Attached files

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8-K/A - AMENDMENT NO. 1 TO FORM 8-K - Pernix Group, Inc.prxg_8kz.htm
EX-99.1 - CONSOLIDATED FINANCIAL STATEMENTS - Pernix Group, Inc.prxg_ex99z1.htm
EX-23.1 - CONSENT OF INDEPENDENT AUDITORS - Pernix Group, Inc.prxg_ex23z1.htm
EX-99.3 - UNAUDITED PRO-FORMA CONDENSED COMBINED FINANCIAL STATEMENTS - Pernix Group, Inc.prxg_ex99z3.htm

Exhibit 99.2

 

KBR BUILDING GROUP, LLC

 

CONDENSED FINANCIAL STATEMENTS

For the quarterly period ended

March 31, 2015

(unaudited)

 

 


 

 

KBR BUILDING GROUP, LLC

CONDENSED FINANCIAL STATEMENTS

March 31, 2015

 

 

TABLE OF CONTENTS

 

 

 

 

CONDENSED FINANCIAL STATEMENTS

 

 

 

 Condensed Balance Sheets

2-3

 

 

 Condensed Statements of Operations

4

 

 

 Condensed Statements of Stockholder’s Equity

5

 

 

 Condensed Statements of Cash Flows

6

 

 

 Notes to Condensed Financial Statements

7-12

 

 

 

 

 

 

 

 


 

 

 

KBR BUILDING GROUP, LLC

CONDENSED BALANCE SHEETS

(In thousands, except share data)

 

 

 

 

 

 

March 31,

 

December 31,

 

2015

 

2014

 

(unaudited)

 

 

ASSETS

 

 

 

CURRENT ASSETS

 

 

 

Receivables:

 

 

 

Trade receivable, net of allowance for doubtful

accounts of $0 and $0

 $30,928 

 

 $37,788 

Other

246 

 

247 

Costs and estimated earnings in excess of billings on uncompleted contracts

29,620 

 

30,740 

Due from Parent and affiliates, net

46,035 

 

51,459 

Prepaid expenses and other

172 

 

133 

Total current assets

107,001 

 

120,367 

 

 

 

 

PROPERTY, PLANT, AND EQUIPMENT (AT COST)

 

 

 

Land and buildings

598 

 

598 

Equipment, furniture, and fixtures

488 

 

488 

 

1,086 

 

1,086 

Less accumulated depreciation

1,086 

 

1,086 

 

 

 

 

NET PROPERTY, PLANT, AND EQUIPMENT

- 

 

- 

 

 

 

 

INVESTMENT IN UNCONSOLIDATED AFFILIATES

1,370 

 

1,370 

 

 

 

 

OTHER ASSETS

123 

 

197 

 

 

 

 

TOTAL ASSETS

 $108,494 

 

 $121,934 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed financial statements

 

 

 


 

 

KBR BUILDING GROUP, LLC

CONDENSED BALANCE SHEETS

(In thousands, except share data)

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

2015

 

2014

 

(unaudited)

 

 

LIABILITIES AND STOCKHOLDER'S EQUITY

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

Trade accounts payable

 $38,186 

 

 $47,949 

Accrued compensation and benefits

2,895 

 

2,818 

Retainage payable

18,654 

 

16,437 

Billings in excess of costs and estimated earnings

on uncompleted contracts

7,673 

 

12,675 

Accrued liabilities

7,936 

 

8,224 

Other current liabilities

1,100 

 

1,318 

Total current liabilities

76,444 

 

89,421 

 

 

 

 

OTHER NONCURRENT LIABILITIES

185 

 

201 

 

 

 

 

STOCKHOLDER'S EQUITY

 

 

 

Common stock, $1 par value; 1,000 shares authorized, 1,000 shares issued and outstanding

1 

 

1 

Capital in excess of par value

27,548 

 

27,548 

Retained earnings

4,316 

 

4,763 

Total stockholder's equity

31,865 

 

32,312 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY

 $108,494 

 

 $121,934 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed financial statements

 

 

 


 

 

KBR BUILDING GROUP, LLC

CONDENSED STATEMENTS OF OPERATIONS

(In thousands)

(unaudited)

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

2015

 

2014

 

 

 

 

Revenues

 $67,914  

 

 $98,408  

Cost of revenues

(65,412) 

 

(93,011) 

Gross profit

2,502  

 

5,397  

Equity in earnings of unconsolidated affiliates

 

 

69  

General and administrative expenses

(2,728) 

 

(4,308) 

Loss on disposition of assets

(221) 

 

 

Operating income (loss)

(447) 

 

1,158  

Income (loss) before income taxes

(447) 

 

1,158  

Provision for income taxes

 

 

(405) 

Net income (loss)

 $(447) 

 

 $753  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed financial statements

 

 

 


 

 

KBR BUILDING GROUP, LLC

CONDENSED STATEMENTS OF STOCKHOLDER’S EQUITY

(In thousands)

(unaudited)

 

 

 

 

Common stock, $1 par

 

Capital in excess of par value

 

Retained Earnings

 

Total Stockholder's Equity

Balance at December 31, 2014

 $1 

 

 $27,548 

 

 $4,763  

 

 $32,312  

Net Income

- 

 

- 

 

(447) 

 

(447) 

Balance at March 31, 2015

 $1 

 

 $27,548 

 

 $4,316  

 

 $31,865  

 

 

 

 

 

 

 

 

 

Common stock, $1 par

 

Capital in excess of par value

 

Retained Earnings

 

Total Stockholder's Equity

Balance at December 31, 2013

 $1 

 

 $27,576 

 

 $9,879 

 

 $37,456 

Net Income

- 

 

- 

 

753 

 

753 

Balance at March 31, 2014

 $1 

 

 $27,576 

 

 $10,632 

 

 $38,209 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed financial statements

 

 

 


 

 

KBR BUILDING GROUP, LLC

CONDENSED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)

 

 

 

 

 

 

Three Months Ended March 31,

 

2015

 

2014

 

 

 

 

Cash flows from operating activities:

 

 

 

Net income (loss)

 $(447) 

 

 $753  

Adjustments to reconcile net income (loss) to cash flows

from operating activities:

 

 

 

 

 

Depreciation

 

 

 

 

 

 

22  

 

 

Loss on disposition of assets

 

 

221  

 

 

 

 

Deferred income tax

 

 

 

 

 

65  

 

 

Equity in earnings of unconsolidated affiliates

 

 

 

(69) 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Trade receivable

 

 

 

6,861  

 

13,841  

 

 

 

Costs and estimated earnings in excess of billings

 

 

 

 

 

 

 

on uncompleted contracts

 

 

1,121  

 

(851) 

 

 

 

Other assets

 

 

 

(186) 

 

411  

 

 

 

Distributions of earnings from unconsolidated affiliates

 

 

1,400  

 

 

 

Due from Parent and affiliates

 

 

(2,096) 

 

(3,324) 

 

 

 

Trade accounts payable

 

 

(9,763) 

 

(3,848) 

 

 

 

Retainage payable

 

 

 

2,217  

 

(10,054) 

 

 

 

Billings in excess of costs and estimated earnings

 

 

 

 

 

 

 

on uncompleted contracts

 

 

(5,002) 

 

(5,399) 

 

 

 

Accrued expenses and other liabilities

 

(446) 

 

(1,023) 

 

 

 

 

Net cash used in operating activities

 

(7,520) 

 

(8,076) 

Cash flows from investing activities:

 

 

 

 

 

 

Funds received from Parent and affiliates

 

7,520  

 

8,076  

 

 

 

 

Net cash provided by investing activities

7,520  

 

8,076  

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Net cash provided by financing activities

 

 

 

 

 

 

 

Net increase (decrease) in cash and equivalents

 

 

 

Cash and equivalents at beginning of period

 

 

91  

Cash and equivalents at end of period

 $ 

 

 $91  

 

 

See accompanying notes to condensed financial statements

 

 

 


 

 

KBR BUILDING GROUP, LLC

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

 

 

1. DESCRIPTION OF COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

 

Description of Business

KBR Building Group, LLC (the Company) is a wholly-owned subsidiary of KBR, Inc. (the Parent). KBR Building Group, LLC's principal business is that of a general contractor performing industrial and commercial construction contracts under cost-plus, cost-plus with a guaranteed maximum, and fixed-price contracts.

 

Use of Estimates

The preparation of condensed financial statements in conformity with U.S. generally accepted accounting principles 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 condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include:

revenues under long term construction contracts, including estimates of costs to complete projects and provisions for contract losses

allowances for doubtful accounts

provisions for income taxes and related valuation allowances and tax uncertainties

recoverability of equity method investments

reserves for self-insured risks

 

Revenue Recognition - Construction Contracts

The Company recognizes revenues from construction contracts using the percentage-of-completion method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605 – Revenue Recognition.  Progress is measured based upon costs incurred to total estimated costs at completion. Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation costs. Precontract costs directly associated with a specific anticipated contract are recorded as construction costs only if these costs are determined to be recoverable through the contract. All known or anticipated losses on contracts are recognized in the period in which they become evident. Revenues recognized in excess of amounts billed and the associated costs are classified as current assets, since it is anticipated that these earnings and costs will be billed and collected in the next fiscal year. Contract amounts billed to clients in excess of costs incurred and revenues recognized to date are classified as current liabilities. Profit incentives are included in revenue when their realization is reasonably assured.

 

Revenues and gross profit on contracts can be significantly affected by change orders and claims that may not have been approved by the customer until the later stages of a contract or subsequent to project completion.  If it is not probable that costs will be recovered through a change in the contract price, the costs attributable to such pending change orders are treated as contract costs without incremental revenue.  For contracts where it is probable that the costs will be recovered through a change order, total estimated contract revenue is increased by the lesser of the amount management expects to recover or the costs expected to be incurred.

 

 

 


 

 

 

When we negotiate any type of contract, we frequently are required to accomplish the scope of work and meet certain performance criteria within a specified time frame; otherwise, we could be assessed damages, which in some cases are agreed-upon liquidated damages. We include an estimate of liquidated damages in our estimates of total contract value when it is deemed probable that they will be assessed. Profits are recorded based upon the product of estimated contract profit at completion times the current percentage-complete for the contract.

 

Cost Estimates

Contract costs include all direct material and labor costs and those indirect costs related to contract performance. Indirect costs, included in cost of revenues, include charges for such items as facilities, engineering, project management, quality control, bid and proposals and procurement.

 

General and Administrative Expenses

Our general and administrative expenses represent corporate overhead expenses that are not associated with the execution of the contracts. General and administrative expenses include charges for such items as executive management, corporate business development, information technology, finance and corporate accounting, human resources and various other corporate functions.

 

Cash and Equivalents

The Company considers short-term highly liquid investments with maturities of 90 days or less at the time of purchase to be cash equivalents.

 

Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts, Including Claims, and Advanced Billings and Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts

Billing practices are governed by the contract terms of each project based upon costs incurred, achievement of milestones or pre-agreed schedules.  Billings do not necessarily correlate with revenue recognized using the percentage-of-completion method of accounting. Costs and estimated earnings in excess of billings on uncompleted contracts represent the excess of contract costs and profits recognized to date using the percentage-of-completion method over billings to date on certain contracts.  Billings in excess of costs and estimated earnings on uncompleted contracts represents the excess of billings to date over the amount of contract costs and profits recognized to date using the percentage-of-completion method on certain contracts.  With the exception of claims and change orders that we are in the process of negotiating with customers, unbilled receivables are usually billed during normal billing processes following achievement of the contractual requirements.

 

 


 

 

 

Concentration of Credit Risk

As is customary in the industry, the Company grants uncollateralized credit to its customers, which include large multinational corporations operating in a broad range of industries. In order to mitigate its credit risk, the Company continually evaluates the creditworthiness of its major customers. The following tables present summarized data regarding revenues and trade receivables attributable to customers that account for 10% or more of the Company’s revenues.

 

Revenues from major customers:

 

 

 

 

 

 

Three months ended

 

 

March 31,

Dollars in thousands

 

2015

 

2014

The Boeing Company

 

6,084 

 

39,420 

Kettler, Inc.

 

14,511 

 

7,757 

 

 

 

 

 

Percentage of revenues from major customers:

 

 

 

 

 

Three months ended

 

 

March 31,

 

 

2015

 

2014

The Boeing Company

 

9% 

 

40% 

Kettler, Inc.

 

21% 

 

8% 

 

 

 

 

 

Percentage of trade receivable from major customers:

 

 

 

 

 

March 31,

 

December 31,

 

 

2015

 

2014

The Boeing Company

 

24% 

 

22% 

Kettler, Inc.

 

25% 

 

9% 

 

 

2. TRADE RECEIVABLE

The components of our trade receivable are as follows (in thousands):

 

 

March 31,

 

2015

Trade

 $14,342 

Retainage

16,586 

Total

 $30,928 

 

 

 

December 31,

 

2014

Trade

 $20,783 

Retainage

17,005 

Total

 $37,788 

 

 

 


 

 

 

3. RELATED PARTY TRANSACTIONS

 

Certain of the Company’s transactions are with its Parent and affiliates. The Company’s condensed financial statements reflect these transactions based on actual costs or on a proportionate allocation basis determined by management of the Parent. The cumulative net balance resulting from these transactions is included in due from Parent and affiliates in the accompanying condensed balance sheets.  Balances due from Parent and affiliates are not interest bearing and are recorded as current as either party has the ability at its sole discretion to demand payment.

 

The Company’s employees participate in the Parent’s employee benefit plans.  The Parent allocates benefit costs to the Company based on standardized rates, with the associated liability recorded on the Parent’s books. Charges for such employee benefits totaled approximately $1.3 million and $2.0 million during the three months ended March 31, 2015 and 2014, respectively, and are included in cost of revenues and in general and administrative expenses in the accompanying condensed statements of operations.

 

The Company participates in centralized programs administered by the Parent for business insurance and surety bonding.  The Parent also provides certain shared support services to the Company and other affiliates consisting primarily of information systems, accounting and real estate services.  Charges for such shared services totaled approximately $0.3 million and $0.4 million during the three months ended March 31, 2015 and 2014, respectively, and are included in general and administrative expenses in the accompanying condensed statements of operations.

 

The Parent and its affiliates are partially self-insured with respect to workers’ compensation benefits and general liability claims. The Company is charged by the Parent for its proportionate share of the estimated cost on a basis determined by management of the Parent, with the corresponding liability recorded on the Parent’s books.  Charges for such services totaled approximately $0.5 million and $0.8 million during the three months ended March 31, 2015 and 2014, respectively, and are included in cost of revenues and in general and administrative expenses in the accompanying condensed statements of operations.

 

 

4. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

Costs and estimated earnings on uncompleted contracts were as follows at March 31, 2015 and December 31, 2014:

 

 

March 31,

 

December 31,

 

2015

 

2014

Dollars in thousands

 

 

 

Costs incurred on uncompleted contracts

 $2,186,589 

 

 $2,177,985 

Estimated earnings

75,617 

 

89,909 

 

 

 

 

 

2,262,206 

 

2,267,894 

Less billings to date

2,240,259 

 

2,249,829 

 

 

 

 

 

 $21,947 

 

 $18,065 

 

 

 

10 

 


 

 

Costs and estimated earnings on uncompleted contracts at March 31, 2015 and December 31, 2014 are included in the accompanying condensed balance sheets under the following captions:

 

 

 

 

 

 

March 31,

 

December 31,

Dollars in thousands

2015

 

2014

 

 

 

 

Costs and estimated earnings in excess of billings on uncompleted contracts

 $29,620  

 

 $30,740  

 

 

 

 

Billings in excess of costs and estimated earnings on uncompleted contracts

(7,673) 

 

(12,675) 

 

 

 

 

 

 $21,947  

 

 $18,065  

 

The amounts of unapproved change orders and claims included in determining the profit or loss on contracts as of March 31, 2015 and 2014 were $6.2 million and $18.5 million, respectively. Substantially all of these amounts were subsequently resolved with the customers. An immaterial amount of income was recognized on the favorable resolution of these amounts.

 

 

5. EQUITY METHOD INVESTMENTS

The Company holds a 50% interest in the BE&K-Turner Boeing JV, which was formed for the execution of a project for Boeing.  The project was substantially completed in 2012 other than residual responsibilities under the project-specific insurance programs.  As of March 31, 2015 and December 31, 2014, the joint venture retained cash balances of approximately $1.4 million and $1.4 million, respectively, to cover future liabilities under the insurance programs.  Management has determined that the joint venture is not a variable interest entity.

 

 

6. INCOME TAXES

The Company is a disregarded single member LLC for federal income tax purposes. Income taxes are allocated to the Company under the Separate Return Method. The Company’s current income tax assets and liabilities are included in Due from Parent and affiliates in the accompanying condensed balance sheets.  The Company’s effective tax rate was 0% and 35% for the three months ended March 31, 2015 and 2014, respectively.  The 0% rate in 2015 is lower than the U.S. statutory rate of 35% due to management’s inability to conclude that it is more likely than not that the Company will be able to realize the benefit from net operating loss carryforwards.  As such, the Company has provided a full valuation allowance for deferred tax assets as of March 31, 2015.  The Company’s effective tax rate for the three months ended March 31, 2014 approximated the U.S. statutory rate of 35%.    

 

7. CONTINGENCIES

The Company is a party to various legal proceedings considered incidental to its business. In the opinion of management, the ultimate disposition of these matters is not expected to have a material adverse effect on the Company’s financial position or results of operations.

 

 

11 

 


 

 

 

8. RECENT ACCOUNTING PRONOUNCEMENTS

On August 27, 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-15, Presentation of Financial Statements - Going Concern. This ASU provides guidance on management's responsibility to evaluate whether there is substantial doubt about a company's ability to continue as a going concern and about related footnote disclosures.  For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company's ability to continue as a going concern within one year from the date the financial statements are issued.  Substantial doubt exists when relevant conditions and events indicate that it is probable that the entity will be unable to meet its obligations as they become due within the time frame specified earlier.  This ASU is effective for annual reporting periods beginning after December 15, 2016 and interim periods within those annual periods.  The adoption of ASU 2014-15 is not expected to have a material impact on our financial position, results of operations or cash flows.

On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification.  The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.  The effective date of the ASU as amended by ASU 2015-14 is January 1, 2019. The ASU should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application.  We are in the process of assessing the impact of the adoption of ASU 2014-09 on our financial position, results of operations or cash flows.  We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.

 

On February 18, 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810) - Amendments to the Consolidation Analysis. The amendment eliminates the deferral of certain consolidation standards for entities considered to be investment companies and makes changes to both the variable interest model and the voting model. These changes will require re-evaluation of certain entities for consolidation and will require us to revise our documentation regarding the consolidation or deconsolidation of such VIEs. This ASU is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. We are in the process of assessing the impact of the adoption of ASU 2015-02 on our financial statements.

 

 

9. SUBSEQUENT EVENTS

Management has evaluated subsequent events and their potential effects on these condensed financial statements through September 11, 2015, the date the condensed financial statements were available to be issued.  On June 30, 2015, the Company was sold to Pernix Building Group LLC, a subsidiary of Pernix Group, Inc. for total consideration of approximately $22.9 million.

 

 

12