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): November 8, 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 |
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 November 8, 2012. The press release announced its financial results for the third quarter ended September 28, 2012. 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 November 8, 2012 (financial results for the third quarter ended September 28, 2012).
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: November 8, 2012 |
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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 November 8, 2012 |
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(financial results for the third quarter ended September 28, 2012). |
Exhibit 99.1
Willdan Reports Third Quarter 2012 Financial Results
ANAHEIM, Calif., November 8, 2012 (BUSINESS WIRE) — Willdan Group, Inc. (“Willdan”) (NASDAQ:WLDN), today announced financial results for its third quarter ended September 28, 2012.
For the third quarter of 2012, Willdan reported total contract revenue of $21.5 million and net income of $0.8 million, or $0.11 per share.
Tom Brisbin, Willdan’s Chief Executive Officer, stated: “While our third quarter revenue declined, we had a profitable quarter and generated solid cash flow from operations. We managed our expenses carefully during the quarter and three of our four segments were profitable.”
Third Quarter 2012 Results
For the third quarter of fiscal 2012, revenue was $21.5 million, down $7.1 million, or 24.7%, from revenue of $28.6 million for the comparable period last year. On a sequential basis, revenue was down $1.9 million, or 8.2%, from the second quarter of 2012. Income from operations was $1.4 million for the third quarter of fiscal 2012, as compared to income from operations of $2.4 million for the comparable period last year. On a sequential basis, income from operations was $1.4 million as compared to loss from operations of $19.6 million, including a $15.2 million goodwill impairment charge, for the second quarter of 2012.
Net income was $0.8 million for the third quarter of fiscal 2012, as compared to net income of $2.2 million for the comparable period last year and a net loss of $17.0 million for the second quarter of 2012.
Earnings per share for the third quarter of fiscal 2012 were $0.11 as compared to earnings per share of $0.30 for the comparable period last year.
Willdan generated $3.7 million in cash flow from operations in the third quarter of fiscal 2012.
Nine Months 2012 Results
For the nine months ended September 28, 2012, revenue was $70.5 million, as compared to $77.2 million in the comparable period last year. Loss from operations was $20.5 million for the nine months ended September 28, 2012 as compared to income from operations of $3.1 million for the comparable period last year. Net loss was $17.6 million for the nine months ended September 28, 2012 as compared to net income of $2.6 million for the comparable period last year.
Loss per share for the nine months ended September 28, 2012 was $2.41 as compared to earnings per share of $0.36 for the comparable period last year.
Willdan generated $4.6 million in cash flow from operations in the nine months ended September 28, 2012.
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Three Months Ended |
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Nine Months Ended |
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In thousands (except per share data) |
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September 28, |
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September 30, |
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September 28, |
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September 30, |
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Revenue |
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$ |
21,547 |
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$ |
28,605 |
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$ |
70,496 |
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$ |
77,159 |
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Income (loss) from operations |
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1,420 |
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2,380 |
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(20,480 |
) |
3,054 |
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Interest income |
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2 |
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1 |
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4 |
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5 |
| ||||
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Interest expense |
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(28 |
) |
(21 |
) |
(80 |
) |
(53 |
) | ||||
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Other, net |
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(14 |
) |
8 |
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(35 |
) |
5 |
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Income tax expense (benefit) |
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593 |
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203 |
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(2,991 |
) |
402 |
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Net income (loss) |
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$ |
787 |
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$ |
2,165 |
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$ |
(17,600 |
) |
$ |
2,609 |
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Basic earnings (loss) per share |
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$ |
0.11 |
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$ |
0.30 |
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$ |
(2.41 |
) |
$ |
0.36 |
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Diluted earnings (loss) per share |
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$ |
0.11 |
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$ |
0.29 |
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$ |
(2.41 |
) |
$ |
0.35 |
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Weighted average shares outstanding: |
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Basic |
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7,315 |
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7,267 |
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7,303 |
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7,258 |
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Diluted |
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7,315 |
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7,468 |
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7,303 |
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7,478 |
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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, goodwill impairment 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 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 from operations or net income as an indicator of operating performance or any other GAAP measure.
Adjusted EBITDA decreased $8.5 million to $(4.7) million for the nine months ended September 28, 2012 from $3.8 million for the comparable period last year.
The following is a reconciliation of net income (loss) to Adjusted EBITDA:
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Nine Months Ended |
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In thousands |
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September 28, |
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September 30, |
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Net (loss) income |
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$ |
(17,600 |
) |
$ |
2,609 |
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Interest income |
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(4 |
) |
(5 |
) | ||
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Interest expense |
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80 |
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53 |
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Income tax (benefit) expense |
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(2,991 |
) |
402 |
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Loss on sale of assets |
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17 |
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1 |
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Depreciation and amortization |
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569 |
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733 |
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Impairment of goodwill |
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15,208 |
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— |
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Lease abandonment expense, net |
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27 |
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9 |
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Adjusted EBITDA |
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$ |
(4,694 |
) |
$ |
3,802 |
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Liquidity and Capital Resources
Willdan had $9.2 million in cash and cash equivalents at September 28, 2012, compared with $3.0 million at December 30, 2011. Willdan has a $5.0 million bank revolving line of credit with Wells Fargo Bank, National Association (“Wells Fargo”), with $3.0 million in outstanding borrowings at the quarter’s end.
Willdan is currently in breach of the net income covenant in its revolving line of credit because it did not have net income of at least $250,000 measured on a rolling four quarter basis and it sustained net losses for two consecutive quarters in the past year. Additionally, Willdan’s ratio of funded debt to EBITDA exceeds the limits permitted under the line of credit. Because of these covenant breaches, Willdan’s ability to borrow additional funds under the line of credit is currently subject to Wells Fargo’s discretion. Although Willdan is seeking a waiver from Wells Fargo for the current breach of the covenants and is seeking to amend certain covenants in the credit agreement, Wells Fargo is not obligated to provide any waiver or modify the terms of the credit agreement and can choose to increase the interest rate of the outstanding indebtedness, accelerate the loans outstanding under the line of credit and/or terminate its commitments under the line of credit.
Conference Call and Webcast
Chief Executive Officer Thomas Brisbin and Chief Financial Officer Kimberly Gant plan to host a conference call on November 8, 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 888-549-7880 (480-629-9867 for international callers). When prompted, ask for the “Willdan Group, Inc., Third Quarter 2012 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 November 22, 2012, by dialing 800-406-7325 (303-590-3030 for international callers). The replay access code is 4571509. The webcast replay will be archived for 12 months.
About Willdan Group, Inc.
Founded in 1964, Willdan is a provider of professional technical and consulting services to public agencies at all levels of government, public and private utilities and commercial and industrial firms. Willdan provides a broad range of services to clients, including engineering and planning, energy efficiency and sustainability, economic and financial consulting, and national preparedness and interoperability. 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 for the year ended December 30, 2011 filed on March 29, 2012, the Quarterly Report on Form 10-Q for the quarter ended March 30, 2012 filed on May 14, 2012, the Quarterly Report on Form 10-Q for the quarter ended June 29, 2012 filed on August 13, 2012, and the Quarterly Report on Form 10-Q for the quarter ended September 28, 2012. Willdan cautions investors not to place undue reliance on the forward-looking statements contained in this press release. Willdan disclaims any obligation to, and does not undertake to, update or revise any forward-looking statements in this press release.
WILLDAN GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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September 28, |
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December 30, |
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(unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
9,230,000 |
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$ |
3,001,000 |
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Accounts receivable, net of allowance for doubtful accounts of $562,000 and $421,000 at September 28, 2012 and December 30, 2011, respectively |
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14,079,000 |
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16,782,000 |
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Costs and estimated earnings in excess of billings on uncompleted contracts |
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11,154,000 |
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20,672,000 |
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Other receivables |
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128,000 |
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175,000 |
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Prepaid expenses and other current assets |
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1,072,000 |
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1,724,000 |
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Total current assets |
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35,663,000 |
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42,354,000 |
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|
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Equipment and leasehold improvements, net |
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1,014,000 |
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1,217,000 |
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Goodwill |
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— |
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15,208,000 |
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Other intangible assets, net |
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20,000 |
|
49,000 |
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Other assets |
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353,000 |
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383,000 |
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Deferred income taxes, net of current portion |
|
5,336,000 |
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5,100,000 |
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Total assets |
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$ |
42,386,000 |
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$ |
64,311,000 |
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Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Excess of outstanding checks over bank balance |
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$ |
1,496,000 |
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$ |
1,777,000 |
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Borrowings under line of credit |
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3,000,000 |
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256,000 |
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Accounts payable |
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4,946,000 |
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8,182,000 |
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Accrued liabilities |
|
7,536,000 |
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10,192,000 |
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Billings in excess of costs and estimated earnings on uncompleted contracts |
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3,607,000 |
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752,000 |
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Current portion of notes payable |
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71,000 |
|
600,000 |
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Current portion of capital lease obligations |
|
150,000 |
|
163,000 |
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Current portion of deferred income taxes |
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4,001,000 |
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7,349,000 |
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Total current liabilities |
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24,807,000 |
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29,271,000 |
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Notes payable, less current portion |
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24,000 |
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77,000 |
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Capital lease obligations, less current portion |
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116,000 |
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136,000 |
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Deferred lease obligations |
|
435,000 |
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534,000 |
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Total liabilities |
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25,382,000 |
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30,018,000 |
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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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Common stock, $0.01 par value, 40,000,000 shares authorized: 7,335,000 and 7,274,000 shares issued and outstanding at September 28, 2012 and December 30, 2011, respectively |
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73,000 |
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73,000 |
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Additional paid-in capital |
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34,376,000 |
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34,065,000 |
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Accumulated (deficit) earnings |
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(17,445,000 |
) |
155,000 |
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Total stockholders’ equity |
|
17,004,000 |
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34,293,000 |
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Total liabilities and stockholders’ equity |
|
$ |
42,386,000 |
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$ |
64,311,000 |
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WILLDAN GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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|
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Three Months Ended |
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Nine Months Ended |
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|
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September 28, |
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September 30, |
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September 28, |
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September 30, |
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2012 |
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2011 |
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2012 |
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2011 |
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Contract revenue |
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$ |
21,547,000 |
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$ |
28,605,000 |
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$ |
70,496,000 |
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$ |
77,159,000 |
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Direct costs of contract revenue: |
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Salaries and wages |
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5,680,000 |
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6,568,000 |
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17,613,000 |
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19,567,000 |
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Subconsultant services |
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7,104,000 |
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8,825,000 |
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29,072,000 |
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22,618,000 |
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Other direct costs |
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(1,494,000 |
) |
1,462,000 |
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(1,085,000 |
) |
3,749,000 |
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Total direct costs of contract revenue |
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11,290,000 |
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16,855,000 |
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45,600,000 |
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45,934,000 |
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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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5,075,000 |
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5,381,000 |
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17,342,000 |
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16,245,000 |
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Facilities and facilities related |
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1,224,000 |
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1,266,000 |
|
3,659,000 |
|
3,663,000 |
| ||||
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Stock-based compensation |
|
50,000 |
|
40,000 |
|
181,000 |
|
148,000 |
| ||||
|
Depreciation and amortization |
|
163,000 |
|
197,000 |
|
518,000 |
|
683,000 |
| ||||
|
Lease abandonment, net |
|
(3,000 |
) |
— |
|
27,000 |
|
9,000 |
| ||||
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Impairment of goodwill |
|
— |
|
— |
|
15,208,000 |
|
— |
| ||||
|
Other |
|
2,328,000 |
|
2,486,000 |
|
8,441,000 |
|
7,423,000 |
| ||||
|
Total general and administrative expenses |
|
8,837,000 |
|
9,370,000 |
|
45,376,000 |
|
28,171,000 |
| ||||
|
Income (loss) from operations |
|
1,420,000 |
|
2,380,000 |
|
(20,480,000 |
) |
3,054,000 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
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Other income (expense), net: |
|
|
|
|
|
|
|
|
| ||||
|
Interest income |
|
2,000 |
|
1,000 |
|
4,000 |
|
5,000 |
| ||||
|
Interest expense |
|
(28,000 |
) |
(21,000 |
) |
(80,000 |
) |
(53,000 |
) | ||||
|
Other, net |
|
(14,000 |
) |
8,000 |
|
(35,000 |
) |
5,000 |
| ||||
|
Total other expense, net |
|
(40,000 |
) |
(12,000 |
) |
(111,000 |
) |
(43,000 |
) | ||||
|
Income (loss) before income taxes |
|
1,380,000 |
|
2,368,000 |
|
(20,591,000 |
) |
3,011,000 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income tax expense (benefit) |
|
593,000 |
|
203,000 |
|
(2,991,000 |
) |
402,000 |
| ||||
|
Net income (loss) |
|
$ |
787,000 |
|
$ |
2,165,000 |
|
$ |
(17,600,000 |
) |
$ |
2,609,000 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Earnings (loss) per share: |
|
|
|
|
|
|
|
|
| ||||
|
Basic |
|
$ |
0.11 |
|
$ |
0.30 |
|
$ |
(2.41 |
) |
$ |
0.36 |
|
|
Diluted |
|
$ |
0.11 |
|
$ |
0.29 |
|
$ |
(2.41 |
) |
$ |
0.35 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Weighted-average shares outstanding: |
|
|
|
|
|
|
|
|
| ||||
|
Basic |
|
7,315,000 |
|
7,267,000 |
|
7,303,000 |
|
7,258,000 |
| ||||
|
Diluted |
|
7,315,000 |
|
7,468,000 |
|
7,303,000 |
|
7,478,000 |
| ||||
WILLDAN GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
Nine Months Ended |
| ||||
|
|
|
September 28, |
|
September 30, |
| ||
|
Cash flows from operating activities: |
|
|
|
|
| ||
|
Net (loss) income |
|
$ |
(17,600,000 |
) |
$ |
2,609,000 |
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities: |
|
|
|
|
| ||
|
Non-cash revenue from subcontractor settlement |
|
— |
|
(902,000 |
) | ||
|
Depreciation and amortization |
|
569,000 |
|
733,000 |
| ||
|
Lease abandonment expense, net |
|
27,000 |
|
9,000 |
| ||
|
Deferred income taxes |
|
(3,584,000 |
) |
— |
| ||
|
Impairment of goodwill |
|
15,208,000 |
|
— |
| ||
|
Loss on sale of equipment |
|
17,000 |
|
1,000 |
| ||
|
Provision for doubtful accounts |
|
793,000 |
|
131,000 |
| ||
|
Stock-based compensation |
|
181,000 |
|
148,000 |
| ||
|
Changes in operating assets and liabilities: |
|
|
|
|
| ||
|
Accounts receivable |
|
1,910,000 |
|
(402,000 |
) | ||
|
Costs and estimated earnings in excess of billings on uncompleted contracts |
|
9,518,000 |
|
(5,075,000 |
) | ||
|
Other receivables |
|
47,000 |
|
(66,000 |
) | ||
|
Prepaid expenses and other current assets |
|
652,000 |
|
709,000 |
| ||
|
Other assets |
|
30,000 |
|
12,000 |
| ||
|
Accounts payable |
|
(3,236,000 |
) |
1,546,000 |
| ||
|
Accrued liabilities |
|
(2,656,000 |
) |
3,653,000 |
| ||
|
Billings in excess of costs and estimated earnings on uncompleted contracts |
|
2,855,000 |
|
115,000 |
| ||
|
Deferred lease obligations |
|
(126,000 |
) |
(158,000 |
) | ||
|
Net cash provided by operating activities |
|
4,605,000 |
|
3,063,000 |
| ||
|
|
|
|
|
|
| ||
|
Cash flows from investing activities: |
|
|
|
|
| ||
|
Purchase of equipment and leasehold improvements |
|
(275,000 |
) |
(309,000 |
) | ||
|
Proceeds from sale of equipment |
|
14,000 |
|
6,000 |
| ||
|
Payments for business acquisition |
|
— |
|
(2,733,000 |
) | ||
|
Net cash used in investing activities |
|
(261,000 |
) |
(3,036,000 |
) | ||
|
|
|
|
|
|
| ||
|
Cash flows from financing activities: |
|
|
|
|
| ||
|
Changes in excess of outstanding checks over bank balance |
|
(281,000 |
) |
(234,000 |
) | ||
|
Payments on notes payable |
|
(582,000 |
) |
(48,000 |
) | ||
|
Proceeds from notes payable |
|
— |
|
23,000 |
| ||
|
Borrowings under line of credit |
|
11,663,000 |
|
22,682,000 |
| ||
|
Repayments on line of credit |
|
(8,919,000 |
) |
(20,762,000 |
) | ||
|
Principal payments on capital lease obligations |
|
(126,000 |
) |
(152,000 |
) | ||
|
Proceeds from stock option exercise |
|
10,000 |
|
4,000 |
| ||
|
Proceeds from sales of common stock under employee stock purchase plan |
|
120,000 |
|
93,000 |
| ||
|
Net cash provided by financing activities |
|
1,885,000 |
|
1,606,000 |
| ||
|
Net increase in cash and cash equivalents |
|
6,229,000 |
|
1,633,000 |
| ||
|
Cash and cash equivalents at beginning of the period |
|
3,001,000 |
|
6,642,000 |
| ||
|
Cash and cash equivalents at end of the period |
|
$ |
9,230,000 |
|
$ |
8,275,000 |
|
|
|
|
|
|
|
| ||
|
Supplemental disclosures of cash flow information: |
|
|
|
|
| ||
|
Cash paid during the period for: |
|
|
|
|
| ||
|
Interest |
|
$ |
79,000 |
|
$ |
51,000 |
|
|
Income taxes |
|
59,000 |
|
51,000 |
| ||
|
|
|
|
|
|
| ||
|
Supplemental disclosures of noncash investing and financing activities: |
|
|
|
|
| ||
|
Equipment acquired under capital lease obligations |
|
$ |
93,000 |
|
$ |
159,000 |
|