, transportation, or disposal of hazardous
substances. Several recent court decisions have accepted these claims. Should
the Company be held responsible under CERCLA for damages caused while performing
services or otherwise, it may be forced to bear such liability by itself,
notwithstanding the potential availability of contribution or indemnity from
other parties.
RCRA, also discussed above, governs hazardous waste generation, treatment,
transportation, storage, and disposal. RCRA, or EPA-approved state programs at
least as stringent, govern waste handling activities involving wastes classified
as "hazardous." Substantial fees and penalties may be imposed under RCRA and
similar state statutes for any violation of such statutes and the regulations
thereunder.
Potential Liabilities Involving Clients and Third Parties
---------------------------------------------------------
In performing services for its clients, the Company could potentially be
liable for breach of contract, personal injury, property damage, and negligence
(including improper or negligent performance or design, failure to meet
specifications, and breaches of express or implied warranties). The damages
available to a client, should it prevail in its claims, are potentially large
and could include consequential damages.
Environmental contractors, in connection with work performed for clients,
potentially face liabilities to third parties from various claims, including
claims for property damage or personal injury stemming from a release of
hazardous substances or otherwise. Claims for damage to third parties could
arise in a number of ways, including through a sudden and accidental release or
discharge of contaminants or pollutants during the performance of services;
through the inability, despite reasonable care, of a remedial plan to contain or
correct an ongoing seepage or release of pollutants; through the inadvertent
exacerbation of an existing contamination problem; or through reliance on
reports or
- --------------------------------------------------------------------------------
ICF Kaiser International, Inc. Report on Form 10-K
for the ten months ended December 31, 1995. Page 9
recommendations prepared by the Company. Personal injury claims could arise
contemporaneously with performance of the work or long after completion of the
project as a result of alleged exposure to toxic or hazardous substances. In
addition, increasing numbers of claimants assert that companies performing
environmental remediation should be adjudged strictly liable, i.e., liable for
damages even though its services were performed using reasonable care, on the
grounds that such services involved "abnormally dangerous activities."
Clients frequently attempt to shift various of the liabilities arising out
of remediation of their own environmental problems to contractors through
contractual indemnities. Such provisions seek to require the Company to assume
liabilities for damage or personal injury to third parties and property and for
environmental fines and penalties. The Company has endeavored to protect itself
from potential liabilities resulting from pollution or environmental damage by
obtaining indemnification from its private-sector clients and intends to
continue this practice in the future. Under most of these contracts, the Company
has been successful in obtaining such indemnification; however, such
indemnification generally is not available if such liabilities arise as a result
of breaches by the Company of specified standards of care or if the indemnifying
party has insufficient assets to cover the liability. In 1994 the Company
formed a new subsidiary, ICF Kaiser Remediation Company, through which the
Company intends to increase its remediation activities performed for public- and
private-sector clients. The Company will continue its efforts to minimize the
risks and potential liability associated with its remediation activities by
performing all remediation contracts in a professional manner and by carefully
reviewing any and all remediation contracts it signs in an effort to ensure that
its environmental clients accept responsibility for their own environmental
problems.
For EPA contracts involving field services in connection with Superfund
response actions, the Company is eligible for indemnification under Section 119
of CERCLA for pollution and environmental damage liability resulting from
release or threatened release of hazardous substances. Some of the Company's
clients (including private clients, DOE, and DOD) are Potentially Responsible
Parties (PRPs) under CERCLA. Under the Company's contracts with these PRPs, the
Company has the right to seek contribution from these PRPs for liability imposed
on the Company in connection with its work at these clients' CERCLA sites and
generally qualifies for the limitations on liabilities under CERCLA Section
119(a). In addition, in connection with contracts involving field services at
10 of DOE's weapons facilities, including the DOE's Hanford site, the Company is
indemnified under the Price-Anderson Act, as amended, against liability claims
arising out of contractual activities involving a nuclear incident. Recently,
EPA has constricted significantly the circumstances under which it will
indemnify its contractors against liabilities incurred in connection with CERCLA
projects. There are other proposals both in Congress and at the regulatory
agencies to further restrict indemnification of contractors from third-party
claims.
As discussed above, Kaiser-Hill signed a Performance Based Integrating
Management contract with the DOE. The terms of that contract provide that
Kaiser-Hill shall not be held responsible for, and DOE shall pay all costs
associated with, any liability (including without limitation, a claim involving
strict or absolute liability and any civil fine or penalty, expense, or
remediation cost, but limited to those of a civil nature), which may be incurred
by, imposed on, or asserted against Kaiser-Hill arising out of any act or
failure to act, condition, or exposure which occurred before Kaiser-Hill assumed
responsibility on July 1, 1995 ("pre-existing conditions"). To the extent the
acts or omissions of Kaiser-Hill constitute willful misconduct, lack of good
faith, or failure to exercise prudent business judgment on the part of Kaiser-
Hill's managerial personnel and cause or add to any liability, expense, or
remediation cost resulting from pre-existing conditions, Kaiser-Hill shall be
responsible, but only for the incremental liability, expense, or remediation
caused by Kaiser-Hill.
The Kaiser-Hill contract further provides that Kaiser-Hill shall be
reimbursed for the reasonable cost of bonds and insurance allocable to the Rocky
Flats contract and for liabilities (and expenses incidental to such liabilities,
including litigation costs) to third parties not compensated by insurance or
otherwise. The exception to this reimbursement provision applies to liabilities
caused by the willful misconduct or lack of good faith of Kaiser-Hill's
managerial personnel or the failure to exercise prudent business judgment by
Kaiser-Hill's managerial personnel.
In connection with its services to its environmental, infrastructure, and
industrial clients, the Company works closely with Federal and state government
environmental compliance agencies, and occasionally contests the conclusions
those agencies reach regarding the Company's compliance with permits and related
regulations. To date, the Company never has paid a fine in a material amount or
had liability imposed on it for pollution or environmental damage in connection
with its services. However, there can be no assurance that the Company will not
have substantial liability imposed on it for any such damage in the future.
- --------------------------------------------------------------------------------
ICF Kaiser International, Inc. Report on Form 10-K
for the ten months ended December 31, 1995. Page 10
Insurance
The Company has a comprehensive risk management and insurance program that
provides a structured approach to protecting the Company. Included in this
program are coverages for general, automobile, pollution impairment, and
professional liability; for workers' compensation; and for employers and
property liability. The Company believes that the insurance it maintains,
including self-insurance, is in such amounts and protects against such risks as
is customarily maintained by similar businesses operating in comparable markets.
At this time, the Company expects to continue to be able to obtain general,
automobile, and professional liability; workers' compensation; and employers and
property insurance in amounts generally available to firms in its industry.
There can be no assurance that this situation will continue, and if insurance of
these types is not available, it could have a material adverse effect on the
Company.
Consistent with industry experience and trends, the Company has found it
difficult to obtain pollution insurance coverage, in amounts and on terms that
are economically reasonable, against possible liabilities that may be incurred
in connection with its conduct of its environmental business. An uninsured claim
arising out of the Company's environmental activities, if successful and of
sufficient magnitude, could have a material adverse effect on the Company.
Regulation of the Company's Business
The Company is subject to general Federal regulation with respect to its
contracting activities with the Federal government. For example, the Company has
a substantial number of cost-reimbursement contracts with the U.S. government,
the costs of which are subject to audit by the U.S. government. As a result of
such audits, the Federal government asserts, from time to time, that certain
costs claimed as reimbursable under government contracts either were not
allowable or not allocated in accordance with Federal procurement regulations.
Management believes that the potential effect of disallowed costs, if any, for
the periods currently under audit and for periods not yet audited has been
provided for adequately and will not have a material adverse effect on the
Company's financial position, operations, or cash flows.
The Company may from time to time, either individually or in conjunction
with other government contractors operating in similar types of businesses, be
involved in U.S. government investigations for alleged violations of procurement
or other Federal laws and regulations. The Company currently is the subject of
a number of U.S. government investigations and is cooperating with the
responsible government agencies involved. No charges presently are known to
have been filed against the Company by these agencies. Management does not
believe that there will be any material adverse effect on the Company's
financial position, operations, or cash flows as a result of these
investigations.
Federal agencies that are the Company's regular customers (including DOE,
EPA, and DOD) have formal policies against awarding contracts that would present
actual or potential conflicts of interest with other activities of the
contractor. Because the Company provides a broad range of services in
environmental and related fields for the Federal government, state governments,
and private customers, there can be no assurance that government conflict-of-
interest policies will not restrict the Company's ability to pursue business in
the future.
Because some of the Company's subsidiaries provide the Federal government
with nuclear energy and defense-related services, these subsidiaries and a
substantial number of their employees are required to have and maintain security
clearances from the Federal government. These subsidiaries and their employees
have been able to obtain these security clearances in the past, and the Company
has no reason to believe that there would be any problems in this area in the
future. However, there can be no assurance that the required security clearances
will be obtained and maintained in the future. Because of its nuclear energy and
defense-related services, the Company is subject to foreign ownership, control,
and influence (FOCI) regulations imposed by the Federal government and designed
to prevent the release of classified information to contractors who are under
foreign control or influence. Under these regulations, FOCI concerns may arise
as a result of a variety of factors, including foreign ownership of substantial
percentages of the Company's equity securities or debt, a high percentage of
foreign revenue, and the number of directors and officers who are not U.S.
citizens. Subsidiaries of the Company with facility security clearances or
sensitive contracts file reports with the DOE and DOD with respect to events and
changes that affect the potential for FOCI. The Company has implemented
procedures designed to insulate such subsidiaries from any FOCI that might
affect the Company.
- --------------------------------------------------------------------------------
ICF Kaiser International, Inc. Report on Form 10-K
for the ten months ended December 31, 1995. Page 11
There can be no assurance that such measures will prevent FOCI policies from
affecting the ability of the Company's subsidiaries to secure and maintain
certain types of DOE and DOD contracts.
Employees
As of March 1, 1996, ICF Kaiser employed approximately 7,500 persons, and
the Company believes that its relations with its employees are good.
Approximately one-half of the 2,300 employees at the Company's ICF Kaiser
Hanford Company subsidiary are represented by unions, including unions under the
Hanford Atomic Metals Trades Council (HAMTC), National Building and Construction
Trades (BCT), and the Office and Professional Employees International Union
(OPEIU). Collective bargaining agreements are in place with the HAMTC, the BCT,
the OPEIU, NDT/QC Inspectors, and Escorts/International Guards Units. Of the
7,500 employees, approximately 2,400 persons are employed at Kaiser-Hill in
Colorado, of which approximately 1,400 are represented by the United
Steelworkers of America, Local 8031.
Item 2. Properties
All of the Company's operations are conducted either in leased facilities
or in facilities provided by the Federal government or other clients. As of
December 31, 1995, the Company leased an aggregate of approximately one million
square feet of space. The terms of these leases range from month-to-month to 15
years, and some may be renewed for additional periods. Some of the space leased
by the Company has been subleased to other entities under subleases expiring
from 1996 to 2000.
The Company's headquarters is located at 9300 Lee Highway, Fairfax,
Virginia 22031-1207, and its telephone number is (703) 934-3600. The Company's
regional headquarters and other offices are listed on page 2 of this Report.
Because the Company's operations generally do not require the maintenance of
unique facilities, suitable office space is readily available for lease in most
of the areas served. The Company believes that adequate space to conduct its
operations will be available for the foreseeable future. In 1987, the Company
entered into a 15-year lease agreement for its headquarters building in Fairfax,
Virginia, containing approximately 200,000 square feet of office space. In 1988,
the Company signed a 15-year lease agreement to occupy approximately 100,000
square feet of office space in a new building adjacent to the Virginia
headquarters building. In connection with the acquisition of ICF Kaiser
Engineers in 1988, ICF Kaiser acquired the lease for ICF Kaiser Engineers'
offices in Oakland, California. The lease provides for approximately 142,000
square feet of office space and expires in June 2000. In February 1996, the
Company announced that it would re-locate its regional headquarters in
Pittsburgh to a new address in Pittsburgh in the second half of 1996 under a
lease for 75,000 square feet of office space. The new address will be Gateway
View Plaza, 1600 West Carson Street, Pittsburgh, PA 15220. The telephone
number will remain the same. The leases for the Company's regional headquarters
in Jacksonville, FL, and Houston, TX, expire in 1996 and 1998, respectively.
Item 3. Legal Proceedings
The Company and its subsidiaries are involved in a number of lawsuits and
government regulatory proceedings arising in the ordinary course of its business
or arising in connection with the disposition or acquisition of certain
businesses and investments. The Company believes that any ultimate liability
resulting therefrom will not have a material adverse effect on its financial
position, operations, or cash flows.
The Company may from time to time, either individually or in conjunction
with other government contractors operating in similar types of businesses, be
involved in U.S. government investigations for alleged violations of procurement
or other Federal laws and regulations. The Company currently is the subject of a
number of U.S. government investigations and is cooperating with the responsible
government agencies involved. No charges presently are known to have been filed
against the Company by these agencies. Management does not believe there will
be any material adverse effect on the Company's financial position, operations,
or cash flows as a result of these investigations.
- --------------------------------------------------------------------------------
ICF Kaiser International, Inc. Report on Form 10-K
for the ten months ended December 31, 1995. Page 12
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 10. Executive Officers of the Registrant
The names of the Company's executive officers and their ages (as of March
6, 1996), principal corporate positions, and business experience are set forth
below.
George F. Brown, Jr., 49, has been an Executive Vice President of the
Company and President of the Company's Consulting Group since 1994. From 1979
to 1994, Dr. Brown had worked with DRI/McGraw-Hill, a consulting services firm.
As executive vice president, a position he held with that company since 1985,
Dr. Brown had general management responsibilities for strategy and operations
worldwide. Before that, he served as group vice president, Government and
Health Markets, with overall responsibility for sales, consulting, and products
for government and healthcare industry clients. Dr. Brown graduated from
Carnegie-Mellon University (B.S., M.S., Ph.D.).
Kenneth L. Campbell, 39, has been a Senior Vice President since 1992 and
the Treasurer of the Company since 1994. He has held a number of senior
management positions with the Company since 1988. From May 1993 to his recent
appointment as Treasurer, Mr. Campbell was responsible for the project finance
and acquisition activities of the Company. Mr. Campbell first worked for the
Company in the early 1980's in a variety of economic consulting positions,
rejoining the Company in 1988 to assist with the acquisition of ICF Kaiser
Engineers. Mr. Campbell graduated from Wesleyan University (B.A.) and the
University of Pennsylvania, Wharton Graduate School of Finance (M.B.A.).
James O. Edwards, 52, has been Chairman of the Board and Chief Executive
Officer of ICF Kaiser International, Inc. since 1987. He also was President of
ICF Kaiser International, Inc. from 1987 to 1990. In 1974, he joined ICF
Incorporated, the predecessor of ICF Kaiser International, Inc. and was its
Chairman and Chief Executive Officer from 1986 until the 1987 establishment of
ICF Kaiser International, Inc. Mr. Edwards graduated from Northwestern
University (B.S.I.E.) and Harvard University (M.B.A., High Distinction, George
F. Baker Scholar).
Michael K. Goldman, 43, has been an Executive Vice President since 1990 and
the Chief Administrative Officer of the Company since 1995. He has held senior
management positions in several of the Company's operating subsidiaries since
1980. Prior to joining the Company, Mr. Goldman was in the private practice of
law. Mr. Goldman graduated from Harvard University (B.A., M.B.A. High
Distinction, George F. Baker Scholar) and the University of California at
Berkeley (J.D.).
Stephen W. Kahane, 45, has been an Executive Vice President of the Company
since 1993 and President of the Company's Federal Programs Group since its
creation in 1995. He has held senior management positions in several of the
Company's operating subsidiaries since 1985. From 1981 to 1985, Dr. Kahane held
a number of management positions at Jacobs Engineering Group, Inc.; he headed
Environmental and Hazardous Waste Programs and was a Vice President when he left
that firm. Dr. Kahane graduated from the University of California (B.A.,
M.S.P.H., D.Env.).
Richard K. Nason, 54, has been an Executive Vice President and the Chief
Financial Officer of the Company since December 1994; he had been a Senior Vice
President and the Treasurer of the Company from April to December 1994. He
joined the Company as Senior Vice President - Internal Audit in June 1993. From
1991 to 1993, Mr. Nason was Executive Vice President and Chief Financial Officer
for The Artery Organization, Inc., a private real estate development and
management company in Bethesda, Maryland. From 1988 to 1991, Mr. Nason was
Senior Vice President for Finance and Planning for Griffin Homes, a real estate
development and home building company in California. Mr. Nason was Senior Vice
President of Marriott Corporation and its subsidiary Host International, Inc.
from 1977 to 1988. Mr. Nason has been a director of ICF Kaiser International,
Inc. since June 1995. Mr. Nason graduated cum laude from Washington and
Jefferson College (B.A.) and the Wharton Graduate School of Finance and
Commerce, University of Pennsylvania (M.B.A.). He also attended the Executive
Program at The Darden School, University of Virginia.
- --------------------------------------------------------------------------------
ICF Kaiser International, Inc. Report on Form 10-K
for the ten months ended December 31, 1995. Page 13
Alvin S. Rapp, 55, has been an Executive Vice President and President of
the Company's ICF Kaiser Engineers Group since November 1993. Prior to joining
the Company, he was a regional group vice president of Jacobs Engineering Group,
Inc., an engineering services firm, having joined Jacobs in 1981 as manager of
engineering in that company's Baton Rouge, Louisiana office. Prior to joining
Jacobs, Mr. Rapp held a variety of management positions with Ciba-Geigy
Corporation, U.S.S. Agri-Chemicals, and E.I. du Pont de Nemours & Company, Inc.
Mr. Rapp graduated from Christian Brothers College (B.S.E.E.), Memphis,
Tennessee.
Marcy A. Romm, 37, has been Senior Vice President and Director of Human
Resources of the Company since 1993. She has held Human Resources positions at
ICF Kaiser since 1984. Ms. Romm graduated from George Washington University
(B.A., M.B.A.).
Marc Tipermas, 48, has been Executive Vice President and Director of
Corporate Development for ICF Kaiser International, Inc. since 1993. He has
held senior management positions in several of ICF Kaiser's operating
subsidiaries since joining the Company in 1981. From 1977 to 1981, Dr. Tipermas
was employed by the U.S. Environmental Protection Agency where he was the
Director of the Superfund Policy and Program Management Office from 1980 to
1981. Prior to joining EPA, he was Assistant Professor of Political Science at
the State University of New York at Buffalo from 1975 to 1977. Dr. Tipermas has
been a director of ICF Kaiser International, Inc. since 1993. Dr. Tipermas
graduated from the Massachusetts Institute of Technology (S.B.) and Harvard
University (A.M., Ph.D.).
David Watson, 52, has been an Executive Vice President and President of the
Company's International Operations Group since December 1995. From 1989 to
November 1995, he was with Day & Zimmerman International, Inc., an engineering
and construction firm. From 1989 to 1993 he was President of that firm's
Advanced Dzign Systems; in 1993 he led that firm's venture into the
international marketplace by taking the position of President of D&Z
International, an off-shore international unit, where he established a strategy
to pursue engineering and construction work in China and Russia. Prior to
joining Day & Zimmerman, Mr. Watson was with Stearns Catalytic, Inc. and Burmah
Oil Company. Mr. Watson graduated from Loughborough University of Technology,
Loughborough, Leicestershire, England (B. Tech).
Paul Weeks, II, 52, has been Senior Vice President, General Counsel, and
Secretary of ICF Kaiser International, Inc. since 1990. He joined ICF
Incorporated in May 1987 as its Vice President, General Counsel, and Secretary.
From 1973 to 1987 he was employed by Communications Satellite Corporation, where
from 1983 to 1987 he was Assistant General Counsel for Corporate Matters. Mr.
Weeks graduated from Princeton University (B.S.E.E.) and The National Law Center
of George Washington University (J.D.).
- --------------------------------------------------------------------------------
ICF Kaiser International, Inc. Report on Form 10-K
for the ten months ended December 31, 1995. Page 14
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Since September 14, 1993, the Common Stock has been traded on the New York
Stock Exchange (NYSE) under the symbol "ICF". Prior to that date, the Common
Stock was traded on the NASDAQ National Market System. At March 6, 1995, the
Company's record date for its 1996 Annual Meeting of Shareholders, there were
1,353 shareholders of record; the Company believes that there are approximately
4,850 beneficial owners of Common Stock.
On March 18, 1996, the closing price of the Common Stock as reported by the
NYSE was $3.00. The following table sets forth, for the periods indicated, the
high and low bid information for the Common Stock as reported on the NASDAQ
National Market System and the high and low sales prices on the NYSE:
Common Stock Price
High Low
Fiscal Year Ended February 28, 1994
First Quarter............................... $6.875 $ 4.75
Second Quarter 5.50 3.75
Third Quarter (September 1 - September 13).. 4.875 4.375
Third Quarter (September 14 - November 30).. 5.375 4.00
Fourth Quarter.............................. 5.00 3.625
Fiscal Year Ended February 28, 1995
First Quarter............................... $3.875 $ 2.25
Second Quarter.............................. 2.625 2.00
Third Quarter............................... 4.125 2.375
Fourth Quarter.............................. 4.375 2.625
March 1 to December 31, 1995
First Quarter............................... $5.00 $ 3.75
Second Quarter.............................. 4.625 3.75
Third Quarter............................... 4.75 3.25
December.................................... 4.25 3.125
The Company's Transfer Agent and Registrar is First Chicago Trust Company
of New York, Mail Suite 4692, P.O. Box 2534, Jersey City, NJ 07303-2534. The
Shareholder Relations telephone number is (201) 324-0498.
The Company has never paid cash dividends on its Common Stock. The Board of
Directors anticipates that no cash dividends will be paid on its Common Stock
for the foreseeable future and that the Company's earnings will be retained for
use in the business.
The Board of Directors determines the Company's Common Stock dividend
policy based on the Company's results of operations, payment of dividends on
preferred stock, financial condition, capital requirements, and other
circumstances. The Company's debt agreements allow dividends to be paid on its
capital stock provided that the Company complies with certain limitations
imposed by the terms of such agreements. See Notes F and I to the Consolidated
Financial Statements.
- --------------------------------------------------------------------------------
ICF Kaiser International, Inc. Report on Form 10-K
for the ten months ended December 31, 1995. Page 15
Item 6. Selected Financial Data
The selected consolidated financial data of the Company for the ten months
ended December 31, 1995, and each year in the four-year period ended February
28, 1995, have been derived from the Company's audited consolidated financial
statements. This information should be read in conjunction with the
Consolidated Financial Statements and the related notes thereto appearing
elsewhere in this Report and "Management's Discussion and Analysis of Financial
Condition and Results of Operations." Certain reclassifications have been made
to the prior period financial statements to conform to the presentation used in
the December 31, 1995, financial statements.
SELECTED CONSOLIDATED FINANCIAL DATA
(in thousands, except per share data)
Ten Months Year Ended February 28,
Ended ----------------------------------------------------
December 31, 1995 1995 1994/(1)/ 1993 1992/(2)/
----------------- ---- ---- ---- ----
Statement of Operations Data:
Gross revenue......................................... $916,744 $861,518 $651,657 $678,882 $710,873
Service revenue /(3)/................................. 425,896 459,786 382,708 391,528 385,942
Operating income (loss)............................... 17,505 13,688 (5,230) 22,744 (43,963)
Income (loss) before income taxes, minority interests,
and extraordinary item............................... 6,303 1,239 (12,877) 14,894 (54,310)
Income (loss) before minority interests and
extraordinary item................................... 4,212 (1,661) (12,528) 8,639 (40,516)
Net income (loss) before extraordinary item........... 2,252 (1,661) (12,528) 8,639 (40,516)
Net income (loss) /(2)/............................... 2,252 (1,661) (18,497) 8,639 (40,516)
Net income (loss) available for common shareholders... 449 (3,815) (25,322) 3,346 (42,932)
Primary and Fully Diluted Net Income (Loss)
Per Common Share:
Before extraordinary item............................ $0.02 $(0.18) $(0.92) $0.16 $(2.25)
Extraordinary loss on early extinguishment of debt... --- --- (0.29) --- ---
-------- -------- -------- -------- --------
Total.......................................... $0.02 $(0.18) $(1.21) $0.16 $(2.25)
======== ======== ======== ======== ========
Weighted average common and common equivalent
shares outstanding, assuming full dilution............ 21,517 20,957 20,886 21,272 19,085
Balance Sheet Data (end of period):
Total assets.......................................... $369,517 $281,422 $281,198 $293,076 $318,947
Working capital....................................... 84,589 91,640 87,648 85,861 65,623
Long-term liabilities................................. 125,818 133,130 130,752 75,602 85,675
Redeemable preferred stock............................ 19,787 19,617 20,212 44,824 45,161
Shareholders' equity.................................. 28,427 27,624 30,780 58,521 51,151
__________________
(1) In fiscal year 1994, the Company adopted Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other than Pensions."
(2) Fiscal year 1992 reflects an after-tax charge of $52.4 million associated
with the disposal and restructuring of certain businesses.
(3) Service revenue is derived by deducting the costs of subcontracted
services and direct project costs from gross revenue and adding the
Company's share of the equity in income of unconsolidated joint ventures
and affiliated companies.
- --------------------------------------------------------------------------------
ICF Kaiser International, Inc. Report on Form 10-K
for the ten months ended December 31, 1995. Page 16
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
OVERVIEW
ICF Kaiser is one of the nation's largest engineering, construction,
program management, and consulting services companies, providing fully
integrated capabilities to clients in four related market areas: environment,
infrastructure, industry, and energy. The Company provides services to domestic
and foreign clients in both the private and public sectors.
Change in Fiscal Year
The Company changed from a fiscal year ending February 28 to a fiscal year
ending December 31, effective December 31, 1995. As a result, the accompanying
financial statements include consolidated operations for the ten months ended
December 31, 1995 and for the years ended February 28, 1995 and 1994. See Note
S to the consolidated financial statements for unaudited comparative operating
results for the ten months ended December 31, 1994.
Financial Review
ICF Kaiser's operating income of $17.5 million for the ten months ended
December 31, 1995 was a $4.6 million increase from the $12.9 million recorded
for the ten months ended December 31, 1994. The increase in operating income
(before minority interests) primarily resulted from a $5.7 million improvement
in engineering and construction operations and $5.3 million in earnings from the
Performance Based Integrating Management Contract at the U.S. Department of
Energy's (DOE) Rocky Flats Environmental Technology Site in Colorado (Rocky
Flats). The improvement in engineering and construction operations was
partially due to a major transit project in the Philippines, operating revenue
of which had been previously deferred. Other improvements in engineering and
construction operations were due to substantial growth in the group's industrial
sector and a reduction in the group's overhead. The Rocky Flats contract was
awarded in April 1995 to Kaiser-Hill Company, LLC (Kaiser-Hill), a limited
liability company owned equally by ICF Kaiser and CH2M Hill Companies, Ltd.
(CH2M Hill).
An additional $3.0 million increase in operating income resulted from the
Company's operations at DOE's Hanford, Washington site (Hanford). The 1995
results reflect higher award fees earned.
A $4.9 million decline in the Company's operating income from other
environmental work (excluding the Rocky Flats and Hanford contracts) partially
offset the improvements in operating income discussed above between the ten-
month periods ended December 31, 1995 and 1994. This decrease in other
environmental operations was primarily due to a decline in operating income from
private-sector environmental work, increases in bidding and proposal efforts
required by large scale U.S. Department of Defense (DOD) and DOE contracts, and
temporary delays in Federal environmental projects due to Federal government
budgetary uncertainties.
The Company's consulting operations also experienced a decline in operating
revenues between the ten-month periods ended December 31, 1995 and 1994,
resulting in a $0.9 million decrease in operating income for this group. The
decrease was caused by a delay in task-order assignments under new contract
awards and a significant increase in levels of business development activity.
The Federal government's fiscal 1996 budget was not finalized during the ten
months ended December 31, 1995, which led to the Federal government operating
under a continuing resolution (including two no-work furlough periods) since
October 1, 1995. While under this resolution, the assignment of work under
task-order contracts has been delayed.
A significant company-wide increase in marketing efforts further negatively
impacted operating results for the ten months ended December 31, 1995 as
compared to the ten months ended December 31, 1994. These efforts were in
addition to the marketing activities discussed above within the environmental
and consulting operations. Management believes that ICF Kaiser's increased
efforts in its business development activities should result in additional
contract awards in both the public and private sectors of its business.
- --------------------------------------------------------------------------------
ICF Kaiser International, Inc. Report on Form 10-K
for the ten months ended December 31, 1995. Page 17
Outlook
The Company's contract backlog increased significantly to $4.4 billion at
December 31, 1995 compared to $1.4 billion at February 28, 1995. The increase in
backlog primarily resulted from the April 1995 award of the Rocky Flats
contract, which added $3.0 billion to contract backlog. The fee structure for
this five-year contract provides for a mixture of base and incentive fees earned
through the achievement of cost reductions, attainment of certain milestones,
and accomplishment of other goals. In August 1995, ICF Kaiser signed a contract
estimated at $330 million to perform environmental restoration work at Federal
installations for the U.S. Army Corps of Engineers (USACE), Baltimore District.
This Total Environmental Restoration Contract (TERC) is for four years with two,
three-year options. The contract is a cost reimbursement delivery order
contract, and the fee structure includes a combination of cost plus fixed fee,
award fee, and incentive fees. In August 1995, ICF Kaiser also signed a five-
year contract estimated at $50 million to provide environmental services to
USACE, Savannah District.
The Company, through its subsidiary, ICF Kaiser Hanford Company, is
currently teaming with five other nationally known firms in bidding on DOE's new
management and integration contract at Hanford. The response to DOE's request
for proposals is due in March 1996. DOE has indicated that it would like the
new contract to be in place in October 1996. The Company's existing contract to
perform services at Hanford terminates in March 1997. It is expected that two
other teams also will bid on the new contract; one of those teams already has
been announced and includes Westinghouse Hanford Company (the incumbent
management and operations contractor at the site). If the Company is
unsuccessful in its bidding efforts on the new Hanford contract, the impact on
ICF Kaiser's operating income after 1996 could be significant.
With the award of the Rocky Flats contract and the Company's continued work
at Hanford, ICF Kaiser is now actively participating in two of DOE's major
environmental cleanup efforts and at seven of DOE's other 18 former weapons
facilities. ICF Kaiser recently expanded its environmental cleanup contract
base with DOD with the award of the USACE Baltimore TERC and USACE Savannah
contracts discussed above. The Company expects that the experience and
reputation it earns under these contracts will continue to enhance its position
as a major participant in the field of environmental cleanup and large program
management.
The Company plans to continue its increased level of business development
activity in the consulting group and expects that such activity will result in
expanded public and private sector consulting services. In October 1995, the
Company was awarded a consulting contract worth up to $111 million to support
the marketing and communication efforts of the U.S. Environmental Protection
Agency's Energy Star programs. The contract is for one year, with four
additional one-year options.
Other major current business initiatives include significant efforts to
enhance the Company's management information systems and increase international
marketing. Also, in its efforts to enhance profitability, the Company expects
to realign several of its offices and terminate more than 100 employees by
December 31, 1996 (see "Unusual Items under Results of Operations"). ICF Kaiser
believes these endeavors, combined with other ongoing efforts described above,
should positively impact the Company's future performance.
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ICF Kaiser International, Inc. Report on Form 10-K
for the ten months ended December 31, 1995. Page 18
RESULTS OF OPERATIONS
The following table summarizes key elements in the Consolidated Statements
of Operations for the ten months ended December 31, 1995 and December 31, 1994
(unaudited), and the years ended February 28, 1995 and 1994 (dollars in
millions).
Ten Months Ended Year Ended
December 31, February 28,
----------------- -----------------
1995 1994 1995 1994
---- ---- ---- ----
Gross revenue $916.7 $732.4 $861.5 $651.7
Service revenue $425.9 $392.0 $459.8 $382.7
Service revenue as a percentage of gross revenue 46.5% 53.5% 53.4% 58.7%
Operating expenses as a percentage of service revenue:
Direct cost of services and overhead 84.5% 86.0% 85.5% 84.6%
Administrative and general 9.5% 8.7% 9.5% 12.0%
Depreciation and amortization 2.0% 2.0% 2.0% 2.5%
Unusual items, net (0.1)% -- -- 2.3%
Operating income (loss) as a percentage
of service revenue 4.1% 3.3% 3.0% (1.4)%
Gross revenue represents services provided to customers with whom the
Company has a primary contractual relationship. Included in gross revenue are
costs of services subcontracted to third parties and other reimbursable direct
project costs, such as materials procured by the Company on behalf of its
customers.
Service revenue is derived by deducting the costs of subcontracted services
and direct project costs from gross revenue and adding the Company's share of
the income of unconsolidated joint ventures and affiliated companies. ICF
Kaiser believes that it is appropriate to analyze operating margins and other
ratios in relation to service revenue because such revenue and ratios reflect
the work performed directly by the Company.
Operating profits (fees) generated by the Hanford and Rocky Flats contracts
are based on performance and not revenue. A change in revenue between periods
is likely to be disproportionate to the change in the fees. Consequently,
changes in revenue may have an exaggerated impact on the Company's margins as
measured on a percentage basis. In addition, because Kaiser-Hill is a
consolidated subsidiary of ICF Kaiser, the operating income includes the portion
of income generated under the Rocky Flats contract attributable to CH2M Hill.
CH2M Hill's interest in Kaiser-Hill is reflected as a minority interest in ICF
Kaiser's financial statements (see Note B to the consolidated financial
statements).
Ten Months Ended December 31, 1995 Versus Ten Months Ended December 31, 1994
Revenue
Gross revenue for the ten months ended December 31, 1995 increased $184.3
million, or 25.2%, to $916.7 million. The increase in gross revenue was
attributable to the commencement of work under the Kaiser-Hill contract which
generated $277.7 million in gross revenue during the current year. The increase
was partially offset by a $98.6 million reduction in gross revenue under the
Hanford contract due to Federal budget reductions at the Hanford site. This
reduced level of Hanford activity is expected to continue and may be reduced
further during the contract period; however, a reduction in the Hanford budget
is not currently expected to have a significant impact on operating income due
to the nature of the fee structure under this particular DOE contract.
Service revenue increased by $33.9 million for the ten-month period ended
December 31, 1995 as compared to the ten months ended December 31, 1994. The
increase was due primarily to $91.2 million of service revenue
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ICF Kaiser International, Inc. Report on Form 10-K
for the ten months ended December 31, 1995. Page 19
generated under the Rocky Flats contract, offset by a $57.8 million decrease in
service revenue under the Hanford contract. Service revenue as a percentage of
gross revenue decreased to 46.5% for the ten months ended December 31, 1995 from
53.5% for the ten months ended December 31, 1994 as a result of the nature of
the Rocky Flats contract. A significant portion of the gross revenue derived
from the Rocky Flats contract includes the costs of services subcontracted to
third parties.
Operating Expenses
Direct cost of services and overhead increased $22.8 million between the
ten-month periods ended December 31, 1995 and 1994. Costs on the new Rocky
Flats contract ($85.3 million) were offset by a $60.9 million reduction in the
Hanford contract costs (attributable to the Federal budget reductions discussed
above). The remainder of the Company's direct cost of services and overhead as
a percentage of service revenue for the ten months ended December 31, 1995 was
comparable to the same period in the prior year.
Administrative and general expenses increased $6.4 million, or 18.5%,
between the ten-month periods ended December 31, 1995 and 1994 and increased
from 8.7% to 9.5% as a percentage of service revenue. The increase in these
costs is primarily attributable to the Company's increased marketing activities,
including filling several key marketing positions and incurring relatively high
levels of marketing expense associated with proposing and bidding large-scale
DOD and DOE contracts.
Interest Expense
ICF Kaiser's average debt outstanding and average effective interest rate
for the ten months ended December 31, 1995 and 1994 were as follows.
Ten Months Ended
-------------------------------------
December 31, 1995 December 31, 1994
----------------- -----------------
Average debt outstanding $123,701,000 $122,674,000
Average effective interest rate 12.9% 12.8%
The average effective interest rate was comparable between the ten-month
periods ended December 31, 1995 and 1994 due to consistent interest rates and
indebtedness outstanding between the ten-month periods. The Company's principal
debt outstanding consists of 12% Senior Subordinated Notes due 2003 (12% Notes)
(see "Liquidity and Capital Resources" for further discussion).
Income Tax Expense
ICF Kaiser's income tax provision was $2.1 million and $3.0 million for
the ten months ended December 31, 1995 and 1994, respectively. Although pretax
income for the ten months ended December 31, 1995 was $3.5 million greater than
pretax income for the comparable period ended December 31, 1994, the Company's
effective tax rate decreased due to a reduction in permanent differences (such
as the nondeductibility of goodwill) as a percentage of pretax income, increased
foreign tax benefits, and minority interest earnings of a consolidated
subsidiary (see Note H to the consolidated financial statements). The ten
months ended December 31, 1994 also included a repatriation of overseas funds to
the United States which could not then be currently offset by foreign tax
credits, resulting in additional income taxes for that period (see "Income Tax
Expense" under "Year Ended February 28, 1995 Versus Year Ended February 28,
1994").
Because of the reported losses for the year ended February 28, 1994, a $3.3
million valuation allowance was established in that year for deferred tax
assets. Although the level of pretax income has increased substantially since
that period (with a corresponding increase in taxable income), the Company has
maintained the valuation allowance as of December 31, 1995. At December 31,
1995, the Company had deferred tax assets of $0.7 million related to net
operating loss carryforwards, of which $0.5 million expire in the next five
years and $0.2 million expire in 2008. Additionally, the Company had deferred
tax assets of $2.1 million related to tax credit carryforwards, the majority of
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ICF Kaiser International, Inc. Report on Form 10-K
for the ten months ended December 31, 1995. Page 20
which expire in 1998 to 2009. Management believes that the Company's expected
levels of pretax earnings, when adjusted for nondeductible expenses such as
goodwill amortization, will generate sufficient future taxable income to realize
the $11.9 million deferred tax asset (net) within the next five years.
Unusual Items
During the ten months ended December 31, 1995, the Company recorded $0.5
million in additional income (net), consisting of the following unusual items:
income in settlement of litigation against the Internal Revenue Service (IRS),
associated with an affiliate of an acquired company, net of an accrual for
related expenses ($6.8 million) (see "Liquidity and Capital Resources"); a
charge to accrue the net settlement cost and legal expenses of other litigation
($4.6 million); a charge to accrue for severance for the termination of 110
employees in the engineering and international groups ($1.0 million); and a
charge to accrue for consolidation of office space ($0.7 million). Management
expects that all actions associated with the termination of employees and office
space consolidation will be completed by December 31, 1996.
Year Ended February 28, 1995 Versus Year Ended February 28, 1994
Revenue
Gross revenue for the year ended February 28, 1995 increased 32.2% to
$861.5 million, while service revenue increased 20.1% to $459.8 million, versus
the year ended February 28, 1994. These increases were attributable to the work
performed at Hanford ($208.8 million of the gross revenue increase and $97.4
million of the service revenue increase). The Hanford revenue increases were
offset partially by a decrease in the Company's engineering and construction
revenue ($14.1 million gross revenue and $10.8 million service revenue).
Service revenue as a percentage of gross revenue decreased to 53.4% for the
year ended February 28, 1995, from 58.7% for the previous year, primarily
because under an October 1993 amendment to the Hanford contract, ICF Kaiser
absorbed tasks utilizing a much higher proportion of subcontractors than Company
personnel.
Operating Expenses
The Company's direct cost of services and overhead was relatively flat as a
percentage of service revenue for the year ended February 28, 1995 versus the
previous year. Excluding Hanford, direct cost of services and overhead
decreased to 76.2% of service revenue for the year ended February 28, 1995 from
79.2% for the year ended February 28, 1994. Administrative and general expense
decreased $2.1 million. The decrease in these costs is attributable primarily
to management cost-cutting initiatives.
A restructuring plan initiated during the year ended February 28, 1994 to
respond to operating losses included downsizing the work force, consolidating
office space, renegotiating significant leases, and restructuring certain
international operations. All actions have been completed, and there is no
further liability outstanding as of December 31, 1995 associated with this plan.
Interest Expense
ICF Kaiser's interest expense net of interest income (net interest) for the
year ended February 28, 1995, increased $6.3 million from the prior year due to
a recapitalization that took place in the fourth quarter of the year ended
February 28, 1994 (also see "Liquidity and Capital Resources"). The increase in
net interest was impacted favorably by $1.3 million in refunds of interest from
the IRS recorded in the third quarter of the year ended February 28, 1995
associated with the Company's tax liabilities and those of an acquired company.
The increase in net interest was offset partially by a reduction in preferred
stock dividends.
Income Tax Expense
ICF Kaiser's income tax provision for the year ended February 28, 1995 was
$2.9 million, even though pretax income was $1.2 million. This is due to
several factors including the deemed dividend from the repatriation of overseas
- --------------------------------------------------------------------------------
ICF Kaiser International, Inc. Report on Form 10-K
for the ten months ended December 31, 1995. Page 21
funds to the United States during the year ended February 28, 1995 that
currently could not be offset by foreign tax credits and permanent differences,
such as the nondeductibility of goodwill amortization. Nondeductible permanent
differences comprised a very high percentage of pretax income. As such, the
traditional percentage relationship between income tax expense and pretax income
was not meaningful.
LIQUIDITY AND CAPITAL RESOURCES
During the ten months ended December 31, 1995, cash and cash equivalents
decreased $11.9 million to $16.4 million. Cash was primarily used in investing
and financing activities for acquisitions and investments in joint ventures and
affiliates ($2.0 million); purchases of fixed assets ($1.8 million); payments of
dividends ($1.5 million); repurchases by the Company's insurance subsidiary of a
portion of the Company's outstanding 12% Notes and related warrants ($1.4
million); and payments of other outstanding debt ($1.2 million). In addition,
$6.1 million was used in operating activities. An interest payment of $7.5
million on the Company's 12% Notes was made in June 1995. An additional $7.5
million interest payment on the 12% Notes was due and paid on January 2, 1996.
An increase in contract receivables, net between February 28, 1995 and
December 31, 1995 was primarily due to $71.9 million in receivables from the
commencement of work by Kaiser-Hill under the Rocky Flats contract. An increase
in accounts payable, accrued expenses, and accrued salaries and employee
benefits was also primarily due to the Rocky Flats contract which had $70.6
million of accounts payable, accrued expenses, and accrued salaries and employee
benefits as of December 31, 1995.
During the year ended February 28, 1995, the U.S. Environmental Protection
Agency approved the Company's revised provisional billing rates for fiscal years
1991 through 1994, thus authorizing the Company to submit invoices on cost-plus
contracts with U.S. government agencies for work performed during these approved
years. The Company has collected in excess of $4 million as of December 31,
1995 on these contracts.
The Company has a $60 million revolving credit facility (the Credit
Facility) provided by a consortium of banks (the Banks). ICF Kaiser
International, Inc. and certain of its subsidiaries, which are guarantors of the
Credit Facility, have granted the Banks a security interest in their accounts
receivable and certain other assets. The Credit Facility limits the payment of
cash dividends, requires the maintenance of specified financial ratios, and has
a $20 million limitation on cash borrowings. Total available credit is
determined from a borrowing base calculation based on accounts receivable. The
Credit Facility was amended in 1995 to modify ratios and certain terms. As of
December 31, 1995, the Company had $5.0 million in borrowings outstanding under
the Credit Facility, in addition to $7.1 million in letters of credit, and the
Company had $23.5 million of available credit under the Credit Facility. As of
February 29, 1996, the Company had $9.0 million of borrowings, excluding letters
of credit, outstanding under its Credit Facility. The Credit Facility contains
Eurodollar and alternate base interest rate alternatives with margins dependent
upon the Company's financial operating results, and expires on October 31, 1996.
Kaiser-Hill has a $50 million receivables purchase facility to support its
working capital requirements under the Rocky Flats contract. The receivables
purchase facility requires Kaiser-Hill to maintain a specified tangible net
worth and contains certain default provisions for delinquent receivables.
Program fees consist of 0.30% per annum of the unused portion of the facility
and 0.45% per annum of the used portion of the facility. The receivables
purchase facility is non-recourse to Kaiser-Hill's owners, ICF Kaiser and CH2M
Hill, and expires on June 30, 1998.
In January 1994, the Company issued $125,000,000 of 12% Notes and 600,000
warrants, each to purchase one share of the Company's common stock at $5.00 per
share. The net proceeds were used, in part, to retire senior subordinated notes
and associated warrants, to repurchase preferred stock, and to repay the
outstanding balance on the Company's then-existing revolving credit facility.
The recapitalization resulted in a $6.0 million extraordinary charge (net of $0
tax benefit) for the early extinguishment of debt and a $1.9 million charge to
net income available for common shareholders to repurchase redeemable preferred
stock. As noted above, in November 1995, the Company's insurance subsidiary
repurchased $1,450,000 of the 12% Notes and related warrants for $1.4 million.
In March 1996, the interest rate on the 12% Notes was increased by one percent
until the Company achieves and maintains a specified level of earnings (see
Notes F and I to the consolidated financial statements). The 12% Notes mature
on December 31, 2003 with semi-annual interest payments.
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ICF Kaiser International, Inc. Report on Form 10-K
for the ten months ended December 31, 1995. Page 22
For the past several years, the Company has had ongoing negotiations,
filings, and litigation with the IRS related to settlement of its tax
liabilities and the liabilities associated with affiliates of acquired
companies. As noted in the "Results of Operations", the cash and income impact
have generally been favorable to the Company. Further, the Company's previous
tax losses and its resultant net operating loss carryforward position, combined
with the effect of tax credit carryovers, should limit Federal income tax
payments required in the near future.
In one recent tax case, the Company prevailed at the trial court level in a
tax refund litigation matter against the IRS. As discussed under "Unusual
Items" under "Results of Operations," the Department of Justice recently agreed
to pay $6.8 million, net of related expenses, to the Company in settlement of
this matter.
Management believes that current projected levels of cash flows and the
availability of financing, including borrowings under the Company's Credit
Facility, will be adequate to fund operations throughout the next twelve months.
The Company's Series 2D Senior Preferred Stock is subject to mandatory
redemption on January 13, 1997 in the amount of $20 million plus accrued
dividends. Because of technical limitations on the payment of dividends
contained in the Indenture governing the Company's 12% Notes, the Company did
not pay the November 30, 1995 and February 29, 1996 accrued dividends in the
aggregate amount of $975,000 until March 1996, following the signing of an
amendment to the Indenture which permitted the payment of all accrued and future
dividends. As consideration for this amendment, the interest rate on the 12%
Notes was increased as discussed above. The Company currently intends to use
cash generated from operations (including cash received from the tax refund
litigation discussed in the immediately preceding paragraph) to redeem a portion
of this preferred stock on or before the redemption date. To redeem the balance
of the preferred stock, the Company expects to use funds generated from
alternative financing sources. The Company is currently negotiating for
replacement or extension of the current Credit Facility and the possible
issuance of new equity. Management received a commitment for a replacement of
the Company's existing Credit Facility in March 1996 with terms and covenants
similar to the existing Credit Facility.
IMPACT OF NEW ACCOUNTING STANDARDS
The Financial Accounting Standards Board (FASB) recently issued Statement
of Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," effective for
financial statements for fiscal years beginning after December 15, 1995. It is
the Company's current policy to evaluate all long-lived assets on a periodic
basis for asset impairment. Therefore, upon formal adoption of this statement
in 1996, management does not expect that there will be a material adverse
effect on the Company's financial position or operations.
The FASB also recently issued Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation" (SFAS No. 123), which
encourages companies to adopt a fair value method of accounting for employee
stock options and similar equity instruments. The fair value method requires
compensation cost to be measured at the grant date based on the value of the
award and is recognized over the service period. Alternatively, SFAS No. 123
requires the provision of pro forma disclosures of net income and earnings per
share as if the fair value method had been adopted when the fair value method is
not reflected in the financial statements. The Company has not yet determined
whether it will adopt a fair value method of accounting for stock-based
compensation or provide pro forma disclosures. The impact of the adoption of
this statement on the financial statements cannot be reasonably estimated at
this time. The requirements of SFAS No. 123 are effective for financial
statements for fiscal years beginning after December 15, 1995.
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ICF Kaiser International, Inc. Report on Form 10-K
for the ten months ended December 31, 1995. Page 23
Item 8. Financial Statements and Supplementary Data
The Financial Statements and Supplementary Data appear on pages F-1 through
F-25 and S-1 hereto.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
None
PART III
Item 10. Directors and Executive Officers of the Registrant
Information regarding the directors of the Registrant is included
under the caption "Election of Directors" in the Company's Proxy Statement for
the 1996 Annual Meeting of Shareholders (the "Proxy Statement) and is
incorporated herein by reference. Information regarding executive officers of
the Registrant is included under a separate caption in Part I hereof.
Information regarding compliance with Section 16(a) of the Exchange Act is
included under the caption "Compliance with Section 16(a) of the Securities
Exchange Act" in the Company's Proxy Statement and is incorporated herein by
reference.
Item 11. Executive Compensation
Information regarding this item is included under the caption
"Executive Compensation" in the Company's Proxy Statement and is incorporated
herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information regarding this item is included under the caption "Voting
Securities of the Company and Certain Shareholdings" in the Company's Proxy
Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
Information regarding this item is included under the captions
"Compensation Committee Interlocks and Insider Participation," "Certain
Transactions with Certain Directors," "Agreements and Transactions with
Executive Officers Named in the Summary Compensation Table," and "Agreements and
Transactions with Other Executive Officers" in the Company's Proxy Statement and
is incorporated herein by reference.
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ICF Kaiser International, Inc. Report on Form 10-K
for the ten months ended December 31, 1995. Page 24
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Documents filed as part of this Report
Page
1. Consolidated Financial Statements of ICF Kaiser International, Inc. and Subsidiaries
a. Report of Independent Accountants............................................................ F-1
b. Consolidated Balance Sheets as of December 31, 1995, and February 28, 1995................... F-2
c. Consolidated Statements of Operations for the ten months ended December 31, 1995, and for
the years ended February 28, 1995 and February 28, 1994...................................... F-3
d. Consolidated Statements of Shareholders' Equity for the ten months ended December 31, 1995,
and for the years ended February 28, 1995 and February 28, 1994.............................. F-4
e. Consolidated Statements of Cash Flows for the ten months ended December 31, 1995, and
for the years ended February 28, 1995 and February 28, 1994.................................. F-5
f. Notes to Consolidated Financial Statements................................................... F-6
2. Supplemental Schedule Relating to the Consolidated Financial Statements of ICF Kaiser
International, Inc. and Subsidiaries for the ten months ended December 31, 1995, and for each
of the two years in the period ended February 28, 1995
a. Schedule II: Valuation and qualifying accounts............................................... S-1
All Schedules except the one listed above have been omitted because they
are not applicable or not required or because the required information is
included elsewhere in the financial statements in this filing.
3. Exhibits (listed according to the number assigned in the table in Item 601 of Regulation S-K).
(b) Exhibits
Exhibit No. 3 -- Articles of Incorporation and By-laws
3(a) Certificate of Incorporation of ICF Kaiser International, Inc.
(restated through June 26, 1993) (Incorporated by reference to Exhibit
No. 3(a) to Quarterly Report on Form 10-Q Registrant No. 1-12248 for the
second quarter of fiscal 1994 filed with the Commission on October 15,
1993)
3(b) Amended and Restated By-laws of ICF Kaiser International, Inc. (as
amended through June 23, 1995) (Incorporated by reference to Exhibit No.
3(b) to Quarterly Report on Form 10-Q Registrant No. 1-12248 for the
second quarter of fiscal 1995 filed with the Commission on October 13,
1995)
Exhibit No. 4 -- Instruments Defining the Rights of Security Holders, including
Indentures
4(a) Indenture dated as of January 11, 1994, between the Registrant and The
Bank of New York, as Trustee (Incorporated by reference to Exhibit No.
4(a) to Quarterly Report on Form 10-Q Registrant No. 1-12248 for the
third quarter of fiscal 1994 filed with the Commission on January 14,
1994)
1. First Supplemental Indenture dated as of February 17, 1995.
(Incorporated by reference to Exhibit No. 4(a)(1) to Annual Report on
Form 10-K Registrant No. 1-12248 for fiscal year 1995 filed with the
Commission on May 23, 1995)
2. Second Supplemental Indenture dated September 1, 1995 (Incorporated by
reference to Exhibit No. 4(a) (2) to Registration Statement on Form S-1
Registration No. 33-64655 filed with the Commission on November 30, 1995)
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ICF Kaiser International, Inc. Report on Form 10-K
for the ten months ended December 31, 1995. Page 25
3. Third Supplemental Indenture dated October 20, 1995 (Incorporated by
reference to Exhibit No. 4(a)(3) to Registration Statement on Form S-1
Registration No. 33-64655 filed with the Commission on November 30, 1995)
4. Fourth Supplemental Indenture dated as of March 8, 1996
4(b) Form of 12% Senior Subordinated Note due 2003 (Incorporated by
reference to Exhibit No. 4(b) to Quarterly Report on Form 10-Q Registrant
No. 1-12248 for the third quarter of fiscal 1994 filed with the
Commission on January 14, 1994)
4(c) Form of Common Stock Purchase Warrant expiring May 15, 1999 (as
amended and restated through January 11, 1994) (Incorporated by reference
to Exhibit No. 4(e) to Quarterly Report on Form 10-Q Registrant No.
1-2248 for the third quarter of fiscal 1994 filed with the Commission
on January 14, 1994)
4(d) Credit Agreement among ICF Kaiser International, Inc., certain Banks,
and Chemical Bank (Delaware), as Agent, dated as of December 8, 1993, as
amended (see Exhibit No. 10(a))
4(e) ICF Kaiser International, Inc. Series 2D Warrant, No. 2D-2, dated
January 11, 1994 (Incorporated by reference to Exhibit No. 4(f) to
Quarterly Report on Form 10-Q Registrant No. 1-12248 for the third
quarter of fiscal 1994 filed with the Commission on January 14, 1994)
4(f) Securities Purchase Agreement by and among ICF Kaiser International,
Inc., IFINT-USA Inc., and FIMA Finance Management Inc., B.V.I. dated as
of December 20, 1990 (Incorporated by reference to Exhibit No. 4(b) to
Quarterly Report on Form 10-Q Registrant No. 0-18025 for the third
quarter of fiscal 1991 filed with the Commission on January 14, 1991)
1. Amendment No. 1 to Securities Purchase Agreement dated as of January 13,
1992 (Incorporated by reference to Exhibit No. 4(e)(1) to Quarterly
Report on Form 10-Q Registrant No. 0-18025 for the third quarter of
fiscal 1992 filed with the Commission on January 14, 1992)
2. Amendment No. 2 to Securities Purchase Agreement (Incorporated by
reference to Exhibit 4(g)(2) to Amendment No. 2 to Registration Statement
on Form S-1 (No. 33-70986) filed with the Commission on December 23,
1993)
4(g) Amended and Restated Registration Rights Agreement dated as of January
13, 1992, between ICF Kaiser International, Inc. and FIMA Finance
Management Inc., (Incorporated by reference to Exhibit No. 4(f) to
Quarterly Report on Form 10-Q Registrant No. 0-18025 for the third
quarter of fiscal 1992 filed with the Commission on January 14, 1992)
4(h) Rights Agreement, dated as of January 13, 1992, between ICF Kaiser
International, Inc. and Office of the Secretary, ICF Kaiser
International, Inc. as Rights Agent, including
1. Form of Certificate of Designations of Series 4 Junior Preferred Stock
2. Form of Rights Certificate
3. Summary of Rights to Purchase Preferred Stock (Incorporated by reference
to Exhibit No. 4(h) to Quarterly Report on Form 10-Q Registrant No.
0-18025 for the third quarter of fiscal 1992 filed with the Commission
on January 14, 1992)
4(i) Warrant Agreement dated as of January 11, 1994, between the Registrant
and The Bank of New York, as Warrant Agent (Incorporated by reference to
Exhibit No. 4(c) to Quarterly Report on Form 10-Q Registrant No. 1-12248
for the third quarter of fiscal 1994 filed with the Commission on January
14, 1994)
4(j) Form of Warrant expiring December 31, 1998 (Incorporated by reference
to Exhibit No. 4(d) to Quarterly Report on Form 10-Q Registrant No.
1-12248 for the third quarter of fiscal 1994 filed with the Commission
on January 14, 1994)
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ICF Kaiser International, Inc. Report on Form 10-K
for the ten months ended December 31, 1995. Page 26
Exhibit No. 10 -- Material Contracts
10(a) Amended and Restated Credit Agreement dated as of December 8, 1993,
among the Registrant, the several Lenders from time to time parties
thereto, and Chemical Bank, as Agent, including Exhibits thereto (Closing
Date: January 11, 1994) (Incorporated by reference to Exhibit No. 10(a)
to Quarterly Report on Form 10-Q Registrant No. 1-12248 for the third
quarter of fiscal 1994 filed with the Commission on January 14, 1994)
1. Waiver and First Amendment dated as of April 18, 1994 (Incorporated by
reference to Exhibit No. 10(a)(1) to Annual Report on Form 10-K
Registrant No. 1-12248 filed with the Commission on May 25, 1995.)
2. Second Amendment dated as of August 31, 1994 (Incorporated by reference
to Exhibit No. 10(a)(2) to Annual Report on Form 10-K Registrant No.
1-12248 filed with the Commission on May 23, 1995.)
3. Third Amendment dated as of February 28, 1995 (Incor