Exhibit 99.1
STANLEY BAKER HILL, LLC
Beaver, Pennsylvania
Unaudited Financial Statements
For the year ended December 31, 2010
C O N T E N T S
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FINANCIAL STATEMENTS | ||
Statement of Net Assets in Liquidation (Liquidation Basis), December 31, 2010 | 1 | |
Statements for the year ended December 31, 2010: | ||
Statement of Operations and Changes in Net Assets in Liquidation (Liquidation Basis) | 2 | |
Statement of Cash Flows | 3 | |
Notes to Financial Statements | 4 |
STANLEY BAKER HILL, LLC
STATEMENT OF NET ASSETS IN LIQUIDATION (LIQUIDATION BASIS)
DECEMBER 31, 2010
ASSETS | ||||
Cash and cash equivalents | $ | 766,082 | ||
Receivables | 163,126 | |||
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TOTAL ASSETS | $ | 929,208 | ||
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LIABILITIES AND NET ASSETS IN LIQUIDATION | ||||
LIABILITIES | ||||
Accounts payable | $ | 311,268 | ||
Other liabilities | 104,570 | |||
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Total Liabilities | 415,838 | |||
NET ASSETS IN LIQUIDATION | 513,370 | |||
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TOTAL LIABILITIES AND NET ASSETS IN LIQUIDATION | $ | 929,208 | ||
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See notes to financial statements.
STANLEY BAKER HILL, LLC
STATEMENT OF OPERATIONS AND CHANGES IN
NET ASSETS IN LIQUIDATION (LIQUIDATION BASIS)
FOR THE YEAR ENDED DECEMBER 31, 2010
CONTRACT REVENUE EARNED | $ | 47,543,789 | ||
COST OF REVENUE EARNED | ||||
Direct costs | 24,372,712 | |||
Indirect costs | 19,204,912 | |||
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Gross Profit | 3,966,165 | |||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 468,927 | |||
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Income From Operations | 3,497,238 | |||
INTEREST INCOME | 16,027 | |||
LOSS ON SALE OF FIXED ASSETS | (2,548 | ) | ||
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Net Income | 3,510,717 | |||
NET ASSETS IN LIQUIDATION | ||||
Beginning of year | 4,802,653 | |||
Distributions | (7,800,000 | ) | ||
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End of year | $ | 513,370 | ||
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See notes to financial statements.
STANLEY BAKER HILL, LLC
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2010
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net income | $ | 3,510,717 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 9,892 | |||
Net loss on sale of fixed assets | 2,548 | |||
Changes in assets and liabilities: | ||||
Receivables | 14,436,739 | |||
Costs and estimated earnings in excess of billings on uncompleted contracts | 173,480 | |||
Prepaid expenses | 834,036 | |||
Accounts payable | (12,107,713 | ) | ||
Other current liabilities | (70,475 | ) | ||
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Net Cash Provided By Operating Activities | 6,789,224 | |||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchases of equipment and software | (5,171 | ) | ||
Proceeds from sale of equipment and software | 13,029 | |||
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Net Cash Provided By Investing Activities | 7,858 | |||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Distributions | (7,800,000 | ) | ||
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Net Decrease In Cash And Cash Equivalents | (1,002,918 | ) | ||
CASH AND CASH EQUIVALENTS | ||||
Beginning of year | 1,769,000 | |||
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End of year | $ | 766,082 | ||
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See notes to financial statements.
NOTE 1 — ORGANIZATION
Stanley Baker Hill, LLC (Company) was a joint venture formed in February 2004 between Stanley Consultants, Inc. (Stanley), Michael Baker, Jr., Inc. (Baker) and Hill International, Inc. (Hill). The Company provided various architect-engineer services in Iraq for the U.S. Army Corps of Engineers Transatlantic Program Center (U.S. Corps). The Company had a contract for an indefinite delivery and indefinite quantity for construction management and general architect-engineer services for facilities in Iraq with U.S. Corps.
Completion of open task orders occurred as of December 31, 2010 with no further intentions to obtain any more task orders. As such, the Board of Directors has voted to dissolve the Company during the fiscal year 2011 and distribute any remaining assets to its members.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of significant accounting policies consistently applied by management in the preparation of the accompanying financial statements follows:
Basis of Accounting — In previous years, the Company prepared its financial statements on the accrual basis of accounting, in conformity with generally accepted accounting principles. In 2010, the financial statements have been prepared on the liquidation basis of accounting, also in conformity with generally accepted accounting principles, due to the Board of Directors voting to dissolve the Company (see Note 1). Under the liquidation basis of accounting, the Company’s assets are stated at their estimated net realizable value, which is the non-discounted amount of cash, or its equivalent, into which an asset is expected to be converted in the due course of business less direct costs, while the Company’s liabilities are reported at their estimated settlement amount, which is the non-discounted amounts of cash, or its equivalent, expected to be paid to liquidate an obligation in the due course of business including direct costs. There was no effect for this change in basis of accounting due to the fair value of all assets equaling their net realizable value and the fair value of all liabilities equaling their estimated settlement amount.
Use of 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents — The Company maintains, at various financial institutions, cash and certificates of deposit that might exceed federally insured amounts at times. For purposes of the statements of cash flows, the Company considers all interest-bearing money market funds and noninterest-bearing accounts to be cash and cash equivalents.
Revenue Recognition and Contract Accounting — The Company typically incurs direct labor costs, subcontractor costs and certain other indirect costs (ODCs) in connection with architect-engineer services. Contracts are structured such that margin is earned on labor costs and not on ODCs. The Company includes revenues related to its direct labor, subcontractors and ODCs in its total contract revenues as long as the Company remains responsible to the client for the acceptability of the services provided.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The Company recognizes revenues under the percentage-of-completion method of accounting. Revenues on fixed-price contracts with a predetermined scope of work are determined by multiplying the estimated margin at completion for each contract by the project’s percentage of completion to date, adding labor costs, subcontractor costs and ODCs incurred to date, and subtracting revenues recognized in prior periods. In applying the percentage-of-completion method to these contracts, the Company measures the extent of progress toward completion as the ratio of labor costs incurred to date over total estimated labor costs at completion. As work is performed under contracts, estimates of the costs to complete are regularly reviewed and updated. As changes in estimates of total costs at completion on projects are identified, appropriate earnings adjustments are recorded during the period that the change is identified.
For contracts with predetermined time period of service, revenue is recognized on a ratio of time elapsed as compared to the total length of the contract.
For time-and-materials task orders, revenue is recognized and billed by multiplying the number of hours expended by our professionals in the performance of the contract by the established billing rates.
Provisions for estimated losses on uncompleted contracts are recorded during the period in which such losses are determined. Revenues related to contractual claims that arise from customer-caused delays or change orders unapproved as to both scope and price are recorded only when the amounts have been agreed with the client. Profit incentives and/or award fees are recorded as revenues when the amounts are both probable and reasonably estimable.
Equipment and Software — All equipment and software were either sold or disposed of during the fiscal year 2010. Depreciation and amortization were provided on the straight-line method over the estimated useful lives of the assets. Repairs and maintenance that do not extend the lives of the applicable assets were charged to expense as incurred. Gain or loss resulting from the retirement or other disposition of assets is included in income.
Other Current Liabilities — The Company has recorded accruals for estimated expenses associated with the dissolving of the Company. These include audit and tax services, as well as any unforeseen future expenses. Additionally, the Company is currently undergoing an audit from the Defense Contract Audit Agency, the division of the Department of Defense charged with performing all necessary contract audits. Management does not expect any audit findings to be discovered during this audit, but decided that it would be prudent to record an estimated reserve for any liabilities associated with that audit.
Income Taxes — The Company is organized as an LLC and is not subject to federal or state income taxes. Accordingly, no provision has been made for current or deferred income taxes in these financial statements. The taxable income of the Company is included in the tax returns of the individual members. The Company has considered any uncertain tax positions that might exist as of December 31, 2010, and has determined that no liability for unrecognized tax positions is required to be recorded.
Subsequent Events — Subsequent events are defined as events or transactions that occur after the balance sheet date, but before the financial statements are issued or are available to be issued. Management has evaluated subsequent events through February 9, 2011, the date on which the financial statements were available to be issued. On January 4, 2011, the Company paid, in equal amounts, a total of $525,000 in distributions to the three joint venture partners.
NOTE 3 — RECEIVABLES
Receivables at December 31, 2010 consist of the following:
Outstanding Contract Receivable | $ | 157,081 | ||
Other | 6,045 | |||
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$ | 163,126 | |||
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NOTE 4 — RELATED-PARTY TRANSACTIONS
The Company engages in significant related-party transactions as a result of the three partners providing a majority of the contract services. In accordance with the Operating Agreement of the Company, the members also charge the Company for time incurred for management and administrative services at agreed-upon rates. A summary of the related-party transactions included in the financial statements at December 31, 2010 is as follows:
Accounts Payable | Costs of Services Incurred | |||||||
Stanley | $ | 13,192 | $ | 12,002,232 | ||||
Baker | 25,178 | 13,714,329 | ||||||
Hill | 270,895 | 11,620,703 | ||||||
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$ | 309,265 | $ | 37,337,264 | |||||
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NOTE 5 — COMMITMENTS AND CONTINGENCIES
The Company is a defendant in one legal proceeding encountered in the normal course of its business. Additionally, the Company has received a letter threatening lawsuit over a separate matter. In the opinion of management, based upon discussion with counsel, the ultimate outcome of these matters will not have a materially adverse effect on the financial position, results of operations or cash flow of the Company.