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8-K/A - FORM 8-K/A - MICHAEL BAKER CORPl40228e8vkza.htm
EX-23.1 - EX-23.1 - MICHAEL BAKER CORPl40228exv23w1.htm
EX-99.5 - EX-99.5 - MICHAEL BAKER CORPl40228exv99w5.htm
EX-99.4 - EX-99.4 - MICHAEL BAKER CORPl40228exv99w4.htm
Exhibit 99.3
THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A.,
THE LPA GROUP, P.C., THE LPA DESIGN GROUP, INC.,
HORIZON ARCHITECTS, P.C., LPACIFIC GROUP INCORPORATED,
AND THE LPA GROUP OF CANADA INC
COMBINED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2009

 


 

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED AND THE LPA GROUP OF CANADA INC
TABLE OF CONTENTS
DECEMBER 31, 2009
     
    PAGE
INDEPENDENT AUDITORS’ REPORT
  1-2
 
   
FINANCIAL STATEMENTS:
   
 
   
Combined Balance Sheet
  3-4
 
   
Combined Statement of Income
  5
 
   
Combined Statement of Changes in Stockholders’ Equity
  6
 
   
Combined Statement of Cash Flows
  7
 
   
Combined Notes to Financial Statements
  8-19
 
   
SUPPLEMENTARY DATA:
   
 
   
Combined Schedule of Direct Expenses
  20
 
   
Combined Schedule of Indirect Expenses
  21

 


 

INDEPENDENT AUDITORS’ REPORT
To the Board of Directors
THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A.,
THE LPA GROUP, P.C., THE LPA DESIGN GROUP, INC.,
HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND
THE LPA GROUP OF CANADA INC
Columbia, South Carolina
We have audited the accompanying combined balance sheet of THE LPA GROUP INCORPORATED, THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C., THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C., LPACIFIC GROUP INCORPORATED, and THE LPA GROUP OF CANADA INC as of December 31, 2009, and the related combined statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for the year then ended. These combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these combined financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the combined financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the combined financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of THE LPA GROUP INCORPORATED, THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C., THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C., LPACIFIC GROUP INCORPORATED, and THE LPA GROUP OF CANADA INC as of December 31, 2009, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

 


 

Our audits were made for the purpose of forming an opinion on the basic combined financial statements taken as a whole. The supplementary data listed in the table of contents is presented for purposes of additional analysis and is not a required part of the basic combined financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic combined financial statements, and in our opinion, is fairly stated in all material respects in relation to the basic combined financial statements taken as a whole.
     
/s/ BURKETT BURKETT & BURKETT
 
BURKETT BURKETT & BURKETT
   
Certified Public Accountants, P.A.
   
West Columbia, South Carolina
   
April 2, 2010
   

 


 

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P. A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC
COMBINED BALANCE SHEET
DECEMBER 31, 2009
                 
ASSETS
               
Current assets:
               
 
               
Cash and cash equivalents
          $ 3,068,107  
 
               
Accounts receivable:
               
Trade — less allowance for doubtful accounts of $234,506
  $ 11,402,187          
Unbilled revenue
    8,031,802          
Costs and estimated earnings in excess of billings
    890,394          
Other
    52,097       20,376,480  
 
             
 
               
Other current assets:
               
Prepaid income taxes
    61,153          
Prepaid expenses
    568,730       629,883  
 
           
 
               
Total current assets
            24,074,470  
 
               
Property and equipment
               
Autos and trucks
    153,128          
Capitalized leased vehicles
    759,282          
Furniture and fixtures
    2,046,073          
Machinery and equipment
    7,647,820          
Leasehold improvements
    94,446          
 
             
 
    10,700,749          
Less accumulated depreciation
    (6,671,391 )     4,029,358  
 
             
 
               
Other assets:
               
Deposits
    126,666          
Investment — affiliate
    48,146          
Investments — other
    14,400          
Accounts receivable — related party
    162,405          
Retainage receivable
    381,823       733,440  
 
           
 
               
Total assets
          $ 28,837,268  
 
             
The accompanying notes to the financial statements are an integral part of this statement.

 


 

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P. A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC
COMBINED BALANCE SHEET
DECEMBER 31, 2009
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
Current portion of long-term debt
          $ 1,000,020  
 
               
Accounts payable and accrued expenses:
               
Trade & accrued consultants
  $ 5,228,580          
Billings in excess of costs and estimated earnings
    4,352,675          
Payroll liabilities
    2,104,608          
Retirement contribution
    568,791          
Accrued leave
    543,603       12,798,257  
 
             
 
               
Deferred income taxes — current
            3,817,673  
 
             
 
               
Total current liabilities
            17,615,950  
 
               
Long term liabilities:
               
Notes payable — long-term
    5,833,250          
Obligations under capital leases
    759,282          
Due to affiliate
    3,770,000          
Deferred compensation expense
    627,782          
Reserves
    53,000       11,043,314  
 
           
 
               
Total liabilities
            28,659,264  
 
               
Stockholders’ equity:
               
Common stock (1,000,000 shares, authorized, 487,924 shares issued and outstanding)
    201,910          
Cost of 296,971 shares of common stock held by the Company (Note L)
    (18,352,689 )        
Additional paid-in capital
    2,281,227          
Retained earnings
    16,047,556       178,004  
 
           
 
               
Total liabilities and stockholders’ equity
          $ 28,837,268  
 
             
The accompanying notes to the financial statements are an integral part of this statement.

 


 

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P. A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC
COMBINED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
YEAR ENDED DECEMBER 31, 2009
                 
Fees earned
          $ 91,867,134  
 
               
Operating expenses
               
Direct labor
  $ 21,544,610          
Direct consultants
    28,076,553          
Other direct expenses
    2,691,310          
 
             
Subtotal direct expenses
            52,312,473  
 
               
Indirect labor
    18,192,320          
Other indirect expenses
    17,072,706          
 
             
Subtotal indirect expenses
            35,265,026  
 
             
 
               
Income from operations
            4,289,635  
 
               
Other income / (expenses):
               
Interest income
    33,160          
Gain on sale
    64          
Income from unconsolidated affiliate joint venture partnership
    1,272,903          
Miscellaneous income
    16,062          
Interest expense
    (208,405 )     1,113,784  
 
           
 
               
Income before income taxes
            5,403,419  
 
               
Provision for income taxes:
               
Income tax expense
    (1,160,006 )        
Deferred income tax expense
    (853,638 )     (2,013,644 )
 
           
 
               
Net income
          $ 3,389,775  
 
             
The accompanying notes to the financial statements are an integral part of this statement.

 


 

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P. A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC
COMBINED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
YEAR ENDED DECEMBER 31, 2009
                                         
                    Additional              
    Common     Treasury     Paid In     Retained        
    Stock     Stock     Capital     Earnings     Total  
Balance, beginning of year
  $ 201,910     $ (18,213,529 )   $ 1,428,902     $ 12,657,781     $ (3,924,936 )
Net income
                      3,389,775       3,389,775  
Stock purchase
          (139,160 )                 (139,160 )
Stock sales
                852,325             852,325  
 
                             
Balance, end of year
  $ 201,910     $ (18,352,689 )   $ 2,281,227     $ 16,047,556     $ 178,004  
 
                             
The accompanying notes to the financial statements are an integral part of this statement.

 


 

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P. A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC
COMBINED STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2009
                 
Cash flows from operating activities
               
Net income
          $ 3,389,775  
Adjustments to reconcile net income to cash provided by operating activities:
               
Depreciation
  $ 947,515          
Net increase in receivables
    (4,958,563 )        
Net decrease in other current assets
    635,401          
Net decrease in other assets
    (78,940 )        
Net increase accounts in payables and accrued expense
    2,580,850          
Net decrease in other long term liabilities
    (1,132,111 )        
Net increase in deferred income taxes
    641,607       (1,364,241 )
 
           
Net cash provided by operating activities
            2,025,534  
 
               
Cash flows from investing activities:
               
Proceeds from the sale of equipment
    16,466          
Purchase of property and equipment
    (1,560,614 )        
Purchase of vehicles under capital lease
    (759,282 )        
 
             
Net cash used by investing activities
            (2,303,430 )
 
               
Cash flows from financing activities:
               
Principal payments on long term debt
    (1,000,020 )        
Proceeds from capital lease obligations
    759,282          
Sale of common stock
    852,325          
Purchase of treasury stock
    (139,160 )        
 
             
Net cash used for financing activities
            472,427  
 
             
 
               
Net increase in cash and cash equivalents
            194,531  
 
               
Cash and cash equivalents, beginning of year
            2,873,576  
 
             
 
               
Cash and cash equivalents, end of year
          $ 3,068,107  
 
             
 
               
Supplemental disclosure
               
Cash paid for:
               
Income taxes
          $ 1,160,006  
 
             
 
               
Interest
          $ 208,405  
 
             
The accompanying notes to the financial statements are an integral part of this statement.

 


 

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC
COMBINED NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009
Note A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Principals of Combination:
The combined financial statements include the accounts of the following commonly owned corporations (the Company):
THE LPA GROUP INCORPORATED
THE LPA GROUP OF NORTH CAROLINA, P.A.
THE LPA GROUP, P.C.
THE LPA DESIGN GROUP, INC.
HORIZON ARCHITECTS, P.C.
LPACIFIC GROUP INCORPORATED
THE LPA GROUP OF CANADA INC
Investments in joint ventures, over which the Company exercises significant influence, are accounted for under the equity method. The Company renders services to its joint ventures and records revenues in the period in which such services are provided. All intercompany balances and transactions have been eliminated in consolidation.
Nature of Operations:
The Company is an engineering, architectural and planning firm specializing in the construction of airports, highways, bridges and other transportation infrastructure. The Company’s fees are derived from a variety of clients, the majority of whom are federal, state and local governments.

 


 

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC
COMBINED NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2009
Note A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
Revenue Recognition:
Revenues from fixed-price and modified fixed-price contracts are recognized on the percentage-of-completion method of accounting, measured by the percentage of labor hours incurred to date to estimated total labor hours for each contract. This method is used because management considers labor hours expended to be the best available measure of progress on these contracts. Revenues from cost-plus-fee contracts are recognized on the basis of costs incurred during the period plus the fee earned measured by the cost-to-cost method.
Contract costs include all direct labor, direct reimbursable consultants and direct reimbursable expenses. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in estimated profitability including contract settlements may result in revisions to costs and revenues and are recorded using the cumulative catch-up method. Provisions for estimated losses on uncompleted contracts are recorded during the period in which such losses become evident. An amount equal to contract costs attributable to claims is included in revenues when realization is probable and the amount can be reliably determined. Award fees are recorded as revenues when the amounts are both probable and reasonably estimatable.
Unbilled revenues on contracts in progress in the accompanying balance sheet represents unbilled amounts earned and reimbursable under contracts in progress. These amounts become billable according to the contract terms, which consider the passage of time, achievement of certain milestones or completion of the project. The majority of contracts contain terms that permit these unbilled amounts to be invoiced in the month after the related contract direct costs are incurred.
The asset, “Cost and Estimated Earnings in Excess of Billings on uncompleted contracts,” represents revenues recognized in excess of amounts billed. The liability, “Billings in Excess of Costs and Estimated Earnings on uncompleted contracts,” represents billings in excess of revenues recognized.
Estimates:
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those, which result from using such estimates. The use of estimates is an integral part of determining labor hours to complete under the percentage-of-completion method of accounting for contracts. Results of any changes in accounting estimates are reflected in the period in which the changes become evident.

 


 

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC
COMBINED NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2009
Note A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
Cash and cash equivalents:
For the purposes of the Statement of Cash Flows the company considers cash in banks, cash on hand and securities that are classified as available for sale securities under the Investments-Debt and Equity Securities Topic of the FASB Accounting Standards Codification, and recorded at fair market value as cash.
Fair Value of Financial Instruments
The carrying amount of the Company’s cash and cash equivalents, receivables, unbilled revenues, accounts payable and other liabilities approximate their fair value due to the short-term nature or relative liquidity of the instruments.
Receivables and Allowance for doubtful accounts:
The Company provides an allowance for doubtful accounts and thus bad debt expense is based upon management’s review and evaluation of outstanding accounts receivable.
Prepaid Insurance
Prepaid Insurance is being amortized over the life of the respective policies.
Property and equipment:
Property and equipment consists of furniture, office equipment, vehicles and leasehold improvements and are stated at cost. The estimated useful lives typically are 3 to 10 years on furniture, office equipment and vehicles. Leasehold improvements are amortized on a straight line basis over the shorter of the lease term or the estimated useful life of the asset. Assets held under capital leases are amortized on a straight-line basis over the shorter of the lease term or the estimated useful life of the asset. Assets under capital lease represent vehicles leased by the Company. Maintenance and repairs are charged to expense as incurred, and betterments are capitalized. Gains or losses on disposals are credited or charged to other income and expenses.
Depreciation:
Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Depreciation expense for the year ended December 31, 2009 was $947,515.
Treasury stock:
Treasury stock acquisition is accounted for using the cost method.
Advertising:
Advertising costs are expensed as incurred. Advertising expense was $29,766 during the year ended December 31, 2009.

 


 

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC
COMBINED NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2009
Note A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
Income taxes:
Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes that are related primarily to differences in the revenue recognition methods employed for tax reporting purposes and book purposes for income tax purposes. The Company recognizes revenue under the cash method as a personal service corporation and uses allowable income tax accelerated depreciation method. The deferred taxes represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled.
The calculation of these deferred tax assets and liabilities require interpretation of tax laws and regulation and from time to time results in the use of judgments and estimates that could cause the tax liability to differ from the amounts recorded. The Company does not consider the effects of future changes in tax laws or rates in the current period.
The Company files income tax returns in the United States federal jurisdiction and various state jurisdictions. The Company is no longer subject to United States federal or state income tax examinations by tax authorities for years prior to 2004.
Effective January 1, 2009 the Company adopted the provisions of the Income Taxes Topic of the FASB Accounting Standards Codification. The Income Taxes Topic of the FASB Accounting Standards Codification prescribes a recognition threshold and measurement principals for the financial statement recognition and measurement of tax positions taken or expected to be taken on a tax return that are not certain to be realized. The implementation of the Income Taxes Topic of FASB Accounting Standards Codification had no impact on the Company’s financial statements.
Note B — CASH CONCENTRATIONS:
The Company maintains its cash deposits with the National Bank of South Carolina. As of December 31, 2009, deposits in the bank exceeded FDIC general deposit insurance limits by approximately $5,816,474, but are fully guaranteed by the FDIC through June 30, 2010 under the Transaction Account Guarantee Program. Coverage under this program is in addition to and separate from the coverage available under the FDIC’s general deposit insurance rules. The Company has not experienced any losses in such accounts, and believes that it is not exposed to any significant credit risk to cash.

 


 

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC
COMBINED NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2009
Note C — INVESTMENT IN AFFILIATE:
The Company’s investment in affiliate of $48,145 consists of an initial capital investment in, and the undistributed net earnings from, its one third interest in Louisiana TIMED Managers (LTM), a joint venture formed to manage a Louisiana Department of Transportation and Development (DOTD) transportation construction contract. During the year ended December 31, 2009, the Company advanced $7,680,725 to LTM in labor and overhead related to the contract. As of December 31, 2009, $455,875 remains uncollected. The Company has recognized $1,286,363 as income from unconsolidated affiliate joint venture partnership during the year ended December 31, 2009.
Conversely, the members are required to reimburse LTM for general and administrative expenses of the joint venture and for the purchase of fixed assets. As of December 31, 2009, the Company did not have a payable to LTM.
To date, the Company has received advance distributions totaling $3,770,000 from LTM. These distributions represent advances from billings in excess of costs and estimated profits of the joint venture. These advances bear no interest and have no specific repayment terms.
The Company includes equity income from unconsolidated joint ventures as a component of other income as this income is derived from entities taxes as partnerships.
Summary financial information for LTM as of, and for the period ending, December 31, 2009, is presented in the following table. LTM recognizes revenues from construction contracts on the percentage-of-completion method, measured by the percentage of cost incurred to date to estimated total cost for each contract.
         
Current assets
  $ 9,656,710  
Other assets
    11,584,593  
Current liabilities
    21,096,868  
Equity
    144,435  
Contract revenues
    27,237,126  
Contract expenses
    23,418,416  
Other income
    40,378  
Net income
    3,859,088  

 


 

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC
COMBINED NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2009
Note D — NOTES PAYABLE TO BANK AND LONG-TERM DEBT:
The Company has a line of credit agreement with NBSC for an open ended credit of $5,500,000. The agreement provides for variable interest to accrue at the banks prime interest rate with interest paid monthly. The line is secured by accounts receivable and property and equipment of the Company. The Company did not draw on the line in 2009. The line is due to renew on May 22, 2010.
Long-term debt at December 31, 2009 is as follows:
         
Note payable, NBSC, LIBOR plus 230 basis points, due in monthly installments of $83,335, plus interest, through November 2016, secured by accounts receivable and property, plant and equipment of the Company. The interest rate at December 31, 2009 was 4.92%.
  $ 6,833,270  
 
       
Obligations under Capital Leases, 1.861% to 2.806% interst rate, due in monthly rental payments, each vehicle lease for a minimum of 367 days, secured by vehicle.
    759,282  
 
       
Less current portion long-term note payable
    ( 1,000,020 )
 
     
 
       
 
  $ 6,592,532  
 
     
The line and note payable are subject to various covenants with the Bank. As of December 31, 2009 the Company was in compliance with or had received waivers for compliance with these Bank loan covenants.
The five year maturity of long-term debt and future minimum lease payments under capital leases as of December 31, 2009, is as follows:
           
Year Ending      
December 31     Amount  
2010
  $ 1,340,322  
2011
    1,236,104  
2012
    1,157,601  
2013
    1,025,335  
2014
    1,000,020  
Thereafter
    1,833,170  
 
     
 
       
 
  $ 7,592,552  
 
     

 


 

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC
COMBINED NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2009
Note E — DEFERRED INCOME TAXES:
The provision for income taxes for the year ended December 31, 2009 consists of the following:
         
Income tax expense
  $ 1,160,006  
Deferred income tax expense
    853,638  
 
     
Provision for income tax
  $ 2,013,644  
 
     
The tax effects of temporary differences and carry forwards that give rise to significant portions of deferred tax assets and liabilities consist of the following:
 
Deferred tax assets:
       
Trade and other payables
  $ 3,071,126  
Billings in excess
    1,629,337  
Liabilities and reserves
    410,552  
 
     
Total
  $ 5,111,015  
 
     
 
       
Deferred tax liabilities
       
Trade receivables
  $ 7,495,893  
Prepaid expenses
    212,893  
Cost in excess
    333,301  
Property, plant & equipment
    886,601  
 
     
Total
  $ 8,928,688  
 
     
 
       
Deferred tax Liability
  $ 3,817,673  
 
     
The Income Taxes Topic of the FASB Accounting Standards Codification requires the following disclosure of the Company’s total deferred tax assets and liabilities:
                         
    Federal     State     Total  
Deferred short-term tax liabilities
  $ 7,308,170     $ 981,731     $ 8,289,901  
Deferred short-term tax assets
    ( 4,160,311 )     ( 558,868 )     ( 4,719,179 )
 
                 
Net short-term deferred tax liabilities
    3,147,859       422,862       3,570,721  
 
                       
Deferred long-term tax liabilities
    563,138       75,648       638,786  
Deferred long-term tax assets
    ( 345,431 )     ( 46,403 )     ( 391,834 )
 
                 
Net long-term deferred tax assets
    217,707       29,245       246,952  
 
                       
 
                 
Net deferred tax liability
  $ 3,365,566     $ 452,107     $ 3,817,673  
 
                 

 


 

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC
COMBINED NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2009
Note E — DEFERRED INCOME TAXES (Continued):
The Income Taxes Topic of the FASB Accounting Standards Codification is based on the assumption that tax laws and financial accounting standards differ in their recognition and measurement of assets, liabilities, equity, revenues, expenses, gains and losses. Therefore, differences may arise between the amount of taxable income and accrual basis financial income for a given year. Additionally, the use of accelerated methods of depreciation for tax purposes results in temporary differences in the bases of assets or liabilities as reported in the financial statements.
Note F — RETIREMENT PLANS (PSP):
The Company has established a Profit Sharing Plan with a 401(k) provision for its employees. The employees elect on an individual basis to participate in the plan. The Company’s contributions to the plan are voluntary. The Company elected to make a cash contribution of $568,791 for the year ended December 31, 2009.
Note G — RELATED PARTIES:
The Company rents, on a fixed term basis, office space in buildings owned by officers-stockholders of the Company. The Company made payments of $1,632,584 for this office space. The Company has a receivable of $162,405 from two of its officer shareholders.
Note H — OPERATING LEASES:
Rental expense for the year ending December 31, 2009 is as follows:
         
Related parties
  $ 1,632,584  
Paid to others
    2,079,080  
 
     
 
  $ 3,711,664  
 
     
The future minimum rentals under operating leases with a remaining lease term of greater than one year are as follows:
           
Year Ended      
December 31,     Amount  
2010
  $ 3,713,273  
2011
    3,122,641  
2012
    2,542,405  
2013
    2,259,320  
2014
    2,194,519  
 
     
 
       
 
  $ 13,832,158  
 
     

 


 

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC
COMBINED NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2009
Note I — INTERCOMPANY ELIMINATIONS:
The following amounts have been eliminated from the balance sheet and statement of income in order to prepare the combined financial statements.
                                 
    BALANCE SHEET     INCOME STATEMENT  
    Accounts     Accounts                
    Receivable     Payable             Consultant  
    Affiliate     Affiliate     Fees Earned     Fees  
THE LPA GROUP, INCORPORATED
  $ 48,104     $ 164,053     $ 91,867,134     $ 28,076,553  
 
                               
THE LPA GROUP OF N.C., P.A.
    164,053             14,279,498       14,279,498  
 
                               
THE LPA DESIGN GROUP, INC.
          20,891              
 
                               
THE LPA GROUP, P.C.
          14,971              
 
                               
HORIZON ARCHITECTS, P.C
          5,067       104,312       104,312  
 
                               
LPACIFIC GROUP INCORPORATED
          5,786              
 
                               
THE LPA GROUP OF CANADA, INC.
          1,389              
 
                               
 
                       
TOTAL
    212,157       212,157       106,250,944       42,460,363  
 
                               
ELIMINATING
    (212,157 )     (212,157 )     (14,383,810 )     (14,383,810 )
 
                       
BALANCE PER CONSOLIDATED STATEMENTS
  $     $     $ 91,867,134     $ 28,076,553  
 
                       
Note J — COMMITMENTS AND CONTINGENCES:
In the ordinary course of business, the Company has, from time to time, become a party to legal claims and disputes. At December 31, 2009, management is not aware of any pending or threatened litigation, or unasserted claims that would result in losses that would be material to the financial statements. The Company’s management in consultation with its legal counsel has recorded a reserve in the financial statements based upon its estimate of known claims.

 


 

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC
COMBINED NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2009
Note K — TREASURY STOCK TRANSACTION
During 2009 the Company reacquired $139,160 of common stock from two principals of the Company.
Note L — SHARE BASED COMPENSATION
The Company adopted the Equity Topic and the Compensation-Retirement Benefits Topic of the FASB Accounting Standards Codification effective January 1, 2006. The cost of employee services acquired through these Share-Based Compensation transactions have been recognized in the financial statements. The fair value exercise price is determined annually based upon a weighted average formula of the prior three audited financial statements. The shares vest over a three year period from date of issue. As of December 31, 2009 shares issued were not fully vested. The amount expensed in 2009 as compensation was $530,902 with an accrued liability of $627,782.
As of December 31, 2009, the Company had a fixed price stock option plan under which a single principal may exercise stock options granted for up to 22,274 shares as follows: 10,331 shares in 2010, 3,714 shares in 2011, 4,114 shares in 2012 and 4,115 shares in 2013. The exercise price was fixed in 2004. The plan requires the Company to issue additional shares of stock equal to one-fourth of the shares exercised on the issuing four anniversary dates of the stock exercised. The only contingency for issuance of these additional shares is the continued employment of the principal. As of December 31, 2009 the Company has a contingent liability to issue 2,322 shares as follows: 774 shares in 2010, 774 shares in 2011, 516 shares in 2012 and 258 shares in 2013.
If a change of control of the Company were to occur the exercise rights for future periods would lapse and in exchange the Company would issue 740 shares for each year or partial year that the principal was employed from January 2005 for a maximum of 10 years (7,740 shares). Additionally, with a change of control, the Company is required to issue an equal number of shares that would have been issued had the change of control not occurred and the principal had been employed for a period of four years beyond the fourth anniversary of the last rights exercised by the principal.
Note M — DISTINGUISHING LIABILITIES FROM EQUITY
The Company has adopted the Distinguishing Liabilities from Equity Topic of the FASB Accounting Standards Codification as of January 1, 2006. The Company has a potential liability to repurchase the outstanding shares of those shareholders who are signors of the 2004 shareholder agreement. This agreement covers less than 12% of the outstanding shares of the Company stock issued as of December 31, 2009. This agreement requires the Company to repurchase a covered shareholder’s shares at the most recent stock valuation in the event of a shareholder’s death or disability. The Company believes this potential obligation to be immaterial and has not recorded a liability.

 


 

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC
COMBINED NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2009
Note N — CONTRACTS RECEIVABLE
         
Contracts receivable billed
       
Completed contracts
  $ 365,040  
Contracts in progress
    11,271,653  
Unbilled revenue
    8,031,802  
Retainage receivable
    381,823  
 
     
 
    20,050,318  
Less: Allowances for doubtful collections
    ( 234,506 )
 
     
 
  $ 19,815,812  
 
     
Note O — COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS
         
Costs incurred on uncompleted contracts
  $ 154,201,699  
Estimated earnings
    117,466,637  
 
     
 
    271,668,336  
Less: Billings to date
    275,130,617  
 
     
 
  $ ( 3,462,281 )
 
     
Included in accompanying balance sheet under the following captions:
       
Costs and estimated earnings in excess of billings on uncompleted contracts
  $ 890,394  
Billings in excess of costs and estimated earnings on uncompleted contracts
    ( 4,352,675 )
 
     
 
  $ ( 3,462,281 )
 
     
Note P — CONTRACT BACKLOG
         
Total contracts amount
  $ 498,877,658  
Less
       
Completed contracts
    103,256,360  
Contracts in progress at year-end
    271,668,336  
 
     
 
       
Remaining contract backlog
  $ 123,952,962  
 
     

 


 

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P.A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC
COMBINED NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2009
Note Q — EARNINGS FROM CONTRACTS
                                                 
    For the year ended December 31, 2009     From inception to December 31, 2008  
                    Project                     Project  
                    Margin                     Margin  
            Costs of     Before             Costs of     Before  
    Revenues     Revenues     Overhead     Revenues     Revenues     Overhead  
    Earned     Earned     Expenses     Earned     Earned     Expenses  
     
Contracts completed during the year
    4,208,683       2,001,635       2,207,048       99,047,677       59,395,236       39,652,441  
 
                                               
Contracts in progress at year-end
    87,658,451       50,310,838       37,347,613       177,262,675       103,890,861       73,371,814  
               
 
    91,867,134       52,312,473       39,554,661       276,310,352       163,286,097       113,024,255  
               
Note R — RECENT ACCOUNTING PRONOUNCEMENTS
In June 2009, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance codifying Generally Accepted Accounting Principles in the United States (“GAAP”). The Codification did not change GAAP but reorganizes the literature. The Company adopted the new Codification when referring to GAAP on December 31, 2009. The adoption of this authoritative guidance did not have a material impact on the Company’s consolidated financial statements.
In May 2009, the FASB issued authoritative guidance that incorporates guidance into accounting literature that was previously addressed only in auditing standards and is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The Company adopted this authoritative guidance on December 31, 2009. This guidance did not have a material impact on the Company’s consolidated financial statements.
Note S — SUBSEQUENT EVENTS
The Company has issued as of March 25, 2010 an additional 20,138 shares of stock. These shares are subject to the share-holder agreement with 12,973 of the shares are being issued as share based compensation of which 10,331 shares were issued under the fixed price stock option plan.
As required by the Subsequent Events Topic of the FASB Accounting Standards Codification, management has considered subsequent events through March 25, 2010, the date of issuance, in preparing the financial statements and notes hereto.


 

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P. A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC
SUPPLEMENTARY DATA
COMBINED SCHEDULE OF DIRECT EXPENSES
YEAR ENDED DECEMBER 31, 2009
         
Direct Labor
  $ 21,544,610  
Consultants
    28,076,553  
Communications
    54,343  
Lodging
    395,829  
Meals
    217,102  
Other Project Expenses
    171,552  
Postage/Express Mail
    96,191  
Printing and Reproduction
    501,188  
Project Supplies
    69,928  
Temporary Help
    19,558  
Transportation
    1,165,619  
 
     
 
       
Total Direct Expenses
  $ 52,312,473  
 
     

 


 

THE LPA GROUP INCORPORATED,
THE LPA GROUP OF NORTH CAROLINA, P. A., THE LPA GROUP, P.C.,
THE LPA DESIGN GROUP, INC., HORIZON ARCHITECTS, P.C.,
LPACIFIC GROUP INCORPORATED, AND THE LPA GROUP OF CANADA INC
SUPPLEMENTARY DATA
COMBINED SCHEDULE OF INDIRECT EXPENSES
YEAR ENDED DECEMBER 31, 2009
         
Indirect Labor
  $ 18,192,320  
Advertising
    29,766  
Bad Debt Expenses
    33,500  
Business Meetings
    387,520  
Computer Expenses
    890,687  
Firm Functions
    53,546  
Contributions
    31,025  
Depreciation
    947,515  
Dues and Subscriptions
    136,793  
Employee Benefits
    36,654  
Equipment Lease
    85,440  
Insurance
    2,708,812  
Litigation Expense
    122,954  
Lodging
    362,456  
Marketing
    78,137  
Meals
    59,739  
Office Supplies and Postage
    324,359  
Other
    247,043  
Bank Charges
    13,621  
Penalties
    758  
Printing and Reproduction
    121,669  
Professional Fees
    572,315  
Recruiting
    30,235  
Registrations
    172,910  
Rent
    3,711,664  
Repairs and Maintenance
    310,832  
Retirement
    568,791  
Sponsorships
    167,268  
Supplies
    354,754  
Taxes and Licenses
    224,490  
Taxes — Payroll
    2,660,834  
Telephone
    610,956  
Temporary Help
    134,915  
Transportation
    880,748  
 
     
 
       
Total Indirect Expenses
  $ 35,265,026