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 27, 2012
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) |
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 27, 2012. The press release announced its financial results for the fourth quarter and fiscal year ended December 30, 2011. 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
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(d) |
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Exhibits. | |
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99.1 |
Press Release of Willdan Group, Inc. dated March 27, 2012 (financial results for the fourth quarter and fiscal year ended December 30, 2011). |
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 27, 2012 |
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 27, 2012 (Financial results for the fourth quarter and fiscal year ended December 30, 2011) |
Exhibit 99.1
Willdan Reports Fourth Quarter 2011 and Fiscal Year 2011 Financial Results
ANAHEIM, Calif., March 27, 2012—(BUSINESS WIRE)—Willdan Group, Inc. (“Willdan”) (NASDAQ:WLDN), today announced financial results for its fourth quarter and fiscal year 2011 ended December 30, 2011.
For the fourth quarter of 2011, Willdan reported total contract revenue of $30.0 million and a net loss of $0.8 million, or $0.11 per basic and diluted share.
For the fiscal year ended December 30, 2011, Willdan reported total contract revenue of $107.2 million and net income of $1.8 million, or $0.25 per basic share and $0.24 per diluted share.
Tom Brisbin, Willdan’s Chief Executive Officer, stated: “We’re pleased with our results for 2011. The investments we have made in diversifying our business are paying off and we are now on a clear path to sustained long-term growth. Our diversification into the energy efficiency market, in particular, has significantly contributed to our recovery and growth over the past three years. We are excited about the future and believe that Willdan is poised to deliver improved profits and stockholder returns in 2012 and beyond.”
Fourth Quarter 2011 Results
For the fourth quarter of fiscal 2011, revenue was $30.0 million, up $10.1 million, or 51.0%, from revenue of $19.9 million for the comparable period last year. On a sequential basis, revenue was up $1.4 million, or 4.9%, from the third quarter of 2011. Income from operations was $0.3 million for the fourth quarter of fiscal 2011, as compared to $30,000 for the comparable period last year. On a sequential basis, income from operations decreased $2.1 million from $2.4 million in the third quarter of 2011.
Net loss was $0.8 million for the fourth quarter of fiscal 2011, as compared to net income of $0.3 million in the comparable period last year and net income of $2.2 million in the third quarter of 2011.
Basic and diluted loss per share for the fourth quarter of fiscal 2011 was $0.11 as compared to basic and diluted earnings per share of $0.04 for the comparable period last year.
Willdan used $3.7 million in cash flow from operations in the fourth quarter of fiscal 2011.
Fiscal Year 2011 Results
Revenue for fiscal year 2011 was $107.2 million, up $29.3 million, or 37.6%, from revenue of $77.9 million for fiscal year 2010. Income from operations was $3.4 million for fiscal year 2011 as compared to $3.1 million for fiscal year 2010. Net income was $1.8 million for fiscal year 2011 as compared to $2.7 million for fiscal year 2010.
Basic and diluted earnings per share for fiscal year 2011 were $0.25 and $0.24, respectively, as compared to basic and diluted earnings per share of $0.38 and $0.37, respectively, for fiscal year 2010.
Willdan used $0.7 million in cash flow from operations in the year ended December 30, 2011.
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Three Months Ended |
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Twelve Months Ended |
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In thousands (except EPS data) |
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December 30, |
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December 31, |
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December 30, |
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December 31, |
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Revenue |
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$ |
30,006 |
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$ |
19,872 |
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$ |
107,165 |
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$ |
77,896 |
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Income from operations |
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347 |
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30 |
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3,401 |
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3,074 |
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Interest income |
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— |
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3 |
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5 |
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12 |
| ||||
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Interest expense |
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(24 |
) |
(17 |
) |
(77 |
) |
(54 |
) | ||||
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Other, net |
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(4 |
) |
15 |
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1 |
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32 |
| ||||
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Income tax (expense) benefit |
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(1,098 |
) |
251 |
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(1,500 |
) |
(344 |
) | ||||
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Net (loss) income |
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$ |
(779 |
) |
$ |
282 |
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$ |
1,830 |
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$ |
2,720 |
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(Loss) earnings per share |
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Basic |
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$ |
(0.11 |
) |
$ |
0.04 |
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$ |
0.25 |
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$ |
0.38 |
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Diluted |
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$ |
(0.11 |
) |
$ |
0.04 |
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$ |
0.24 |
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$ |
0.37 |
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Weighted average shares outstanding: |
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Basic |
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7,273 |
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7,245 |
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7,262 |
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7,233 |
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Diluted |
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7,273 |
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7,380 |
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7,485 |
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7,311 |
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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 income (loss) plus net interest expense, income tax expense (benefit), depreciation and amortization and other non-recurring income and expense items occurring in such period. 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 non-recurring 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 non-recurring 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 operating income or net income as an indicator of operating performance or any other GAAP measure.
Adjusted EBITDA increased to $4.3 million for fiscal year 2011 from $4.1 million for fiscal year 2010.
The following is a reconciliation of net income (loss) to Adjusted EBITDA:
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Twelve Months Ended |
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In thousands |
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December 30, |
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December 31, |
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Net income |
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$ |
1,830 |
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$ |
2,720 |
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Interest income |
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(5 |
) |
(12 |
) | ||
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Interest expense |
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77 |
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54 |
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Income tax expense |
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1,500 |
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344 |
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Lease abandonment expense (recovery) |
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2 |
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(68 |
) | ||
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Depreciation and amortization |
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944 |
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1,053 |
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Loss (gain) on sale of assets |
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2 |
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(17 |
) | ||
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Adjusted EBITDA |
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$ |
4,350 |
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$ |
4,074 |
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Liquidity and Capital Resources
Willdan had $3.0 million in cash and cash equivalents at December 30, 2011, compared with $6.6 million at December 31, 2010. Willdan had $0.3 million in outstanding borrowings under a $5.0 million revolving line of credit at the end of fiscal year 2011.
Conference Call and Webcast
Chief Executive Officer Thomas Brisbin and Chief Financial Officer Kimberly Gant plan to host a conference call on March 27, 2012 at 5:00 p.m. Eastern/2:00 p.m. Pacific to discuss Willdan’s financial results.
Interested parties may participate in the conference call by dialing 877-941-8609 (480-629-9692 for international callers). When prompted, ask for the “Willdan Group, Inc., Fourth Quarter 2011 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 10, 2012, by dialing 800-406-7325 (303-590-3030 for international callers). The replay access code is 4512338. The webcast replay will be archived for 12 months.
About Willdan Group, Inc.
Founded over 45 years ago, Willdan is a provider of professional technical and consulting services to small and mid-sized public agencies, large public utilities and, to a lesser extent, private industry primarily located in California, New York and Arizona. Willdan provides a broad range of services to clients, including civil engineering and planning, energy efficiency and sustainability, economic and financial consulting, and homeland security and communications and technology. 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 Annual Report on Form 10-K to be filed for the year ended December 30, 2011. 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
CONSOLIDATED BALANCE SHEETS
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December 30, |
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December 31, |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
3,001,000 |
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$ |
6,642,000 |
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Accounts receivable, net of allowance for doubtful accounts of $421,000 and $959,000 at December 30, 2011 and December 31, 2010, respectively |
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16,782,000 |
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14,484,000 |
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Costs and estimated earnings in excess of billings on uncompleted contracts |
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20,672,000 |
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11,343,000 |
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Other receivables |
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175,000 |
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176,000 |
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Prepaid expenses and other current assets |
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1,724,000 |
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1,714,000 |
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Total current assets |
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42,354,000 |
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34,359,000 |
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Equipment and leasehold improvements, net |
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1,217,000 |
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1,496,000 |
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Goodwill |
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15,208,000 |
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12,475,000 |
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Other intangible assets, net |
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49,000 |
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95,000 |
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Other assets |
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383,000 |
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407,000 |
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Deferred income taxes |
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5,100,000 |
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622,000 |
| ||
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Total assets |
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$ |
64,311,000 |
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$ |
49,454,000 |
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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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$ |
1,777,000 |
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$ |
1,223,000 |
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Borrowings under line of credit |
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256,000 |
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1,000,000 |
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Accounts payable |
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8,182,000 |
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5,380,000 |
| ||
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Accrued liabilities |
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10,192,000 |
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5,985,000 |
| ||
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Billings in excess of costs and estimated earnings on uncompleted contracts |
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752,000 |
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1,041,000 |
| ||
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Current portion of notes payable |
|
600,000 |
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90,000 |
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Current portion of capital lease obligations |
|
163,000 |
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173,000 |
| ||
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Current portion of deferred income taxes |
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7,349,000 |
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1,407,000 |
| ||
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Total current liabilities |
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29,271,000 |
|
16,299,000 |
| ||
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|
|
|
|
|
| ||
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Notes payable, less current portion |
|
77,000 |
|
131,000 |
| ||
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Capital lease obligations, less current portion |
|
136,000 |
|
96,000 |
| ||
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Deferred lease obligations |
|
534,000 |
|
766,000 |
| ||
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Total liabilities |
|
30,018,000 |
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17,292,000 |
| ||
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|
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|
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Commitments and contingencies |
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|
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|
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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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Common stock, $0.01 par value, 40,000,000 shares authorized; 7,274,000 and 7,246,000 shares issued and outstanding at December 30, 2011 and December 31, 2010, respectively |
|
73,000 |
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72,000 |
| ||
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Additional paid-in capital |
|
34,065,000 |
|
33,765,000 |
| ||
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Accumulated earnings (deficit) |
|
155,000 |
|
(1,675,000 |
) | ||
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Total stockholders’ equity |
|
34,293,000 |
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32,162,000 |
| ||
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Total liabilities and stockholders’ equity |
|
$ |
64,311,000 |
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$ |
49,454,000 |
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WILLDAN GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
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Fiscal Year |
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2011 |
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2010 |
|
2009 |
| |||
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|
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Contract revenue |
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$ |
107,165,000 |
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$ |
77,896,000 |
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$ |
61,605,000 |
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Direct costs of contract revenue (exclusive of depreciation and amortization shown separately below): |
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|
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|
|
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Salaries and wages |
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25,714,000 |
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21,607,000 |
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18,130,000 |
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Subconsultant services |
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34,195,000 |
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16,523,000 |
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7,997,000 |
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Other direct costs |
|
4,818,000 |
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3,892,000 |
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2,715,000 |
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Total direct costs of contract revenue |
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64,727,000 |
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42,022,000 |
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28,842,000 |
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General and administrative expenses: |
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|
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|
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Salaries and wages, payroll taxes and employee benefits |
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22,594,000 |
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17,582,000 |
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20,325,000 |
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Facilities and facility related |
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4,875,000 |
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4,290,000 |
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4,430,000 |
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Stock-based compensation |
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201,000 |
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235,000 |
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272,000 |
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Depreciation and amortization |
|
877,000 |
|
1,042,000 |
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1,814,000 |
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Lease abandonment (recovery), net |
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2,000 |
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(68,000 |
) |
707,000 |
| |||
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Impairment of goodwill |
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— |
|
— |
|
2,763,000 |
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Litigation accrual (reversal) |
|
— |
|
— |
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(1,125,000 |
) | |||
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Other |
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10,488,000 |
|
9,719,000 |
|
11,070,000 |
| |||
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Total general and administrative expenses |
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39,037,000 |
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32,800,000 |
|
40,256,000 |
| |||
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Income (loss) from operations |
|
3,401,000 |
|
3,074,000 |
|
(7,493,000 |
) | |||
|
|
|
|
|
|
|
|
| |||
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Other (expense) income: |
|
|
|
|
|
|
| |||
|
Interest income |
|
5,000 |
|
12,000 |
|
30,000 |
| |||
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Interest expense |
|
(77,000 |
) |
(54,000 |
) |
(38,000 |
) | |||
|
Other, net |
|
1,000 |
|
32,000 |
|
(5,000 |
) | |||
|
Total other (expense) income, net |
|
(71,000 |
) |
(10,000 |
) |
(13,000 |
) | |||
|
Income (loss) before income taxes |
|
3,330,000 |
|
3,064,000 |
|
(7,506,000 |
) | |||
|
|
|
|
|
|
|
|
| |||
|
Income tax expense (benefit) |
|
1,500,000 |
|
344,000 |
|
(1,931,000 |
) | |||
|
Net income (loss) |
|
$ |
1,830,000 |
|
$ |
2,720,000 |
|
$ |
(5,575,000 |
) |
|
|
|
|
|
|
|
|
| |||
|
Earnings (loss) per share: |
|
|
|
|
|
|
| |||
|
Basic |
|
$ |
0.25 |
|
$ |
0.38 |
|
$ |
(0.78 |
) |
|
Diluted |
|
$ |
0.24 |
|
$ |
0.37 |
|
$ |
(0.78 |
) |
|
|
|
|
|
|
|
|
| |||
|
Weighted-average shares outstanding: |
|
|
|
|
|
|
| |||
|
Basic |
|
7,262,000 |
|
7,233,000 |
|
7,192,000 |
| |||
|
Diluted |
|
7,485,000 |
|
7,311,000 |
|
7,192,000 |
| |||
WILLDAN GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
Fiscal Year |
| |||||||
|
|
|
2011 |
|
2010 |
|
2009 |
| |||
|
Cash flows from operating activities: |
|
|
|
|
|
|
| |||
|
Net income (loss) |
|
$ |
1,830,000 |
|
$ |
2,720,000 |
|
$ |
(5,575,000 |
) |
|
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: |
|
|
|
|
|
|
| |||
|
Non-cash revenue from subcontractor settlement |
|
(902,000 |
) |
— |
|
— |
| |||
|
Depreciation and amortization |
|
944,000 |
|
1,053,000 |
|
1,814,000 |
| |||
|
Deferred income taxes |
|
1,465,000 |
|
389,000 |
|
(1,890,000 |
) | |||
|
Goodwill impairment |
|
— |
|
— |
|
2,763,000 |
| |||
|
Lease abandonment expense (recovery), net |
|
2,000 |
|
(68,000 |
) |
707,000 |
| |||
|
Loss (gain) on sale of equipment |
|
2,000 |
|
(17,000 |
) |
6,000 |
| |||
|
Provision for doubtful accounts |
|
209,000 |
|
20,000 |
|
1,829,000 |
| |||
|
Stock-based compensation |
|
201,000 |
|
235,000 |
|
272,000 |
| |||
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
| |||
|
Accounts receivable |
|
(2,507,000 |
) |
(4,407,000 |
) |
936,000 |
| |||
|
Costs and estimated earnings in excess of billings on uncompleted contracts |
|
(8,427,000 |
) |
(4,694,000 |
) |
1,632,000 |
| |||
|
Income tax receivable |
|
— |
|
51,000 |
|
905,000 |
| |||
|
Other receivables |
|
1000 |
|
(103,000 |
) |
(25,000 |
) | |||
|
Prepaid expenses and other current assets |
|
(10,000 |
) |
(214,000 |
) |
284,000 |
| |||
|
Other assets |
|
24,000 |
|
(89,000 |
) |
55,000 |
| |||
|
Accounts payable |
|
2,802,000 |
|
3,923,000 |
|
(654,000 |
) | |||
|
Accrued liabilities |
|
4,206,000 |
|
1,476,000 |
|
(959,000 |
) | |||
|
Billings in excess of costs and estimated earnings on uncompleted contracts |
|
(289,000 |
) |
11,000 |
|
326,000 |
| |||
|
Deferred lease obligations |
|
(234,000 |
) |
(189,000 |
) |
(272,000 |
) | |||
|
Net cash (used in) provided by operating activities |
|
(683,000 |
) |
97,000 |
|
2,154,000 |
| |||
|
|
|
|
|
|
|
|
| |||
|
Cash flows from investing activities: |
|
|
|
|
|
|
| |||
|
Purchase of equipment and leasehold improvements |
|
(395,000 |
) |
(685,000 |
) |
(386,000 |
) | |||
|
Proceeds from sale of equipment |
|
6,000 |
|
40,000 |
|
— |
| |||
|
Payments related to business acquisitions |
|
(2,733,000 |
) |
(2,104,000 |
) |
(2,373,000 |
) | |||
|
Net cash used in investing activities |
|
(3,122,000 |
) |
(2,749,000 |
) |
(2,759,000 |
) | |||
|
|
|
|
|
|
|
|
| |||
|
Cash flows from financing activities: |
|
|
|
|
|
|
| |||
|
Changes in excess of outstanding checks over bank balance |
|
554,000 |
|
735,000 |
|
40,000 |
| |||
|
Payments on notes payable |
|
(211,000 |
) |
(17,000 |
) |
(46,000 |
) | |||
|
Proceeds from notes payable |
|
667,000 |
|
214,000 |
|
— |
| |||
|
Borrowings under line of credit |
|
33,965,000 |
|
14,123,000 |
|
3,553,000 |
| |||
|
Repayments of line of credit |
|
(34,709,000 |
) |
(14,123,000 |
) |
(2,553,000 |
) | |||
|
Principal payments on capital leases |
|
(202,000 |
) |
(173,000 |
) |
(172,000 |
) | |||
|
Proceeds from stock option exercise |
|
7,000 |
|
3,000 |
|
— |
| |||
|
Proceeds from sales of common stock under employee stock purchase plan |
|
93,000 |
|
87,000 |
|
84,000 |
| |||
|
Net cash provided by financing activities |
|
164,000 |
|
849,000 |
|
906,000 |
| |||
|
|
|
|
|
|
|
|
| |||
|
Net (decrease) increase in cash and cash equivalents |
|
(3,641,000 |
) |
(1,803,000 |
) |
301,000 |
| |||
|
Cash and cash equivalents at beginning of the year |
|
6,642,000 |
|
8,445,000 |
|
8,144,000 |
| |||
|
Cash and cash equivalents at end of the year |
|
$ |
3,001,000 |
|
$ |
6,642,000 |
|
$ |
8,445,000 |
|
|
|
|
|
|
|
|
|
| |||
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
| |||
|
Cash paid during the period for: |
|
|
|
|
|
|
| |||
|
Interest |
|
$ |
77,000 |
|
$ |
52,000 |
|
$ |
40,000 |
|
|
Income taxes |
|
70,000 |
|
48,000 |
|
3,000 |
| |||
|
Supplemental disclosures of noncash investing and financing activities: |
|
|
|
|
|
|
| |||
|
Equipment acquired under capital leases |
|
$ |
247,000 |
|
$ |
240,000 |
|
$ |
60,000 |
|
|
Contact: |
|
|
|
|
|
Willdan Group, Inc. |
|
|
Kimberly Gant |
|
|
Chief Financial Officer |
|
|
Tel: 714-940-6300 |
|
|
kgant@willdan.com |
|
|
|
|
|
or |
|
|
|
|
|
Financial Profiles, Inc. |
|
|
Moira Conlon |
|
|
Tel: 310-478-2700 x11 |
|
|
mconlon@finprofiles.com |
|