Exhibit 99.3
INDEX TO FINANCIAL INFORMATION
| | |
| |
Interim Financial Statements of Wanzek Construction, Inc. | | |
| |
Independent Accountant’s Report | | F-2 |
| |
Balance Sheets at June 30, 2008 and 2007 | | F-3 |
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Statements of Operations for the Six Months ended June 30, 2008 and 2007 | | F-5 |
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Statements of Stockholders’ Equity for the Six Months ended June 30, 2008 and 2007 | | F-6 |
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Statements of Cash Flows for the Six Months ended June 30, 2008 and 2007 | | F-7 |
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Notes to Financial Statements | | F-8 |
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Audited Financial Statements of Wanzek Construction, Inc. | | |
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Independent Auditor’s Report | | F-19 |
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Balance Sheets at December 31, 2007 and 2006 | | F-20 |
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Statements of Operations and Retained Earnings for the Years ended December 31, 2007, 2006 and 2005 | | F-22 |
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Statements of Cash Flows for the Years ended December 31, 2007, 2006 and 2005 | | F-23 |
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Notes to Financial Statements | | F-24 |
F-1
INDEPENDENT ACCOUNTANT’S REPORT
The Board of Directors
Wanzek Construction, Inc.
Fargo, North Dakota
We have reviewed the balance sheets of Wanzek Construction, Inc. as of June 30, 2008 and 2007, and the related statements of operations, stockholders’ equity and cash flows for the six month periods ended June 30, 2008 and 2007. These financial statements are the responsibility of the Company’s management.
A review consists principally of inquiries of Company personnel and analytical procedures applied to the financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.
/s/ Eide Bailly LLP
Fargo, North Dakota
September 19, 2008
F-2
WANZEK CONSTRUCTION, INC.
BALANCE SHEETS
JUNE 30, 2008 AND 2007
| | | | | | |
| | 2008 | | 2007 |
ASSETS | | | | | | |
CURRENT ASSETS | | | | | | |
Cash and cash equivalents | | $ | 8,108,646 | | $ | 526,909 |
Marketable Securities | | | 173,451 | | | 114,206 |
Receivables | | | | | | |
Current billings, less allowance for doubtful accounts of $75,000 in 2008 and $60,000 in 2007 | | | 34,862,507 | | | 11,522,908 |
Retainage | | | 9,670,043 | | | 1,847,716 |
Other | | | 188,897 | | | 160,773 |
Notes receivable from stockholders | | | 219,665 | | | 381,341 |
Costs and estimated earnings in excess of billings on uncompleted contracts | | | 13,271,253 | | | 4,243,408 |
Inventories | | | 100,613 | | | 85,945 |
Prepaid expenses | | | 22,063 | | | 22,241 |
Deferred income taxes | | | 320,000 | | | 219,000 |
| | | | | | |
Total current assets | | | 66,937,138 | | | 19,124,447 |
| | | | | | |
OTHER ASSETS | | | | | | |
Cash surrender value of life insurance | | | 364,692 | | | 440,521 |
Deposits | | | 936,828 | | | 537,593 |
Other | | | 1,253 | | | 19,031 |
| | | | | | |
| | | 1,302,773 | | | 997,145 |
| | | | | | |
PROPERTY AND EQUIPMENT | | | 39,977,261 | | | 26,794,245 |
Less accumulated depreciation | | | 15,012,242 | | | 13,279,617 |
| | | | | | |
| | | 24,965,019 | | | 13,514,628 |
| | | | | | |
| | $ | 93,204,930 | | $ | 33,636,220 |
| | | | | | |
See Notes to Financial Statements
F-3
WANZEK CONSTRUCTION, INC.
BALANCE SHEETS—(Continued)
JUNE 30, 2008 AND 2007
| | | | | | | |
| | 2008 | | | 2007 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | |
CURRENT LIABILITIES | | | | | | | |
Outstanding checks in excess of bank balance | | $ | — | | | $ | 709,251 |
Current maturities of long-term debt | | | 2,437,000 | | | | 1,350,300 |
Short-term notes payable | | | 231,106 | | | | — |
Accounts payable | | | | | | | |
Current | | | 31,725,527 | | | | 5,562,003 |
Retainage | | | 4,599,297 | | | | 1,117,833 |
Billings in excess of costs and estimated earnings on uncompleted contracts | | | 6,159,088 | | | | 5,685,906 |
Accrued expenses | | | | | | | |
Taxes, other than income taxes | | | 839,244 | | | | 508,987 |
Other accrued liabilities, primarily salaries, vacation and accrued workers compensation | | | 4,755,698 | | | | 1,877,668 |
Income taxes payable | | | 3,764,902 | | | | 190,225 |
| | | | | | | |
Total current liabilities | | | 54,511,862 | | | | 17,002,173 |
| | | | | | | |
LONG-TERM DEBT, LESS CURRENT MATURITIES | | | 8,043,768 | | | | 4,579,481 |
| | | | | | | |
DEFERRED COMPENSATION | | | 273,300 | | | | 160,300 |
| | | | | | | |
DEFERRED INCOME TAXES | | | 3,465,000 | | | | 2,091,000 |
| | | | | | | |
CONTINGENCIES (NOTE 14) | | | | | | | |
STOCKHOLDERS’ EQUITY | | | | | | | |
Common stock | | | 8,370 | | | | 8,370 |
Additional paid-in capital | | | 102,630 | | | | 102,630 |
Retained earnings | | | 27,989,500 | | | | 9,692,266 |
| | | | | | | |
| | | 28,100,500 | | | | 9,803,266 |
Less: Treasury stock | | | (1,189,500 | ) | | | — |
| | | | | | | |
| | | 26,911,000 | | | | 9,803,266 |
| | | | | | | |
| | $ | 93,204,930 | | | $ | 33,636,220 |
| | | | | | | |
See Notes to Financial Statements
F-4
WANZEK CONSTRUCTION, INC.
STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2008 AND 2007
| | | | | | | | |
| | 2008 | | | 2007 | |
OPERATIONS | | | | | | | | |
EARNED REVENUES | | $ | 150,932,326 | | | $ | 40,103,502 | |
COSTS OF EARNED REVENUES | | | 131,559,269 | | | | 35,637,290 | |
| | | | | | | | |
GROSS PROFIT | | | 19,373,057 | | | | 4,466,212 | |
OPERATING EXPENSES | | | 5,034,479 | | | | 3,415,352 | |
| | | | | | | | |
INCOME FROM OPERATIONS | | | 14,338,578 | | | | 1,050,860 | |
| | | | | | | | |
OTHER INCOME (EXPENSE) | | | | | | | | |
Interest income | | | 161,463 | | | | 32,935 | |
Discounts earned | | | 17,324 | | | | 954 | |
Other income | | | 126,198 | | | | 18,404 | |
Interest expense | | | (258,885 | ) | | | (193,321 | ) |
Investment loss | | | (8,711 | ) | | | — | |
Gain on life insurance proceeds | | | 315,854 | | | | — | |
Gain on sale of equipment | | | 501,263 | | | | 150,947 | |
| | | | | | | | |
| | | 854,506 | | | | 9,919 | |
| | | | | | | | |
INCOME BEFORE INCOME TAXES | | | 15,193,084 | | | | 1,060,779 | |
INCOME TAX PROVISION | | | (6,229,200 | ) | | | (488,000 | ) |
| | | | | | | | |
NET INCOME | | $ | 8,963,884 | | | $ | 572,779 | |
| | | | | | | | |
See Notes to Financial Statements
F-5
WANZEK CONSTRUCTION, INC.
STATEMENTS OF STOCKHOLDERS’ EQUITY
SIX MONTHS ENDED JUNE 30, 2008 AND 2007
| | | | | | | | | | | | | | | | | |
| | Common Stock | | Additional Paid-in Capital | | Retained Earnings | | Treasury Stock | | | Total | |
BALANCE, DECEMBER 31, 2006 | | $ | 8,370 | | $ | 102,630 | | $ | 9,119,487 | | $ | — | | | $ | 9,230,487 | |
Net income | | | — | | | — | | | 572,779 | | | — | | | | 572,779 | |
| | | | | | | | | | | | | | | | | |
BALANCE, JUNE 30, 2007 | | | 8,370 | | | 102,630 | | | 9,692,266 | | | — | | | | 9,803,266 | |
Net income | | | — | | | — | | | 9,333,350 | | | — | | | | 9,333,350 | |
| | | | | | | | | | | | | | | | | |
BALANCE, DECEMBER 31, 2007 | | | 8,370 | | | 102,630 | | | 19,025,616 | | | — | | | | 19,136,616 | |
Purchase of treasury stock | | | — | | | — | | | — | | | (1,189,500 | ) | | | (1,189,500 | ) |
Net income | | | — | | | — | | | 8,963,884 | | | — | | | | 8,963,884 | |
| | | | | | | | | | | | | | | | | |
BALANCE, JUNE 30, 2008 | | $ | 8,370 | | $ | 102,630 | | $ | 27,989,500 | | $ | (1,189,500 | ) | | $ | 26,911,000 | |
| | | | | | | | | | | | | | | | | |
See Notes to Financial Statements
F-6
WANZEK CONSTRUCTION, INC.
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2008 AND 2007
| | | | | | | | |
| | 2008 | | | 2007 | |
OPERATING ACTIVITIES | | | | | | | | |
Net income | | $ | 8,963,884 | | | $ | 572,779 | |
Charges and credits to net income not affecting cash | | | | | | | | |
Depreciation | | | 1,930,788 | | | | 1,155,536 | |
Deferred income taxes | | | 1,048,000 | | | | 165,000 | |
Gain on sale of equipment | | | (501,263 | ) | | | (150,947 | ) |
Gain on life insurance proceeds | | | (315,854 | ) | | | — | |
Deferred compensation | | | 75,000 | | | | 24,000 | |
Changes in assets and liabilities | | | | | | | | |
Receivables | | | (3,211,281 | ) | | | (3,721,995 | ) |
Costs and estimated earnings in excess of billings on uncompleted contracts | | | (9,196,884 | ) | | | (2,439,197 | ) |
Inventories | | | (40,481 | ) | | | (19,945 | ) |
Prepaid expenses | | | 43,893 | | | | 28,484 | |
Accounts payable | | | 13,624,636 | | | | 2,158,551 | |
Billings in excess of costs and estimated earnings on uncompleted contracts | | | (3,863,782 | ) | | | 4,588,114 | |
Accrued taxes, other than income taxes | | | 116,304 | | | | 278,566 | |
Other accrued liabilities | | | 607,332 | | | | (69,777 | ) |
Income taxes payable | | | (241,178 | ) | | | (343,042 | ) |
| | | | | | | | |
NET CASH FROM OPERATING ACTIVITIES | | | 9,039,114 | | | | 2,226,127 | |
| | | | | | | | |
INVESTING ACTIVITIES | | | | | | | | |
Property and equipment purchases | | | (8,846,689 | ) | | | (2,024,075 | ) |
Proceeds from sale of equipment | | | 661,988 | | | | 160,808 | |
Proceeds from life insurance | | | 445,629 | | | | — | |
Deposits paid | | | (359,500 | ) | | | (537,593 | ) |
Purchase of marketable securities | | | (53,925 | ) | | | (114,206 | ) |
Collections on note receivable | | | 2,566,255 | | | | 351,405 | |
Advances on note receivable | | | (2,775,205 | ) | | | (712,811 | ) |
Other | | | 273 | | | | (6,644 | ) |
| | | | | | | | |
NET CASH USED FOR INVESTING ACTIVITIES | | | (8,361,174 | ) | | | (2,883,116 | ) |
| | | | | | | | |
FINANCING ACTIVITIES | | | | | | | | |
Net proceeds from short-term financing | | | 231,106 | | | | — | |
Proceeds from long-term debt borrowings | | | 2,886,000 | | | | — | |
Principal payments on long-term debt | | | (6,098,070 | ) | | | (4,475,603 | ) |
Outstanding checks in excess of bank balance | | | — | | | | 709,251 | |
Purchase of treasury stock | | | (1,189,500 | ) | | | — | |
| | | | | | | | |
NET CASH USED FOR FINANCING ACTIVITIES | | | (4,170,464 | ) | | | (3,766,352 | ) |
| | | | | | | | |
NET CHANGE IN CASH | | | (3,492,524 | ) | | | (4,423,341 | ) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | | | 11,601,170 | | | | 4,950,250 | |
| | | | | | | | |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | | $ | 8,108,646 | | | $ | 526,909 | |
| | | | | | | | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | | | | | | | | |
Cash paid during the period for | | | | | | | | |
Interest | | $ | 238,881 | | | $ | 193,321 | |
Income taxes | | | 5,445,475 | | | | 666,042 | |
| | | | | | | | |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES | | | | | | | | |
Acquisition of equipment through the issuance of notes payable | | $ | 1,629,171 | | | $ | 1,792,403 | |
| | | | | | | | |
See Notes to Financial Statements
F-7
WANZEK CONSTRUCTION, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2008 AND 2007
NOTE 1 - PRINCIPAL ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activity
The Company performs construction services primarily in the biofuels industry (ethanol and biodiesel plants), wind energy, heavy/civil, industrial process, and the power industry, along with construction of bridges, water and sewage treatment facilities, and commercial buildings. The company’s main office is located in Fargo, North Dakota with satellite offices located in Williston and Minot, North Dakota.
Cash and cash equivalents
The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.
Receivable and Credit Policy
The Company performs credit evaluations of its customers and subcontractors and may require surety bonds. Generally, liens are filed on construction contracts. At periods ending June 30, 2008 and 2007, receivables are due from customers in the United States and are not concentrated in a particular industry. Receivables generally are due when billed and the retainages are due at the completion of the construction contract. Receivables are written off when determined to be uncollectible. The allowance for doubtful accounts is estimated based on the Company’s historical losses, existing economic conditions in the construction industry, and the financial stability of its customers.
Risk and Concentrations
The Company’s cash balances are maintained in secured bank deposit accounts at one financial institution. Periodically, cash balances are in excess of federally insured limits.
Revenue and Cost Recognition
Revenues from fixed-price, modified fixed-price and unit-price construction contracts are recognized on the percentage-of-completion method, measured by the percentage of contract costs incurred to date to estimated total contract costs for each contract. This method is used because management considers expended contract costs to be the best available measure of progress on these contracts. Under this method, profit is recorded when progress on a contract reaches a point where reasonable estimates of the contract’s final results can be made. Because of the inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change within the near term. 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, or ratably over the term of the project, depending upon the terms of the individual contract. Revenues from time and materials contracts are recognized on the basis of costs incurred during the period plus the fee earned.
Contract costs include all direct materials, labor, and subcontractor costs and those indirect costs related to contract performance, such as indirect labor, depreciation, supplies, tools, repairs and fringe benefits. Selling, general and administrative costs are charged to expense as 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, including those arising from contract penalty provisions and final contract settlements, may result in revisions to costs and income and are recognized in the period in which the revisions are determined.
F-8
NOTES TO FINANCIAL STATEMENTS—(Continued)
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.
Inventories
Consists of construction materials and supplies are valued at the lower of cost, using the first-in, first-out (FIFO) method, or market.
Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Property and Equipment
Property and equipment are stated at cost. Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are charged to expense currently. When depreciable properties are retired or sold, the cost and related accumulated depreciation are eliminated from the accounts and the resultant gain or loss is reflected in income.
Depreciation is provided for over the estimated useful lives of the individual assets using accelerated and straight-line methods. The estimated useful lives used in the computation of depreciation are as follows:
| | |
Buildings | | 30-39 years |
Leasehold improvements | | 8-20 years |
Machinery and equipment | | 5-10 years |
Automotive equipment | | 3-6 years |
Office furniture and equipment | | 5-8 years |
Shop equipment | | 5-7 years |
Income Taxes
The provision for income taxes includes federal and state taxes payable. Deferred taxes relate primarily to differences between the basis of property and equipment, vacation reserve, and deferred compensation. For financial reporting purposes, the Company uses straight-line and accelerated methods of depreciation with lives of 5 to 39 years, while, for income tax purposes, the company uses required statutory guidelines. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled.
Sales Taxes
The Company has customers in states and municipalities in which those governmental units impose a sales tax on certain sales. The Company collects those sales taxes from its customers and remits the entire amount to the various governmental units. The Company’s accounting policy is to exclude the tax collected and remitted from revenue and cost of revenue.
F-9
NOTES TO FINANCIAL STATEMENTS—(Continued)
Recently Issued Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Accounting Standards (“SFAS”) No. 157, Fair Value Measurements. This standard defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. This standard applies under other accounting pronouncements that require or permit fair value measurements, but does not require any new fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, which is the year beginning Jnauary 1, 2008 for the Company. The Company adopted SFAS No. 157 effective January 1, 2008. The adoption of SFAS No. 157 for financial assets and liabilities held by the Company did not have a material effect on the Company’s financial statements or notes thereto.
In February 2008, the FASB issued FSP FAS 157-2, Effective Date of FASB Statement No. 157 (FSP FAS 157-2), which permits a one year deferral of the application of SFAS No. 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The Company will adopt SFAS No. 157 for non-financial assets and non-financial liabilities on January 1, 2009 and does not expect the provisions to have a material effect on its results of operations, financial position or cash flows.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities(“SFAS 159”). SFAS 159 provides companies with an option to report selected financial assets and liabilities at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company has elected not to apply the fair value option to the specified financial assets and liabilities, and accordingly, the adoption of SFAS No. 159 had no financial statement impact.
NOTE 2 - UNCOMPLETED CONTRACTS
| | | | | | | |
| | 2008 | | 2007 | |
Costs incurred on uncompleted contracts | | $ | 271,633,560 | | $ | 69,877,103 | |
Estimated earnings | | | 32,330,327 | | | 5,880,809 | |
| | | | | | | |
| | | 303,963,887 | | | 75,757,912 | |
Less billings to date | | | 296,851,722 | | | 77,200,410 | |
| | | | | | | |
| | $ | 7,112,165 | | $ | (1,442,498 | ) |
| | | | | | | |
| | | | | | | | |
Included in the accompanying balance sheets under the following captions: | |
Costs and estimated earnings in excess of billings on uncompleted contracts | | $ | 13,271,253 | | | $ | 4,243,408 | |
Billings in excess of costs and estimated earnings on uncompleted contracts | | | (6,159,088 | ) | | | (5,685,906 | ) |
| | | | | | | | |
| | $ | 7,112,165 | | | $ | (1,442,498 | ) |
| | | | | | | | |
F-10
NOTES TO FINANCIAL STATEMENTS—(Continued)
NOTE 3 - PROPERTY AND EQUIPMENT
Details relative to the company’s property and equipment are as follows:
| | | | | | | | | | | | |
| | 2008 | | |
Description | | Cost | | Accumulated Depreciation | | Net Book Value | | 2007 Net Book Value |
Land | | $ | 283,450 | | $ | — | | $ | 283,450 | | $ | 65,922 |
Land improvements | | | 141,045 | | | 19,057 | | | 121,988 | | | 58,799 |
Construction in progress | | | 1,467,432 | | | — | | | 1,467,432 | | | — |
Buildings | | | 1,355,167 | | | 350,803 | | | 1,004,364 | | | 1,045,453 |
Leasehold improvements | | | 124,981 | | | 49,938 | | | 75,043 | | | 48,940 |
Automotive equipment | | | 6,078,066 | | | 2,410,403 | | | 3,667,663 | | | 2,000,892 |
Machinery and equipment | | | 29,123,664 | | | 11,419,800 | | | 17,703,864 | | | 9,784,316 |
Office furniture and equipment | | | 1,201,623 | | | 645,321 | | | 556,302 | | | 443,508 |
Shop equipment | | | 201,833 | | | 116,920 | | | 84,913 | | | 66,798 |
| | | | | | | | | | | | |
| | $ | 39,977,261 | | $ | 15,012,242 | | $ | 24,965,019 | | $ | 13,514,628 |
| | | | | | | | | | | | |
Depreciation expense equaled $1,930,788 and $1,155,536 for the six months ended June 30, 2008 and 2007, respectively.
NOTE 4 - LIFE INSURANCE POLICIES
The Company has received a collateral assignment on a joint survivor life insurance policy insuring the lives of Leo and Janet Wanzek, the owner and beneficiary of which is Jon Wanzek. Details relative to the life insurance policies are as follows:
| | | | | | | | | |
Insured | | Policy Amount | | Cash Surrender Value |
| | 2008 | | 2007 |
Leo and Janet Wanzek | | $ | 3,100,000 | | $ | 361,286 | | $ | 308,068 |
Jon Wanzek | | | 300,000 | | | 3,406 | | | 2,793 |
Leo Wanzek | | | 400,000 | | | — | | | 129,660 |
| | | | | | | | | |
| | $ | 3,800,000 | | $ | 364,692 | | $ | 440,521 |
| | | | | | | | | |
The life insurance policies insuring Leo Wanzek were realized during the period ended June 30, 2008.
F-11
NOTES TO FINANCIAL STATEMENTS—(Continued)
NOTE 5 - LONG – TERM DEBT
Long-term debt consists of:
| | | | | | |
| | 2008 | | 2007 |
5.28% variable rate equipment note payable to Starion Financial, due in monthly installments of $54,964, including interest, to May 15, 2013, secured by equipment | | $ | 2,845,428 | | $ | — |
| | |
6.068% note payable to National City Commercial Capital Company due in monthly installments of $15,949, including interest, to September 3, 2014, secured by equipment | | | 980,154 | | | — |
| | |
6.87% note payable to Wells Fargo Equipment Finance, due in monthly installments of $11,179, including interest, to April 15, 2014, secured by equipment | | | 643,215 | | | 729,909 |
| | |
6.75% mortgage payable to State Bank & Trust, due in monthly installments of $6,397, including interest, to October 15, 2010, secured by building | | | 637,010 | | | 669,621 |
| | |
6.67% note payable to Wells Fargo Equipment Finance, due in monthly installments of $13,138, including interest, to January 31, 2012, secured by equipment | | | 501,274 | | | 621,125 |
| | |
6.15% note payable to Wells Fargo Equipment Finance, due in monthly installments of $10,218, including interest, to August 31, 2012, secured by equipment | | | 449,664 | | | 541,532 |
| | |
7.02% note payable to Wells Fargo Equipment Finance, due in monthly installments of $8,683, including interest, to September 30, 2012, secured by equipment | | | 381,934 | | | 456,457 |
| | |
0.00% note payable to Komatsu Financial, due in monthly installments of $11,426, including interest, to January 16, 2011, secured by equipment | | | 354,195 | | | — |
| | |
6.30% note payable to Wells Fargo Bank, due in monthly installments of $12,900 including interest, to November 30, 2010, secured by equipment | | | 351,211 | | | 479,014 |
| | |
4.40% note payable to Caterpillar Financial Services, due in monthly installments of $5,319, including interest, to April 28, 2013, secured by equipment | | | 281,716 | | | — |
| | |
1.07% note payable to Caterpillar Financial Services, due in monthly installments of $5,600, including interest, to March 10, 2013, secured by equipment | | | 220,327 | | | — |
| | |
4.99% note payable to John Deere Credit Services, due in monthly installments of $3,529, including interest, to March 20, 2013, secured by equipment | | | 181,788 | | | — |
| | |
5.69% note payable to General Electric Capital, due in monthly installments of $6,485, including interest, to August 1, 2012, secured by equipment | | | 161,300 | | | 227,877 |
| | |
0.00% note payable to Komatsu Financial, due in monthly installments of $5,230, including interest, to October 10, 2012, secured by equipment | | | 146,436 | | | — |
F-12
NOTES TO FINANCIAL STATEMENTS—(Continued)
| | | | |
| | 2008 | | 2007 |
5.25% note payable to Komatsu Financial, due in monthly installments of $3,214, including interest, to May 20, 2012, secured by equipment | | 136,254 | | — |
| | |
6.79% note payable to Wells Fargo Bank, due in monthly installments of $4,150, including interest, to February 28, 2011, secured by equipment | | 120,743 | | 160,690 |
| | |
5.95% note payable to Wells Fargo Bank, due in monthly installments of $5,670, including interest, to February 25, 2010, secured by equipment | | 107,565 | | 167,130 |
| | |
0.00% note payable to Komatsu Financial, due in monthly installments of $5,553, including interest, to January 1, 2010, secured by equipment | | 99,948 | | 166,581 |
| | |
5.90% note payable to John Deere Credit Services, due in monthly installments of $3,001, including interest, to February 1, 2011, secured by equipment | | 86,094 | | 116,061 |
| | |
4.90% notes payable to General Motors Acceptance Corp. due in monthly installments totaling $2,047, including interest, to April 18, 2012, secured by equipment | | 85,209 | | 105,103 |
| | |
5.90% note payable to CitiCapital Commercial Corp, due in monthly installments of $1,989, including interest, to February 15, 2012, secured by equipment | | 78,536 | | 97,173 |
| | |
0.00% note payable to John Deere Credit Services, due in monthly installments of $5,505, including interest, to January 10, 2009, secured by equipment | | 38,540 | | 104,608 |
| | |
4.75% note payable to John Deere Credit Services, due in monthly installments of $3,925, including interest, to May 10, 2009, secured by equipment | | 42,171 | | 86,132 |
| | |
5.90% note payable to CitiCapital Commercial Corp, due in monthly installments of $1,213, including interest, to February 15, 2012, secured by equipment | | 47,907 | | 59,276 |
| | |
0.00% note payable to Komatsu Financial, due in monthly installments of $852, including interest, to December 28, 2011, secured by equipment | | 35,791 | | — |
| | |
3.75% note payable to Komatsu Financial, due in monthly installments of $4,195, including interest, to September 1, 2008, secured by equipment | | 8,351 | | 57,373 |
| | |
2.90% note payable to Gehl Finance, due in monthly installments of $1,666, including interest, to December 27, 2009, secured by equipment | | 29,315 | | 48,162 |
| | |
0.00% note payable to Komatsu Financial, due in monthly installments of $1,458, including interest, to October 3, 2008, secured by equipment | | 4,375 | | 21,875 |
| | |
Various notes payable to State Bank & Trust, with interest rates ranging from 3.85% to 7.75%, due in monthly installments totaling $23,101, including interest, with various maturity dates to October 24, 2012, secured by vehicles | | 572,690 | | 606,182 |
| | |
Various notes payable to Ford Motor Credit, with interest rates ranging from 0.00% to 8.99%, due in monthly installments totaling $11,805, including interest, with various maturity dates to December 25, 2012, secured by vehicles | | 851,627 | | 340,524 |
F-13
NOTES TO FINANCIAL STATEMENTS—(Continued)
| | | | | | | | |
| | 2008 | | | 2007 | |
Notes paid in full in 2008 | | | — | | | | 67,376 | |
| | | | | | | | |
| | | 10,480,768 | | | | 5,929,781 | |
| | | | | | | | |
| | |
Less current maturities | | | (2,437,000 | ) | | | (1,350,300 | ) |
| | | | | | | | |
| | $ | 8,043,768 | | | $ | 4,579,481 | |
| | | | | | | | |
The Company has an available operating line of credit of $10,000,000, and a discretionary line of credit of $10,000,000 with State Bank and Trust of Fargo, ND. The operating line of credit and discretionary line of credit are due June 30, 2009. The operating line of credit had an outstanding balance of $231,106 and $0 as of June 30, 2008 and 2007, respectively. The discretionary line of credit had no outstanding balance as of June 30, 2008 and 2007. The Company has various financial covenants relating to the lines of credit and State Bank notes. As of June 30, 2008, the company was in compliance with the covenants.
Long-term debt maturities are as follows:
| | | |
Periods Ending June 30 | | Amount |
2009 | | $ | 2,437,000 |
2010 | | | 2,347,599 |
2011 | | | 2,562,385 |
2012 | | | 1,661,847 |
2013 | | | 1,134,717 |
Thereafter | | | 337,220 |
| | | |
| | $ | 10,480,768 |
| | | |
NOTE 6 - TREASURY STOCK
During 2008 the Company purchased 1,950 shares of Class B Series Non-voting common stock from a shareholder. The stock was recorded at cost as treasury stock and is shown separately as a deduction from stockholders’ equity. The total amount of treasury stock purchased was $1,189,500.
NOTE 7 - STOCKHOLDERS
The Company’s common stock consists of the following: Class A Series Voting common stock, $1 par value, 25,000 shares authorized, 4,185 shares issued and outstanding as of June 30, 2008 and 2007, respectively; Class B Series Non-voting common stock, $.10 par value, 250,000 shares authorized, 41,850 shares issued in 2008 and 2007, of which 1,950 and 0 were held in treasury at June 30, 2008 and 2007, respectively.
The Company’s stockholders and their respective ownership percentages as of June 30, 2008 are as follows:
| | | |
Stockholder | | Percent of Ownership of Outstanding Shares | |
Leo Wanzek Q-Tip Trust | | 42 | % |
Janet Wanzek | | 3 | % |
Wanzek Construction Irrevocable Trust | | 24 | % |
Jon Wanzek | | 26 | % |
Jon Wanzek Annuity Trust | | 5 | % |
| | | |
| | 100 | % |
| | | |
F-14
NOTES TO FINANCIAL STATEMENTS—(Continued)
The stock is subject to a stockholders’ agreement that generally provides that should any stockholder desire to sell his stock, it must first be offered to the other stockholder at a predetermined purchase price or at a price offered by an outside party. In addition, upon the death of a stockholder, the surviving stockholders shall purchase all of the then outstanding shares held by or for the deceased stockholder at a predetermined purchase price. This agreement is partially funded though a split dollar life insurance arrangement with Jon Wanzek insuring the lives of Leo and Janet Wanzek.
NOTE 8 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of a financial instrument is generally defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Quoted market prices are generally not available for the Company’s financial instruments. Accordingly, fair values are based on judgments regarding anticipated cash flows, future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates involve uncertainties and matters of judgment, and therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
The following methods and assumptions were used by the Company to estimate fair value of the financial instruments, and the estimated fair values of the Company’s financial instruments as of June 30, 2008 and 2007.
Long-term debt
The fair value of the long-term debt is estimated based on the current rates offered for debt of similar maturities. Based on the methods and assumptions used above, the fair values of long-term debt approximate their carrying values as of June 30, 2008 and 2007.
NOTE 9 - INCOME TAXES
The components giving rise to the net deferred tax liabilities have been included in the accompanying balance sheets as of June 30, 2008 and 2007 as follows:
| | | | | | | | |
| | 2008 | | | 2007 | |
Deferred tax assets | | | | | | | | |
Accrued vacation | | $ | 236,000 | | | $ | 155,000 | |
Deferred compensation | | | 123,000 | | | | 64,000 | |
Allowance for doubtful accounts | | | 30,000 | | | | 24,000 | |
Other accrued liabilities | | | 53,000 | | | | 40,000 | |
| | | | | | | | |
| | | 442,000 | | | | 283,000 | |
Deferred tax liability | | | | | | | | |
Property and equipment | | | (3,587,000 | ) | | | (2,155,000 | ) |
| | | | | | | | |
Noncurrent liability | | $ | (3,145,000 | ) | | $ | (1,872,000 | ) |
| | | | | | | | |
These amounts have been presented in the Company’s financial statements as follows:
| | | | | | | | |
| | 2008 | | | 2007 | |
Current deferred tax asset | | $ | 320,000 | | | $ | 219,000 | |
Long-term deferred tax liability | | | (3,465,000 | ) | | | (2,091,000 | ) |
| | | | | | | | |
Net deferred tax liability | | $ | (3,145,000 | ) | | $ | (1,872,000 | ) |
| | | | | | | | |
F-15
NOTES TO FINANCIAL STATEMENTS—(Continued)
The components of the provision for income taxes are as follows:
| | | | | | |
| | 2008 | | 2007 |
Currently payable | | $ | 5,181,200 | | $ | 323,000 |
Deferred tax | | | 1,048,000 | | | 165,000 |
| | | | | | |
Income taxes | | $ | 6,229,200 | | $ | 488,000 |
| | | | | | |
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate of 34 percent to pretax income for periods ending June 30, 2008 and 2007, due to non deductible expenses and other adjustments to taxable income as well as the varying state income tax rates, depending on the states the company is required to file in for the periods.
NOTE 10 - OPERATING LEASES
The Company leases equipment under long-term lease agreements. Minimum lease payments for operating leases in future periods are as follows:
| | | |
Periods Ending June 30 | | Amount |
2009 | | $ | 2,063,608 |
2010 | | | 1,969,016 |
2011 | | | 1,969,016 |
2012 | | | 1,754,410 |
2013 | | | 1,568,375 |
| | | |
| | $ | 9,324,425 |
| | | |
Rent expense for the six months ended June 30, 2008 and 2007, including month to month leases, totaled $11,364,174 and $2,646,100, respectively.
NOTE 11 - RELATED PARTY TRANSACTIONS
The company leases land and buildings from Wanzek Family Limited Partnership I, LLLP on a month-to-month basis. Rent expense totaled $96,000 and $75,000 for the six months ended June 30, 2008 and 2007, respectively. The company also leased land and building from Wanzek, Inc. on a month-to-month basis. Rent expense totaled $11,400 for the six months ended June 30, 2008 and 2007. The company also leases land and buildings from Janet Wanzek, company stockholder, on a month-to-month basis. Rent expense to Mrs. Wanzek totaled $6,000 for six months ended June 30, 2008 and 2007. During 2008 the company purchased approximately 91 acres of land from Mrs. Wanzek. The purchase price of the land was $273,450 and is included in property, plant, and equipment at cost. The company also has a note receivable from Janet Wanzek, balance due of $0 and $16,934 as of June 30, 2008 and 2007, respectively. This is a demand note with a variable interest rate (currently 2.80%) and is expected to be paid off within the next year. The company also has a note receivable from Jon Wanzek, balance due of $233,562 and $364,407 as of June 30, 2008 and 2007, respectively. This is a demand note with a variable interest rate (currently 2.80%). The company also has a note payable to Janet Wanzek, balance due of $13,897 and $0 as of June 30, 2008 and 2007, respectively.
F-16
NOTES TO FINANCIAL STATEMENTS—(Continued)
NOTE 12 - MAJOR CUSTOMERS
The Company derived 10 percent or more of its revenues from the following five major customers:
| | | | | | |
| | 2008 | | 2007 |
Customer A | | $ | 29,606,846 | | $ | — |
Customer B | | | 28,089,646 | | | — |
Customer C | | | — | | | 7,140,332 |
Customer D | | | — | | | 6,176,573 |
Customer E | | | — | | | 4,633,668 |
| | | | | | |
| | $ | 57,696,492 | | $ | 17,950,573 |
| | | | | | |
The company also had outstanding contracts and retainage receivables as of June 30, 2008 of $7,443,193 and $11,598,325 for Customers A and B, respectively. The company also had outstanding contracts and retainage receivables as of June 30, 2007 of $1,385,450, $1,219,276, and $453,523 for Customers C, D, and E, respectively.
NOTE 13 - EMPLOYEE BENEFIT PLANS
401(k) Plan
The Company has a 401(k) employee benefit plan that covers employees who have reached 21 years of age, who have completed six months of service and have received credit for 500 hours of service during a plan year. The Company is not required to make any contributions to the plan, however, qualified non-elective contributions or discretionary contributions may be made at the company’s discretion. The Company contributions to the plan were $0 for the periods ended June 30, 2008 and 2007.
Construction Employees Pension Plan
The Company participates in the Construction Employees Pension Plan, a multi-employer defined contribution pension plan which covers qualified hourly employees. Terms of the plan call for contributions based on the employee’s job classification.
Contributions to this plan are included in costs of contract revenues earned in the accompanying statements of operations. Contributions totaled $391,269 and $168,805 for the periods ended June 30, 2008 and 2007, respectively.
Deferred Compensation Plan
The Company has adopted a nonqualified unfunded deferred compensation plan for certain key employees. The Company’s contributions to the plan are discretionary. Deferred compensation expense totaled $75,000 and $24,000 for the six months ended June 30, 2008 and 2007.
NOTE 14 - CONTINGENCIES
The Company is subject to various other lawsuits and claims that arise in the ordinary course of business. Management believes the disposition of all such proceedings, individually or in the aggregate, relating to other lawsuits and claims should not have a material adverse effect on the company’s financial condition.
F-17
NOTES TO FINANCIAL STATEMENTS—(Continued)
NOTE 15 - BACKLOG
The following schedule shows a reconciliation of backlog representing the amount of revenue, excluding fees from management contracts, the Company expects to realize from work to be performed on uncompleted contracts in progress at June 30, 2008 and contractual agreements on which work has not yet begun.
| | | |
Balance, December 31, 2007 | | $ | 68,453,537 |
New contracts and change orders, 2008 | | | 259,679,201 |
| | | |
| | | 328,132,738 |
Less contract revenue earned, 2008 | | | 150,932,326 |
| | | |
Balance June 30, 2008 | | $ | 177,200,412 |
| | | |
The Company also has ongoing cost plus and time and material work estimated at $30,100,000 and has entered into additional contracts subsequent to the period ended June 30, 2008 totaling $98,700,000.
NOTE 16 - COMMITMENTS
Commitments
The Company has commitments for additions to property and equipment of approximately $15,368,000.
NOTE 17 - SUBSEQUENT EVENT
Subsequent to the period ending June 30, 2008, the shareholders of the Company have entered into an exclusive negotiation agreement with an unrelated third party for the sale of all outstanding shares of the Company. The agreement expires September 30, 2008.
F-18
INDEPENDENT AUDITOR’S REPORT
The Board of Directors
Wanzek Construction, Inc.
Fargo, North Dakota
We have audited the accompanying balance sheets ofWanzek Construction, Inc., as of December 31, 2007 and 2006, and the related statements of operations, retained earnings, and cash flows for the years ended December 31, 2007, 2006 and 2005. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we do not express such an opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position ofWanzek Construction, Inc., as of December 31, 2007 and 2006, and the results of its operations and its cash flows for the years ended December 31, 2007, 2006 and 2005, in conformity with accounting principles generally accepted in the United States of America.
/s/ Eide Bailly LLP
Fargo, North Dakota
April 3, 2008, except for note 15,
as to which the date is September 3, 2008
F-19
WANZEK CONSTRUCTION, INC.
BALANCE SHEETS
DECEMBER 31, 2007 AND 2006
| | | | | | |
| | 2007 | | 2006 |
ASSETS | | | | | | |
CURRENT ASSETS | | | | | | |
Cash and cash equivalents | | $ | 11,601,170 | | $ | 4,950,250 |
Marketable Securities | | | 119,526 | | | — |
Receivables | | | | | | |
Current billings, less allowance for doubtful accounts of $75,000 in 2007 and $60,000 in 2006 | | | 36,348,951 | | | 7,146,363 |
Retainage | | | 5,151,351 | | | 2,661,839 |
Other | | | 9,864 | | | 1,200 |
Notes receivable from stockholders | | | 10,715 | | | 19,935 |
Costs and estimated earnings in excess of billings on uncompleted contracts | | | 4,074,369 | | | 1,804,211 |
Inventories | | | 60,132 | | | 66,000 |
Prepaid expenses | | | 65,956 | | | 50,725 |
Deferred income taxes | | | 231,000 | | | 137,000 |
| | | | | | |
Total current assets | | | 57,673,034 | | | 16,837,523 |
| | | | | | |
| | |
OTHER ASSETS | | | | | | |
Cash surrender value of life insurance | | | 494,467 | | | 440,521 |
Deposits | | | 577,328 | | | — |
Other | | | 1,526 | | | 12,387 |
| | | | | | |
| | | 1,073,321 | | | 452,908 |
| | | | | | |
| | |
PROPERTY AND EQUIPMENT | | | 30,583,886 | | | 23,541,251 |
Less accumulated depreciation | | | 14,003,214 | | | 12,677,705 |
| | | | | | |
| | | 16,580,672 | | | 10,863,546 |
| | | | | | |
| | $ | 75,327,027 | | $ | 28,153,977 |
| | | | | | |
See Notes to Financial Statements
F-20
WANZEK CONSTRUCTION, INC.
BALANCE SHEETS—(Continued)
DECEMBER 31, 2007 AND 2006
| | | | | | |
| | 2007 | | 2006 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | |
CURRENT LIABILITIES | | | | | | |
Current maturities of long-term debt | | $ | 1,603,154 | | $ | 1,013,572 |
Accounts payable | | | | | | |
Current | | | 18,440,666 | | | 3,316,559 |
Retainage | | | 4,259,522 | | | 1,204,726 |
Billings in excess of costs and estimated earnings on uncompleted contracts | | | 10,022,870 | | | 1,097,792 |
Accrued expenses | | | | | | |
Taxes, other than income taxes | | | 722,940 | | | 230,421 |
Other accrued liabilities, primarily salaries, vacation and accrued workers compensation | | | 4,115,366 | | | 1,947,445 |
Income taxes payable | | | 4,006,080 | | | 533,267 |
| | | | | | |
Total current liabilities | | | 43,170,598 | | | 9,343,782 |
| | | | | | |
LONG-TERM DEBT, LESS CURRENT MATURITIES | | | 10,460,513 | | | 7,599,408 |
| | | | | | |
DEFERRED COMPENSATION | | | 231,300 | | | 136,300 |
| | | | | | |
DEFERRED INCOME TAXES | | | 2,328,000 | | | 1,844,000 |
| | | | | | |
CONTINGENCIES (NOTE 11) | | | | | | |
STOCKHOLDERS’ EQUITY | | | | | | |
Common stock | | | 8,370 | | | 8,370 |
Additional paid-in capital | | | 102,630 | | | 102,630 |
Retained earnings | | | 19,025,616 | | | 9,119,487 |
| | | | | | |
| | | 19,136,616 | | | 9,230,487 |
| | | | | | |
| | $ | 75,327,027 | | $ | 28,153,977 |
| | | | | | |
See Notes to Financial Statements
F-21
WANZEK CONSTRUCTION, INC.
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005
| | | | | | | | | | | | |
| | 2007 | | | 2006 | | | 2005 | |
OPERATIONS | | | | | | | | | | | | |
EARNED REVENUES | | $ | 191,893,498 | | | $ | 93,220,552 | | | $ | 78,013,442 | |
COSTS OF EARNED REVENUES | | | 167,480,456 | | | | 84,756,055 | | | | 72,199,356 | |
| | | | | | | | | | | | |
GROSS PROFIT | | | 24,413,042 | | | | 8,464,497 | | | | 5,814,086 | |
OPERATING EXPENSES | | | 8,075,532 | | | | 5,423,622 | | | | 4,087,248 | |
| | | | | | | | | | | | |
INCOME FROM OPERATIONS | | | 16,337,510 | | | | 3,040,875 | | | | 1,726,838 | |
| | | | | | | | | | | | |
OTHER INCOME (EXPENSE) | | | | | | | | | | | | |
Interest income | | | 187,342 | | | | 90,786 | | | | 50,302 | |
Discounts earned | | | 32,294 | | | | 2,306 | | | | 17,376 | |
Other income | | | 52,060 | | | | 30,429 | | | | 33,704 | |
Interest expense | | | (414,697 | ) | | | (379,355 | ) | | | (183,659 | ) |
Investment income | | | 1,071 | | | | — | | | | — | |
Gain on sale of equipment | | | 330,549 | | | | 1,228,394 | | | | 138,477 | |
| | | | | | | | | | | | |
| | | 188,619 | | | | 972,560 | | | | 56,200 | |
| | | | | | | | | | | | |
INCOME BEFORE INCOME TAXES | | | 16,526,129 | | | | 4,013,435 | | | | 1,783,038 | |
INCOME TAX PROVISION | | | (6,620,000 | ) | | | (2,220,000 | ) | | | (725,000 | ) |
| | | | | | | | | | | | |
NET INCOME | | $ | 9,906,129 | | | $ | 1,793,435 | | | $ | 1,058,038 | |
| | | | | | | | | | | | |
RETAINED EARNINGS | | | | | | | | | | | | |
BALANCE, BEGINNING OF YEAR | | $ | 9,119,487 | | | $ | 7,326,052 | | | $ | 6,268,014 | |
Net income | | | 9,906,129 | | | | 1,793,435 | | | | 1,058,038 | |
| | | | | | | | | | | | |
BALANCE, END OF YEAR | | $ | 19,025,616 | | | $ | 9,119,487 | | | $ | 7,326,052 | |
| | | | | | | | | | | | |
See Notes to Financial Statements
F-22
WANZEK CONSTRUCTION, INC.
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005
| | | | | | | | | | | | |
| | 2007 | | | 2006 | | | 2005 | |
OPERATING ACTIVITIES | | | | | | | | | | | | |
Net income | | $ | 9,906,129 | | | $ | 1,793,435 | | | $ | 1,058,038 | |
Charges and credits to net income not affecting cash | | | | | | | | | | | | |
Depreciation | | | 2,529,865 | | | | 2,075,442 | | | | 1,729,586 | |
Deferred income taxes | | | 390,000 | | | | 447,000 | | | | 130,000 | |
Gain on sale of equipment | | | (330,549 | ) | | | (1,228,394 | ) | | | (138,477 | ) |
Deferred compensation | | | 95,000 | | | | 53,000 | | | | 26,628 | |
Changes in assets and liabilities | | | | | | | | | | | | |
Receivables | | | (31,700,764 | ) | | | 5,295,550 | | | | (5,975,009 | ) |
Costs and estimated earnings in excess of billings on uncompleted contracts | | | (2,270,158 | ) | | | (588,685 | ) | | | (807,160 | ) |
Inventories | | | 5,868 | | | | (41,559 | ) | | | 41,732 | |
Prepaid expenses | | | (15,231 | ) | | | (18,722 | ) | | | 17,892 | |
Accounts payable | | | 18,178,903 | | | | (4,560,876 | ) | | | 5,125,817 | |
Billings in excess of costs and estimated earnings on uncompleted contracts | | | 8,925,078 | | | | (1,712,654 | ) | | | (49,908 | ) |
Accrued taxes, other than income taxes | | | 492,519 | | | | (151,009 | ) | | | 73,816 | |
Other accrued liabilities | | | 2,167,921 | | | | 674,793 | | | | (74,378 | ) |
Income taxes payable | | | 3,472,813 | | | | 409,604 | | | | (209,995 | ) |
| | | | | | | | | | | | |
NET CASH FROM OPERATING ACTIVITIES | | | 11,847,394 | | | | 2,446,925 | | | | 948,582 | |
| | | | | | | | | | | | |
INVESTING ACTIVITIES | | | | | | | | | | | | |
Property and equipment purchases | | | (4,840,575 | ) | | | (2,746,988 | ) | | | (5,397,615 | ) |
Proceeds from sale of equipment | | | 422,242 | | | | 1,563,838 | | | | 256,103 | |
Deposits paid | | | (577,328 | ) | | | — | | | | — | |
Purchase of marketable securities | | | (119,526 | ) | | | — | | | | — | |
Increase in cash value of life insurance | | | (53,946 | ) | | | (49,132 | ) | | | (42,169 | ) |
Collection (advance) on note receivable | | | 9,220 | | | | (3,417 | ) | | | 6,678 | |
Other | | | 10,861 | | | | 12,693 | | | | (4,382 | ) |
| | | | | | | | | | | | |
NET CASH USED FOR INVESTING ACTIVITIES | | | (5,149,052 | ) | | | (1,223,006 | ) | | | (5,181,385 | ) |
| | | | | | | | | | | | |
FINANCING ACTIVITIES | | | | | | | | | | | | |
Proceeds from long-term debt borrowings | | | 5,115,000 | | | | 4,465,848 | | | | 4,967,181 | |
Principal payments on long-term debt | | | (5,162,422 | ) | | | (4,788,854 | ) | | | (1,482,440 | ) |
| | | | | | | | | | | | |
NET CASH FROM FINANCING ACTIVITIES | | | (47,422 | ) | | | (323,006 | ) | | | 3,484,741 | |
| | | | | | | | | | | | |
NET CHANGE IN CASH | | | 6,650,920 | | | | 900,913 | | | | (748,062 | ) |
CASH & CASH EQUIVALENTS AT BEGINNING OF YEAR | | | 4,950,250 | | | | 4,049,337 | | | | 4,797,399 | |
| | | | | | | | | | | | |
CASH & CASH EQUIVALENTS AT END OF YEAR | | $ | 11,601,170 | | | $ | 4,950,250 | | | $ | 4,049,337 | |
| | | | | | | | | | | | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | | | | | | | | | | | | |
Cash paid during the year for | | | | | | | | | | | | |
Interest | | $ | 384,082 | | | $ | 377,161 | | | $ | 169,830 | |
Income taxes | | | 2,757,188 | | | | 1,308,585 | | | | 812,751 | |
| | | | | | | | | | | | |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES | | | | | | | | | | | | |
Acquisition of property through the issuance of notes payable | | $ | 3,498,109 | | | $ | 611,003 | | | $ | — | |
| | | | | | | | | | | | |
See Notes to Financial Statements
F-23
WANZEK CONSTRUCTION, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007, 2006 AND 2005
NOTE 1 - PRINCIPAL ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activity
The Company performs construction services primarily in the biofuels industry (ethanol and biodiesel plants), wind energy, heavy/civil, industrial process, and the power industry, along with construction of bridges, water and sewage treatment facilities, and commercial buildings. The company is located in Fargo, North Dakota.
Cash and cash equivalents
The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.
Receivable and Credit Policy
The Company grants credit to customers, the majority of whom are companies and government entities located in United States. Contract receivables are written off when they are determined to be uncollectible. The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic conditions in the construction industry, and the financial stability of its customers.
Risk and Concentrations
The Company’s cash balances are maintained in secured bank deposit accounts at one financial institution. Periodically, cash balances are in excess of federally insured limits.
Revenue and Cost Recognition
Revenues from fixed-price, modified fixed-price and unit-price construction contracts are recognized on the percentage-of-completion method, measured by the percentage of contract costs incurred to date to estimated total contract costs for each contract. This method is used because management considers expended contract costs to be the best available measure of progress on these contracts. Under this method, profit is recorded when progress on a contract reaches a point where reasonable estimates of the contract’s final results can be made. Because of the inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change within the near term. 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, or ratably over the term of the project, depending upon the terms of the individual contract. Revenues from time and materials contracts are recognized on the basis of costs incurred during the period plus the fee earned.
Contract costs include all direct materials, labor, and subcontractor costs and those indirect costs related to contract performance, such as indirect labor, depreciation, supplies, tools, repairs and fringe benefits. Selling, general and administrative costs are charged to expense as 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, including those arising from contract penalty provisions and final contract settlements, 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.
F-24
NOTES TO FINANCIAL STATEMENTS—(Continued)
Inventories
Construction materials and supplies are valued at the lower of cost, using the first-in, first-out (FIFO) method, or market.
Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Property and Equipment
Property and equipment are stated at cost. Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are charged to expense currently. When depreciable properties are retired or sold, the cost and related accumulated depreciation are eliminated from the accounts and the resultant gain or loss is reflected in income.
Depreciation is provided for over the estimated useful lives of the individual assets using accelerated and straight-line methods. The estimated useful lives used in the computation of depreciation are as follows:
| | |
Buildings | | 30-39 years |
Leasehold improvements | | 8-20 years |
Machinery and equipment | | 5-10 years |
Automotive equipment | | 3-6 years |
Office furniture and equipment | | 5-8 years |
Shop equipment | | 5-7 years |
Income Taxes
The provision for income taxes includes federal and state taxes payable. Deferred taxes relate primarily to differences between the basis of property and equipment, vacation reserve, and deferred compensation. For financial reporting purposes, the Company uses straight-line and accelerated methods of depreciation with lives of 5 to 39 years, while, for income tax purposes, the company uses required statutory guidelines. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled.
Reclassifications
Certain reclassifications have been made to the 2005 and 2006 financial statements to conform with the 2007 reporting format. These reclassifications have no effect on net income.
Sales Taxes
The Company has customers in states and municipalities in which those governmental units impose a sales tax on certain sales. The Company collects those sales taxes from its customers and remits the entire amount to the various governmental units. The Company’s accounting policy is to exclude the tax collected and remitted from revenue and cost of revenue.
F-25
NOTES TO FINANCIAL STATEMENTS—(Continued)
NOTE 2 - UNCOMPLETED CONTRACTS
| | | | | | | |
| | 2007 | | | 2006 |
Costs incurred on uncompleted contracts | | $ | 177,665,573 | | | $ | 89,974,696 |
Estimated earnings | | | 20,542,053 | | | | 6,371,398 |
| | | | | | | |
| | | 198,207,626 | | | | 96,346,094 |
Less billings to date | | | 204,156,127 | | | | 95,639,675 |
| | | | | | | |
| | $ | (5,948,501 | ) | | $ | 706,419 |
| | | | | | | |
Included in the accompanying balance sheets under the following captions:
| | | | | | | | |
Costs and estimated earnings in excess of billings on uncompleted contracts | | $ | 4,074,369 | | | $ | 1,804,211 | |
Billings in excess of costs and estimated earnings on uncompleted contracts | | | (10,022,870 | ) | | | (1,097,792 | ) |
| | | | | | | | |
| | $ | (5,948,501 | ) | | $ | 706,419 | |
| | | | | | | | |
NOTE 3 - PROPERTY AND EQUIPMENT
Details relative to the company’s property and equipment are as follows:
| | | | | | | | | | | | |
| | 2007 | | |
Description | | Cost | | Accumulated Depreciation | | Net Book Value | | 2006 Net Book Value |
Land | | $ | 65,922 | | $ | — | | $ | 65,922 | | $ | 65,922 |
Land improvements | | | 141,045 | | | 16,075 | | | 124,970 | | | 61,781 |
Construction in progress | | | 483,479 | | | — | | | 483,479 | | | — |
Buildings | | | 1,355,167 | | | 330,259 | | | 1,024,908 | | | 1,065,997 |
Leasehold improvements | | | 124,981 | | | 47,268 | | | 77,713 | | | 39,813 |
Automotive equipment | | | 4,699,788 | | | 2,295,485 | | | 2,404,303 | | | 1,471,090 |
Machinery and equipment | | | 22,524,405 | | | 10,655,241 | | | 11,869,164 | | | 7,692,388 |
Office furniture and equipment | | | 997,176 | | | 554,917 | | | 442,259 | | | 395,451 |
Shop equipment | | | 191,923 | | | 103,969 | | | 87,954 | | | 71,104 |
| | | | | | | | | | | | |
| | $ | 30,583,886 | | $ | 14,003,214 | | $ | 16,580,672 | | $ | 10,863,546 |
| | | | | | | | | | | | |
Depreciation expense equaled $2,529,865, $2,075,442, and $1,729,586 for the years ended December 31, 2007, 2006 and 2005 respectively.
F-26
NOTES TO FINANCIAL STATEMENTS—(Continued)
NOTE 4 - LIFE INSURANCE POLICIES
The Company is the owner and beneficiary of life insurance policies insuring the life of Leo Wanzek. The Company has received a collateral assignment on a joint survivor life insurance policy insuring the lives of Leo and Janet Wanzek, the owner and beneficiary of which is Jon Wanzek. Details relative to the life insurance policies are as follows:
| | | | | | | | | |
| | | | Cash Surrender Value |
Insured | | Policy Amount | | 2007 | | 2006 |
Leo and Janet Wanzek | | $ | 3,100,000 | | $ | 361,286 | | $ | 308,068 |
Jon Wanzek | | | 300,000 | | | 3,406 | | | 2,793 |
Leo Wanzek | | | 250,000 | | | 13,307 | | | 18,366 |
Leo Wanzek | | | 100,000 | | | 79,046 | | | 74,393 |
Leo Wanzek | | | 50,000 | | | 37,422 | | | 36,901 |
| | | | | | | | | |
| | $ | 3,800,000 | | $ | 494,467 | | $ | 440,521 |
| | | | | | | | | |
NOTE 5 - LONG – TERM DEBT
Long-term debt consists of:
| | | | | | |
| | 2007 | | 2006 |
6.75% variable rate note payable to State Bank & Trust, due December 31, 2012, secured by receivables, inventory and equipment | | $ | 2,000,000 | | $ | — |
| | |
7% variable rate note payable to State Bank & Trust, due June 30, 2009, secured by receivables, inventory and equipment | | | 1,785,000 | | | 2,800,000 |
| | |
7% variable rate equipment line of credit to State Bank & Trust, due December 31, 2011, secured by receivables, inventory and equipment | | | 1,330,000 | | | 1,000,000 |
| | |
6.068% not payable to National City Commercial Capital Company due in monthly installments of $15,949, including interest, to September 3, 2014, secured by equipment | | | 1,042,677 | | | — |
| | |
6.87% note payable to Wells Fargo Equipment Finance, due in monthly installments of $11,179, including interest, to April 15, 2014, secured by equipment | | | 687,304 | | | — |
| | |
6.75% mortgage payable to State Bank & Trust, due in monthly installments of $6,397, including interest, to October 15, 2010, secured by building | | | 653,590 | | | 685,121 |
| | |
6.67% note payable to Wells Fargo Equipment Finance, due in monthly installments of $13,138, including interest, to January 31, 2012, secured by equipment | | | 562,196 | | | 678,126 |
| | |
6.15% note payable to Wells Fargo Equipment Finance, due in monthly installments of $10,218, including interest, to August 31, 2012, secured by equipment | | | 496,302 | | | 585,395 |
| | |
6.30% note payable to Wells Fargo Bank, due in monthly installments of $12,900 including interest, to November 30, 2010, secured by equipment | | | 416,209 | | | 550,020 |
| | |
7.02% note payable to Wells Fargo Equipment Finance, due in monthly installments of $8,683, including interest, to September 30, 2012, secured by equipment | | | 419,847 | | | 491,807 |
| | |
5.69% note payable to General Electric Capital, due in monthly installments of $6,485, including interest, to August 1, 2012, secured by equipment | | | 195,061 | | | 259,775 |
F-27
NOTES TO FINANCIAL STATEMENTS—(Continued)
| | | | | | | | |
| | 2007 | | | 2006 | |
0.00% note payable to Komatsu Financial, due in monthly installments of $5,230, including interest, to October 10, 2010, secured by equipment | | | 177,816 | | | | — | |
| | |
5.95% note payable to Wells Fargo Bank, due in monthly installments of $5,670, including interest, to February 25, 2010, secured by equipment | | | 137,796 | | | | 195,506 | |
| | |
6.79% note payable to Wells Fargo Bank, due in monthly installments of $4,150, including interest, to February 28, 2011, secured by equipment | | | 141,087 | | | | 182,803 | |
| | |
0.00% note payable to Komatsu Financial, due in monthly installments of $5,553, including interest, to January 1, 2010, secured by equipment | | | 133,265 | | | | — | |
| | |
5.90% note payable to John Deere Credit Services, due in monthly installments of $3,001, including interest, to February 1, 2011, secured by equipment | | | 101,298 | | | | 130,396 | |
| | |
4.90% notes payable to General Motors Acceptance Corp. due in monthly installments totaling $2,047, including interest, to April 18, 2012, secured by equipment | | | 95,278 | | | | — | |
| | |
5.90% note payable to CitiCapital Commercial Corp, due in monthly installments of $1,989, including interest, to February 15, 2012, secured by equipment | | | 87,992 | | | | — | |
| | |
0.00% note payable to John Deere Credit Services, due in monthly installments of $5,505, including interest, to January 10, 2009, secured by equipment | | | 71,574 | | | | — | |
| | |
4.75% note payable to John Deere Credit Services, due in monthly installments of $3,925, including interest, to May 10, 2009, secured by equipment | | | 64,412 | | | | 107,343 | |
| | |
5.90% note payable to CitiCapital Commercial Corp, due in monthly installments of $1,213, including interest, to February 15, 2012, secured by equipment | | | 53,675 | | | | — | |
| | |
0.00% note payable to Komatsu Financial, due in monthly installments of $852, including interest, to December 28, 2011, secured by equipment | | | 40,904 | | | | — | |
| | |
3.75% note payable to Komatsu Financial, due in monthly installments of $4,195, including interest, to September 1, 2008, secured by equipment | | | 33,091 | | | | 81,205 | |
| | |
2.90% note payable to Gehl Finance, due in monthly installments of $1,666, including interest, to December 27, 2009, secured by equipment | | | 38,807 | | | | 57,383 | |
| | |
3.90% note payable to John Deere Credit Services, due in monthly installments of $3,245, including interest, to May 20, 2008, secured by equipment | | | 16,072 | | | | 53,598 | |
| | |
4.90% note payable to Mercedes Benz Credit, due in monthly installments of $885, including interest, to February 12, 2010, secured by vehicle | | | 21,797 | | | | 31,104 | |
| | |
0.00% note payable to Komatsu Financial, due in monthly installments of $1,458, including interest, to October 3, 2008, secured by equipment | | | 13,125 | | | | 30,625 | |
| | |
Various notes payable to State Bank & Trust, with interest rates ranging from 3.85% to 7.75%, due in monthly installments totaling $23,101, including interest, with various maturity dates to October 24, 2012, secured by vehicles | | | 683,271 | | | | 521,156 | |
| | |
Various notes payable to Ford Motor Credit, with interest rates ranging from 0.00% to 8.99%, due in monthly installments totaling $11,805, including interest, with various maturity dates to December 25, 2012, secured by vehicles | | | 564,221 | | | | 158,743 | |
| | |
Notes paid in full | | | — | | | | 12,874 | |
| | | | | | | | |
| | | 12,063,667 | | | | 8,612,980 | |
Less current maturities | | | (1,603,154 | ) | | | (1,013,572 | ) |
| | | | | | | | |
| | $ | 10,460,513 | | | $ | 7,599,408 | |
| | | | | | | | |
F-28
NOTES TO FINANCIAL STATEMENTS—(Continued)
The Company has an available operating line of credit of $10,000,000, and a term equipment line of $2,000,000 with State Bank and Trust of Fargo, ND. The operating line of credit is due May 15, 2008. The term equipment line was approved for 2007 purchases and matures in 2012. As of December 31, 2007, the term equipment line had an outstanding balance of $2,000,000, while the operating line of credit did not have an outstanding balance. As of December 31, 2006, neither lines of credit had an outstanding balance. The Company has various financial covenants relating to the lines of credit and State Bank notes. As of December 31, 2007, the company was in compliance with the covenants.
Long-term debt maturities are as follows:
| | | |
Years Ending December 31 | | Amount |
2008 | | $ | 1,603,154 |
2009 | | | 3,283,202 |
2010 | | | 1,869,969 |
2011 | | | 2,252,675 |
2012 | | | 2,568,520 |
Thereafter | | | 486,147 |
| | | |
| | $ | 12,063,667 |
| | | |
NOTE 6 - STOCKHOLDERS
The Company’s common stock consists of the following: Class A Series Voting common stock, $1 par value, 25,000 shares authorized, 4,185 shares issued and outstanding as of December 31, 2007 and 2006, respectively; Class B Series Non-voting common stock, $.10 par value, 250,000 shares authorized, 41,850 shares issued and outstanding as of December 31, 2007 and 2006, respectively.
The Company’s stockholders and their respective ownership percentages as of December 31, 2007 and 2006 are as follows:
| | | | | | |
Stockholder | | Percent of Ownership of Outstanding Shares 2007 | | | Percent of Ownership of Outstanding Shares 2006 | |
Leo Wanzek | | 41 | % | | 47 | % |
Janet Wanzek | | 30 | % | | 37 | % |
Jon Wanzek | | 29 | % | | 16 | % |
| | | | | | |
| | 100 | % | | 100 | % |
| | | | | | |
The stock is subject to a stockholders’ agreement that provides that should any stockholder desire to sell his stock, it must first be offered to the other stockholder at a predetermined purchase price or at a price offered by an outside party. In addition, upon the death of a stockholder, the surviving stockholders shall purchase all of the then outstanding shares held by or for the deceased stockholder at a predetermined purchase price. This agreement is partially funded though a split dollar life insurance arrangement with Jon Wanzek insuring the lives of Leo and Janet Wanzek.
F-29
NOTES TO FINANCIAL STATEMENTS—(Continued)
NOTE 7 - INCOME TAXES
The components giving rise to the net deferred tax liabilities have been included in the accompanying balance sheets as of December 31, 2007 and 2006 as follows:
| | | | | | | | |
| | 2007 | | | 2006 | |
Deferred tax assets | | | | | | | | |
Accrued vacation | | $ | 175,000 | | | $ | 83,000 | |
Deferred compensation | | | 93,000 | | | | 54,000 | |
Allowance for doubtful accounts | | | 30,000 | | | | 24,000 | |
Other accrued liabilities | | | 40,000 | | | | 30,000 | |
| | | | | | | | |
| | | 338,000 | | | | 191,000 | |
Deferred tax liability | | | | | | | | |
Property and equipment | | | (2,435,000 | ) | | | (1,898,000 | ) |
| | | | | | | | |
Noncurrent liability | | $ | (2,097,000 | ) | | $ | (1,707,000 | ) |
| | | | | | | | |
These amounts have been presented in the Company’s financial statements as follows:
| | | | | | | | |
| | 2007 | | | 2006 | |
Current deferred tax asset | | $ | 231,000 | | | $ | 137,000 | |
Long-term deferred tax liability | | | (2,328,000 | ) | | | (1,844,000 | ) |
| | | | | | | | |
Net deferred tax liability | | $ | (2,097,000 | ) | | $ | (1,707,000 | ) |
| | | | | | | | |
The components of the provision for income taxes are as follows:
| | | | | | | | | |
| | 2007 | | 2006 | | 2005 |
Currently payable | | $ | 6,230,000 | | $ | 1,407,000 | | $ | 595,000 |
Deferred tax | | | 390,000 | | | 447,000 | | | 130,000 |
Income taxes incurred in connection with IRS examination | | | — | | | 366,000 | | | — |
| | | | | | | | | |
Income taxes | | $ | 6,620,000 | | $ | 2,220,000 | | $ | 725,000 |
| | | | | | | | | |
NOTE 8 - OPERATING LEASES
The Company leases equipment under long-term lease agreements. Minimum lease payments for operating leases in future years are as follows:
| | | |
Years Ending December 31 | | Amount |
2008 | | $ | 1,037,480 |
2009 | | | 888,302 |
2010 | | | 856,771 |
2011 | | | 808,408 |
2012 | | | 553,754 |
| | | |
| | $ | 4,144,715 |
| | | |
Rent expense for 2007, 2006 and 2005, including month to month leases, totaled $11,845,534, $3,527,501, and $3,800,806, respectively.
F-30
NOTES TO FINANCIAL STATEMENTS—(Continued)
NOTE 9 - RELATED PARTY TRANSACTIONS
Notes receivable from stockholders, which include cash advances and other transactions are reflected on the accompanying balance sheets as follows:
| | | | | | |
| | 2007 | | 2006 |
Leo Wanzek | | $ | 2,080 | | $ | 4,111 |
John Wanzek | | | 8,634 | | | 15,824 |
| | | | | | |
| | $ | 10,714 | | $ | 19,935 |
| | | | | | |
The note receivable from Leo Wanzek is a demand note with a variable interest rate (4.92% at December 31, 2007) and is expected to be paid off within the next year. The note receivable from John Wanzek is a demand note with a variable interest rate (4.72% at December 31, 2007). Interest income from the notes receivable from stockholders totaled $19,342, $20,961, and $6,066, respectively.
The company rents land and buildings from various related parties under month to month leases. The rent expense incurred to related parties is as follows:
| | | | | | | | | |
| | 2007 | | 2006 | | 2005 |
Wanzek Family Limited Partnership I, LLLP | | $ | 157,000 | | $ | 150,000 | | $ | 137,225 |
Wanzek, Inc. | | | 22,800 | | | 15,960 | | | 12,000 |
Leo Wanzek (majority stockholder) | | | 12,000 | | | 12,000 | | | 12,000 |
| | | | | | | | | |
| | $ | 191,800 | | $ | 177,960 | | $ | 161,225 |
| | | | | | | | | |
NOTE 10 - MAJOR CUSTOMERS
The Company derived 10 percent or more of its revenues from the following three major customers:
| | | |
| | 2007 |
Customer A | | $ | 24,828,709 |
Customer B | | | 24,033,571 |
Customer C | | | 20,103,517 |
| | | |
| | $ | 68,965,797 |
| | | |
The Company also had outstanding contracts and retainage receivables of $6,761,555, $6,640,317, and $5,423,893 for Customers A, B, and C, respectively.
NOTE 11 - EMPLOYEE BENEFIT PLANS
401(k) Plan
The Company has a 401(k) employee benefit plan that covers employees who have reached 21 years of age, who have completed six months of service and have received credit for 500 hours of service during a plan year. The Company is not required to make any contributions to the plan, however, qualified non-elective contributions or discretionary contributions may be made at the company’s discretion. The Company contributions to the plan were $395,330, $235,641, and $147,500 in 2007, 2006 and 2005, respectively.
Construction Employees Pension Plan
The Company participates in the Construction Employees Pension Plan, a multi-employer defined contribution pension plan which covers qualified hourly employees. Terms of the plan call for contributions based on the employee’s job classification.
F-31
NOTES TO FINANCIAL STATEMENTS—(Continued)
Contributions to this plan are included in costs of contract revenues earned in the accompanying statements of operations. Contributions totaled $245,617, $178,098, and $148,261 in 2007, 2006 and 2005, respectively.
Deferred Compensation Plan
The Company has adopted a nonqualified unfunded deferred compensation plan for certain key employees. The Company’s contributions to the plan are discretionary. Deferred compensation expense totaled $95,000, $53,000, and $26,628 in 2007, 2006 and 2005, respectively.
NOTE 12 - CONTINGENCIES
The Company is subject to various other lawsuits and claims that arise in the ordinary course of business. Management believes the disposition of all such proceedings, individually or in the aggregate, relating to other lawsuits and claims should not have a material adverse effect on the company’s financial condition.
NOTE 13 - BACKLOG
The following schedule shows a reconciliation of backlog representing the amount of revenue, excluding fees from management contracts, the Company expects to realize from work to be performed on uncompleted contracts in progress at December 31, 2007 and contractual agreements on which work has not yet begun.
| | | |
Balance, December 31, 2006 | | $ | 21,396,126 |
New contracts and change orders, 2007 | | | 238,950,909 |
| | | |
| | | 260,347,035 |
Less contract revenue earned, 2007 | | | 191,893,498 |
| | | |
Balance December 31, 2007 | | $ | 68,453,537 |
| | | |
The Company also has ongoing cost plus and time and material work estimated at $49,000,000 and has entered into additional contracts subsequent to year end totaling $45,300,000.
NOTE 14 - COMMITMENTS
Commitments
Subsequent to year end, the Company has commitments for additions to property and equipment of approximately $12,611,000.
NOTE 15 - SUBSEQUENT EVENT
On September 3, 2008, the shareholders of the Company entered into an exclusive negotiation agreement with an unrelated third party for the sale of all outstanding shares of the Company.
F-32