UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549   

   

   

FORM 8-K/A

 (Amendment No. 1)

   

   

CURRENT REPORT

  

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

   

Date of Report (Date of earliest event reported): July 28, 2017 

   

WILLDAN GROUP, INC.  

(Exact name of registrant as specified in its charter)

   

 

   

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

   

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2) 

Emerging growth company ☐   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

   

 

EXPLANATORY NOTE

The purpose of this Report is to amend the Current Report on Form 8-K of Willdan Group, Inc. (the “Company”) filed with the United States Securities and Exchange Commission on August 3, 2017 related to the acquisition (the “Acquisition”) by the Company and its wholly-owned subsidiary, Willdan Energy Solutions (“WES”) of all of the outstanding shares of Integral Analytics, Inc. (“Integral Analytics”), an Ohio-based data-science and software company, pursuant to the Stock Purchase Agreement, dated July 28, 2017 (the “Purchase Agreement”), by and among the Company, WES, Integral Analytics, the stockholders of Integral Analytics and the Sellers’ Representative (as defined therein).

This Amendment No.1 to the Current Report on Form 8-K/A (“Amendment No. 1”) amends and supplements Item 9.01 of the original Form 8-K filed on August 3, 2017 (the “Initial Form 8-K”) to provide certain historical financial statements for Integral Analytics and certain pro forma financial information in connection with the Acquisition. Any information required to be set forth in the Initial Form 8-K which is not being amended or supplemented pursuant to this Amendment No. 1 is hereby incorporated by reference. Except as set forth herein, no modifications have been made to the information contained in the Initial Form 8-K and the Company has not updated any information contained therein to reflect the events that have occurred since the date of the Initial Form 8-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Initial Form 8-K.

Note Regarding Forward-Looking Statements

Statements and other information included in this Current Report on Form 8-K/A that are not historical facts, including statements about the Company’s plans, strategies, beliefs and expectations, as well as certain estimates and assumptions used by the Company’s management, may constitute forward-looking statements. Forward-looking statements are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements speak only as of the date they are made and, except for the Company’s ongoing obligations under the U.S. federal securities laws, the Company undertakes no obligation to publicly update any forward-looking statement.

Forward-looking statements are subject to known and unknown risks and uncertainties and are based on estimates and assumptions that are subject to change or revision, including the estimates and assumptions used by the Company in preparing the pro forma financial information included in this Current Report on Form 8-K/A, that could cause actual results to differ materially from those expected or implied by the forward-looking statements or the estimates or assumptions used. Such forward-looking statements include, without limitation, the Company’s current expectations with respect to payment of the earn-out payments and preliminary estimated adjustments to record the assets and liabilities of the Company at their respective estimates of fair values under acquisition accounting, and are based on current available information.

Actual results may differ materially from the forward-looking statements for a number of reasons, including additional information regarding the fair values of assets and liabilities becoming available, the performance of additional fair value analyses, and risk factors identified in the Company’s periodic filings with the SEC, including without limitation in the Company’s Annual Report on Form 10-K for the year ended December 30, 2016. Factors other than those listed above also could cause the Company’s results to differ materially from expected results.

Item 9.01.Financial Statements and Exhibits. 

(a) Financial Statements of Businesses Acquired.

(b)Pro Forma Financial Information.

(d)   Exhibits.

 ^Indicates that certain information contained therein has been omitted and confidentially submitted separately with the Securities and Exchange Commission. Confidential treatment has been granted with respect to the omitted portions.

 

 

EXHIBIT INDEX 

 ^Indicates that certain information contained therein has been omitted and confidentially submitted separately with the Securities and Exchange Commission. Confidential treatment has been granted with respect to the omitted portions.

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.

 

 

 

 

 

CONSENT OF INDEPENDENT ACCOUNTANTS

 

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos. 333-139127, 333-152951, 333-168787, 333-184823, 333-212907, 333-219129 and 333-219133) of Willdan Group, Inc. of our report dated July 28, 2017, relating to the consolidated financial statements of Integral Analytics, Inc. as of and for the year ended December 31, 2016.

 

 

 

 

 

One East Fourth Street  Suite 1200  Cincinnati, Ohio 45202  Phone: (513) 241-3111  Fax: (513) 241-1212  www.cshco.com

 

 

Exhibit 99.1

INTEGRAL ANALYTICS, INC.

Cincinnati, Ohio

TABLE OF CONTENTS

 

INTEGRAL ANALYTICS, INC.

BALANCE SHEET

As of March 31, 2017 and 2016

 

The accompanying notes are an integral part of these statements.

INTEGRAL ANALYTICS, INC.

STATEMENT OF INCOME AND RETAINED EARNINGS

For the three months ended March 31, 2017 and 2016

 

The accompanying notes are an integral part of these statements.

INTEGRAL ANALYTICS, INC.

STATEMENT OF SHAREHOLDERS’ EQUITY

For the three months ended March 31, 2017 and 2016

 

The accompanying notes are an integral part of these statements.

INTEGRAL ANALYTICS, INC.

STATEMENT OF CASH FLOW

For the three months ended March 31, 2017 and 2016

 

The accompanying notes are an integral part of these statements.

 

 

Note 1 — Summary of Significant Accounting Policies

Integral Analytics, Inc. (the “Company”) is a utility software provider which conducts business throughout the United States of America. The Company’s primary products are advanced analytical software for use by utility companies in the energy, power generation, transmission and delivery industries for evaluating and for costing demand and capacity, and to meet regulatory requirements. In connection with the licensing of its software, the Company also provides consulting and support services, and contracts to install hardware systems for its software products. The following is a summary of the significant accounting policies followed in the preparation of the financial statements.

Cash and cash equivalents

The Company maintains cash in bank deposit accounts at financial institutions where the balances, at times, exceed the federally insured limits.  The Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risks on its cash balances.

Accounts receivable

The Company carries its accounts receivable at the original invoice amount less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts, based on a history of past write-offs and collections and current credit conditions. The Company has recorded an allowance for doubtful accounts of $74,694 as of March 31, 2017 and March 31, 2016.

Advertising expense

Advertising expenses are charged to income during the year in which they are incurred.  The Company recognized $5,000 in advertising expenses in the quarter ended March 31, 2017 and no advertising expenses in the quarter ended March 31, 2016.

Income taxes

The Company is treated as an S-Corporation for federal income tax purposes.  Shareholders are taxed individually on their share of the Company’s earnings.  Accordingly, no liabilities or income tax provisions for federal or state income taxes are recorded in the accompanying financial statements.

Property and depreciation

Property is recorded at cost. Depreciation is provided on the straight-line method over the estimated useful lives of the respective assets, generally 3 -  7 years for office furniture and fixtures, computer equipment, and software.

Intangible assets

Intangible assets consist of the following at March 31:

 

Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. Patent costs are accumulated until a patent is either issued, denied, or the Company abandons the patent process.  Patent lives are typical 20 years from the first filing date, and the Company amortizes patent costs from the date of issuance until the patent period expires.

 

Intangible assets are reviewed annually for impairment or when events or circumstances indicate their carrying amount may not be recoverable.  Management has determined that no impairment is necessary at March 31, 2017.

Revenue recognition

Revenues from software license agreements and maintenance contracts are recognized ratably over the life of the agreements. Payments for the Company’s license and maintenance agreements are collected in advance and recognized ratably over the contractual period, typically one year. Deferred revenue represents the unrecognized portion to be recognized in future periods. The Company recognizes consulting revenue as services are rendered based on agreed upon consulting rates.  The Company’s systems design contracts are recognized on a milestone basis in accordance with its contracts with customers.

Software costs

Costs associated with the maintenance and support of the Company’s software product are expensed as incurred in accordance with the Costs of Computer Software to be Sold, Leased or Otherwise Marketed topic of the FASB Accounting Standards Codification.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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.

Subsequent events

The Company evaluates events and transactions occurring subsequent to the date of the financial statements for matters requiring recognition or disclosure in the financial statements.  The accompanying financial statements consider events through October 6, 2017, the date on which the financial statements were available to be issued.

Note 2 — Concentration of Credit Risk

Revenue from two customers represented approximately 58% and 68% of total Integral Analytics, Inc. revenue for the quarters ended March 31, 2017 and March 31, 2016, respectively. Accounts receivable from two customers represented approximately 70% and 80% of total Integral Analytics, Inc. receivables as of March 31, 2017 and 2016, respectively.

Note 3 — Operating Lease Commitments

The Company leases its Cincinnati office and other office locations under operating leases, on a month to month basis. Lease expense under these leases range from $557 a month to $2,912 per month, with $14,668 and $13,606 of expense for the quarters ended March 31, 2017 and 2016, respectively.

Note 4 — Retirement Plan

The Company has a 401(k) plan which covers all employees who meet the eligibility requirements. The Company matches 100% of employee contributions up to 6% of qualifying compensation. Company contributions to this plan were $31,444 and $27,477 during the quarters ended March 31, 2017 and 2016, respectively.

Note 5 — Shareholder Notes Payable

The Company has notes payable to shareholders with interest payable annually at 8% per annum. The notes can be called by the shareholders with 180 days notice. The outstanding balance at March 31, 2017 and 2016 was $188,600. The notes are shown as long-term as the shareholders do not intend to call them in the immediate future.

Note 6 — Research and Development Costs

The Company expenses product development costs as they are incurred. Product development expense incurred for the quarters ended March 31, 2017 and 2016 was $368,139 and $250,346, respectively.

Note 7 — Subsequent Event

On July 28, 2017 the shareholders sold all of the Company’s stock to a publically traded entity.  In connection with the sale, all assets and business operations were transferred and certain liabilities were assumed by the new parent company.  Shareholder notes payable were settled as part of the stock purchase agreement.

 

Exhibit 99.2

 

INTEGRAL ANALYTICS, INC.

CINCINNATI, OHIO

 

FINANCIAL STATEMENTS

 

FOR THE YEAR ENDED DECEMBER 31, 2016

 

AND

 

INDEPENDENT AUDITORS’ REPORT

 

 

A Professional Association  Certified Public Accountant

 

 

 

 

INTEGRAL ANALYTICS, INC.

Cincinnati, Ohio

 

TABLE OF CONTENTS

 

 

 

 

 

s

 

To the Board of Directors

Integral Analytics, Inc.

INDEPENDENT AUDITORS’ REPORT ON FINANCIAL STATEMENTS

Report on the Financial Statements

We have audited the accompanying financial statements of Integral Analytics, Inc. (an S corporation), which comprise the balance sheet as of December 31, 2016, and the related statements of operations, shareholder’s equity, and cash flows for the year 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.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit 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 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 auditors’ 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 accounting 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.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Integral Analytics, Inc.as of December 31, 2016, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

/s/ Clark, Schaefer, Hackett & Co.

Cincinnati, Ohio

July 28, 2017

One East Fourth Street  Suite 1200  Cincinnati, Ohio 45202  Phone: (513) 241‑3111  Fax: (513) 241‑1212  www.cshco.com

INTEGRAL ANALYTICS, INC.

BALANCE SHEET

As of December 31, 2016

 

The accompanying notes are an integral part of these statements.

INTEGRAL ANALYTICS, INC.

STATEMENT OF INCOME AND RETAINED EARNINGS

For the year ended December 31, 2016

 

The accompanying notes are an integral part of these statements.

 

INTEGRAL ANALYTICS, INC.

STATEMENT OF SHAREHOLDERS’ EQUITY

For the year ended December 31, 2016)

 

The accompanying notes are an integral part of these statements.

INTEGRAL ANALYTICS, INC.

STATEMENT OF CASH FLOW

For the year ended December 31, 2016

 

The accompanying notes are an integral part of these statements.

INTEGRAL ANALYTICS, INC.

Cincinnati, Ohio

NOTES TO FINANCIAL STATEMENTS

Note 1 — Summary of Significant Accounting Policies

Integral Analytics, Inc. (the “Company”) is a utility software provider which conducts business throughout the United States of America. The Company’s primary products are advanced analytical software for use by utility companies in the energy, power generation, transmission and delivery industries in evaluating and forecasting demand and capacity planning and to meet regulatory requirements. In connection with the licensing of its software, the Company also provides consulting and support services, and contracts to install hardware systems for its software products. The following is a summary of the significant accounting policies followed in the preparation of the financial statements.

Cash equivalents

The Company maintains cash in bank deposit accounts at financial institutions where the balances, at times, exceed the federally insured limits. The Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risks on its cash balances.

Accounts receivable

The Company carries its accounts receivable at the original invoice amount less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts, based on a history of past write-offs and collections and current credit conditions. The Company has recorded an allowance for doubtful accounts of $74,694 as of December 31, 2016.

Advertising expense

Advertising expenses are charged to income during the year in which they are incurred. The Company recognized $25,502 in advertising expenses in the year ended December 31, 2016.

Income taxes

The Company is treated as a S-Corporation for federal income tax purposes. Members are taxed individually on their share of the Company’s earnings in accordance with the Company’s operating agreement. Accordingly, no liabilities or income tax provisions for federal or state income taxes are recorded in the accompanying financial statements.

Property and depreciation

Property is recorded at cost. Depreciation is provided on the straight-line method over the estimated useful lives of the respective assets, generally 3 -  7 years for office furniture and fixture, computer equipment, and software.

Intangible assets

Intangible assets consist of the following at December 31, 2016:

 

Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. Patent costs are accumulated until a patent is either issued, denied, or the Company abandons the patent process. Patent lives are typical 20 years from the first filing date, and the Company amortizes patent costs from the date of issuance until the patent period expires.

 

Intangible assets are reviewed annually for impairment or when events or circumstances indicate their carrying amount may not be recoverable. Management has determined that no impairment is necessary at December 31, 2016.

Revenue recognition

Revenues from software license agreements and maintenance contracts are recognized ratably of the life of the agreements. Payments for the Company’s license and maintenance agreements are collected in advance and recognized ratably over the contractual period, typically one year. Deferred revenue represents the unrecognized portion to be recognized in future periods. The Company recognizes consulting revenue as services are rendered based on agreed upon consulting rates. The Company’s systems design contracts are recognized on a milestone basis in accordance with its contracts with customers.

Software costs

Costs associated with the maintenance and support of the Company’s software product are expensed as incurred in accordance with the Costs of Computer Software to be Sold, Leased or Otherwise Marketed topic of the FASB Accounting Standards Codification.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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.

Subsequent events

The Company evaluates events and transactions occurring subsequent to the date of the financial statements for matters requiring recognition or disclosure in the financial statements. The accompanying financial statements consider events through July 28, 2017, the date on which the financial statements were available to be issued.

Note 2 — Concentration of Credit Risk

Revenue from two customers represented approximately 65% of total Integral Analytics, Inc. revenue for the year ended December 31, 2016. Accounts receivable from two customers represented approximately 68% of total Integral Analytics, Inc. receivables as of December 31, 2016.

INTEGRAL ANALYTICS, INC.

Cincinnati, Ohio

NOTES TO FINANCIAL STATEMENTS

Note 3 — Operating Lease Commitments

The Company leases its Cincinnati office and other office locations under operating leases, on a month to month basis. Rental expense under these leases ranges from $557 a month to $2,912 per month, with $55,520 of expense for the year ended December 31, 2016.

Note 4 — Retirement Plan

The Company has a 401(k) plan which covers all employees who meet the eligibility requirements. The Company matches 100% of employee contributions up to 6% of qualifying compensation. Company contributions to this plan were $118,713 during the year ended December 31, 2016.

Note 5 — Shareholder Notes Payable

The Company has notes payable to shareholders with interest payable annually at 8% per annum. The notes can be called by the shareholders with 180 days notice. The outstanding balance at December 31, 2016 was $188,600. The notes are shown as long-term as the shareholders do not intend to call them in the immediate future.

Note 6 —Research and Development Costs

The Company expenses product development costs as they are incurred. Product development expense incurred for the year ended December 31, 2016 was $1,083,618.

Note 7 — Subsequent Event

On July 28, 2017 the shareholders sold all of the Company’s stock to a publicly traded entity. In connection with the sale, all assets and business operations were sold and certain liabilities were assumed by the new parent company. Shareholder notes payable Company were settled as part of the stock purchase agreement.

Exhibit 99.3

WILLDAN GROUP, INC. AND INTEGRAL ANALYTICS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On July 28, 2017, Willdan Group, Inc. (the “Company”) and its wholly-owned subsidiary, Willdan Energy Solutions (“WES”) acquired substantially all of the outstanding shares of Integral Analytics, Inc. (“Integral Analytics”), a data analytics and software company, pursuant to the terms of a Stock Purchase Agreement, dated as of July 28, 2017 (the “Purchase Agreement”), by and among the Company, WES, Integral Analytics, the stockholders of Integral Analytics (the “IA Stockholders”) and the Seller’s Representative (as defined therein). The unaudited pro forma condensed combined financial statements presented herein are based on, and should be read in conjunction with:

The unaudited pro forma condensed consolidated financial statements are prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined balance sheet as of June 30, 2017 reflects the acquisition of Integral Analytics as if the acquisition occurred on June 30, 2017.  The pro forma condensed consolidated statements of operations for the six months ended June 30, 2017 and the year ended December 31, 2016 are presented as if the acquisition of Integral Analytics occurred on January 2, 2016.  The pro forma adjustments are described in the accompanying notes and are based upon information and assumptions available at the time of the filing of this report on Form 8‑K/A.

We present the pro forma financial statements for informational purposes only.  The pro forma financial statements are not necessarily indicative of what our financial position or results of operations would have been had we completed the acquisition as of the dates indicated.  In addition, the pro forma financial statements do not purport to project the future financial position or operating results of the combined company.  The unaudited pro forma condensed combined statements of operations do not reflect the realization of any expected cost savings and other synergies resulting from the acquisition of Integral Analytics as a result of any cost saving initiatives planned subsequent to the closing of the acquisition nor do they reflect any nonrecurring costs directly attributable to the acquisition and related financing.  The accounting policies used in the presentation of the following unaudited pro forma condensed combined financial information are those set out in the Company’s audited consolidated financial statements for the fiscal year ended December 30, 2016.

We prepared the pro forma financial statements using the acquisition method of accounting.  The maximum purchase price is $30.0 million, consisting of (i) $15.0 million in cash paid at closing (subject to certain post-closing tangible net asset value adjustments), (ii) 90,611 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) issued at closing, equaling $3.0 million, calculated based on the volume-weighted average price of shares of Common Stock for the ten trading days immediately prior to, but not including, the closing date of the IA Acquisition (the “Closing Date”) and (iii)  up to $12.0 million in cash for a percentage of sales attributable to the business of Integral Analytics during the three years after the Closing Date, as more fully described below (such potential payments of up to $12.0 million, being referred to as “Earn-Out Payments” and $12.0 million in respect thereof, being referred to as the “Maximum Payout”).

The size of the Earn-Out Payments to be paid will be determined based on two factors. First, the IA Stockholders will receive 2% of gross contracted revenue for new work sold by the Company in close collaboration with Integral Analytics during the three years following the Closing Date (the “Earn-Out Period”). Second, the IA Stockholders will receive 20% of the gross contracted revenue specified in each executed and/or effective software licensing agreement, entered into by the Company or one of its affiliates that contains pricing either equal to or greater

than standard pricing, of software offered for licensing by Integral Analytics during the Earn-Out Period. The amounts due to the IA Stockholders pursuant to these two factors will in no event, individually or in the aggregate, exceed the Maximum Payout. Earn-Out Payments will be made in quarterly installments for each year of the Earn-Out Period. For the purposes of both of these factors credit will be given to Integral Analytics for the gross contracted revenue in the quarter in which the contract/license is executed, regardless of when the receipt of payment thereunder is expected. The amount of gross contracted revenue for contracts with unfunded ceilings or of an indeterminate contractual value will be mutually agreed upon. Further, in the event of a change of control of WES during the Earn-Out Period, any then-unpaid amount of the Maximum Payout will be paid promptly to the IA Stockholders, even if such Earn-Out Payments have not been earned at that time. The Company has agreed to certain covenants regarding the operation of Integral Analytics during the Earn-Out Period, of which a violation by the Company could result in damages being paid to the IA Stockholders in respect of the Earn-Out. In addition, the Earn-Out Payments will be subject to certain subordination provisions in favor of BMO Harris Bank, N.A. (“BMO”), the Company’s senior secured lender.

The total purchase price is allocated to the net tangible and identifiable intangible assets of Integral Analytics acquired, based on their respective fair values.  The final purchase price is based on management’s current estimate of the expected Earn-Out Payments and the purchase price allocation is dependent upon valuations and other studies that have not progressed to a stage where there is sufficient information to make a definitive allocation. The final purchase price and the purchase price allocation pro forma adjustments are preliminary and have been made using our best judgment given the information currently available solely for the purpose of providing the pro forma financial statements.  The final purchase price allocation and its effect on results of operations may differ significantly from the pro forma amounts included in the pro forma financial statements.  These amounts represent management’s best estimate as of the date of this Form 8‑K/A.

WILLDAN GROUP, INC. AND INTEGRAL ANALYTICS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS

AS OF JUNE 30, 2017

 

Notes to Unaudited Pro Forma Condensed Combined Balance Sheets

The following are explanations of the amounts included in the accompanying pro forma condensed consolidated balance sheets: