EX-99.3 4 d271967dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

RBF CONSULTING

FINANCIAL STATEMENTS

UNAUDITED

As of September 30, 2011 and

For The Nine Months Ended September 30, 2011 and 2010


RBF CONSULTING

BALANCE SHEETS (unaudited)

 

     As of  
     September 30,
2011
 

ASSETS

  

Current assets:

  

Cash and cash equivalents

   $ 329,000   

Accounts receivable, net

     36,320,000   

Costs and estimated earnings in excess of billings on uncompleted contracts

     2,834,000   

Income taxes receivable

     —     

Prepaid expenses and other current assets (Note 2)

     5,445,000   
  

 

 

 

Total current assets

     44,928,000   
  

 

 

 

Equipment and improvements, net

     3,497,000   
  

 

 

 

Other assets, net

     1,911,000   
  

 

 

 

Total assets

   $ 50,336,000   
  

 

 

 

Continued...

 

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RBF CONSULTING

BALANCE SHEETS (unaudited) – CONTINUED

 

     As of  
      September 30,
2011
 

LIABILITIES AND STOCKHOLDERS’ EQUITY

  

Current liabilities:

  

Line of credit borrowings (Note 3)

   $ 3,000,000   

Accounts payable

     2,907,000   

Accrued liabilities:

  

Compensation and fringe benefits

     3,339,000   

Profit sharing 401(k) plan contributions

     384,000   

Income taxes

     184,000   

Other

     1,050,000   

Billings in excess of costs and estimated earnings on uncompleted contracts

     2,035,000   

Deferred income taxes

     21,104,000   
  

 

 

 

Total current liabilities

     34,003,000   

Deferred rent

     754,000   

Deferred compensation

     107,000   

Deferred income taxes

     200,000   
  

 

 

 

Total liabilities

     35,064,000   
  

 

 

 

Commitments and contingencies (Note 4)

  

Stockholders’ equity :

  

Common stock, no par value; 5,000,000 shares authorized; 987,409 shares issued and outstanding

     11,550,000   

Retained earnings

     3,722,000   
  

 

 

 

Total stockholders’ equity

     15,272,000   
  

 

 

 

Total liabilities and stockholders’ equity

   $ 50,336,000   
  

 

 

 

See accompanying notes to unaudited financial statements

 

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RBF CONSULTING

STATEMENTS OF OPERATIONS (unaudited)

 

 

     For The Nine Months Ended
September 30,
 
     2011     2010  

Revenues:

    

Fees for professional services (including contract adjustments)

   $ 78,975,000      $ 78,302,000   

Less outside services and direct charges

     (15,705,000     (13,648,000
  

 

 

   

 

 

 

Net revenues

     63,270,000        64,654,000   
  

 

 

   

 

 

 

Expenses:

    

Compensation and fringe benefits

     48,907,000        48,420,000   

Profit sharing 401(k) plan contributions

     385,000        452,000   

Occupancy, excluding depreciation and amortization

     5,369,000        5,671,000   

Depreciation and amortization

     1,732,000        2,234,000   

Supplies

     1,082,000        1,240,000   

Automotive, including taxes and licenses

     827,000        689,000   

Insurance

     1,197,000        1,326,000   

Telephone

     935,000        938,000   

Professional services

     1,616,000        1,571,000   

Dues and subscriptions

     222,000        242,000   

Repair and maintenance

     91,000        88,000   

Recruitment and advertising

     218,000        264,000   

Travel and entertainment

     1,222,000        1,434,000   

Provision for doubtful accounts

     (70,000     —     

Other

     11,000        48,000   
  

 

 

   

 

 

 

Total expenses

     63,744,000        64,617,000   
  

 

 

   

 

 

 

(Loss)/income from operations

     (474,000     37,000   
  

 

 

   

 

 

 

Other income (expense):

    

Interest income

     18,000        5,000   

Interest expense (Note 3)

     (118,000     (106,000

Other

     277,000        72,000   
  

 

 

   

 

 

 

Total other income/(expense), net

     177,000        (29,000
  

 

 

   

 

 

 

(Loss)/income before benefit from income taxes

     (297,000     8,000   

Provision for income taxes

     352,000        4,000   
  

 

 

   

 

 

 

Net (loss)/income

   $ (649,000   $ 4,000   
  

 

 

   

 

 

 

See accompanying notes to unaudited financial statements

 

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RBF CONSULTING

STATEMENT OF CASH FLOWS (unaudited)—CONTINUED

 

      For The Nine Months Ended
September 30,
 
     2011     2010  

Cash flows from operating activities:

    

Net (loss)/income

   $ (649,000   $ 4,000   

Adjustments to reconcile net (loss)/income to net cash provided by operating activities:

    

Depreciation and amortization

     1,732,000        2,234,000   

(Gain)/loss on disposition of equipment and improvements

     (63,000     20,000   

Provision for doubtful accounts

     (70,000     —     

Deferred income taxes

     (246,000     12,000   

Changes in operating assets and liabilities:

    

Accounts receivable

     5,764,000        10,708,000   

Costs and estimated earnings in excess of billings on uncompleted contracts

     (386,000     —     

Prepaid expenses and other current assets

     11,098,000        11,080,000   

Other assets

     (304,000     (146,000

Accounts payable

     668,000        1,136,000   

Accrued liabilities

     483,000        1,526,000   

Billings in excess of costs and estimated earnings on uncompleted contracts

     505,000        —     

Deferred compensation

     747,000        3,000   
  

 

 

   

 

 

 

Net cash provided by operating activities

     19,279,000        26,577,000   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Additions to equipment and improvements

     (521,000     (607,000
  

 

 

   

 

 

 

Net cash used in investing activities

     (521,000     (607,000
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Payment on line on credit—net

     (19,000,000     (22,000,000

Repurchases of common stock

     (1,275,000     (1,981,000

Issuances of note payable

     —          752,000   
  

 

 

   

 

 

 

Net cash used in financing activities

     (20,275,000     (23,229,000
  

 

 

   

 

 

 

Net (decrease)/increase in cash and cash equivalents

     (1,517,000     2,741,000   

Cash and cash equivalents, beginning of period

     1,846,000        2,629,000   
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 329,000      $ 5,370,000   
  

 

 

   

 

 

 

See accompanying notes to unaudited financial statements

 

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RBF CONSULTING

NOTES TO FINANCIAL STATEMENTS (unaudited)

For The Nine Months Ended September 30, 2011 and 2010

 

NOTE 1 — GENERAL AND BASIS OF PRESENTATION

General

RBF Consulting (the “Company”) is engaged principally in providing planning, design and construction consulting services on credit terms to clients primarily in California, Arizona and Nevada.

Basis of Presentation

The accompanying unaudited condensed financial statements and notes have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting. Accordingly, they do not include all of the information and related notes that would normally be required by GAAP for audited financial statements. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited condensed financial statements.

The accompanying unaudited condensed financial statements include all adjustments (of a normal and recurring nature) that management considers necessary for a fair statement of financial information for the interim periods. Interim results are not necessarily indicative of the results that may be expected for the remainder of the year ending December 31, 2011.

NOTE 2 — PREPAID EXPENSES AND OTHER CURRENT ASSETS

The Company has historically prepaid a significant portion of their expenses at year end. As of September 30, 2011 a majority of these prepaid assets have been expensed.

NOTE 3 — LINE OF CREDIT

The Company has a credit agreement with a bank, which provides for borrowings up to $22,000,000 under a revolving line of credit secured by substantially all of the Company’s assets. Borrowings under the line bear interest at a fluctuating rate equal to the highest of: (1) the prime rate, (2) the daily one month LIBOR rate plus 1.5%, (3) the federal funds rate plus 1.5%, or LIBOR plus 3%, for both 2011 and 2010. Borrowings under the line for 2011 bore interest at the bank’s prime rate (3.25% per annum at September 30, 2011). Interest is payable monthly with principal due on July 31, 2012. Under the line of credit agreement, the Company is required, among other things, to maintain certain minimum net worth and income requirements, and has restrictions related to capital equipment commitments, making loans, advances and investments, dividend and distributions in excess of specified levels, and must not have any outstanding borrowings under the agreement for a period of at least 30 consecutive days during each fiscal year. The Company was in compliance with all covenants of the credit agreement as of September 30, 2011. During the nine months ended September 30, 2011 and 2010, the

 

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RBF CONSULTING

NOTES TO FINANCIAL STATEMENTS (unaudited)

For The Nine Months Ended September 30, 2011 and 2010

 

Company recorded interest expense, including bank charges, under the line of credit totaling $118,000 and $106,000, respectively.

NOTE 4 — COMMITMENTS AND CONTINGENCIES

Litigation

There are certain legal actions pending against the Company arising in the normal course of business. In the opinion of management, the resolution of such matters will not have a material effect on the financial position, cash flows, or results of operations of the Company.

Indemnities and Guarantees

The Company has made certain indemnities and guarantees, under which it may be required to make payments to a guaranteed or indemnified party. The Company indemnifies its directors, officers, employees and agents to the maximum extent permitted under the laws of the State of California. In connection with its facility leases, the Company has indemnified its lessors for certain claims arising from the use of the facilities. In addition, in connection with the bank line of credit agreement, the Company has indemnified the bank for certain claims relating to or arising directly or indirectly out of the credit agreement. The duration of the indemnities and guarantees varies, and in many cases is indefinite. These indemnities and guarantees do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been required to make any payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying financial statements.

NOTE 5 — SUBSEQUENT EVENTS

On October 3, 2011, the Michael Baker Corporation (“Baker”) entered into a Stock Purchase Agreement to acquire 100% of the outstanding shares of the Company for $49.3 million. This transaction was funded with $45.7 million of cash and approximately $3.6 million of Baker’s common stock. In addition, as part of the closing Baker received $1.2 million from the Company to fund professional liability tail insurance premiums and existing liabilities related to RBF bonus payments due in December 2011. This Stock Purchase Agreement is subject to a Net Working Capital adjustment that is expected to be approximately $5.0 million.

As required by the Subsequent Events Topic of the FASB Accounting Standards Codification, management has considered subsequent events through December 16, 2011, the date of issuance, in preparing the financial statements and notes hereto. The Company has evaluated and determined that no other events have occurred subsequent to the balance sheet date and through

 

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RBF CONSULTING

NOTES TO FINANCIAL STATEMENTS (unaudited)

For The Nine Months Ended September 30, 2011 and 2010

 

December 16, 2011, the date of issuance of these financial statements, which would require recording or disclosure in its financial statements.

 

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