Attached files

file filename
8-K/A - 8-K/A - Willdan Group, Inc.a15-7349_18ka.htm
EX-99.4 - EX-99.4 - Willdan Group, Inc.a15-7349_1ex99d4.htm
EX-23.2 - EX-23.2 - Willdan Group, Inc.a15-7349_1ex23d2.htm
EX-99.9 - EX-99.9 - Willdan Group, Inc.a15-7349_1ex99d9.htm
EX-99.5 - EX-99.5 - Willdan Group, Inc.a15-7349_1ex99d5.htm
EX-99.6 - EX-99.6 - Willdan Group, Inc.a15-7349_1ex99d6.htm
EX-99.7 - EX-99.7 - Willdan Group, Inc.a15-7349_1ex99d7.htm
EX-99.8 - EX-99.8 - Willdan Group, Inc.a15-7349_1ex99d8.htm
EX-99.1 - EX-99.1 - Willdan Group, Inc.a15-7349_1ex99d1.htm
EX-23.1 - EX-23.1 - Willdan Group, Inc.a15-7349_1ex23d1.htm
EX-99.3 - EX-99.3 - Willdan Group, Inc.a15-7349_1ex99d3.htm

Exhibit 99.2

 

360 ENERGY ENGINEERS, LLC

LAWRENCE, KANSAS

 

FINANCIAL STATEMENTS

 

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

 

AND

 

INDEPENDENT ACCOUNTANTS REVIEW’ REPORT

 

 

A Professional Association · Certified Public Accountant

 



 

360 ENERGY ENGINEERS, LLC

Lawrence, Kansas

 

TABLE OF CONTENTS

 

 

Page

Independent Accountants’ Review Report on Financial Statements

1

 

 

Balance Sheet

2

 

 

Statement of Income and Retained Earnings

3

 

 

Statement Cash Flow

4

 

 

Notes to Financial Statements

5 - 9

 



 

 

To the Partners of

360 Energy Engineers LLC

 

INDEPENDENT ACCOUNTANT’S REVIEW REPORT ON FINANCIAL STATEMENTS

 

We have reviewed the accompanying balance sheet of 360 Energy Engineers, LLC as of September 30, 2013, and the related statements of income and retained earnings and cash flows for the nine months then ended. A review includes primarily applying analytical procedures to management’s financial data and making inquiries of Company management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the financial statements as a whole. Accordingly, we do not express such an opinion.

 

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America and for designing, implementing, and maintaining internal control relevant to the preparation and fair presentation of the financial statements.

 

Our responsibility is to conduct the review in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. Those standards require us to perform procedures to obtain limited assurance that there are no material modifications that should be made to the financial statements. We believe that the results of our procedures provide a reasonable basis for our report.

 

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for the nine months ended September 30, 2013, in order for them to be in conformity with accounting principles generally accepted in the United States of America.

 

 

/s/ Kohart Accounting, PA

 

 

 

Kohart Accounting, PA

 

A Professional Association

 

 

 

January 5, 2015

 

 

901 Kentucky · Suite 301 · Lawrence, Kansas 66044 · Phone: 785.856.2882 · Fax: 785.856.2284 · www.kohartaccounting.com

 



 

360 ENERGY ENGINEERS, LLC

 

BALANCE SHEET

As of September 30, 2013

 

ASSETS

 

 

 

 

Current Assets

 

 

 

Cash

 

$

886,003

 

Accounts receivable

 

 

 

Due on contracts, including retainage

 

538,589

 

Costs and estimated earnings in excess of billings on uncompleted contracts

 

301,177

 

Prepaid expenses and deposits

 

10,780

 

Marketable securities

 

588,036

 

Total current assets

 

2,324,585

 

 

 

 

 

Property, Plant and Equipment

 

 

 

Property, plant, and equipment

 

46,620

 

Less accumulated depreciation

 

(11,406

)

Total property, plant and equipment

 

35,214

 

 

 

 

 

Total Assets

 

$

2,359,799

 

 

 

 

 

LIABILITIES AND SHAREHOLDER’S EQUITY

 

 

 

 

Current Liabilities

 

 

 

Accounts payable

 

$

348,329

 

Billings in excess of costs and estimated earnings on uncompleted contracts

 

35,723

 

Accrued payroll, withholding and payroll taxes

 

41,172

 

Total current liabilities

 

425,224

 

 

 

 

 

Shareholder’s Equity

 

 

 

Paid in capital

 

50,867

 

Accumulated other comprehensive income

 

(23,662

)

Retained earnings

 

1,907,370

 

Total shareholder’s equity

 

1,934,575

 

 

 

 

 

Total liabilities and shareholder’s equity

 

$

2,359,799

 

 

The accompanying notes are an integral part of these statements.

 

2



 

360 ENERGY ENGINEERS, LLC

 

STATEMENT OF INCOME AND RETAINED EARNINGS

For the nine months ended September 30, 2013

 

Earned revenues

 

$

5,816,437

 

Costs of earned revenues

 

3,436,728

 

 

 

 

 

Gross margin

 

2,379,709

 

 

 

 

 

Selling, General, and Administrative Expenses

 

976,845

 

 

 

 

 

Earnings from operations

 

1,402,864

 

 

 

 

 

Other income (expense)

 

 

 

Interest income

 

274

 

Dividend and capital gain income

 

12,695

 

Grant income

 

8,354

 

Investment fees

 

(4,615

)

Total other income

 

16,708

 

 

 

 

 

Net Income

 

1,419,572

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

Unrealized loss on available-for-sales securities

 

(19,829

)

 

 

 

 

Total Comprehensive Income

 

1,399,744

 

 

 

 

 

Shareholder’s Equity, January 1

 

1,143,453

 

 

 

 

 

Dividends Paid

 

(659,489

)

 

 

 

 

Shareholder’s Equity, September 30

 

1,883,708

 

 

The accompanying notes are an integral part of these statements.

 

3



 

360 ENERGY ENGINEERS, LLC

 

STATEMENT OF CASH FLOW

For the nine months ended September 30, 2013

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

Total comprehensive income

 

$

1,399,744

 

Adjustments to reconcile net income to net cash provided by operations:

 

 

 

Depreciation

 

5,897

 

Unrealized loss(gain)

 

19,829

 

(Increase) decrease in current assets

 

 

 

Accounts receivable - Contracts, including retainage

 

(384,083

)

Costs and estimated earnings in excess of billings on uncompleted contracts

 

(245,059

)

Prepaid expenses

 

(9,402

)

Increase (decrease) in current liabilities

 

 

 

Accounts payable

 

316,947

 

Billings in excess of costs and estimated earnings on uncompleted contracts

 

35,723

 

Accrued payroll, withholding, and payroll taxes

 

19,313

 

NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES

 

1,158,909

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

Purchase of marketable securities

 

(95,000

)

Reinvestment of investment income, net of fees

 

(8,080

)

Purchase of property, plant and equipment

 

(28,478

)

NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES

 

(131,558

)

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

Additional Paid in Capital

 

 

Dividends paid

 

(659,489

)

NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES

 

(659,489

)

 

 

 

 

NET INCREASE (DECREASE) IN CASH

 

367,862

 

 

 

 

 

CASH AT BEGINNING OF PERIOD

 

518,141

 

 

 

 

 

CASH AT END OF PERIOD

 

$

886,003

 

 

The accompanying notes are an integral part of these statements.

 

4



 

360 ENERGY ENGINEERS, LLC

Lawrence, Kansas

 

NOTES TO FINANCIAL STATEMENTS

 

Note 1 — Summary of Significant Accounting Policies

 

Company Activities and Operating Cycle — The Company is engaged in the energy services industry. A majority of its contracts are fixed-price type contracts that are completed within a year, although some may extend over one or more years.

 

Cash and Cash Equivalents — For the purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.

 

Revenue Recognition — The Company’s revenue is derived primarily form providing engineering services under fixed-fee arrangements. The revenue is recognized on the percentage-of-completion method, measured by the proportion of costs incurred to date to estimated total costs for each job. This method is used because management considers costs incurred to be the best available measure of progress on jobs in process.

 

The costs of jobs in process include all direct material and labor costs and those indirect costs related to job performance. Selling, general and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted jobs are made in the period in which the revisions are determined. The costs of jobs in process are charged to earnings on the percentage-of-completion method used to recognize revenues.

 

The asset “Costs and estimated earnings in excess of billings on uncompleted contracts,” represent revenues recognized in excess of amounts billed. The liability “Billings in excess of costs and estimated earnings on uncompleted contracts,” represent billings in excess of revenues recognized.

 

Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during that reporting period. Actual results could differ from those estimates.

 

S Corporation — Income Tax Status — The Company is organized as a Limited Liability Company in the State of Kansas, with the consent of its members, the Company has elected under the Internal Revenue Code to be an S Corporation. In lieu of corporate income taxes, the shareholders of an S Corporation are taxed on their proportionate share of the Company’s taxable income. Therefore, no provision or liability for federal income taxes has been included in the financial statements.

 

Advertising — The Company expense advertising production costs as they are incurred and advertising communication costs the first time the advertising takes place.

 

5



 

360 ENERGY ENGINEERS, LLC

Lawrence, Kansas

 

NOTES TO FINANCIAL STATEMENTS

 

Note 1 — Summary of Significant Accounting Policies (continued)

 

Trade Accounts Receivable — Trade accounts receivables are reported at the amount management expects to collect from outstanding balances. Differences between the amount due and the amount management expects to collect are reported in the results of operations of the year in which those differences are determined, with an offsetting entry to a valuation allowance for trade accounts receivable. Balances that still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to trade accounts receivable. Based on management’s assessment of the credit history with customers having outstanding balances and current relationships with them, it has concluded that accounts receivable is fully collectible; accordingly, no allowance for doubtful accounts is required.

 

Investments — The Company classifies its marketable securities as “available for sale.” Securities classified as “available for sale” are carried in the financial statements at fair value. Realized gains and losses, determined using the first-in, first-out (FIFO) method, are included in earnings; unrealized holding gains and losses are reported in other comprehensive income.

 

Fair value measurements - The Company has adopted the provisions of FASB ASC 320-10. Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the “exit price”) in an orderly transaction between market participants at the measurement date.

 

In determining the fair value, the Company uses Level 1 valuation as defined in FASB ASC 320-10. Level 1 valuations are based on quoted prices in active markets for identical assets or liabilities that the Association has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

 

Note 2 — Concentration of Credit Risk

 

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of temporarily cash investments, accounts receivable due on contracts and costs and estimated earnings in excess of billings on uncompleted contracts. The company places its temporary cash investments with a financial institution; however for the nine months ended September 30, 2013, the Company had not limited its credit exposure with this financial institution for temporary cash investments in excess of FDIC depository insurance and repurchase agreements from the financial institution secured by securities guaranteed by the United States of America. The Company’s credit exposure for the nine months ended September 30, 2014 was $1,235,289.

 

The Company’s customers are mainly located within an approximate radius of 500 miles of Lawrence, Kansas. The Company is exposed to a regional concentration of credit risk in accounts receivable due on contracts in the amount of $474,569 as of September 30, 2013, and costs and estimated earnings in excess of billings in uncompleted contracts in the amount of $301,177 as of September 30, 2013.

 

6



 

360 ENERGY ENGINEERS, LLC

Lawrence, Kansas

 

NOTES TO FINANCIAL STATEMENTS

 

Note 3 — Trade Accounts Receivable

 

Amounts due on contracts as of September 30, 2013, were as follows:

 

Completed contracts

 

$

64,020

 

Progress billing on uncompleted contracts

 

474,569

 

Retainage

 

 

 

 

$

538,589

 

 

Note 4 — Investments

 

Available-for-sale securities are carried in the financial statement at fair value. Net unrealized holding losses on available-for-sale securities in the amount of $23,662 as of September 31, 2013, have been included in accumulated other comprehensive income.

 

The Company’s investment in marketable equity securities consists primarily of investment in open/closed end mutual funds. The unrealized losses does not impend on the Company’s evaluation of the fair value assessment to be other-than-temporary and the Company’s intent and ability to hold these investments for a reasonable period of time sufficient for a forecasted recovery of fair value at September 30,2013.

 

Note 5 — Contracts in Progress

 

Information relative to contracts in progress as of September 30, 2013 is as follows:

 

Expenditures on uncompleted contracts

 

$

3,462,437

 

Estimated net earnings

 

1,154,146

 

 

 

4,616,583

 

Less billings to date

 

(4,351,129

)

 

 

 

 

Billings over (under) costs and estimated earnings

 

$

265,454

 

 

 

 

 

Included in accompanying financial statements in:

 

 

 

 

 

 

 

Cost and estimated earnings in excess of billings on uncompleted contracts

 

$

301,177

 

Billings in excess of costs and estimated earnings on uncompleted contracts

 

35,723

 

 

 

 

 

 

 

$

265,454

 

 

7



 

360 ENERGY ENGINEERS, LLC

Lawrence, Kansas

 

NOTES TO FINANCIAL STATEMENTS

 

Note 6 — Property, Plant, and Equipment

 

Construction equipment, vehicles and office equipment are recorded at cost and are depreciated over their estimated useful lives on the straight-line method. Lives vary from 5 to 7 years for equipment and vehicles. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in income for the period. The cost of maintenance and repairs is charged to expense as incurred, significant renewals and betterments are capitalized. The depreciation expense for the nine months ended September 30, 2013 was $5,897.

 

Property, plant and equipment consisted of the following at September 30, 2013:

 

Office Equipment

 

$

33,620

 

Vehicles

 

13,000

 

Accumulated Depreciation

 

(11,406

)

 

 

 

 

 

 

$

35,214

 

 

Note 7 — Paid-in Capital

 

Prior to January 1, 2001, the Company accounted for capital as a partnership. Effective January 1, 2001, the capital amount was reclassified as paid-in capital in order to be consistent with the Company’s current treatment as a subchapter S corporation.

 

Note 8 — Profit Sharing Plan

 

The Company provides a 401(k) retirement plan for its employees. At the option of the Company, it may contribute a discretionary percentage to the plan following year-end.

 

Note 9 — Operating Leases

 

On April 15, 2011, the Company entered into a two-year lease, to operate at 2029 Becker Drive, Suite 206 in Lawrence, Kansas, commencing June 1, 2011, and continuing through May 31, 2013. The lease was extended for 1 year with an expiration date of May 31, 2014. Rent expense under the lease agreement for the nine months ended September 30, 2013 totaled $12,834.

 

On March 11, 2013, the Company entered into a five-year lease to operate at 8871 Ridgeline Blvd, Suite 260 in Denver, Colorado, commencing April 1, 2013, and continuing through March 31, 2016. Rent expense under the lease agreement for the nine months ended September 30, 2013 totaled $9,063.

 

8



 

360 ENERGY ENGINEERS, LLC

Lawrence, Kansas

 

NOTES TO FINANCIAL STATEMENTS

 

Note 9 — Operating Leases (continued)

 

Future minimum payments are as follows:

 

 

 

Lawrence

 

Denver

 

 

 

 

 

 

 

2013

 

$

4,278

 

$

4,532

 

2014

 

7,130

 

18,881

 

2015

 

 

19,888

 

2016

 

 

5,035

 

 

 

 

 

 

 

 

 

$

11,408

 

$

48,335

 

 

Note 8 — Guarantee of Contract Performance

 

No more than 18 months following the completion of each project, the Company shall provide the customer a savings report identifying the Actual Energy Savings achieved during a period of 12 consecutive months during the period following the completion.

 

In the event that the Actual Energy Savings falls short of the specific contract’s Energy Savings Guarantee, the Company shall reimburse the customer for the full amount of the difference between the Actual Energy Savings and the Energy Savings Guarantee, as described in the specific contract. Based on the information gathered as part of it monitoring of risks, the Company believes there is only a remote possibility the Actual Energy Savings falls short of the specific contract’s Energy Savings Guarantee and the Company will be required to perform under the guarantee.

 

Note 10 — Subsequent Events

 

Subsequent events were evaluated through January 5, 2015, which is the date of financial statements were available to be issued.

 

As of the final subsequent event evaluation date, the Organization is in the process of being acquired by a publicly traded company. Also, in July 2014, the Organization entered into a new forty-month lease agreement to operate at 730 New Hampshire, Unit CU-2S in Lawrence, Kansas, commencing August 1, 2014.

 

Note 11 — Risk Management

 

The Company is exposed to various risks of loss related to limited torts; theft of, damage to and destruction of assets; errors and omissions and natural disasters for which the Company carries commercial insurance. There have been no significant reductions in coverage from the prior year and settlements have not exceeded coverage.

 

9