Exhibit 99.2
ALBECK GERKEN, INC.
FINANCIAL STATEMENTS
AND
INDEPENDENT AUDITORS’ REPORT
YEARS ENDED DECEMBER 31, 2018 AND 2017
Contents
| Page |
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INDEPENDENT AUDITORS’ REPORT | 1 - 2 |
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FINANCIAL STATEMENTS | |
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Balance Sheets | 3 |
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Statements of Income | 4 |
| |
Statements of Shareholders’ Equity | 5 |
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Statements of Cash Flows | 6 |
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Notes to Financial Statements | 7-15 |
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SUPPLEMENTAL INFORMATION | |
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Schedules of General and Administrative Expenses | 16 |
INDEPENDENT AUDITORS’ REPORT
To the Shareholders
Albeck Gerken, Inc
Tampa, Florida
Report on Financial Statements
We have audited the accompanying financial statements of Albeck Gerken, Inc. (a Nebraska Corporation) which comprise the balance sheets as of December 31, 2018 and 2017, and the related statements of income, shareholders’ equity, and cash flows for the years then ended, and the related notes to the financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
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 audits to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
1
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Albeck Gerken, Inc. as of December 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
Report on Supplementary Information
Our audits were conducted for the purpose of forming an opinion on the financial statements as a whole. The schedules of general and administrative expenses are presented for purposes of additional analysis and are not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audits of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole.
/s/ BLAND & ASSOCIATES, P.C.
Omaha, Nebraska
May 28, 2019
2
ALBECK GERKEN, INC.
BALANCE SHEETS
| | December 31, | |
ASSETS | | 2018 | | 2017 | |
| | | | | |
CURRENT ASSETS | | | | | |
Cash and Cash Equivalents | | $ | 882,431 | | $ | 302,620 | |
Investments | | 90,660 | | 100,329 | |
Accounts Receivable | | 890,286 | | 1,452,586 | |
Prepaid Expenses | | 120,036 | | 146,048 | |
Deposits | | 41,178 | | 39,889 | |
Work in Progress | | 8,651 | | 13,334 | |
Current Portion of Shareholder Notes Receivable | | 111,722 | | 69,500 | |
Total Current Assets | | 2,144,964 | | 2,124,306 | |
| | | | | |
PROPERTY AND EQUIPMENT | | | | | |
Software | | 66,337 | | 66,337 | |
Leasehold Improvements | | 72,905 | | 72,905 | |
Vehicles | | 495,380 | | 469,861 | |
Furniture, Fixtures and Equipment | | 790,051 | | 791,324 | |
| | 1,424,673 | | 1,400,427 | |
Less Accumulated Depreciation | | (975,049 | ) | (827,664 | ) |
Total Property and Equipment | | 449,624 | | 572,763 | |
| | | | | |
OTHER ASSETS | | | | | |
Shareholder Notes Receivable, Less Current Portion | | 471,668 | | 278,000 | |
| | | | | |
| | $ | 3,066,256 | | $ | 2,975,069 | |
| | December 31, | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | 2018 | | 2017 | |
| | | | | |
CURRENT LIABILITIES | | | | | |
Accounts Payable | | $ | 112,893 | | $ | 107,822 | |
Current Portion of Shareholder Note Payable | | 111,722 | | — | |
Accrued Expenses | | 335,604 | | 274,885 | |
Total Current Liabilities | | 560,219 | | 382,707 | |
| | | | | |
LONG-TERM LIABILITIES | | | | | |
Shareholder Note Payable, Less Current Portion | | 471,668 | | — | |
Stock Appreciation Rights Payable | | 85,642 | | 66,436 | |
Total Long-Term Liabilities | | 557,310 | | 66,436 | |
Total Liabilities | | 1,117,529 | | 449,143 | |
| | | | | |
COMMITMENTS AND CONTINGENCIES | | — | | — | |
| | | | | |
SHAREHOLDERS’ EQUITY | | | | | |
$1 Par Value, Authorized 10,000 Shares, Issued and Outstanding 3,788 and 3,125 Shares, Respectively | | 3,788 | | 3,125 | |
Additional Paid-In-Capital | | 1,406,667 | | 524,375 | |
Retained Earnings | | 538,732 | | 1,998,426 | |
Unrealized Holding Loss on Investments | | (460 | ) | — | |
Total Shareholders’ Equity | | 1,948,727 | | 2,525,926 | |
| | $ | 3,066,256 | | $ | 2,975,069 | |
The accompanying notes to financial statements are
an integral part of these statements
3
ALBECK GERKEN, INC.
STATEMENTS OF INCOME
| | Years Ended December 31, | |
| | 2018 | | 2017 | |
| | | | | |
REVENUES | | $ | 8,098,972 | | $ | 7,572,441 | |
| | | | | |
COST OF REVENUES | | 3,067,345 | | 3,136,602 | |
| | | | | |
Gross Profit | | 5,031,627 | | 4,435,839 | |
| | | | | |
GENERAL AND ADMINISTRATIVE EXPENSES | | 3,161,821 | | 2,740,020 | |
| | | | | |
Operating Income | | 1,869,806 | | 1,695,819 | |
| | | | | |
OTHER INCOME | | | | | |
Dividend Income | | 2,072 | | 329 | |
Interest Income | | 2,903 | | 1,930 | |
Gain on Disposal of Property and Equipment | | 980 | | 2,101 | |
Total Other Income | | 5,955 | | 4,360 | |
| | | | | |
NET INCOME | | $ | 1,875,761 | | $ | 1,700,179 | |
The accompanying notes to financial statements are
an integral part of these statements
4
ALBECK GERKEN, INC.
STATEMENTS OF SHAREHOLDERS’ EQUITY
| | Common Stock | | Additional Paid-In- Capital | | Retained Earnings | | Accumulated Other Comprehensive Income (Loss) Net Unrealized Holding Loss on Marketable Securities | | Total Shareholders’ Equity | |
BALANCES, January 1, 2017 | | $ | 2,778 | | $ | 249,722 | | $ | 1,598,247 | | $ | — | | $ | 1,850,747 | |
Issuance of Common Stock | | 347 | | — | | — | | — | | 347 | |
Shareholder Distributions | | — | | — | | (1,300,000 | ) | — | | (1,300,000 | ) |
Shareholder Contributions | | — | | 274,653 | | — | | — | | 274,653 | |
Net Income | | — | | — | | 1,700,179 | | — | | 1,700,179 | |
BALANCES, December 31, 2017 | | 3,125 | | 524,375 | | 1,998,426 | | — | | 2,525,926 | |
Issuance of Common Stock | | 663 | | — | | — | | — | | 663 | |
Shareholder Distributions | | — | | — | | (3,335,455 | ) | — | | (3,335,455 | ) |
Shareholder Contributions | | — | | 882,292 | | — | | — | | 882,292 | |
Net Income | | — | | — | | 1,875,761 | | — | | 1,875,761 | |
Changes in Comprehensive Income | | — | | — | | — | | (460 | ) | (460 | ) |
BALANCES, December 31, 2018 | | $ | 3,788 | | $ | 1,406,667 | | $ | 538,732 | | $ | (460 | ) | $ | 1,948,727 | |
The accompanying notes to financial statements are
an integral part of these statements
5
ALBECK GERKEN, INC.
STATEMENTS OF CASH FLOWS
| | Years Ended December 31, | |
| | 2018 | | 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | |
Net Income | | $ | 1,875,761 | | $ | 1,700,179 | |
Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities: | | | | | |
Depreciation | | 158,049 | | 176,104 | |
Gain on Disposal of Property and Equipment | | (980 | ) | (2,101 | ) |
Increase in Stock Appreciation Rights Payable | | 19,206 | | 1,191 | |
Decrease (Increase) in Current Assets: | | | | | |
Accounts Receivable | | 562,300 | | (540,548 | ) |
Prepaid Expenses | | 26,012 | | (146,048 | ) |
Deposits | | (1,289 | ) | (10,986 | ) |
Work in Progress | | 4,683 | | 112,241 | |
Increase (Decrease) in Current Liabilities: | | | | | |
Accounts Payable | | 5,071 | | (89,890 | ) |
Accrued Expenses | | 60,719 | | 39,175 | |
Net Cash Provided By Operating Activities | | 2,709,532 | | 1,239,317 | |
| | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | |
Purchase of Investments | | (87,172 | ) | (100,329 | ) |
Proceeds from Sale of Investments | | 96,381 | | — | |
Purchase of Property and Equipment | | (33,930 | ) | (276,721 | ) |
Net Cash Used In Investing Activities | | (24,721 | ) | (377,050 | ) |
| | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | |
Proceeds from Additional Paid-In-Capital | | 122,974 | | — | |
Proceeds from Shareholder Notes Receivable | | 347,500 | | 74,500 | |
Loan Payments to Shareholder | | (122,975 | ) | — | |
Distributions to Shareholders | | (2,452,499 | ) | (1,300,000 | ) |
Net Cash Used In Financing Activities | | (2,105,000 | ) | (1,225,500 | ) |
| | | | | |
Net Increase (Decrease) in Cash and Cash Equivalents | | 579,811 | | (363,233 | ) |
| | | | | |
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR | | 302,620 | | 665,853 | |
| | | | | |
CASH AND CASH EQUIVALENTS - END OF YEAR | | $ | 882,431 | | $ | 302,620 | |
| | | | | |
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES | | | | | |
Shareholder Note Receivable Issued for Common Stock | | $ | 583,390 | | $ | 275,000 | |
Shareholder Note Payable Issued for Common Stock | | $ | 882,956 | | $ | — | |
Settlement of Shareholder Note Payable for Common Stock | | $ | 176,591 | | $ | — | |
The accompanying notes to financial statements are
an integral part of these statements
6
ALBECK GERKEN, INC.
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2018 and 2017
NOTE A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Albeck Gerken, Inc. (the Company) is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management who is responsible for the integrity and objectivity of the financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.
Nature of Business and Operating Cycle
The Company, a Nebraska S-Corporation, is a professional transportation engineering firm specializing in Arterial Transportation System Management, Operations (TSM&O), and Maintenance. This includes Traffic Operations Engineering, Advanced Transportation Management System (ATMS) operation and Transportation Analysis. The Company’s financial statements are presented on the accrual basis of accounting.
Revenue Recognition
The Company recognizes revenue when earned and expenses when incurred.
Use of Estimates
Management uses estimates and assumptions in preparing these financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from those estimates used.
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.
Investments
The Company has classified its investments as available for sale. These investments are reported at fair value, with unrealized gains and losses excluded from earnings and reported net of income taxes as a component of shareholders’ equity. Fair value is the price that would be received to sell an investment in an orderly transaction between market participants at the measurement date. Realized gains and losses from the sale of investments are computed using the specific identification cost method.
7
ALBECK GERKEN, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2018 and 2017
NOTE A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Accounts Receivable
Accounts receivable are carried at the original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a periodic basis. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. The Company considers all accounts receivable to be fully collectible, thus no allowance for doubtful accounts is necessary.
Property and Equipment
Property and equipment purchased with an original cost of $2,500 or more and an expected life of more than one year are recorded at historical cost. Additions, renewals, and betterments are capitalized, whereas expenditures for maintenance and repairs are expensed as incurred. The cost and related accumulated depreciation of assets retired or sold is removed from the appropriate asset and contra-asset accounts, with the resulting gain or loss recognized.
Depreciation is provided in amounts sufficient to relate the cost of the depreciable assets to operations over their estimated service lives on straight-line and accelerated methods. The estimated useful lives by type of assets are as follows:
| | Years |
Software | | 3 |
Leasehold Improvements | | 40 |
Vehicles | | 5 |
Furniture, Fixtures and Equipment | | 3-7 |
Stock Appreciation Rights
The Company has granted stock appreciation rights to key employees. The stock appreciation rights vest over a 6 year period and are redeemable for cash value. The stock appreciation rights are not shares of stock of the Company and do not have voting rights. The cash value of the stock appreciation rights granted depends upon the future performance and growth of the Company.
8
ALBECK GERKEN, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2018 and 2017
NOTE A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes
The Company, with the consent of its shareholders, has elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code, which provide that in lieu of corporation income taxes, the shareholders report the Company’s taxable income on their individual tax returns. As a result of this election, no income taxes have been recognized in these financial statements. The Company may make distributions to the shareholders to cover the income taxes on their individual income tax returns.
The Company has concluded there are no significant uncertain tax positions requiring disclosure and there are no material amounts of unrecognized tax benefits.
Compensated Absences
Employees of the Company are entitled to paid time off. This paid time off is granted in varying amounts based on length of service. The compensated absences liability balances were $63,576 and $49,584 at December 31, 2018 and 2017, respectively, and are included in accrued expenses.
Advertising
The Company expenses advertising costs as they are incurred. Advertising expense was $61,963 and $30,113 for the years ended December 31, 2018 and 2017, respectively.
Subsequent Events
Management has evaluated subsequent events through May 28, 2019, which is the date the financial statements were available to be issued.
NOTE B — CONCENTRATION OF CREDIT RISK
The Company has three types of financial instruments subject to credit risk. The Company maintains cash balances in a financial institution in which the balances sometimes exceed federally insured limits. The Company’s investments and receivables also subject the Company to credit risk.
NOTE C — INVESTMENTS
The Company’s investments at December 31, 2018 consisted of the following:
| | | | Gross | | Gross | | | |
| | Cost | | Unrealized Gain | | Unrealized Loss | | Fair Value | |
Mutual Funds | | $ | 91,120 | | $ | — | | $ | (460 | ) | $ | 90,660 | |
| | | | | | | | | | | | | |
9
ALBECK GERKEN, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2018 and 2017
NOTE C — INVESTMENTS (Continued)
The Company’s investments at December 31, 2017 consisted of the following:
| | | | Gross | | Gross | | | |
| | Cost | | Unrealized Gain | | Unrealized Loss | | Fair Value | |
Mutual Funds | | $ | 100,329 | | $ | — | | $ | — | | $ | 100,329 | |
| | | | | | | | | | | | | |
The following schedule summarizes the investment return and its classification in the statements of income for the years ended December 31,:
| | 2018 | | 2017 | |
Dividend Income | | $ | 2,072 | | $ | 329 | |
| | | | | | | |
Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements, establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described below.
· Level 1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.
· Level 2 - Inputs to the valuation methodology include:
· Quoted prices for similar assets or liabilities in active markets;
· Quoted prices for identical or similar assets or liabilities in inactive markets;
· Inputs other than quoted prices that are observable for the asset or liability;
· Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
· Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
10
ALBECK GERKEN, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2018 and 2017
NOTE C — INVESTMENTS (Continued)
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2018.
Mutual funds: Valued at the closing price reported on the active market on which the individual securities are traded.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following table sets forth by level, within the fair value hierarchy, the Company’s assets at fair value as of December 31, 2018.
| | Level 1 | | Level 2 | | Level 3 | | Total | |
Mutual Funds | | $ | 90,660 | | $ | — | | $ | — | | $ | 90,660 | |
| | | | | | | | | | | | | |
The following table sets forth by level, within the fair value hierarchy, the Company’s assets at fair value as of December 31, 2017.
| | Level 1 | | Level 2 | | Level 3 | | Total | |
Mutual Funds | | $ | 100,329 | | $ | — | | $ | — | | $ | 100,329 | |
| | | | | | | | | | | | | |
NOTE D — SHAREHOLDER NOTES RECEIVABLE
The Company received a note receivable from a shareholder during 2012 and 2017 in exchange for common stock in the amount of $250,000 and $275,000, respectively. The notes are payable in annual installments of $24,500 and $45,000, respectively, plus the interest on the outstanding balances at a rate of 1%. The balance as of December 31, 2018 and 2017 was $0 and $347,500, respectively. These notes have been paid in full.
The Company entered into notes receivable with the shareholders in exchange for common stock in 2018. The notes are due in July of 2023 and have a balance of $583,390 as of December 31, 2018. The notes are payable in annual installments ranging from $15,326 to $47,602 and accrue interest at a rate of 2.17%.
11
ALBECK GERKEN, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2018 and 2017
NOTE D — SHAREHOLDER NOTES RECEIVABLE (Continued)
The aggregate maturities of the shareholder notes receivable for the years ending after December 31, 2018 are as follows:
Years Ending December 31, | | Amount | |
2019 | | $ | 111,722 | |
2020 | | 114,147 | |
2021 | | 116,624 | |
2022 | | 119,154 | |
2023 | | 121,743 | |
| | $ | 583,390 | |
NOTE E — BANK REVOLVING LINE OF CREDIT
The Company has a $500,000 revolving line of credit financing arrangement with a financial institution with interest payable monthly at the national prime rate minus 0.5% (5.5% at December 31, 2018). The revolving line of credit matures in June 2019 and is collateralized by substantially all business assets and is guaranteed by a shareholder. The balance was $0 at December 31, 2018 and 2017.
NOTE F — SHAREHOLDER NOTE PAYABLE
Long-term debt consists of the following at December 31, 2018:
Note payable to a shareholder, payable in annual installments of $124,382 including interest at a fixed rate of 2.17%, due July 2023. | | $ | 583,390 | |
Total Long-Term Debt | | 583,390 | |
Less Current Portion of Long-Term Debt | | (111,723 | ) |
| | $ | 471,667 | |
The aggregate maturities of the shareholder note payable for the years ending after December 31, 2018 are as follows:
Years Ending December 31, | | Amount | |
2019 | | $ | 111,723 | |
2020 | | 114,147 | |
2021 | | 116,624 | |
2022 | | 119,155 | |
2023 | | 121,741 | |
| | $ | 583,390 | |
12
ALBECK GERKEN, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2018 and 2017
NOTE G — STOCK APPRECIATION RIGHTS
As of December 31, 2018 and 2017, the Company has a total of 4,050 and 8,100 of stock appreciation rights to key employees, respectively, using a weighted base value share price of $29.30 and $27.98 per unit, respectively, subject to the below vesting schedule. As of December 31, 2018 and 2017, the stock appreciation rights have a net value of $85,642 and $66,436, respectively. Share-based liabilities paid out were $96,381 and $0 for the years ended December 31, 2018 and 2017, respectively.
Vesting
If employment terminates within two years after acquiring the units of stock appreciation rights, the employee is 0% vested in such units and there shall be no amount paid.
If employment terminates more than two years but less than four years after acquiring the units of stock appreciation rights, the employee is 40% vested in such units and the amount to be paid shall be reduced by 60%.
If employment terminates more than four years but less than six years after acquiring the units of stock appreciation rights, the employee is 75% vested in such units and the amount to be paid shall be reduced by 25%.
An employee is considered fully vested after six years of acquiring the units.
A summary of the activity under the liability incentive plan and changes during the years ended December 31, is presented as follows:
| | 2018 | | 2017 | |
Units Outstanding at January 1, | | 8,100 | | 7,950 | |
Units Granted | | 250 | | 650 | |
Units Forfeited | | (4,300 | ) | (500 | ) |
Units Outstanding at December 31, | | 4,050 | | 8,100 | |
Units Vested at December 31, | | 2,208 | | 2,500 | |
Value per Plan Unit at December 31, | | $ | 21.15 | | $ | 8.20 | |
| | | | | | | |
As required by the FASB ASC 718, Stock Compensation, the Company is required to determine the fair value of the options and recognize compensation expense recorded over the vesting period if the fair value of the options is in excess of the exercise price. The compensation expense was $115,587 and $1,191 for the years ended December 31, 2018 and 2017, respectively.
13
ALBECK GERKEN, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2018 and 2017
NOTE H — RETIREMENT PLAN
The Company sponsors a 401(k) profit sharing plan which covers substantially all employees upon meeting certain eligibility requirements. The Company’s contribution is based on matching 100% of the first 5% of salary deferral elected by each eligible employee. Additional contributions may be made at the discretion of the Company. Contributions to the plan were $146,285 and $126,130 for the years ended December 31, 2018 and 2017, respectively.
NOTE I — OPERATING LEASES
The Company leases office spaces under several operating leases through November 2024. The monthly payments for the leases vary. Rent expense for these facilities was $236,631 and $143,774 for the years ended December 31, 2018 and 2017, respectively.
Future minimum payments on leases with initial or remaining terms of one year or more consisted of the following at December 31, 2018:
Years Ending December 31, | | Amount | |
2019 | | $ | 197,651 | |
2020 | | 177,146 | |
2021 | | 199,501 | |
2022 | | 205,486 | |
2023 | | 211,651 | |
Thereafter | | 197,021 | |
| | $ | 1,188,456 | |
NOTE J — RELATED PARTY TRANSACTIONS
The Company leases a residential property from a related party, Gerken Albeck Company, LLC, a single member limited liability company owned by a shareholder of the Company. Rent paid to Gerken Albeck Company, LLC was $3,000 and $12,000 for the years ended December 31, 2018 and 2017, respectively. This lease arrangement was terminated in March 2018.
NOTE K — ECONOMIC DEPENDENCY
The following are the Company’s major vendors that exceed 10% of purchases and/or exceed 10% of accounts payable at December 31,:
| | Percentage | | Percentage | |
| | of Purchases | | of Accounts Payable | |
| | 2018 | | 2017 | | 2018 | | 2017 | |
Vendor A | | — | % | 10 | % | — | % | 39 | % |
14
ALBECK GERKEN, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2018 and 2017
NOTE K — ECONOMIC DEPENDENCY (Continued)
The following are the Company’s major customers that exceed 10% of revenues and/or exceed 10% of accounts receivable at December 31,:
| | Percentage of Revenues | | Percentage of Accounts Receivable | |
| | 2018 | | 2017 | | 2018 | | 2017 | |
Customer A | | 28 | % | 27 | % | 14 | % | 9 | % |
Customer B | | — | % | 14 | % | — | % | 13 | % |
Customer C | | — | % | 11 | % | — | % | 10 | % |
NOTE L — INCOME TAXES
The Tax Cuts and Jobs Act of 2017 was signed in law on December 22, 2017. The law includes significant changes to the U.S. corporate income tax system, including a Federal corporate rate reduction from 35% to 21%, limitations on the deductibility of interest expenses and executive compensation, and the transition of U.S. international taxation from a worldwide tax system to a territorial tax system. The Company does not expect the legislation to have a financial impact on the Company because, as a S-Corporation, it is not subject to federal income tax and the tax effect of its activities accrues to the shareholders.
Management has not taken any positions nor foresees any changes within the next 12 months for which it would be reasonably possible that the total amounts of unrecognized tax benefits will materially increase or decrease. Tax years that remain subject to examination by major tax jurisdictions are fiscal years 2015, 2016, 2017, and 2018.
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ALBECK GERKEN, INC.
SCHEDULES OF GENERAL AND ADMINISTRATIVE EXPENSES
| | Years Ended December 31, | |
| | 2018 | | 2017 | |
Salaries and Wages | | $ | 1,282,611 | | $ | 1,167,543 | |
Insurance | | 401,155 | | 334,173 | |
Rent | | 236,631 | | 143,774 | |
Payroll Taxes | | 211,225 | | 192,881 | |
Contract Services | | 165,066 | | 169,286 | |
Depreciation | | 158,049 | | 176,104 | |
Pension | | 146,285 | | 126,130 | |
Stock Appreciation Rights Compensation | | 115,587 | | 1,191 | |
Professional Fees | | 87,384 | | 56,185 | |
Advertising | | 61,963 | | 30,113 | |
Office | | 49,862 | | 61,107 | |
Software | | 49,637 | | 53,782 | |
Professional Development | | 43,691 | | 33,631 | |
Travel and Entertainment | | 42,573 | | 25,371 | |
Telephone | | 34,789 | | 33,272 | |
Vehicle | | 32,395 | | 34,624 | |
Utilities | | 13,899 | | 13,226 | |
Other Taxes | | 13,115 | | 5,471 | |
Property Taxes | | 4,656 | | 4,019 | |
Repairs and Maintenance | | 2,343 | | 11,649 | |
Miscellaneous | | 2,342 | | 197 | |
Licenses and Permits | | 1,940 | | 5,672 | |
Recruitment & Relocation | | 1,899 | | 55,543 | |
Dues and Subscriptions | | 1,187 | | 906 | |
Bank Charges | | 937 | | 3,070 | |
Donations and Gifts | | 600 | | 1,100 | |
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES | | $ | 3,161,821 | | $ | 2,740,020 | |
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