Attached files
file | filename |
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8-K - FORM 8-K - STERLING CONSTRUCTION CO INC | h68920e8vk.htm |
EX-2.1 - EX-2.1 - STERLING CONSTRUCTION CO INC | h68920exv2w1.htm |
EX-99.2 - EX-99.2 - STERLING CONSTRUCTION CO INC | h68920exv99w2.htm |
EX-23.2 - EX-23.2 - STERLING CONSTRUCTION CO INC | h68920exv23w2.htm |
EX-99.4 - EX-99.4 - STERLING CONSTRUCTION CO INC | h68920exv99w4.htm |
EX-99.1 - EX-99.1 - STERLING CONSTRUCTION CO INC | h68920exv99w1.htm |
EX-99.3 - EX-99.3 - STERLING CONSTRUCTION CO INC | h68920exv99w3.htm |
EX-23.1 - EX-23.1 - STERLING CONSTRUCTION CO INC | h68920exv23w1.htm |
Exhibit 99.5
STERLING CONSTRUCTION COMPANY, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA
The following unaudited pro forma condensed combined financial information gives pro forma
effect to the acquisition of an 80.0% ownership interest in Ralph L. Wadsworth Construction
Company, LLC (formerly Ralph L. Wadsworth Construction Company, Inc.) ( RLW) by Sterling
Construction Company, Inc. (Sterling or SCC), accounted for as a business combination using the
purchase method of accounting. The preliminary allocation of the purchase price used in the
unaudited pro forma condensed combined financial information is based on managements preliminary
valuation. The estimates and assumptions are subject to change upon the finalization of valuations,
which are contingent upon final appraisals of plant and equipment, identifiable intangible assets,
adjustments to contract-related and other accounts through
December 3, 2009 and the results of
operations through December 31, 2009. Revisions to the preliminary purchase price
allocation could result in significant deviations from the accompanying pro forma information.
The pro forma condensed combined statements of income reflect the acquisition of RLW as if it
occurred on January 1, 2008. The historical results of operations included in the unaudited pro
forma condensed combined statement of income for the fiscal year ended December 31, 2008 were
derived from the audited financial statements of each entity. For SCC, this information was derived
from its annual report on Form 10-K/A filed with the Securities and Exchange Commission on
September 10, 2009, which is included elsewhere in this Form 8-K. For RLW, this information is
included elsewhere in this Form 8-K. The historical results of operations included in the unaudited
pro forma condensed combined statement of income for the nine months ended September 30, 2009 were
derived from the unaudited financial statements of each entity. For SCC, this information was
derived from its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on
November 9, 2009, which is incorporated into this Form 8-K by reference. For RLW, this information
is included elsewhere in this Form 8-K.
The pro forma condensed combined balance sheet reflects the acquisition of RLW as if it
occurred on September 30, 2009. The historical balance sheets of SCC and RLW included in the
unaudited pro forma condensed combined balance sheet were derived from the unaudited financial
statements of each entity. For SCC, this information was derived from its quarterly report on Form
10-Q filed with the Securities and Exchange Commission on November 9, 2009. For RLW, this
information is included elsewhere in this Form 8-K.
This unaudited pro forma condensed combined financial information has been prepared by SCC
management for illustrative purposes only. The unaudited pro forma condensed combined financial
information is not intended to represent or be indicative of the financial position or results of
operations in future periods or the results that actually would have been realized had SCC and RLW
been a combined company during the specified periods. The unaudited pro forma adjustments reflect,
among other things, pre-closing distributions by RLW to its equity holders of certain assets and
cash and securities that were not required for the operations of the business. In addition,
classifications of certain combined financial accounts of RLW may differ from those of Sterling.
The unaudited pro forma condensed combined financial information reflects the acquisition of the
interest in RLW, which Sterling financed with a combination of cash and cash equivalents and
proceeds from the sale of short-term securities. The unaudited pro forma condensed combined
financial information, including the notes thereto, is qualified in its entirety by reference to,
and should be read in conjunction with, the historical financial statements and the notes thereto
of Sterling and RLW included elsewhere in this Form 8-K and in SCCs Form 10-Q filed with the
Securities and Exchange Commission on November 9, 2009.
STERLING
CONSTRUCTION COMPANY, INC.
Unaudited
Pro Forma Condensed Combined Balance Sheet
At
September 30, 2009
Pro Forma |
Pro Forma |
|||||||||||||||
Sterling | RLW | Adjustments | Combined | |||||||||||||
ASSETS
|
||||||||||||||||
Current Assets
|
||||||||||||||||
Cash and cash equivalents
|
$ | 62,239 | $ | 12,676 | $ | (69,887 | )(a)(b)(d)(e) | $ | 5,028 | |||||||
Short-term investments
|
41,231 | 18,027 | (13,217 | )(b)(c)(d) | 46,041 | |||||||||||
Contracts receivable, including retainage
|
66,387 | 37,288 | | 103,675 | ||||||||||||
Costs and estimated earnings in excess of billings on
uncompleted contracts
|
6,196 | 1,470 | | 7,666 | ||||||||||||
Inventories
|
1,224 | 264 | | 1,488 | ||||||||||||
Deposits and other current assets
|
1,257 | 128 | | 1,385 | ||||||||||||
Total Current Assets
|
178,534 | 69,853 | (83,104 | ) | 165,283 | |||||||||||
Property and equipment, net
|
71,681 | 11,864 | (714 | )(c) | 82,831 | |||||||||||
Investment in RLW
|
| | | (e)(f) | | |||||||||||
Goodwill
|
57,232 | | 58,625 | (f) | 115,857 | |||||||||||
Other assets, net
|
1,424 | 25 | | 1,449 | ||||||||||||
Total Assets
|
$ | 308,871 | $ | 81,742 | $ | (25,193 | ) | $ | 365,420 | |||||||
LIABILITIES AND STOCKHOLDERS EQUITY
|
||||||||||||||||
Current Liabilities
|
||||||||||||||||
Accounts payable
|
$ | 27,475 | $ | 20,810 | $ | | $ | 48,285 | ||||||||
Billings in excess of costs and estimated earnings of
uncompleted contracts
|
25,693 | 17,911 | | 43,604 | ||||||||||||
Current maturities of long-term debt
|
73 | 2,096 | (2,096 | )(a) | 73 | |||||||||||
Income taxes payable
|
23 | | | 23 | ||||||||||||
Other accrued expenses
|
9,492 | 1,628 | | 11,120 | ||||||||||||
Total Current Liabilities
|
62,756 | 42,445 | (2,096 | ) | 103,105 | |||||||||||
Commitments and Contingencies
|
||||||||||||||||
Long-term Liabilities
|
||||||||||||||||
Long-term debt, net of current maturities
|
40,428 | 4,780 | (4,780 | )(a) | 40,428 | |||||||||||
Deferred tax liability, net
|
15,051 | | | 15,051 | ||||||||||||
Put liabilities related to and noncontrolling owners
interests in subsidiaries
|
7,568 | | 16,200 | (e) | 23,768 | |||||||||||
Total Long-term Liabilities
|
63,047 | 4,780 | 11,420 | 79,247 | ||||||||||||
Stockholders Equity
|
||||||||||||||||
Preferred stock
|
| | | | ||||||||||||
Common stock
|
132 | 5 | (5 | )(f) | 132 | |||||||||||
Additional paid-in capital
|
150,902 | | | 150,902 | ||||||||||||
Retained earnings
|
32,034 | 34,512 | (34,512 | )(b)(c)(f) | 32,034 | |||||||||||
Total Sterling Common Stockholders Equity
|
183,068 | 34,517 | (34,517 | ) | 183,068 | |||||||||||
Total Liabilities and Stockholders Equity
|
$ | 308,871 | $ | 81,742 | $ | (25,193 | ) | $ | 365,420 | |||||||
See Pro Forma Adjustments and Explanatory Notes on next page.
STERLING
CONSTRUCTION COMPANY, INC.
Unaudited Pro Forma Condensed Combined Balance Sheet
Pro Forma Adjustments and Explanatory Notes
At September 30, 2009
Amounts in thousands
Unaudited Pro Forma Condensed Combined Balance Sheet
Pro Forma Adjustments and Explanatory Notes
At September 30, 2009
Amounts in thousands
Pro Forma Adjustments
|
||||||
(a)
|
RLW debt reduction payments | |||||
Current maturities of long-term debt | $ | 2,096 | ||||
Long-term debt, net of current maturities | 4,780 | |||||
Cash and cash equivalents | (6,876 | ) | ||||
(b)
|
Estimated withdrawals by RLW stockholders to reduce working capital and stockholders equity to amounts required under the Definitive Purchase Agreement | |||||
Retained earnings | $ | 11,066 | ||||
Cash and cash equivalents | (5,800 | ) | ||||
Short-term investments | (5,266 | ) | ||||
(c)
|
Distributions of assets to RLW stockholders | |||||
Retained earnings | $ | 1,176 | ||||
Property and equipment | (714 | ) | ||||
Short-term investments | (462 | ) | ||||
(d)
|
Liquidation of Sterling short-term investments to fund part of the purchase price | |||||
Cash and cash equivalents | $ | 7,489 | ||||
Short-term investments | (7,489 | ) | ||||
(e)
|
Investment in RLW | |||||
Investment in RLW | $ | (80,900 | ) | |||
Cash | (64,700 | ) | ||||
Put liability related to and noncontrolling owners interests in RLW | (16,200 | ) | ||||
(f)
|
Entries in consolidation to reflect goodwill, step-up in basis of property and equipment and noncontrolling interests in RLW | |||||
Goodwill | $ | 58,625 | ||||
Retained earnings | 22,270 | |||||
Common stock | 5 | |||||
Investment in RLW | (80,900 | ) | ||||
Explanatory Notes
|
||||||
(1)
|
Summary of Purchase Price - | |||||
Cash, cash equivalents and cash from sale of short-term investments | $ | 64,700 | ||||
Total purchase price* | $ | 64,700 | ||||
Pro Forma Preliminary Allocation of Purchase Price | ||||||
Working capital | $ | 11,100 | ||||
Property and equipment | 11,150 | |||||
Other assets | 25 | |||||
Goodwill | 58,625 | |||||
Noncontrolling interests | (16,200 | ) | ||||
Total preliminary purchase price allocation* | $ | 64,700 | ||||
* | Pursuant to the terms of the Purchase Agreement, the purchase price is subject to adjustments when RLWs working capital and tangible stockholders equity as of November 30, 2009, and the results of operations for the month of December 2009, are agreed upon by RLWs selling stockholders and Sterling. The purchase price |
shown in the Pro Forma Condensed Combined Balance Sheet includes managements estimate of such adjustments. |
(2) | In 2013, the noncontrolling interest of 20% of RLW retained by the RLW noncontrolling interest holders may be put to Sterling, and Sterling has the right to call such interests. The price to be paid to the Sellers will be 20% of RLWs simple average EBITDA for calendar years 2010, 2011 and 2012 multiplied by a multiple, as defined in the Purchase Agreement, not to be greater than 4.5 or less than 4.0. Such contingent consideration has been recorded in Pro Forma Entry (e) above at its estimated fair value at closing in accordance with GAAP. | |
(3) | The effect of the above pre-acquisition Pro Forma Adjustments of RLW on its historical working capital and stockholders equity is as follows: |
Working |
Stockholders |
|||||||||||
Capital | Equity | |||||||||||
Historical Balances of RLW as of September 30, 2009
|
$ | 27,408 | $ | 34,517 | ||||||||
(a | ) | RLW debt reduction payments | (4,780 | ) | | |||||||
(b | ) | Estimated withdrawals by RLW stockholders to reduce working capital and stockholders equity to amounts required under the definitive purchase agreement | (11,066 | ) | (11,066 | ) | ||||||
(c | ) | Distributions of assets to RLW stockholders | (462 | ) | (1,176 | ) | ||||||
Pro Forma Balances of RLW as of September 30, 2009
|
$ | 11,100 | $ | 22,275 | ||||||||
STERLING
CONSTRUCTION COMPANY, INC.
Unaudited
Pro Forma Condensed Combined Statements of Income
Year Ended December 31, 2008 | Nine Months Ended September 30, 2009 | |||||||||||||||||||||||||||||||||||
Pro Forma |
Pro Forma |
Pro Forma |
Pro Forma |
|||||||||||||||||||||||||||||||||
Sterling | RLW | Adjustments | Combined | Sterling | RLW | Adjustments | Combined | |||||||||||||||||||||||||||||
Revenues
|
$ | 415,074 | $ | 126,122 | $ | | $ | 541,196 | $ | 319,170 | $ | 112,257 | $ | | $ | 431,427 | ||||||||||||||||||||
Costs of earned contract revenues
|
373,102 | 100,486 | | 473,588 | 272,238 | 83,678 | | 355,916 | ||||||||||||||||||||||||||||
Gross profit
|
41,972 | 25,636 | | 67,608 | 46,932 | 28,579 | | 75,511 | ||||||||||||||||||||||||||||
General and administrative expenses
|
(13,763 | ) | (5,041 | ) | | (18,804 | ) | (10,536 | ) | (4,081 | ) | | (14,617 | ) | ||||||||||||||||||||||
Other income (expense)
|
(81 | ) | (35 | ) | | (116 | ) | (30 | ) | 21 | | (9 | ) | |||||||||||||||||||||||
Operating income
|
28,128 | 20,560 | | 48,688 | 36,366 | 24,519 | | 60,885 | ||||||||||||||||||||||||||||
Interest and dividend income and gain on sale of investments
|
1,070 | 1,135 | (1,091 | ) | (a)(b) | 1,114 | 406 | 510 | (756 | ) | (a)(b) | 160 | ||||||||||||||||||||||||
Interest expense
|
(199 | ) | (120 | ) | | (319 | ) | (154 | ) | (160 | ) | | (314 | ) | ||||||||||||||||||||||
Income before income taxes and earnings attributable to
noncontrolling interest
|
28,999 | 21,575 | (1,091 | ) | 49,483 | 36,618 | 24,869 | (756 | ) | 60,731 | ||||||||||||||||||||||||||
Income tax expense
|
(10,025 | ) | | (6,231 | ) | (b)(d) | 16,256 | (12,154 | ) | | (7,361 | ) | (b)(d) | (19,515 | ) | |||||||||||||||||||||
Net income
|
18,974 | 21,575 | (7,322 | ) | 33,227 | 24,464 | 24,869 | (8,117 | ) | 41,216 | ||||||||||||||||||||||||||
Less: Net income attributable to noncontrolling interest in
earnings of subsidiary
|
(908 | ) | | (4,265 | ) | (c) | (5,173 | ) | (1,521 | ) | | (4,900 | ) | (c) | (6,421 | ) | ||||||||||||||||||||
Net income attributable to Sterling common stockholders
|
$ | 18,066 | $ | 21,575 | $ | (11,587 | ) | $ | 28,054 | $ | 22,943 | $ | 24,869 | $ | (13,017 | ) | $ | 34,795 | ||||||||||||||||||
Net income per share attributable to Sterling common
stockholders:
|
||||||||||||||||||||||||||||||||||||
Basic
|
$ | 1.38 | $ | 2.14 | $ | 1.73 | $ | 2.63 | ||||||||||||||||||||||||||||
Diluted
|
$ | 1.32 | $ | 2.05 | $ | 1.67 | $ | 2.53 | ||||||||||||||||||||||||||||
Weighted average number of common shares outstanding used in
computing per share amounts:
|
||||||||||||||||||||||||||||||||||||
Basic
|
13,120 | 13,120 | 13,229 | 13,229 | ||||||||||||||||||||||||||||||||
Diluted
|
13,702 | 13,702 | 13,733 | 13,733 |
See Pro Forma Adjustments and Explanatory Notes on next page.
STERLING
CONSTRUCTION COMPANY, INC.
Unaudited
Pro Forma Condensed Combined Statements of Income
Pro Forma
Adjustments and Explanatory Notes
Pro Forma |
Year Ended |
Nine Months Ended |
||||||||
Adjustments
|
December 31, 2008 | September 30, 2009 | ||||||||
(Amounts in thousands) | ||||||||||
(a)
|
Reduction in interest/investment income for investments used in pro forma withdrawals of RLW stockholders--See Pro Forma Notes (a), (b) and (c) to Pro Forma Balance Sheet | |||||||||
Interest and dividend income | $ | 250 | $ | 368 | ||||||
Retained earnings | (250 | ) | (368 | ) | ||||||
(b)
|
Reduction in interest/investment income for investments used by Sterling in purchase of RLW | |||||||||
Interest income | $ | 841 | $ | 388 | ||||||
Income tax expense | (294 | ) | (136 | ) | ||||||
Retained earnings | (547 | ) | (252 | ) | ||||||
(c)
|
Noncontrolling interest in income of RLW, net of its portion of (a) above | |||||||||
Noncontrolling interest income statement | $ | 4,265 | $ | 4,900 | ||||||
Noncontrolling interest balance sheet | (4,265 | ) | (4,900 | ) | ||||||
(d)
|
Tax effect of Sterlings 80% of RLWs Net Income at federal and Utah net statutory rate of 38.25% | |||||||||
Income tax expense | $ | 6,525 | $ | 7,497 | ||||||
Income taxes payable | (6,525 | ) | (7,497 | ) |