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): March 30, 2010
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 |
2401 East Katella Avenue, Suite 300, Anaheim, California 92806
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (800) 424-9144
Not Applicable
(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 March 30, 2010. The press release announced its financial results for the fourth quarter and fiscal year ended January 1, 2010. 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 March 30, 2010 (financial results for the fourth quarter and fiscal year ended January 1, 2010)
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: March 30, 2010 |
By: |
/s/ Kimberly D. Gant |
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Kimberly D. Gant |
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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 March 30, 2010 (Financial results for the fourth quarter and fiscal year ended January 1, 2010) |
Exhibit 99.1
Willdan Reports Fourth Quarter 2009 and Fiscal Year 2009 Financial Results
ANAHEIM, Calif.,—(BUSINESS WIRE)—March 30, 2010—Willdan Group, Inc. (“Willdan”) (NASDAQ:WLDN) today announced financial results for its fourth quarter and fiscal year 2009 ended January 1, 2010.
For the fourth quarter of 2009, Willdan reported total contract revenue of $14.4 million and a net loss of $3.3 million, or $0.46 per basic and diluted share. The fourth quarter results reflect a goodwill impairment charge of $2.8 million related to Willdan’s public finance services reporting unit, a lease abandonment charge of $0.5 million, and an income tax valuation allowance of $0.9 million, partially offset by a litigation reversal of $1.1 million.
For the fiscal year ended January 1, 2010, Willdan reported total contract revenue of $61.6 million and a net loss of $5.6 million, or $0.78 per basic and diluted share.
Tom Brisbin, Willdan’s Chief Executive Officer, stated: “During the fourth quarter of 2009, we took a number of decisive actions to address the impact of continued economic weakness on our business. These changes were not easy to make, however, we believe they were necessary to position Willdan for the road ahead. While our traditional engineering business has continued to decline, we are encouraged by the growth in our energy business. Looking ahead, we will continue to counter weakness in our traditional engineering business with growth in our energy and homeland solutions businesses. With the changes we recently made, we believe we have closely aligned our resources with the demand for our services going forward. Assuming some degree of economic stabilization in 2010, we believe Willdan is poised for improved financial performance.”
Fourth Quarter 2009 Results
For the fourth quarter of fiscal 2009, revenue was $14.4 million, down $4.6 million, or 24.2%, from revenue of $19.0 million for the comparable period last year. On a sequential basis, revenue was down $0.2 million, or 1.3%, from the third quarter of 2009. Loss from operations was $4.0 million for the fourth quarter of fiscal 2009, as compared to $2.0 million for the comparable period last year. On a sequential basis, loss from operations increased $2.6 million from $1.4 million in the third quarter of 2009.
Net loss was $3.3 million for the fourth quarter of fiscal 2009, as compared to $1.2 million in the comparable period last year and a net loss of $0.9 million in the third quarter of 2009. Included in the net loss for the fourth quarter of fiscal 2009 was an income tax valuation allowance of $0.9 million related to a portion of the deferred tax assets.
Basic and diluted loss per share for the fourth quarter of fiscal 2009 was $0.46 as compared to $0.17 for the comparable period last year.
Willdan generated $0.4 million in cash flow from operations in the fourth quarter of fiscal year 2009.
Fiscal Year 2009 Results
For fiscal year 2009, revenue was $61.6 million, down $11.6 million, or 15.8%, from revenue of $73.2 million for fiscal year 2008. Loss from operations was $7.5 million for fiscal year 2009 as compared to $2.8 million for fiscal year 2008. Net loss was $5.6 million for fiscal year 2009 as compared to a net loss of $1.6 million for fiscal year 2008.
Basic and diluted loss per share for fiscal year 2009 was $0.78 as compared to basic and diluted loss per share of $0.22 for fiscal year 2008.
Willdan generated $2.2 million in cash flow from operations in the twelve months ended January 1, 2010.
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Three Months Ended |
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Twelve Months Ended |
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In thousands (except per share data) |
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January 1, |
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January 2, |
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January 1, |
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January 2, |
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Revenue |
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$ |
14,375 |
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$ |
18,956 |
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$ |
61,605 |
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$ |
73,190 |
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Loss from operations |
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(3,970 |
) |
(2,009 |
) |
(7,493 |
) |
(2,800 |
) |
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Interest income |
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3 |
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34 |
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30 |
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313 |
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Interest expense |
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(9 |
) |
(13 |
) |
(38 |
) |
(33 |
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Other, net |
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(4 |
) |
(32 |
) |
(5 |
) |
(15 |
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Income tax benefit |
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(635 |
) |
(791 |
) |
(1,931 |
) |
(930 |
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Net loss |
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$ |
(3,345 |
) |
$ |
(1,229 |
) |
$ |
(5,575 |
) |
$ |
(1,605 |
) |
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Basic and diluted loss per share |
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$ |
(0.46 |
) |
$ |
(0.17 |
) |
$ |
(0.78 |
) |
$ |
(0.22 |
) |
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Weighted average shares outstanding: |
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Basic |
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7,208 |
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7,164 |
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7,192 |
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7,159 |
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Diluted |
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7,208 |
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7,164 |
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7,192 |
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7,159 |
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Use of Non-GAAP Financial Measures
Adjusted EBITDA is a supplemental measure used by Willdan’s management to measure its operating performance. Willdan defines Adjusted EBITDA as net (loss) income plus net interest expense, income tax (benefit) expense, depreciation and amortization, goodwill impairment expense, lease abandonment expense, loss (gain) on sales of assets and litigation (reversals) accruals. Willdan’s definition of Adjusted EBITDA may differ from those of many companies reporting similarly named measures. This measure 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. generally accepted accounting principles, or GAAP, such as net income. Willdan believes Adjusted EBITDA enables management to separate unusual or infrequent income and expense items from its results of operations to provide a more normalized and consistent view of operating performance on a period-to-period basis. Willdan uses Adjusted EBITDA to evaluate its performance for, among other things, budgeting, forecasting and incentive compensation purposes. Willdan also believes Adjusted EBITDA is useful to investors, research analysts, investment bankers and lenders because it removes from its operational results the impact of certain unusual or infrequent income and expense items, which may facilitate comparison of its results from period-to-period.
Adjusted EBITDA is not a recognized term under GAAP and does not purport to be an alternative to income or net income as an indicator of operating performance or any other GAAP measure.
Adjusted EBITDA decreased $3.4 million to $(3.3) million for fiscal year 2009 from $0.1 million for fiscal year 2008.
The following is a reconciliation of net loss to Adjusted EBITDA:
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Twelve Months Ended |
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In thousands |
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January 1, |
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January 2, |
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Net loss |
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$ |
(5,575 |
) |
$ |
(1,605 |
) |
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Interest income |
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(30 |
) |
(313 |
) |
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Interest expense |
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38 |
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33 |
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Loss on the sale of assets |
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6 |
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15 |
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Income tax benefit |
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(1,931 |
) |
(930 |
) |
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Depreciation and amortization |
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1,814 |
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1,978 |
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Impairment of goodwill |
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2,763 |
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148 |
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Lease abandonment expense |
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707 |
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742 |
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Litigation reversal |
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(1,125 |
) |
— |
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Adjusted EBITDA |
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$ |
(3,333 |
) |
$ |
68 |
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Liquidity and Capital Resources
Willdan had $8.4 million in cash and cash equivalents at January 1, 2010, compared with $8.1 million at January 2, 2009. Willdan has a $5.0 million bank revolving line of credit, with $1.0 million in outstanding borrowings at the end of fiscal year 2009.
Conference Call and Webcast
Chief Executive Officer Thomas Brisbin and Chief Financial Officer Kimberly Gant plan to host a conference call on March 30, 2010 at 5:00 p.m. Eastern/2:00 p.m. Pacific to further discuss Willdan’s financial results and business developments.
Interested parties may access the conference call by dialing 877-941-8631 (480-629-9820 for international callers). When prompted, ask for the “Willdan Group Fourth Quarter 2009 Investor 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 April 13, 2010, by dialing 800-406-7325 (303-590-3030 for international callers). The replay access code is 4272630#. The webcast replay will be available on Willdan’s website for 12 months.
About Willdan Group, Inc.
Founded over 40 years ago, Willdan is a provider of outsourced services to public and private agencies and utilities located primarily in California and New York. Willdan assists cities, public utilities and other government agencies and, to a lesser extent, private industry with a broad range of services, including civil engineering, building and safety services, geotechnical engineering, energy efficiency, water conservation, renewable resource strategy, financial and economic consulting, and disaster preparedness and homeland security. For additional information, visit Willdan’s website at www.willdan.com.
Forward-Looking Statements
Safe Harbor Statement: Statements in this press release which 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 expand its services or meet the needs of customers in markets in which it operates. 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 Form 10-K annual report for the year ended January 1, 2010 filed on March 30, 2010. 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.
Contact:
Kimberly Gant
Chief Financial Officer
714-940-6329
kgant@willdan.com
Moira Conlon
Financial Profiles, Inc.
310-478-2700 x11
mconlon@finprofiles.com
WILLDAN GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
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January 1, |
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January 2, |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
8,445,000 |
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$ |
8,144,000 |
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Accounts receivable, net of allowance for doubtful accounts of $1,862,000 and $662,000 at January 1, 2010 and January 2, 2009, respectively |
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10,097,000 |
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12,862,000 |
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Costs and estimated earnings in excess of billings on uncompleted contracts |
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6,649,000 |
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8,281,000 |
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Income tax receivable |
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51,000 |
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956,000 |
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Other receivables |
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73,000 |
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48,000 |
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Prepaid expenses and other current assets |
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1,500,000 |
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1,784,000 |
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Total current assets |
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26,815,000 |
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32,075,000 |
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Equipment and leasehold improvements, net |
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1,596,000 |
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2,377,000 |
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Goodwill |
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10,371,000 |
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11,145,000 |
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Other intangible assets, net |
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149,000 |
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1,367,000 |
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Other assets |
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318,000 |
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373,000 |
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Deferred income taxes, net of current portion |
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1,083,000 |
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233,000 |
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Total assets |
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$ |
40,332,000 |
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$ |
47,570,000 |
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Liabilities and Stockholders’ Equity |
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Current liabilities: |
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||
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Excess of outstanding checks over bank balance |
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$ |
488,000 |
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$ |
448,000 |
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Accounts payable |
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1,457,000 |
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2,111,000 |
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Purchase price payable |
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— |
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1,000,000 |
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Accrued liabilities |
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4,509,000 |
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5,253,000 |
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Billings in excess of costs and estimated earnings on uncompleted contracts |
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1,030,000 |
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704,000 |
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Borrowings under line of credit |
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1,000,000 |
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— |
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Current portion of notes payable |
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23,000 |
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52,000 |
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||
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Current portion of capital lease obligations |
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125,000 |
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168,000 |
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||
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Current portion of deferred income taxes |
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1,479,000 |
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2,519,000 |
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||
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Total current liabilities |
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10,111,000 |
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12,255,000 |
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Notes payable, less current portion |
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— |
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17,000 |
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Capital lease obligations, less current portion |
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82,000 |
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157,000 |
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Lease obligations |
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1,022,000 |
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805,000 |
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Total liabilities |
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11,215,000 |
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13,234,000 |
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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, $0.01 par value, 40,000,000 shares authorized; 7,208,000 and 7,164,000 shares issued and outstanding at January 1, 2010 and January 2, 2009, respectively |
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72,000 |
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72,000 |
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Additional paid-in capital |
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33,440,000 |
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33,084,000 |
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(Accumulated deficit) retained earnings |
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(4,395,000 |
) |
1,180,000 |
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Total stockholders’ equity |
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29,117,000 |
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34,336,000 |
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Total liabilities and stockholders’ equity |
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$ |
40,332,000 |
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$ |
47,570,000 |
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WILLDAN GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
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Fiscal Year |
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2009 |
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2008 |
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2007 |
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Contract revenue |
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$ |
61,605,000 |
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$ |
73,190,000 |
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$ |
78,798,000 |
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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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18,130,000 |
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21,991,000 |
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25,769,000 |
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Sub-consultant services |
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7,997,000 |
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7,750,000 |
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4,600,000 |
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Other direct costs |
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2,715,000 |
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2,973,000 |
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1,568,000 |
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Total direct costs of contract revenue |
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28,842,000 |
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32,714,000 |
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31,937,000 |
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Gross profit |
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32,763,000 |
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40,476,000 |
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46,861,000 |
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General and administrative expenses: |
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Salaries and wages, payroll taxes and employee benefits |
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20,325,000 |
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24,439,000 |
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25,061,000 |
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|||
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Facilities and facility related |
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4,430,000 |
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4,803,000 |
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4,546,000 |
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|||
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Stock-based compensation |
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272,000 |
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214,000 |
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209,000 |
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|||
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Depreciation and amortization |
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1,814,000 |
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1,978,000 |
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1,755,000 |
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Lease abandonment, net |
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707,000 |
|
742,000 |
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— |
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Impairment of goodwill |
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2,763,000 |
|
148,000 |
|
— |
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|||
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Litigation (reversal) accrual |
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(1,125,000 |
) |
— |
|
1,049,000 |
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|||
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Other |
|
11,070,000 |
|
10,952,000 |
|
11,719,000 |
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|||
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Total general and administrative expenses |
|
40,256,000 |
|
43,276,000 |
|
44,339,000 |
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|||
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(Loss) income from operations |
|
(7,493,000 |
) |
(2,800,000 |
) |
2,522,000 |
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|||
|
|
|
|
|
|
|
|
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|||
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Other (expense) income: |
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|
|
|
|
|
|
|||
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Interest income |
|
30,000 |
|
313,000 |
|
693,000 |
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|||
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Interest expense |
|
(38,000 |
) |
(33,000 |
) |
499,000 |
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|||
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Other, net |
|
(5,000 |
) |
(15,000 |
) |
(27,000 |
) |
|||
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Total other (expense) income |
|
(13,000 |
) |
265,000 |
|
1,165,000 |
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|||
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(Loss) income before income tax expense |
|
(7,506,000 |
) |
(2,535,000 |
) |
3,687,000 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Income tax (benefit) expense |
|
(1,931,000 |
) |
(930,000 |
) |
1,543,000 |
|
|||
|
Net (loss) income |
|
$ |
(5,575,000 |
) |
$ |
(1,605,000 |
) |
$ |
2,144,000 |
|
|
|
|
|
|
|
|
|
|
|||
|
(Loss) earnings per share: |
|
|
|
|
|
|
|
|||
|
Basic and diluted |
|
$ |
(0.78 |
) |
$ |
(0.22 |
) |
$ |
0.30 |
|
|
|
|
|
|
|
|
|
|
|||
|
Weighted-average shares outstanding: |
|
|
|
|
|
|
|
|||
|
Basic |
|
7,192,000 |
|
7,159,000 |
|
7,149,000 |
|
|||
|
Diluted |
|
7,192,000 |
|
7,159,000 |
|
7,150,000 |
|
|||
WILLDAN GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
Fiscal Year |
|
|||||||
|
|
|
2009 |
|
2008 |
|
2007 |
|
|||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|||
|
Net (loss) income |
|
$ |
(5,575,000 |
) |
$ |
(1,605,000 |
) |
$ |
2,144,000 |
|
|
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|||
|
Depreciation and amortization |
|
1,814,000 |
|
1,978,000 |
|
1,755,000 |
|
|||
|
Impairment of goodwill |
|
2,763,000 |
|
148,000 |
|
— |
|
|||
|
Lease abandonment expense, net |
|
707,000 |
|
742,000 |
|
— |
|
|||
|
Loss on sale of equipment, net |
|
6,000 |
|
17,000 |
|
28,000 |
|
|||
|
Provision for doubtful accounts |
|
1,829,000 |
|
585,000 |
|
212,000 |
|
|||
|
Stock-based compensation |
|
272,000 |
|
214,000 |
|
209,000 |
|
|||
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|||
|
Accounts receivable |
|
936,000 |
|
3,266,000 |
|
(1,032,000 |
) |
|||
|
Costs and estimated earnings in excess of billings on uncompleted contracts |
|
1,632,000 |
|
187,000 |
|
624,000 |
|
|||
|
Income tax receivable |
|
905,000 |
|
(956,000 |
) |
— |
|
|||
|
Other receivables |
|
(25,000 |
) |
53,000 |
|
4,348,000 |
|
|||
|
Prepaid expenses and other current assets |
|
284,000 |
|
292,000 |
|
(209,000 |
) |
|||
|
Other assets |
|
55,000 |
|
50,000 |
|
69,000 |
|
|||
|
Accounts payable |
|
(654,000 |
) |
(186,000 |
) |
(134,000 |
) |
|||
|
Accrued liabilities |
|
(959,000 |
) |
(831,000 |
) |
(8,792,000 |
) |
|||
|
Billings in excess of costs and estimated earnings on uncompleted contracts |
|
326,000 |
|
(236,000 |
) |
(281,000 |
) |
|||
|
Deferred income taxes |
|
(1,890,000 |
) |
(112,000 |
) |
737,000 |
|
|||
|
Lease obligations |
|
(272,000 |
) |
(60,000 |
) |
59,000 |
|
|||
|
Net cash provided by (used in) operating activities |
|
2,154,000 |
|
3,546,000 |
|
(263,000 |
) |
|||
|
|
|
|
|
|
|
|
|
|||
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|||
|
Purchase of equipment and leasehold improvements |
|
(386,000 |
) |
(552,000 |
) |
(654,000 |
) |
|||
|
Proceeds from sale of equipment |
|
— |
|
49,000 |
|
35,000 |
|
|||
|
Purchase of other assets |
|
— |
|
(75,000 |
) |
— |
|
|||
|
Payments for business acquisitions, net of cash acquired |
|
(2,373,000 |
) |
(10,236,000 |
) |
— |
|
|||
|
Purchase of liquid investments |
|
— |
|
(7,100,000 |
) |
(22,800,000 |
) |
|||
|
Proceeds from sale of liquid investments |
|
— |
|
8,400,000 |
|
21,500,000 |
|
|||
|
Net cash used in investing activities |
|
(2,759,000 |
) |
(9,514,000 |
) |
(1,919,000 |
) |
|||
|
|
|
|
|
|
|
|
|
|||
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|||
|
Changes in excess of outstanding checks over bank balance |
|
40,000 |
|
(185,000 |
) |
376,000 |
|
|||
|
Payments on notes payable |
|
(46,000 |
) |
(1,119,000 |
) |
(1,210,000 |
) |
|||
|
Proceeds from notes payable |
|
— |
|
— |
|
1,184,000 |
|
|||
|
Borrowings under line of credit |
|
3,553,000 |
|
— |
|
418,000 |
|
|||
|
Repayments of line of credit |
|
(2,553,000 |
) |
— |
|
(418,000 |
) |
|||
|
Principal payments on capital leases |
|
(172,000 |
) |
(170,000 |
) |
(175,000 |
) |
|||
|
Proceeds from sales of common stock under employee stock purchase plan |
|
84,000 |
|
75,000 |
|
25,000 |
|
|||
|
Final distributions to former holders of redeemable common stock |
|
— |
|
— |
|
(3,150,000 |
) |
|||
|
Refund of offering costs |
|
— |
|
— |
|
10,000 |
|
|||
|
Net cash provided by (used in) financing activities |
|
906,000 |
|
(1,399,000 |
) |
(2,940,000 |
) |
|||
|
|
|
|
|
|
|
|
|
|||
|
Net increase (decrease) in cash and cash equivalents |
|
301,000 |
|
(7,367,000 |
) |
(5,122,000 |
) |
|||
|
Cash and cash equivalents at beginning of the year |
|
8,144,000 |
|
15,511,000 |
|
20,633,000 |
|
|||
|
Cash and cash equivalents at end of the year |
|
$ |
8,445,000 |
|
$ |
8,144,000 |
|
$ |
15,511,000 |
|
|
|
|
|
|
|
|
|
|
|||
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|||
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|||
|
Interest |
|
$ |
40,000 |
|
$ |
34,000 |
|
$ |
84,000 |
|
|
Income taxes |
|
3,000 |
|
853,000 |
|
902,000 |
|
|||
|
Supplemental disclosures of noncash investing and financing activities: |
|
|
|
|
|
|
|
|||
|
Equipment acquired under capital leases |
|
$ |
60,000 |
|
$ |
42,000 |
|
$ |
147,000 |
|
|
Note payable issued in connection with acquisition of assets |
|
— |
|
100,000 |
|
— |
|
|||
|
Purchase price payable |
|
— |
|
1,000,000 |
|
— |
|
|||