UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2014
WILLDAN GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-33076 |
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14-1951112 |
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(State of other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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2401 East Katella Avenue, Suite 300, Anaheim, California 92806 | ||||
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(Address of Principal Executive Offices) | ||||
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Registrant’s telephone number, including area code: (800) 424-9144 | ||||
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Not Applicable | ||||
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(Former name or former address, if changed since last report) | ||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
o Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operation and Financial Condition
Willdan Group, Inc. (“Willdan”) issued a press release on May 8, 2014. The press release announced Willdan’s financial results for the first quarter ended March 28, 2014. The press release is filed as Exhibit 99.1 and is hereby incorporated by reference in its entirety. The information in this Form 8-K and the exhibit attached hereto is being furnished (not filed) under Item 2.02 of Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
99.1 Press Release of Willdan Group, Inc. dated May 8, 2014 (financial results for the first quarter ended March 28, 2014).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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WILLDAN GROUP, INC. | |
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Date: May 8, 2014 |
By: |
/s/ Stacy B. McLaughlin |
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Stacy B. McLaughlin |
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Chief Financial Officer |
EXHIBIT INDEX
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Exhibit No. |
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Document |
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99.1 |
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Press Release of Willdan Group, Inc. dated May 8, 2014 (Financial results for the first quarter ended March 28, 2014) |
Exhibit 99.1
Willdan Group Reports First Quarter 2014 Financial Results
Reports 6% Revenue Increase and 7th Consecutive Quarter of Profitability
Investment Community Conference Call Today at 5:00 p.m. Eastern Time
ANAHEIM, Calif. — Willdan Group (NASDAQ: WLDN), a provider of professional technical and consulting services, today reported financial results for the three months ended March 28, 2014, and provided a business update.
For the first quarter of 2014, Willdan reported total contract revenue of $22.7 million and net income of $1.3 million, or $0.18 and $0.17 per basic and diluted share, respectively.
“We are reporting strong earnings on higher year-over-year revenue and our seventh consecutive quarter of profitability,” said Tom Brisbin, Willdan’s Chief Executive Officer. “Our Engineering Services segment continues to benefit from recovery in the residential housing market and more outsourced staffing for cities. We have hired more than 30 new employees for this segment since the beginning of 2014.
“Revenue from our Energy Efficiency Services segment increased from the first quarter of 2013. This is notable given the change last year in our project with Consolidated Edison of New York that included our transition to self-performing most of our energy subcontract work, which decreased pass-through revenue and costs.
“We’ve had a good start to 2014 and we are on track to deliver on our outlook for improved profitability in 2014,” Brisbin added. “We ended the first quarter with a strong balance sheet and will continue to manage expenses carefully throughout the current year.”
First Quarter 2014 Financial Highlights
Total contract revenue for the first quarter of 2014 increased 6% to $22.7 million from $21.4 million for the first quarter of 2013. The increase was due primarily to a $0.7 million increase in contract revenue from the Engineering Services segment to $8.9 million as a result of greater demand for the building and safety and construction management of our Engineering Services segment. Contract revenue for the Energy Efficiency Services segment increased $0.4 million to $10.4 million due to an increase in the direct installation of energy efficiency measures from the energy efficiency audits in New York and California. Contract revenue from the Public Finance Services segment was $2.5 million and was $0.9 million from the Homeland Security Services segment.
Net income for the quarter ended March 28, 2014 increased by $0.9 million, to $1.3 million, or $0.17 per diluted share, from net income of $0.4 million, or $0.05 per diluted share, for the quarter ended March 29, 2013.
Revenue, net of subcontractor costs, for the first quarter of 2014 increased 12% to $18.5 million from $16.6 million for the first quarter of 2013.
Direct costs of contract revenue were $13.2 million for the first quarter of 2014, compared with $12.0 million for the first quarter of 2013. The $1.2 million increase resulted from increased demand for the energy efficiency, sustainability and renewable energy services from Willdan Energy Solutions, which generally utilizes a higher percentage of subconsultants than Willdan’s other subsidiaries, and an increase in personnel costs of $0.4 million.
Adjusted EBITDA (as defined below) was $1.5 million for the three months ended March 28, 2014, compared with $0.6 million for the three months ended March 29, 2013.
Total general and administrative expenses for the first quarter of 2014 decreased by 8% to $8.2 million from $8.9 million for the prior year period, due primarily to lower employee costs and facilities and facility related expenses.
Willdan reported $12.7 million in cash and cash equivalents at March 28, 2014, an increase of $4.5 million from $8.1 million at December 27, 2013. Willdan’s primary sources of liquidity are cash generated from operations and a revolving line of credit with BMO Harris Bank, N.A., which matures on March 24, 2016. In connection with the new credit facility entered into during the first fiscal quarter of 2014, no cash amounts are restricted as of March 28, 2014 compared to $5.0 million as of December 27, 2013. Cash flows provided by operating activities were $4.7 million for the three months ended March 28, 2014, compared with $0.7 million for the three months ended March 29, 2013.
Use of Non-GAAP Financial Measures
“Revenues, net of subcontractor costs,” a non-GAAP financial measure, is a supplemental measure that Willdan believes enhances investors’ ability to analyze our business trend and performance because it substantially measures the work performed by our employees. In the course of providing services, we routinely subcontract various services. Generally, these subcontractor costs are passed through to our clients and, in accordance with GAAP and industry practice, are included in our revenue when it is our contractual responsibility to procure or manage these activities. Because subcontractor services can vary significantly from project to project and period to period, changes in revenue may not necessarily be indicative of our business trends. Accordingly, we segregate costs from revenue to promote a better understanding of our business by evaluating revenue exclusive of costs associated with external service providers. A reconciliation of contract revenue as reported in accordance with U.S. Generally Accepted Accounting Principles (GAAP) to revenues, net of subcontractor costs is provided at the end of this news release.
Adjusted EBITDA is a supplemental measure used by Willdan’s management to measure its operating performance. Willdan defines Adjusted EBITDA as net income (loss) plus net interest expense, income tax expense (benefit), depreciation and amortization, goodwill impairment and other non-recurring income and expense items occurring in such period. Willdan believes Adjusted EBITDA is useful to investors, research analysts, investment bankers and lenders because it removes the impact of certain non-recurring income and expense items from its operational results, which may facilitate comparison of its results from period to period. A reconciliation of net income (loss) as reported in accordance with U.S. GAAP to Adjusted EBITDA is provided at the end of this news release.
Willdan’s definition of Revenues, net of subcontractor costs and Adjusted EBITDA may differ from other companies reporting similarly named measures. These measures should be considered in addition to, and not as a substitute for, or superior to, other measures of financial performance prepared in accordance with U.S. GAAP, such as contract revenues and net income.
Conference Call Details
Chief Executive Officer Thomas Brisbin and Chief Financial Officer Stacy McLaughlin will host a conference call today, May 8, 2014, at 5:00 p.m. Eastern Time/2:00 p.m. Pacific Time, to discuss Willdan’s financial results and provide a business update.
Interested parties may participate in the conference call by dialing 888-561-1721 (480-629-9821 for international callers). When prompted, ask for the “Willdan Group, Inc. First Quarter 2014 Conference Call.” The conference call will be webcast simultaneously on Willdan’s website at www.willdan.com under Investors: Events.
The telephonic replay of the conference call may be accessed approximately two hours after the call through May 22, 2013, by dialing 800-406-7325 (303-590-3030 for international callers). The replay access code is 4681757. The webcast replay will be archived for 12 months.
About Willdan Group, Inc.
Celebrating its 50th year of business, Willdan provides outsourced professional technical and consulting services to public agencies, public and private utilities, and commercial and industrial firms throughout the United States. Willdan benefits from well-established relationships, industry-leading expertise and a solid reputation for delivering projects on time and on budget. The company’s service offerings span a broad set of complementary disciplines that include engineering and planning, energy efficiency and sustainability, financial and economic consulting, and national preparedness. Willdan has crafted this set of integrated services so that, in the face of an evolving environment—whether economic, natural, or built—Willdan can continue to extend the reach and resources of its clients. For additional information, visit Willdan’s website at www.willdan.com.
Forward Looking Statements
Statements in this press release that are not purely historical, including statements regarding Willdan’s intentions, hopes, beliefs, expectations, representations, projections, estimates, plans or predictions of the future are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements involve risks and uncertainties including, but not limited to, the risk that Willdan will not be able to improve its profitability in 2014. It is important to note that Willdan’s actual results could differ materially from those in any such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, a slowdown in the local and regional economies of the states where Willdan conducts business and the loss of or inability to hire additional qualified professionals. Willdan’s business could be affected by a number of other factors, including the risk factors listed from time to time in Willdan’s SEC reports including, but not limited to, the Annual Report on Form 10-K filed for the year ended December 27, 2013. Willdan cautions investors not to place undue reliance on the forward-looking statements contained in this press release. Willdan disclaims any obligation to, and does not undertake to, update or revise any forward-looking statements in this press release.
WILLDAN GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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March 28, |
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December 27, |
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(unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents, including restricted cash of $0 and $5,000,000 at March 28, 2014 and December 27, 2013, respectively |
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$ |
12,656,000 |
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$ |
8,134,000 |
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Accounts receivable, net of allowance for doubtful accounts of $449,000 and $385,000 at March 28, 2014 and December 27, 2013, respectively |
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10,791,000 |
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13,167,000 |
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Costs and estimated earnings in excess of billings on uncompleted contracts |
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10,728,000 |
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9,635,000 |
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Other receivables |
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350,000 |
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212,000 |
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Prepaid expenses and other current assets |
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1,900,000 |
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2,377,000 |
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Total current assets |
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36,425,000 |
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33,525,000 |
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Equipment and leasehold improvements, net |
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666,000 |
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691,000 |
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Other assets |
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648,000 |
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333,000 |
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Deferred income taxes, net of current portion |
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3,688,000 |
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3,688,000 |
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Total assets |
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$ |
41,427,000 |
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$ |
38,237,000 |
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Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Excess of outstanding checks over bank balance |
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$ |
2,106,000 |
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$ |
1,473,000 |
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Accounts payable |
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3,576,000 |
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3,957,000 |
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Accrued liabilities |
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7,324,000 |
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5,808,000 |
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Billings in excess of costs and estimated earnings on uncompleted contracts |
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2,479,000 |
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2,247,000 |
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Current portion of notes payable |
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319,000 |
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517,000 |
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Current portion of capital lease obligations |
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124,000 |
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129,000 |
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Current portion of deferred income taxes |
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3,688,000 |
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3,688,000 |
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Total current liabilities |
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19,616,000 |
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17,819,000 |
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Capital lease obligations, less current portion |
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96,000 |
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85,000 |
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Deferred lease obligations |
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73,000 |
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120,000 |
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Total liabilities |
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19,785,000 |
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18,024,000 |
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Commitments and contingencies |
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Stockholders’ equity: |
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Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding |
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— |
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— |
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Common stock, $0.01 par value, 40,000,000 shares authorized: 7,402,000 and 7,375,000 shares issued and outstanding at March 28, 2014 and December 27, 2013, respectively |
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74,000 |
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74,000 |
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Additional paid-in capital |
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34,768,000 |
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34,654,000 |
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Accumulated deficit |
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(13,200,000 |
) |
(14,515,000 |
) | ||
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Total stockholders’ equity |
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21,642,000 |
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20,213,000 |
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Total liabilities and stockholders’ equity |
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$ |
41,427,000 |
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$ |
38,237,000 |
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WILLDAN GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended |
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March 28, |
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March 29, |
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2014 |
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2013 |
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Contract revenue |
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$ |
22,686,000 |
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$ |
21,385,000 |
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Direct costs of contract revenue (exclusive of depreciation and amortization shown separately below): |
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Salaries and wages |
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6,202,000 |
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5,843,000 |
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Subconsultant services and other direct costs |
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6,996,000 |
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6,191,000 |
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Total direct costs of contract revenue |
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13,198,000 |
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12,034,000 |
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General and administrative expenses: |
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Salaries and wages, payroll taxes and employee benefits |
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4,918,000 |
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5,538,000 |
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Facilities and facilities related |
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1,062,000 |
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1,188,000 |
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Stock-based compensation |
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41,000 |
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50,000 |
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Lease abandonment, net |
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— |
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13,000 |
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Depreciation and amortization |
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103,000 |
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149,000 |
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Other |
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2,052,000 |
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1,956,000 |
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Total general and administrative expenses |
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8,176,000 |
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8,894,000 |
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Income from operations |
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1,312,000 |
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457,000 |
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Other income (expense), net: |
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Interest income |
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2,000 |
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3,000 |
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Interest expense |
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(4,000 |
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(27,000 |
) | ||
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Other, net |
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49,000 |
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15,000 |
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Total other income (expense), net |
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47,000 |
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(9,000 |
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Income before income taxes |
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1,359,000 |
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448,000 |
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Income tax expense |
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44,000 |
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49,000 |
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Net income |
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$ |
1,315,000 |
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$ |
399,000 |
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Earnings per share: |
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Basic |
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$ |
0.18 |
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$ |
0.05 |
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Diluted |
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0.17 |
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0.05 |
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Weighted-average shares outstanding: |
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Basic |
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7,397,000 |
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7,335,000 |
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Diluted |
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7,609,000 |
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7,382,000 |
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WILLDAN GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Three Months Ended |
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March 28, |
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March 29, |
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Cash flows from operating activities: |
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Net income |
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$ |
1,315,000 |
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$ |
399,000 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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103,000 |
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166,000 |
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Lease abandonment expense, net |
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— |
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13,000 |
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Loss (gain) on sale of equipment |
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2,000 |
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(5,000 |
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Provision for doubtful accounts |
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78,000 |
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65,000 |
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Stock-based compensation |
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41,000 |
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50,000 |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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2,298,000 |
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3,345,000 |
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Costs and estimated earnings in excess of billings on uncompleted contracts |
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(1,093,000 |
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(1,279,000 |
) | ||
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Other receivables |
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(138,000 |
) |
(6,000 |
) | ||
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Prepaid expenses and other current assets |
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477,000 |
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526,000 |
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Other assets |
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(315,000 |
) |
7,000 |
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Accounts payable |
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(381,000 |
) |
(2,552,000 |
) | ||
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Changes in excess of outstanding checks over bank balance |
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633,000 |
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(300,000 |
) | ||
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Accrued liabilities |
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1,516,000 |
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454,000 |
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Billings in excess of costs and estimated earnings on uncompleted contracts |
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232,000 |
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(107,000 |
) | ||
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Deferred lease obligations |
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(47,000 |
) |
(71,000 |
) | ||
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Net cash provided by operating activities |
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4,721,000 |
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705,000 |
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Cash flows from investing activities: |
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|
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Purchase of equipment and leasehold improvements |
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(33,000 |
) |
(65,000 |
) | ||
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Proceeds from sale of equipment |
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— |
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5,000 |
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Net cash used in investing activities |
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(33,000 |
) |
(60,000 |
) | ||
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|
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Cash flows from financing activities: |
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|
|
|
| ||
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Payments on notes payable |
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(198,000 |
) |
(246,000 |
) | ||
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Principal payments on capital lease obligations |
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(41,000 |
) |
(36,000 |
) | ||
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Proceeds from stock option exercise |
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45,000 |
|
— |
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Proceeds from sales of common stock under employee stock purchase plan |
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28,000 |
|
37,000 |
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Net cash used in financing activities |
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(166,000 |
) |
(245,000 |
) | ||
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Net increase in cash and cash equivalents |
|
4,522,000 |
|
400,000 |
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Cash and cash equivalents at beginning of the period |
|
8,134,000 |
|
10,006,000 |
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Cash and cash equivalents at end of the period |
|
$ |
12,656,000 |
|
$ |
10,406,000 |
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|
|
|
|
|
|
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Supplemental disclosures of cash flow information: |
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|
|
|
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Cash paid during the period for: |
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|
|
|
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Interest |
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$ |
4,000 |
|
$ |
27,000 |
|
|
Income taxes |
|
15,000 |
|
49,000 |
| ||
|
|
|
|
|
|
| ||
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Supplemental disclosures of noncash investing and financing activities: |
|
|
|
|
| ||
|
Equipment acquired under capital lease obligations |
|
$ |
47,000 |
|
$ |
— |
|
Willdan Group, Inc. and Subsidiaries
Reconciliation of GAAP Revenue and “Revenue, Net of Subcontractor Costs”
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Three Months Ended |
| |||||||||
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|
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|
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Change |
| |||||
|
|
|
March 28, 2014 |
|
March 29,2013 |
|
$ |
|
% |
| |||
|
|
|
|
|
|
|
|
|
|
| |||
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Contract revenue |
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$ |
22,686,000 |
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$ |
21,385,000 |
|
$ |
1,301,000 |
|
6 |
% |
|
Subcontractor costs |
|
4,194,000 |
|
4,805,000 |
|
(611,000 |
) |
(13 |
)% | |||
|
|
|
|
|
|
|
|
|
|
| |||
|
Revenue, net of subcontractor costs |
|
18,492,000 |
|
16,580,000 |
|
1,912,000 |
|
12 |
% | |||
Willdan Group, Inc. and Subsidiaries
Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA
The following is a reconciliation of net income (loss) to Adjusted EBITDA:
|
|
|
Three Months Ended |
| ||||||||||
|
|
|
March 28 |
|
March 29 |
|
March 30 |
|
April 1 |
| ||||
|
|
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2014 |
|
2013 |
|
2012 |
|
2011 |
| ||||
|
Net income (loss) |
|
$ |
1,315 |
|
$ |
399 |
|
$ |
(1,411 |
) |
$ |
(291 |
) |
|
Interest income |
|
(2 |
) |
(3 |
) |
(1 |
) |
(2 |
) | ||||
|
Interest expense |
|
4 |
|
27 |
|
22 |
|
18 |
| ||||
|
Income tax expense (benefit) |
|
44 |
|
49 |
|
(927 |
) |
— |
| ||||
|
Lease abandonment, net |
|
— |
|
13 |
|
4 |
|
13 |
| ||||
|
Depreciation and amortization |
|
103 |
|
166 |
|
191 |
|
274 |
| ||||
|
(Gain) loss on sale of assets |
|
(2 |
) |
(5 |
) |
— |
|
(2 |
) | ||||
|
Litigation reversal |
|
— |
|
— |
|
— |
|
— |
| ||||
|
Adjusted EBITDA |
|
$ |
1,462 |
|
$ |
646 |
|
$ |
(2,122 |
) |
$ |
10 |
|
Contact:
Willdan Group, Inc.
Stacy McLaughlin
Chief Financial Officer
Tel: 714-940-6300
smclaughlin@willdan.com
or
Investor/Media Contact
Financial Profiles, Inc.
Tel: 310-478-2700
Moira Conlon: mconlon@finprofiles.com
Jody Cain: jcain@finprofiles.com