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8-K/A - 8-K/A - Willdan Group, Inc.a15-7349_18ka.htm
EX-99.2 - EX-99.2 - Willdan Group, Inc.a15-7349_1ex99d2.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-99.6 - 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 99.5

 

ABACUS RESOURCE MANAGEMENT COMPANY

 

FINANCIAL STATEMENTS

 

For the Nine Months Ended September 30, 2014

 

 



 

CONTENTS

 

 

Page

 

 

INDEPENDENT ACCOUNTANTS’ REVIEW REPORT

1

 

 

FINANCIAL STATEMENTS

 

 

 

BALANCE SHEET

2-3

 

 

STATEMENT OF INCOME

4

 

 

STATEMENT OF RETAINED EARNINGS

5

 

 

STATEMENT OF CASH FLOWS

6

 

 

NOTES TO FINANCIAL STATEMENTS

7-11

 



 

David A. Kuykendall, CPA

Thomas H. Hamann, JD/CPA

Amy D. Johnson, CPA

Carrie N. Kuykendall, CPA

 

Phone: (503) 656-1405

 

Fax: (503) 655-7505

 

INDEPENDENT ACCOUNTANTS’ REVIEW REPORT

 

To the Stockholders

Abacus Resource Management Company

 

We have reviewed the accompanying balance sheet of Abacus Resource Management Company (a Corporation) as of September 30, 2014 and the related statements of income, 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 Corporation 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 issues 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 in order for them to be in conformity with accounting principles generally accepted in the United States of America.

 

Kent, Kuykendall & Co., P.C.

 

/s/ Kent, Kuykendall & Co., P.C.

 

December 29, 2014

 



 

ABACUS RESOURCE MANAGEMENT COMPANY

BALANCE SHEET

September 30, 2014

 

ASSETS

 

 

 

 

 

CURRENT ASSETS

 

 

 

Cash in checking

 

$

361,069

 

Accounts receivable - trade

 

1,739,118

 

Retention receivable

 

432,602

 

Costs and estimated earnings in excess of billings on uncompleted contracts

 

428,172

 

 

 

 

 

TOTAL CURRENT ASSETS

 

2,960,961

 

 

 

 

 

PROPERTY AND EQUIPMENT, at cost

 

 

 

Equipment

 

92,615

 

Furniture and fixtures

 

23,667

 

Office and computer equipment

 

29,937

 

Vehicles

 

164,355

 

 

 

310,574

 

Less accumulated depreciation

 

(166,627

)

 

 

 

 

TOTAL PROPERTY AND EQUIPMENT

 

143,947

 

 

 

 

 

OTHER ASSETS

 

 

 

Deposits

 

4,602

 

 

 

 

 

TOTAL ASSETS

 

$

3,109,510

 

 

Continued on next page.

 

See accompanying notes and independent accountants’ review report.

 

2



 

ABACUS RESOURCE MANAGEMENT COMPANY

BALANCE SHEET (Continued)

September 30, 2014

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

Accounts payable - trade

 

$

1,230,910

 

Retention payable

 

389,921

 

Billings in excess of costs and estimated earnings on uncompleted contracts

 

74,702

 

Sales tax payable

 

117,845

 

Current maturities of long-term debt

 

25,713

 

 

 

 

 

TOTAL CURRENT LIABILITIES

 

1,839,091

 

 

 

 

 

LONG-TERM LIABILITIES

 

 

 

Notes payable - stockholders

 

40,000

 

Long-term debt, net of current maturities

 

47,255

 

 

 

 

 

TOTAL LONG-TERM LIABILITIES

 

87,255

 

 

 

 

 

TOTAL LIABILITIES

 

1,926,346

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

Common stock, no par value, 2,000 shares authorized and issued

 

2,000

 

Retained earnings

 

1,181,164

 

 

 

 

 

TOTAL STOCKHOLDERS’ EQUITY

 

1,183,164

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

3,109,510

 

 

See accompanying notes and independent accountants’ review report.

 

3



 

ABACUS RESOURCE MANAGEMENT COMPANY

STATEMENT OF INCOME

For the Nine Months Ended September 30, 2014

 

 

 

Amount

 

Percent

 

 

 

 

 

 

 

CONTRACT REVENUES

 

$

7,440,272

 

100.0

%

 

 

 

 

 

 

CONTRACT COSTS

 

 

 

 

 

Subcontractors

 

5,460,186

 

73.4

 

Labor

 

538,408

 

7.2

 

Materials and equipment

 

8,755

 

0.1

 

Construction bond fees

 

110,134

 

1.5

 

Travel

 

17,879

 

0.2

 

Permits and fees

 

19,076

 

0.3

 

 

 

 

 

 

 

TOTAL CONTRACT COSTS

 

6,154,438

 

82.7

 

 

 

 

 

 

 

GROSS PROFIT FROM CONTRACTS

 

1,285,834

 

17.3

 

 

 

 

 

 

 

GENERAL AND ADMINISTRATIVE EXPENSES

 

 

 

 

 

Auto expense

 

22,100

 

0.3

 

Business development and warranty

 

24,381

 

0.3

 

Rent

 

55,104

 

0.7

 

Office expense

 

11,503

 

0.1

 

Insurance and bonds

 

21,794

 

0.3

 

Payroll expenses

 

217,673

 

2.9

 

Taxes - other

 

29,323

 

0.4

 

Telephone and internet

 

13,314

 

0.2

 

Travel

 

9,758

 

0.1

 

Depreciation

 

48,994

 

0.6

 

Professional services

 

22,253

 

0.3

 

Business meals and entertainment

 

4,058

 

0.1

 

Computer expenses

 

26,523

 

0.4

 

Dues and subscriptions

 

850

 

 

Licenses and permits

 

636

 

 

Small equipment

 

11,378

 

0.2

 

Advertising

 

12,624

 

0.2

 

Miscellaneous

 

5,297

 

0.1

 

TOTAL GENERAL AND ADMINISTRATIVE EXPENSES

 

537,563

 

7.2

 

 

 

 

 

 

 

TOTAL OPERATING INCOME

 

748,271

 

10.1

 

 

 

 

 

 

 

OTHER EXPENSE

 

 

 

 

 

Interest expense

 

2,859

 

(0.1

)

 

 

 

 

 

 

TOTAL OTHER EXPENSE

 

2,859

 

(0.1

)

 

 

 

 

 

 

NET INCOME

 

$

745,412

 

10.0

%

 

See accompanying notes and independent accountants’ review report.

 

4



 

ABACUS RESOURCE MANAGEMENT COMPANY

STATEMENT OF RETAINED EARNINGS

For the Nine Months Ended September 30, 2014

 

RETAINED EARNINGS JANUARY 1, 2014

 

$

975,752

 

 

 

 

 

NET INCOME FOR PERIOD

 

745,412

 

 

 

 

 

STOCKHOLDERS’ DISTRIBUTIONS

 

(540,000

)

 

 

 

 

RETAINED EARNINGS SEPTEMBER 30, 2014

 

$

1,181,164

 

 

See accompanying notes and independent accountants’ review report.

 

5



 

ABACUS RESOURCE MANAGEMENT COMPANY

STATEMENT OF CASH FLOWS

For the Nine Months Ended September 30, 2014

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

Net income

 

$

745,412

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

Depreciation

 

48,994

 

Increase in accounts receivable

 

(1,244,649

)

Increase in retention receivable

 

(85,638

)

Increase in costs and estimated earnings in excess of billings on uncompleted contracts

 

(230,357

)

Increase in accounts payable

 

719,265

 

Increase in retention payable

 

250,824

 

Decrease in billings in excess of costs and estimated earnings on uncompleted contracts

 

(61,276

)

Increase in sales tax payable

 

116,939

 

 

 

 

 

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

259,514

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

Purchase of property and equipment

 

(6,428

)

 

 

 

 

NET CASH USED BY INVESTING ACTIVITIES

 

(6,428

)

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

Payments on long-term debt

 

(18,471

)

Stockholders’ distributions

 

(540,000

)

 

 

 

 

NET CASH USED BY FINANCING ACTIVITIES

 

(558,471

)

 

 

 

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

 

(305,385

)

 

 

 

 

CASH AND CASH EQUIVALENTS, beginning

 

666,454

 

 

 

 

 

CASH AND CASH EQUIVALENTS, ending

 

$

361,069

 

 

See accompanying notes and independent accountants’ review report.

 

6



 

ABACUS RESOURCE MANAGEMENT COMPANY

NOTES TO FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2014

 

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Operations

 

Abacus Resource Management Company (ARMCO) is a full-service energy services company founded in 1986. ARMCO’s core business is identifying and implementing energy conservation projects for its clients throughout the Pacific Northwest.

 

Operating Cycle

 

Assets and liabilities related to long-term contracts are included in current assets and current liabilities in the accompanying balance sheets as they will be liquidated in the normal course of contract completion, although this may require more than one year.

 

Revenue and Cost Recognition on Construction Contracts

 

The Corporation recognizes revenues from construction contracts on the percentage-of-completion method, measured by the percentage of cost incurred to date to estimated total costs for each contract. This method is used because management considers total cost to be the best available measure of progress on the contracts.

 

Contract costs include all direct labor, material, subcontract costs, other direct costs and allocated indirect costs related to contract performance. Selling, general and administrative costs are charged to expense when incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability may result in revisions to costs and income and are recognized in the period in which the revisions are determined.

 

The asset, “Costs 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.

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Corporation considers cash and short-term investments with original maturities of three months or less to be cash equivalents.

 

The Corporation maintains all of its cash at one bank which, at times, is in excess of federally insured limits. Management monitors the soundness of this financial institution and feels the Corporation’s risk is negligible. The Corporation has not experienced any losses in such accounts.

 

Accounts Receivable

 

Accounts receivable have been recorded at full value with no provision for doubtful accounts. All accounts receivable are deemed collectible at September 30, 2014.

 

7



 

ABACUS RESOURCE MANAGEMENT COMPANY

NOTES TO FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2014

 

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Property and Equipment

 

Property and equipment are recorded at cost and include major expenditures which increase productivity or substantially increase useful lives.

 

Maintenance, repairs, and minor replacements are charged to expense when incurred. When equipment is sold or otherwise disposed of, the asset and related accumulated depreciation are removed from the accounts and any gain or loss is included in the statements of operations.

 

The cost of equipment is depreciated over the estimated useful lives of the related assets. Depreciation is computed using the straight-line method for financial reporting purposes. Estimated useful lives range from 3 to 5 years.

 

Advertising Costs

 

The Corporation expenses the cost of advertising as incurred. Total advertising costs expensed for the nine months ended September 30, 2014 were $12,624.

 

Income Taxes

 

Provisions for income taxes have not been provided because the stockholders elected to be treated as an S Corporation for income tax purposes. As such, the corporation income or loss and credits are passed to the stockholders and are combined with their other personal income and deductions to determine taxable income on their individual tax returns. In addition, accelerated depreciation methods are used for tax reporting purposes.

 

Use of Estimates

 

Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from these estimates. Management’s estimates and assumptions include, but are not limited to, estimates of contract revenue, costs and gross profit. Management’s estimates and assumptions are derived from and are continually evaluated based upon available information, judgment and experience.

 

Warranties

 

The Corporation provides a one-year warranty covering defects specific to its portion of contracts on construction projects. The warranty historically has not produced material costs; therefore, the Corporation does not accrue future estimated expense against current operations.

 

8



 

ABACUS RESOURCE MANAGEMENT COMPANY

NOTES TO FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2014

 

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Compensated Absences

 

Employees of the Corporation are entitled to paid vacation and paid sick days depending on job classification, length of service, and other factors. It is not practicable for the Corporation to estimate the amount of compensation for future absences. Accordingly, no liability for compensated absences has been recorded in the accompanying financial statements. The Corporation’s policy is to recognize the costs of compensated absences when actually paid to employees.

 

NOTE 2 — COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

 

Costs incurred on uncompleted contracts

 

$

8,920,349

 

Estimated earnings

 

2,877,179

 

 

 

11,797,528

 

Less billings to date

 

(11,444,058

)

 

 

$

353,470

 

Included in the accompanying balance sheet under the following captions:

 

 

 

 

 

 

 

Costs and estimated earnings in excess of billings on uncompleted contracts

 

$

428,172

 

Billings in excess of costs and estimated earnings on uncompleted contracts

 

(74,702

)

 

 

$

353,470

 

 

NOTE 3 — LEASING ARRANGEMENTS

 

The Corporation conducts its operations from facilities that are leased under a 39-month operating lease that will expire on July 31, 2015. The current monthly rent is $4,602 with a rent concession of $594 per month through July 1, 2014.

 

Future minimum rental payments required under the above operating lease from October 1, 2014 through the expiration of the lease on July 31, 2015 are $46,020.

 

Total rent expense under all operating leases was $55,104 for the nine months ended September 30, 2014.

 

9



 

ABACUS RESOURCE MANAGEMENT COMPANY

NOTES TO FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2014

 

NOTE 4 — LINE OF CREDIT

 

The Corporation has available a line of credit up to $500,000 with KeyBank National Association at an interest rate of prime plus 1.0%. The line is secured by all assets of the Corporation and the personal guarantees of the Corporation’s stockholders. At September 30, 2014, there was no balance due on the line of credit.

 

NOTE 5 — LONG-TERM DEBT

 

Long-term debt consists of the following:

 

 

 

 

 

Current

 

 

 

Total

 

Portion

 

Note payable to Toyota Motor Credit at $566.83 per month including interest at 3.99%. The note is secured by a 2008 Toyota Sequoia.

 

$

11,479

 

$

6,461

 

 

 

 

 

 

 

Note payable to Dodge Credit at $479.76 per month including interest at 5.75%. The note is secured by a 2011 Dodge Ram.

 

7,815

 

5,450

 

 

 

 

 

 

 

Note payable to TD Auto Finance at $652.44 per month including interest at 4.09%. The note is secured by a 2013 Dodge Charger.

 

22,646

 

7,034

 

 

 

 

 

 

 

Note payable to Chrysler Capital at $670.91 per month including interest at 4.59%. The note is secured by a 2014 Dodge Pickup.

 

31,028

 

6,768

 

 

 

$

72,968

 

$

25,713

 

 

Principal payments due on long-term debt using these payment amounts for subsequent years are as follows:

 

2015

 

$

25,713

 

2016

 

21,795

 

2017

 

15,050

 

2018

 

8,418

 

2019

 

1,992

 

 

 

 

 

 

 

$

72,968

 

 

NOTE 6 — STOCKHOLDERS’ EQUITY

 

The Corporation has 2,000 shares of authorized and issued no par stock with a stated value of $1.00 per share.

 

10



 

ABACUS RESOURCE MANAGEMENT COMPANY

NOTES TO FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2014

 

NOTE 7 — MAJOR CUSTOMERS AND RISK CONCENTRATIONS

 

Contract revenues consist primarily of contracts with public and non-profit entities located throughout Oregon and Washington.

 

Accounts receivable from one customer as of September 30, 2014 represents 71% of the total trade accounts receivable balance. The Corporation had two customers which made up approximately 74% of the contract revenues for the nine months ended September 30, 2014.

 

NOTE 8 — SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

The Corporation uses the indirect method for reporting cash flow.

 

Cash paid during the period for:

 

Interest

 

$

2,859

 

 

 

 

 

Excise taxes

 

$

150

 

 

NOTE 9 — SUBSEQUENT EVENTS

 

The Corporation has evaluated subsequent events through December 29, 2014, which is the date the financial statements were available to be issued.

 

As of the date of the financial statements, the Corporation was in ongoing negotiations for the sale of the entire Corporation.

 

11