Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
(Mark One)
ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 2017
o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-33961
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
HILL INTERNATIONAL, INC. 401(k)
RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Hill International, Inc.
One Commerce Square
2005 Market Street, 17th Floor
Philadelphia, PA 19103
REQUIRED INFORMATION
The following financial statements of Hill International, Inc. 401(k) Retirement Savings Plan are being filed herewith:
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Description | | Page No. |
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Financial Statements: | | |
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Supplemental Schedule: | | |
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Report of Independent Registered Public Accounting Firm
The Plan Participants and the Plan Administrator
Hill International, Inc. 401(k) Retirement Savings Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Hill International, Inc. 401(k) Retirement Savings Plan (the Plan) as of December 31, 2017 and 2016, and the related statement of changes in net assets available for benefits for the year ended December 31, 2017, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2017 and 2016, and the changes in net assets available for benefits for the year ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2017, has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
We have served as the Plan's auditor since 2017.
Horsham, Pennsylvania
June 29, 2018
HILL INTERNATIONAL, INC. 401(k) RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2017 and 2016
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| | 2017 | | 2016 |
ASSETS | | |
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Investments at fair value | | $ | 73,291,739 |
| | $ | 66,062,805 |
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Investments at contract value | | 14,636,774 |
| | 15,878,542 |
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Total investments | | 87,928,513 |
| | 81,941,347 |
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Non-interest bearing cash | | 902 |
| | 87 |
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Receivables: | | | | |
Participant contributions | | 205,021 |
| | — |
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Employer contributions | | 49,471 |
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Notes receivable from participants | | 1,368,229 |
| | 1,528,816 |
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Total receivables | | 1,622,721 |
| | 1,528,816 |
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NET ASSETS AVAILABLE FOR BENEFITS | | $ | 89,552,136 |
| | $ | 83,470,250 |
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See accompanying notes to financial statements.
HILL INTERNATIONAL, INC. 401(k) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, 2017
ADDITIONS TO/(DEDUCTIONS FROM) NET ASSETS AVAILABLE FOR BENEFITS
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Investment income: | |
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Net appreciation in fair value of investments | $ | 14,361,158 |
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Interest | 455,903 |
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Dividends | 613,601 |
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| 15,430,662 |
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Interest income on notes receivable from participants | 48,669 |
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Contributions: | |
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Employer | 1,440,165 |
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Participants | 7,449,819 |
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Rollovers | 549,601 |
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| 9,439,585 |
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Deductions: | |
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Benefits paid to participants | 9,770,077 |
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Administrative expenses | 65,230 |
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| 9,835,307 |
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Increase before transfers | 15,083,609 |
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Transfers out | (9,001,723 | ) |
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NET INCREASE | 6,081,886 |
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NET ASSETS AVAILABLE FOR BENEFITS | |
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Beginning of year | 83,470,250 |
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END OF YEAR | $ | 89,552,136 |
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See accompanying notes to financial statements.
HILL INTERNATIONAL, INC 401(k) RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2017
NOTE 1 — DESCRIPTION OF PLAN
The following brief description of the Hill International, Inc. 401(k) Retirement Savings Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan covering all domestic employees of Hill International, Inc. (the “Plan Sponsor”) who have one month of service and are age twenty-one or older, excluding bona fide residents of Puerto Rico, as defined in Internal Revenue Code (“IRC”) Section 937, who do not have to pay U.S. income taxes on their Puerto Rico source income. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). After meeting eligibility requirements, an employee can begin participating on the first day of the month coinciding with or next following the date on which the employee meets these requirements.
Contributions
Contributions from eligible participants and employer matching contributions are recorded in the month the related payroll deductions are made. For the 2017 Plan year, each participant could contribute up to 75% of pre-tax annual compensation up to a maximum contribution of $18,000. Participants who have attained the age of 50 before the end of the Plan year are eligible to make catch-up contributions up to an additional $6,000. These limits may change each year to correspond with the IRC. The Plan includes an automatic deferral feature. The amount that is automatically contributed to eligible employees’ accounts is equal to 3% of eligible compensation unless the employee selects an alternative deferral amount or elects not to defer under the Plan. The Plan permits the Plan Sponsor to make a discretionary matching contribution equal to a uniform percentage or dollar amount of the participants’ elective contributions; each year, the Plan Sponsor will determine the formula for the discretionary matching contribution. Effective January 1, 2017, the Plan Sponsor elected to make matching contributions which equaled 50% of the first 3% of the participant’s contribution, up to a maximum contribution of $4,050. From January 1, 2017 to March 31, 2017, half of the Plan Sponsor’s contribution was used for open market purchases of the Plan Sponsor’s common stock, which may be sold immediately by the participant. Effective April 1, 2017, the provision requiring 50% of the employer match to be invested in Plan Sponsor's common stock was eliminated. The Plan limits participant investments in the Plan Sponsor’s common stock to 50% of their account balance. Contributions to the Plan by highly compensated employees are subject to certain limitations. Plan assets are maintained at Prudential Trust Company and The Prudential Insurance Company of America (“Prudential”) and are invested at the election of the participants.
Participant Accounts
Each participant’s account is credited with the participant’s contribution and allocations of (a) the Plan Sponsor’s contribution and (b) Plan earnings, and is charged with an allocation of certain administrative expenses. Allocations are based on participant earnings or account balances, as defined by the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.
Vesting
Participants are immediately 100% vested in both employee and employer contributions, plus actual earnings thereon.
Notes Receivable from Participants
The Plan includes a loan provision that permits participants to borrow a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of the participant’s vested account balance. Notes receivable from participants are measured at their unpaid principal balance, plus any accrued but unpaid interest. These loans are secured by the balance in the participant’s account. Interest is based on the prime rate at the time of the loan’s initiation and is fixed for the term of the loan. Loans may not exceed five years unless they are used to buy a participant’s principal residence, in which case the loan term cannot exceed ten years. The loans are repaid ratably through payroll deductions. If a participant ceases to make loan repayments and the Plan administrator deems the participant loan to be in default, the participant loan balance is reduced and a benefit payment is recorded. At December 31, 2017, the loans mature at various dates through 2026 and bear interest at 3.25% to 4.25%.
Payment of Benefits
Distributions under the Plan are allowed for termination of employment, hardship (as defined by the Plan), retirement, or attainment of age 59 ½. Distributions may also be made to the participant in the event of physical or mental disability or to a named beneficiary if the participant dies. Distributions are made in a lump sum payment or by installment payments.
Administrative Expenses
Certain of the Plan’s administrative expenses are paid by the Plan Sponsor, and certain Plan expenses are paid by the Plan. A Plan expense account (the “ERISA account”) is maintained to hold revenue sharing funds the Plan receives from Prudential pursuant to an agreement between Prudential and the Plan. These revenue sharing funds are available to pay qualified Plan administrative expenses. At December 31, 2017 and 2016, the ERISA account balance was $88,701 and $34,610, respectively. During 2017, $65,230 was used to pay Plan expenses.
Plan Termination
Although it has not expressed any intent to do so, the Plan Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The financial statements of the Plan are prepared using the accrual basis of accounting.
Investments held by a defined-contribution plan are required to be reported at fair value, except for fully benefit-responsive investment contracts. Contract value is the relevant measure for the portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts, because contract value is the amount participants normally would receive if they were to initiate permitted transactions under the terms of the Plan.
Use of Estimates
The preparation of the financial statements in accordance with US GAAP requires the Plan administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and when applicable, disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from these estimates.
Investment Valuation and Income Recognition
The Plan’s investments are reported at fair value, except for fully benefit-responsive investment contracts, which are reported at contract value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 3 “Fair Value Measurements” for a discussion of fair value measurements.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation in fair value of investments includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
Payment of Benefits
Benefits are recorded when paid.
NOTE 3 — FAIR VALUE MEASUREMENTS
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, provides the framework for measuring fair value. The framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements), and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described as follows:
Level 1 — Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2 — Inputs to the valuation methodology include: (1) quoted prices for similar assets or liabilities in active markets; (2) quoted prices for identical or similar assets or liabilities in inactive markets; (3) inputs other than quoted prices that are observable for the asset or liability; or (4) inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 — Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The assets or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation methodologies used for investment assets measured at fair value. There have been no changes in the methodologies used as of December 31, 2017 and 2016.
Mutual funds — Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-ended mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (“NAV”) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
Plan Sponsor common stock — Valued at the closing price reported on the active market on which the individual securities are traded.
The preceding methods described may produce a fair value calculation that may not be indicative of the net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following tables present by level, within the fair value hierarchy, the Plan’s investment assets measured at fair value at December 31, 2017 and 2016:
Investment Assets at Fair Value at December 31, 2017
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| | Level 1 | | Total |
Mutual funds | | $ | 67,887,001 |
| | $ | 67,887,001 |
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Plan Sponsor common stock | | 5,404,738 |
| | 5,404,738 |
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Total investment assets in the fair value hierarchy | | $ | 73,291,739 |
| | $ | 73,291,739 |
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Investment Assets at Fair Value at December 31, 2016
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| | Level 1 | | Total |
Mutual funds | | $ | 60,846,996 |
| | $ | 60,846,996 |
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Plan Sponsor common stock | | 5,215,809 |
| | 5,215,809 |
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Total investment assets in the fair value hierarchy | | $ | 66,062,805 |
| | $ | 66,062,805 |
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Investment gains and losses (realized and unrealized) are reported in net appreciation in fair value of investments in the statement of changes in net assets available for benefits.
NOTE 4 — GUARANTEED INVESTMENT CONTRACT
The Plan has a fully benefit-responsive traditional investment contract with Prudential. As of December 31, 2017 and 2016, the contract value of the traditional fully benefit-responsive contract with Prudential was $14,636,774 and $15,878,542, respectively. Prudential maintains the contributions in a general account, which is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. Prudential may not terminate the contract at any amount less than contract value.
Prudential is contractually obligated to pay the principal and specified interest rate that is guaranteed to the Plan. Interest is credited on contract balances using an old money/new money or “bucketed” approach. Under this methodology, different interest crediting rates are applied to contributions based on the calendar quarter in which the contributions were made. An interest crediting rate (“New Money Rate”) is established at the beginning of each calendar quarter. The New Money Rate is applied to all contributions made to the product during that quarter. Four New Money Rates and corresponding buckets are established each year. These New Money Rates are guaranteed through December 31 of the following calendar year. Upon the expiration of the New Money Rate guarantees, the rates for each of these buckets are reset and are then known as “Old Money Rates”. Old Money Rates for each bucket are reset on an annual basis thereafter. When establishing interest crediting rates for this product, Prudential considers many factors, including current economic and market conditions, the general interest rate environment, and both the expected and actual experience of a reference portfolio within the issuer’s general account. These rates are established without the use of a specific formula. The minimum crediting rate under the contract is 3.00%. Withdrawals and transfers out are made on a pro-rata basis from all buckets. The Plan may terminate the contract at any time subject to a market value adjustment as specified in the contract, however, under certain emergency conditions, the issuer may defer payment for a period of up to 365 days. Additionally, the Plan may also terminate the contract without a market value adjustment by making withdrawals of the entire amount over a four-year period.
Because the guaranteed interest contract is fully benefit-responsive, contract value is the relevant measurement attribute. Contract value, as reported to the Plan by Prudential, represents contributions made under the contract, plus earnings, minus participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.
Certain events may limit the ability of the Plan to transact at contract value with Prudential. Such events include the following: (1) amendments to the Plan documents (including complete or partial Plan termination or merger with another plan), (2) changes to the Plan’s prohibition on competing investment options or deletion of equity wash provisions, (3) bankruptcy of the Plan Sponsor or other Plan Sponsor events (for example, divestitures or spin-offs of a subsidiary) that cause a significant withdrawal for the Plan, or (4) the failure of the trust to qualify for exemption under ERISA. The Plan administrator does not believe that the occurrence of any such events, which would limit the Plan’s ability to transact at contract value with participants, is probable.
NOTE 5 — RELATED PARTIES AND PARTIES IN INTEREST TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Prudential Trust Company along with a guaranteed investment contract with the Prudential Insurance Company of America. The Prudential Trust Company is the trustee as defined by the Plan. These transactions qualify as exempt party-in-interest transactions.
As of December 31, 2017 and 2016, the Plan owned 991,695 and 1,199,037 shares, respectively, of the Plan Sponsor’s common stock, and the fair value of this common stock was $5,404,738 and $5,215,809, respectively. The Plan Sponsor does not pay dividends on its common stock.
NOTE 6 — TAX STATUS
The Plan has adopted the Prudential Retirement Defined Contribution Prototype and Volume Submitter Plan. On April 29, 2014, the Internal Revenue Service stated in an opinion letter that the prototype adopted by the Plan, as then designed, was in compliance with applicable requirement of the IRC and therefore, the related trust is exempt from taxation. The Plan has been amended since receiving the letter. However, the Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, the Plan administrator believes that the Plan is qualified and the related trust is tax-exempt.
US GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain tax position that “more likely than not” (i.e., a likelihood greater than 50%) would not be sustained upon examination by the Internal Revenue Service. The Plan administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2017, there are no uncertain tax positions taken or expected to be taken. Accordingly, the Plan has recognized no interest or penalties associated with any liability for unrecognized tax benefits. The Plan is subject to routine examinations by taxing jurisdictions; however, there are currently no examinations for any tax periods in progress.
NOTE 7 — RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investments in general are exposed to various risks, such as interest rate, credit, and overall volatility risk. Due to the level of risk associated with certain investments, it is at least reasonably possible that changes in the values of investments will occur in the near term and that such changes could materially affect the participants’ account balances and the amounts reported in the statements of net assets available for benefits.
Users of these financial statements should be aware that the financial markets’ volatility may significantly impact the subsequent valuation of the Plan’s investments. Accordingly, the valuation of investments at December 31, 2017 may not necessarily be indicative of the amounts that could be realized in a current market exchange.
NOTE 8 — MUTUAL FUND FEES
Investments in mutual funds are subject to sales charges in the form of front-end loads, back-end loads or 12b-1 fees. 12b-1 fees are ongoing fees allowable under Section 12b-1 of the Investment Company Act of 1940. These annual fees are used to pay for marketing and distribution costs of the funds. These fees are deducted prior to the allocation of the Plan’s investment earnings activity, and thus not separately identifiable as an expense.
NOTE 9 - TRANSFERS OUT
On May 5, 2017, the Plan Sponsor closed the sale of its Construction Claims Group. In connection with the sale, the Plan Sponsor amended the Plan to discontinue contributions to former employees of the Construction Claims Group and authorize the transfer of related participant accounts from the Plan. On June 26, 2017, Plan assets totaling $9,001,723 (including outstanding loan balances) were transferred from the Plan to the new defined contribution plan established by the purchaser.
NOTE 10 — SUBSEQUENT EVENTS
The Plan has evaluated subsequent events through June 29, 2018, the date the financial statements were available to be issued and there were no subsequent events requiring adjustments to the financial statements or disclosures as stated herein.
Hill International, Inc. 401(k) Retirement Savings Plan
As of December 31, 2017
EIN # 20-0953973
Plan # 003
Schedule H, Line 4i, SCHEDULE OF ASSETS (HELD AT END OF YEAR)
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a. Parties in interest | b. Identity of issuer, borrower, lessor, or similar party | c. Description of investment | d. Cost | e. Current value |
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* | Prudential Mutual Funds | Prudential QMA Stock Index Fund Z | ** | $ | 13,806,471 |
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* | Prudential Mutual Funds | Prudential Jennison Mid Cap Growth Fund Z | ** | 3,730,888 |
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| PIMCO | PIMCO Total Return Fund A | ** | 3,036,912 |
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| American Funds | AMCAP Fund | ** | 8,169,307 |
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| Invesco Ltd. | Invesco Small Cap Value Fund A | ** | 5,787,305 |
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| MFS Funds | MFS Total Return Fund A | ** | 5,048,607 |
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| Oppenheimer Funds | Oppenheimer Global Opportunities Fund A | ** | 10,149,547 |
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| Wells Fargo & Co. | Wells Fargo Adv Growth Class A | ** | 5,428,837 |
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| Ivy Funds | Ivy Small Cap Growth I | ** | 1,034,578 |
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| Hotchkis & Wiley Funds | Hotchkis & Wiley Value Opportunities A | ** | 615,236 |
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| Harbor | Harbor Mid Cap Value Fund A | ** | 199,720 |
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| BlackRock | BlackRock Lifepath Retirement Investor A | ** | 1,251,636 |
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| BlackRock | BlackRock Lifepath Index 2020 A | ** | 1,196,481 |
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| BlackRock | BlackRock Lifepath Index 2025 A | ** | 2,157,293 |
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| BlackRock | BlackRock Lifepath Index 2030 A | ** | 1,368,146 |
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| BlackRock | BlackRock Lifepath Index 2035 A | ** | 1,025,748 |
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| BlackRock | BlackRock Lifepath Index 2040 A | ** | 830,333 |
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| BlackRock | BlackRock Lifepath Index 2045 A | ** | 1,077,877 |
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| BlackRock | BlackRock Lifepath Index 2050 A | ** | 1,108,476 |
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| BlackRock | BlackRock Lifepath Index 2055 A | ** | 863,603 |
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| Common Stock | | | |
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* | Hill International, Inc. | Common stock | ** | 5,404,738 |
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| Guaranteed Investment Contract | | | |
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* | The Prudential Insurance Co of America | Guaranteed Interest Account | ** | 14,636,774 |
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* | Notes Receivable from Participants | | |
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| Notes receivable from participants, with interest at 3.25% to 4.25% maturing through 2026 | $— | 1,368,229 |
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| Non-interest bearing cash | ** | 902 |
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| Total assets | | $ | 89,297,644 |
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* | Indicates party-in-interest to the Plan, as defined by ERISA | | | | | |
** | Not required for participant-directed investments | | | | | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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| HILL INTERNATIONAL, INC. 401(K) RETIREMENT SAVINGS PLAN |
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Dated: June 29, 2018 | By: | /s/ Keith Pearson |
| | Printed Name: | Keith Pearson |
| | Title: | Plan Administrator |
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Hill International, Inc. 401(k) Retirement Savings Plan
Annual Report on Form 11-K
For the Year Ended December 31, 2017
INDEX TO EXHIBITS
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Exhibit No. | | Description |
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23.1 | | |
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