HILL INTERNATIONAL,INC. (NYSE:HIL) Files An 8-K Results of Operations and Financial ConditionItem 2.02 Results of Operations and Financial Condition.
On March30, 2018, Hill International,Inc. (the “Company”) issued a press release announcing, among other things, an update on the Company’s expected consulting fee revenue for 2018. The press release also provided an update on the expected timing of the filing of the Company’s restated financial statements and related matters. A copy of the release is furnished as Exhibit99.1 attached hereto.
Item 4.01 Changes in Registrant’s Certifying Accountant.
Reference is made to the Company’s ongoing restatement of its previously issued financial statements for the years ended December31, 2016, 2015 and 2014 included in the Company’s Annual Reports on Form10-K and the Quarterly Report on Form10-Q for the quarter ended March31, 2017 as well as the anticipated filing of its Quarterly Reports on Form10-Q for the quarters ended June30, 2017 and September30, 2017, inclusive of the restatement of prior comparative periods, and its Annual Report on Form10-K for the year ended December31, 2017.
On March28, 2018, the Company dismissed KPMG LLP (“KPMG”) as its independent registered public accounting firm. The decision to change independent registered public accounting firms was approved by the Audit Committee of the Company’s Board of Directors (the “Audit Committee”). Also on March28, 2018, the Audit Committee entered into an agreement with EisnerAmper LLP (“EisnerAmper”) to serve as the Company’s independent registered public accounting firm. Such dismissal and appointment are effective immediately and reflects the Audit Committee’s belief that EisnerAmper, who served as the Company’s independent public accounting firm during the restatement, will be able to complete the restatement as well as the audit of the Company’s 2017 financial statements as expeditiously as possible. The Company regularly consulted with EisnerAmper regarding the application of accounting principles in conjunction with the original audit and the restatement; however, the Company did not consult with EisnerAmper regarding any of the matters or events set forth in Item 304(a)(2)(ii)of Regulation S-K other than those related to the restatement.
The Company had no: (1)disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2)reportable events (as defined in Item 304(a)(1)(v)of Regulation S-K) other than those related to the restatement in connection with KPMG’s engagement.
The Company provided KPMG and EisnerAmper with a copy of this Current Report on Form8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that KPMG furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements in this Item 4.01 and if not, stating the respects in which it does not agree. A copy of KPMG’s letter, dated March30, 2018, is filed as Exhibit16.1 to this Current Report on Form8-K.
Item 7.01 Regulation FD Disclosure.
The information set forth in Item 2.02 above is incorporated herein by reference.
The information furnished under Items 2.02 and 7.01, including Exhibit99.1, is being furnished and shall not be deemed to be filed for the purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01Financial Statements and Exhibits.
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Certain statements contained herein may be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and it is our intent that any such statements be protected by the safe harbor created thereby. Except for historical information, the matters set forth herein including, but not limited to, any projections of revenues, earnings, EBITDA margin, profit improvement, cost savings or other financial items; any statements of belief, any statements concerning our plans, strategies and objectives for future operations; and any statements regarding future economic conditions or performance, are forward-looking statements. These forward-looking statements are based on our current expectations, beliefs, estimates and assumptions and are subject to certain risks and uncertainties. Although we believe that the expectations, estimates and assumptions reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Important factors that could cause our actual results to differ materially from estimates or projections contained in our forward-looking statements are set forth in the Risk Factors section and elsewhere in the reports we have filed with the Securities and Exchange Commission, including that unfavorable global economic conditions may adversely impact our business, our backlog may not be fully realized as revenue, and our expenses may be higher than anticipated, and the review of the Company’s accounting, accounting policies and internal control over financial reporting, and the preparation of and the audit or review, as applicable, of restated filings may take longer than currently anticipated or additional restatement adjustments may be identified. We do not intend, and undertake no obligation, to update any forward-looking statement.
Hill International, Inc. ExhibitEX-16.1 2 a18-9400_1ex16d1.htm EX-16.1 Exhibit 16.1 KPMG LLP 1601 Market Street Philadelphia,…To view the full exhibit click
About HILL INTERNATIONAL,INC. (NYSE:HIL)
Hill International, Inc. (Hill) is a professional services firm. The Company provides program management, project management, construction management, construction claims and other consulting services primarily to the buildings, transportation, environmental, energy and industrial markets. The Company operates in two segments: Project Management Group and Construction Claims Group. The Project Management Group is engaged in providing fee-based or agency construction management services. The segment provides construction and project management services to construction owners across the world. The Construction Claims Group is engaged in advising clients in order to assist them in preventing or resolving claims and disputes based upon schedule delays, cost overruns and other problems on construction projects. The Company’s clients consist primarily of the United States and other national governments, state and local governments, and the private sector.
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