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Unsure about Surety?


    Excelleration 2011
    Lykes Insurance Learning Series

    March 9, 2011




                                      ©2011 LarsonAllen LLP
                                                          P
1
Today’s Presenters
    • Peter A Thomson, CPA, AFSB
     813.470.5031, pthomson@lykesinsurance.com


     Vice President – Surety
     Lykes Insurance, Tampa
     L k I            T
     www.lykesinsurance.com

     Bachelors, Southern Illinois University,
     Accounting and Finance
              g
     Associate in Fidelity and Surety Bonds




                                                                  nAllen LLP
                                                       ©2011 Larson
     30 years working in construction surety bonding
2
Today’s Presenters
    • John Reed, CPA, CCIFP
      239.226.9903, jreed@larsonallen.com


      Principal, Construction and Real Estate
      LarsonAllen LLP, Fort Myers
      http://www.larsonallen.com/Construction_and_Real_Estate/

      Masters of Accounting, Nova University, Fort Lauderdale
      CPA licensed in Florida
      Certified Construction Industry Financial Professional
      Certified Specialist in Estate Planning
      Certified Information Technology Professional




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      Practice exclusive to construction and real estate in Florida




                                                                      ©2011 Larson
3
Today’s Agenda
    • What is Surety?
    • Trends in today’s surety markets. Can I get bonding?
    • How does a Surety look at your information?
       –   Working capital with surety adjustments
       –   Liabilities to equ y
             ab es o equity
       –   GAAP versus tax basis financial statements
       –   Audited, reviewed or compiled financial statements
       –   Job schedules
       –   Required financial statement disclosures
       –   Do-s and Do Nots - What do Sureties like and not like?
       –   What does a Surety think about your company using
           QuickBooks?
    • Surety information checklist




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4
The Contractor / Surety / Owner Relationship

       3.
       3 And Contractor                         Surety
                                                S   t                       2.
                                                                            2 Then Surety pays to
       reimburses Surety for                                                complete work on owner’s
       their payments                                                       job, or pays the unpaid
                                                                            labor, material and
                                                                            subcontractors




                               Contractor                             Owner




                                            1.
                                            1 If contractor fails to
                                            complete bonded job, or
                                            leaves unpaid labor, material
                                            and subcontractors




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                                                                                                       ©2011 Larson
5
Trends in Today’s Surety Markets

    • Bonding market is down but bonding is available for well
      capitalized companies

    • There is increasing surety bank and general contractor
                          surety,
      pressure on subcontractors to upgrade financial
      statements from reviews to audits, and from compilations
      to reviews

    • Subcontractors being asked to bond more work

    • Less government work this year as state and local




                                                                            nAllen LLP
      governments deal with budget issues What work is
                                   issues.




                                                                 ©2011 Larson
      being bid is even more competitive than last year.
6
How Does a Surety Look At Your Information


    • Financial stability is one of the most important
      factors in obtaining surety credit.

    • While most clients focus their attention on their
      income statement, the most important section of
      their financial statement to a surety is the
      balance sheet.




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                                                          ©2011 Larson
7
Key Financial Ratios for Sureties
    •   Working Capital: Current Assets minus Current Liabilities

    •   Adjusted Working Capital: Working Capital from above less
                                                       above,
        adjustments to back out unproductive current assets such as:
         –   Shareholder, officer, and related party receivables
         –   Prepaid Expenses
         –   Some portion of inventory (often 50%) that is not on a job site
                              in entor
         –   Underbillings
         –   Bond programs are usually based on some multiple of (often 10 times)
             adjusted working capital

    •   Debt to Equity
         – The ratio of all company liabilities and debt to stockholder equity. As a
           general rule sureties like to see a ratio of 2 to 1 or less
                   rule,                                          less.

    •   Equity – Net Worth




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         – The maximum credit for a bonding program is often 10 times net worth.




                                                                                       ©2011 Larson
8
Key Financial Ratios for Sureties
    • An example of a working capital calculation by a
      Surety.




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                                                         ©2011 Larson
9
GAAP vs. Tax Basis Financial Statements
 •   Sureties want GAAP (Generally Accepted Accounting Principles) financial
     statements. Tax basis statements are not useful to a Surety. They lower the
     ability of the surety to rely on your financial statements and reduces your ability to
     get a bond
            bond.

 •   The purpose of GAAP based financial statements is to fairly present a
     Company’s financial position, results of operations, and cash flows. The purpose
     of Tax basis accounting is (or should be) to show as little income as possible as
                                                                           possible,
     late as possible. This is counterproductive to Surety credit.

 •   GAAP contractor financial statements are (almost) always on a Percent
     Complete basis

 •   Cash, Accrual, and Completed Contract are tax methods

 •   Section 179 (writing off asset purchases in the year of purchase) is a tax method.
     GAAP requires depreciating assets over their useful life.




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 •   Even Tax Percent Complete is different than GAAP Percent Complete.
                         p                                       p




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10
Compiled vs. Reviewed or Audited Financial
           Statements – What is the difference?
     •    Compiled financial statements – The most basic level of CPA prepared
          financial statements. The CPA provides no assurance that the financial
          statements are fairly presented.
            t t     t     f il        t d

     •    Reviewed financial statements - A CPA performing a review will seek a
          more in depth understanding of the client’s business and financial
                                               client s
          information through inquiries and analytical procedures. The CPA provides
          only limited assurance that the financial statements are fairly presented.

     •    Audited financial statements – A CPA performing an audit provides
          assurance, through the expression of an “opinion” in the “Auditor’s Report,”
          as to whether or not the financial statements are fairly presented in
          accordance with generally accepted accounting principles (GAAP). An audit
          requires the CPA to document an extensive understanding of the client’s
          accounting processes and internal controls. The CPA will also obtain further




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          audit evidence through inquiries, analytical procedures, testing of




                                                                                         ©2011 Larson
          accounting records, and confirming information with third-parties.

11
Job Schedules Should Be Included In a
               Contractor s
               Contractor’s Financial Statement
     • Include separate schedules of open and closed jobs.
       This should be a complete listing of all contract activity
                                                         activity.

     • All direct and indirect costs (such as equipment
       depreciation, fuel,
       depreciation fuel payroll taxes workers compensation
                                   taxes,
       insurance, etc.) should be job costed and included in the
       schedules. If your accounting software can’t do that
       these costs must be allocated (and you should look for
       new software).

     • There should be a summary schedule (example page
       23) that MUST equal the total revenue and direct costs
       on the income statement (example page 4). There




                                                                                nAllen LLP
       s ou d
       should be no u a ocated costs o revenues.
                  o unallocated        or e e ues




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12
Note Disclosures That Should Be Included In a
               Contractor s
               Contractor’s Financial Statement
     •   Summary of accounting policies (example note 1, pages 8-12)

     •   Accounts receivable breakdown for open and closed jobs and receivable
         retention held (
                        (example note 2 pages 12-13)
                                                   )

     •   Summary of over and under billings (example note 4 page 16)

     •   Backlog note (example note 5 page 17)

     •   Income taxes (C Corp example note 9 pages 20-21) (For S Corps or LLCs
         see additional example handout that would be included as part of note 1)

     •   Related party transactions (example note 12 page 21).

     •   Commitments and Contingencies (if any) (example note 13 page 22)

     •   Consolidation of “Variable Interest Entities”




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13
Do-s and Do Nots – What do Sureties like and not
                         like?
     • Do-s of Surety
        – Maximize profits
        – Minimize overhead
        – Surround yourself with good people
        – Make b i
          M k a business plan and follow it
                             l      d f ll
        – Carefully select your 5 advisors
        – Make a plan for business continuity
        – Fund the continuity plan
        – Stay focused on construction
        – Consult surety agent and CPA before significant financial
          decisions
        – Avoid litigation




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        – Establish a good line of credit with your bank




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14
Do-s and Do Nots – What do Sureties like and not
                         like?
     • Do Not's of Surety

       – Invest in any kind of speculation
       – Buy planes, trains, or boats
       – Borrow money from the business
       – If a Sub S Corp - don't take excessive distributions
       – Make loans or guarantee obligations of others
                         g             g
       – Jump from one surety to another
       – Allow the business to buy out a stockholder before consulting
         your surety agent and CPA
       – Do not get your bonds from an agency that doesn’t have
         specialists in surety




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15
What the Surety looks for

     The traditional C’s:
                     C s:
         Character
         Capacityy
         Capital


     Additional C’s:
         Continuity
         CPA




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                                             ©2011 Larson
16
Continuity Plans

     • What would happen to your Company,
       employees and jobs if you were killed or hurt in
       a car accident tomorrow?

     • A continuity plan addresses these contingencies.
       The documentation showing you thought
       through that process is a Continuity Plan.

     • Sureties like to see that a Company has a
       Continuity Plan in place.




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                                                          ©2011 Larson
17
What does a Surety think about your Company
                  using QuickBooks?
     • Using QuickBooks demonstrates a lack of
       control over your job cost
       – QuickBooks is not setup to easily produce essential reports to control
         job cost. Job cost reporting is usually augmented by using
         spreadsheets. Spreadsheets introduce human error, take too much
         time and promote untimely job reporting.
       – QuickBooks complicates the process of allocating indirect labor costs
         such as payroll tax and insurance costs to jobs
       – QuickBooks lacks basic job cost controls to ensure that every
         transaction that effects cost of construction is coded to a job.
         t         ti th t ff t       t f     t ti i        d dt     j b
       – QuickBooks lacks basic overhead controls to ensure that every
         overhead transaction can not be charged to a job.
       – QuickBooks allows deletion a d c a ge o records, a d has a
         Qu c oo s a o s de et o and change of eco ds, and as an
         inadequate control over changes to data.
       – By using a $250 accounting program that is deficient in job cost
         accounting, you are sending a message to your Surety that you believe




                                                                                             nAllen LLP
         it isn’t important to spend enough money to monitor the cost on your
            isn t




                                                                                  ©2011 Larson
         jobs or to have adequate controls in place to control your job costs.

18
Surety Information Checklist
      Independent audited/reviewed FS w/in 90-120 days of
       year end
      Aging of AR and AP
               f
      Analysis of overhead costs (supplemental information)
      Equipment schedules
      Outline of bank agreements
      Quarterly internal financial statements
      Quarterly up to date open and closed job schedules
      Comprehensive business plan, forecast or strategy
      Resumes of key employees and management
      Personal and corporate indemnity
      Personal financial statements




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                                                               ©2011 Larson
19
20
                             Questions?




     ©2011 Larson
                nAllen LLP
SAMPLE CONTRACTING COMPANY, INC.

        FINANCIAL STATEMENTS
   AND SUPPLEMENTARY INFORMATION

YEARS ENDED DECEMBER 31, 2010 AND 2009
SAMPLE CONTRACTING COMPANY, INC.
                           TABLE OF CONTENTS
                  YEARS ENDED DECEMBER 31, 2010 AND 2009




ACCOUNTANTS’ REVIEW REPORT                                  1 

FINANCIAL STATEMENTS 

 BALANCE SHEETS                                             2 

 STATEMENTS OF INCOME                                       4 

 STATEMENTS OF STOCKHOLDERS’ EQUITY                         5 

 STATEMENTS OF CASH FLOWS                                   6 

 NOTES TO FINANCIAL STATEMENTS                              8 

SUPPLEMENTARY INFORMATION 

 SCHEDULE OF EARNINGS FROM CONTRACTS PERFORMED
 DURING 2010                                               23 

 SCHEDULE OF CONTRACTS COMPLETED DURING 2010               24 

 SCHEDULE OF CONTRACTS IN PROGRESS AT DECEMBER 31,
 2010                                                      25 

 SCHEDULE OF COST OF CONTRACT REVENUES AND GENERAL
 AND ADMINISTRATIVE EXPENSE                                26 
Lars"JnAlleIi                        LLP
                                        CPAs, Consultants & Advisors
                                              www.larsonallen.com




                                  ACCOUNTANTS' REVIEW REPORT



Board of Directors and Stockholders
Sample Contracting Company, Inc.
City, State


We have reviewed the accompanying balance sheets of Sample Contracting Company, Inc. as of
December 31, 2010 and 2009 and the related statements of income, stockholders' equity, and cash
flows for the years then ended. A review includes primarily applying analytical procedures to
management's financial data and making inquiries of company management. A review is substantially
less in scope than an audit, the objective of which is the expression of an opinion regarding the financial
statements as a whole. Accordingly, we do not express such as opinion.

Management is responsible for the preparation and fair presentation of the financial statements in
accordance with accounting principles generally accepted in the United States of America and for
designing, implementing, and maintaining internal control relevant to the preparation and fair
presentation of the financial statements.

Our responsibility is to conduct the review in accordance with Statements on Standards for Accounting
and Review Services issued by the American Institute of Certified Public Accountants. Those standards
require us to perform procedures to obtain limited assurance that there are no material modifications
that should be made to the financial statements. We believe that the results of our procedures provide
a reasonable basis for our report.

Based on our reviews, we are not aware of any material modifications that should be made to the
accompanying financial statements in order for them to be in conformity with accounting principles
generally accepted in the United States of America.

Our review was made for the purpose of expressing limited assurance that there are no material
modifications that should be made to the financial statements in order for them to be in conformity with
generally accepted accounting principles. The data presented in supplementary schedules
accompanying the financial statements are presented only for purposes of additional analysis and has
been subjected to the inquiry and analytical procedures applied in the review of the basic financial
statements, and we are not aware of any material modifications that should be made thereto.



                                                                        ~I-LP
                                                                                  LarsonAllen LLP
Fort Myers, Florida
March 4, 2011


                                lSI !J!j k1
                                INTERNATIONAL
                                                     (1 )
                                                 An independent member of Nexia International
SAMPLE CONTRACTING COMPANY, INC.
                                         BALANCE SHEETS
                                    DECEMBER 31, 2010 AND 2009
                                      (SEE ACCOUNTANTS' REVIEW REPORT)




                                                                         2010             2009
                                                   ASSETS

CURRENT ASSETS
 Cash and Cash Equivalents                                       $         183,000    $     245,000
 Securities Available-for-Sale                                             555,000          400,000
 Accounts Receivable:
    Current Billings on Contracts                                        2,945,000        2,270,000
    Retainages on Contracts                                                380,000          260,000
    Other Current Noncontract Receivables                                  125,000           40,000
    Allowance for Uncollectible Accounts                                  (100,000)         (30,000)
 Costs and Estimated Earnings in Excess
   of Billings on Uncompleted Contracts                                    550,000          400,000
 Inventories                                                               165,000           90,000
 Prepaid Expenses                                                           37,000           32,000
 Deferred Income Taxes                                                      15,000           12,000
       Total Current Assets                                              4,855,000        3,719,000

PROPERTY AND EQUIPMENT
 Land                                                                       75,000           75,000
 Buildings                                                                 420,000          420,000
 Equipment                                                               1,875,000        1,590,000
 Vehicles                                                                  280,000          240,000
 Office Equipment                                                          145,000          120,000
      Total                                                              2,795,000        2,445,000
 Less: Accumulated Depreciation                                          1,435,000        1,110,000

       Total Property and Equipment                                      1,360,000        1,335,000

OTHER ASSETS
 Notes Receivable - Officers                                                70,000           50,000
 Investment in Joint Venture                                                75,000           50,000
 Securities Held-to-Maturity                                               260,000          250,000
 Cash Value of Life Insurance, Less Policy Loans
   of $30,000 and $20,000, Respectively                                     80,000           60,000
       Total Other Assets                                                  485,000          410,000

       Total Assets                                              $       6,700,000    $   5,464,000




See accompanying Notes to Financial Statements.
                                                     (2)
SAMPLE CONTRACTING COMPANY, INC.
                                      BALANCE SHEETS (CONTINUED)
                                       DECEMBER 31, 2010 AND 2009
                                      (SEE ACCOUNTANTS' REVIEW REPORT)




                                                                         2010            2009

                                   LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
 Current Maturities of Long-Term Debt                            $         783,000   $     917,000
 Accounts Payable:
    Current                                                              1,640,000       1,564,000
    Retainage                                                              600,000         500,000
 Billings in Excess of Costs and Estimated
   Earnings on Uncompleted Contracts                                       450,000         120,000
 Accrued Expenses                                                          475,000         350,000
 Income Taxes Payable                                                      110,000          10,000

       Total Current Liabilities                                         4,058,000       3,461,000

LONG-TERM LIABILITIES
  Long-Term Debt (Less Current Maturities)                                 407,000         303,000
  Deferred Income Taxes                                                    100,000          50,000

       Total Long-Term Liabilities                                         507,000         353,000

       Total Liabilities                                                 4,565,000       3,814,000

STOCKHOLDERS' EQUITY
  Common Stock - No Par Value; 100,000 Shares
   Authorized, 50,200 and 50,000, Respectively,
   Shares Issued and Outstanding                                            60,000          50,000
  Retained Earnings                                                      2,050,000       1,590,000
  Unrealized Gains on Securities                                            25,000          10,000
      Total Stockholders' Equity                                         2,135,000       1,650,000

       Total Liabilities and Stockholders' Equity                $       6,700,000   $   5,464,000




See accompanying Notes to Financial Statements.
                                                    (3)
SAMPLE CONTRACTING COMPANY, INC.
                                      STATEMENTS OF INCOME
                              YEARS ENDED DECEMBER 31, 2010 AND 2009
                                      (SEE ACCOUNTANTS' REVIEW REPORT)




                                                            2010                        2009
                                                      AMOUNT     PERCENT          AMOUNT     PERCENT

CONTRACT REVENUES EARNED                          $ 18,500,000      100.0 %   $ 12,500,000      100.0 %

COST OF CONTRACT REVENUES                             16,280,000    88.0          11,050,000    88.4

  CONTRACT GROSS PROFIT                                2,220,000    12.0           1,450,000    11.6


GENERAL AND ADMINISTRATIVE
 EXPENSE                                               1,340,000     7.2           1,135,000     9.1

  INCOME FROM OPERATIONS                                880,000      4.8            315,000      2.5

OTHER INCOME (EXPENSE)
 Income from Joint Venture                                35,000      0.2             10,000      0.1
 Gain (Loss) on Sale of Equipment                         15,000      0.1            (10,000)    (0.1)
 Investment Income                                        10,000      0.1                  -       -
 Interest Expense                                       (145,000)    (0.8)          (140,000)    (1.1)
 Realized Gain (Loss) on Sale of Securities              (20,000)    (0.1)           (10,000)    (0.1)
    Total Other Income (Expense)                        (105,000)    (0.6)          (150,000)    (1.2)

  INCOME BEFORE INCOME TAXES                            775,000      4.2            165,000      1.3

PROVISION FOR INCOME TAXES                              315,000      1.7             60,000      0.5

  NET INCOME                                      $     460,000      2.5      $     105,000      0.8




See accompanying Notes to Financial Statements.
                                                       (4)
SAMPLE CONTRACTING COMPANY, INC.
                               STATEMENTS OF STOCKHOLDERS’ EQUITY
                              YEARS ENDED DECEMBER 31, 2010 AND 2009
                                      (SEE ACCOUNTANTS' REVIEW REPORT)



                                                                                         Unrealized
                                                                                           Gains
                                                           Common        Retained       (Losses) on
                                                            Stock        Earnings        Securities      Total

BALANCE, JANUARY 1, 2009                               $      50,000    $ 1,485,000     $    5,000    $ 1,540,000

COMPREHENSIVE INCOME
  Net Income                                                        -      105,000                -

  Other Comprehensive Income, Net of Tax:
    Unrealized Losses on Securities:
      Unrealized Holding Gains Arising During
        the Year (Net of $1,000 Deferred Income Tax)                -               -        5,000
         Total Comprehensive Income                                                                      110,000

         BALANCE, DECEMBER 31, 2009                           50,000      1,590,000         10,000      1,650,000

COMPREHENSIVE INCOME
  Net Income                                                        -      460,000                -

  Other Comprehensive Income, Net of Tax:
    Unrealized Losses on Securities:
      Unrealized Holding Gains Arising During
        the Year (Net of $5,000 Deferred Income Tax)                -               -       15,000
         Total Comprehensive Income                                                                      475,000

  Sale of 200 Shares to an Employee
   for Cash                                                   10,000                -             -       10,000

         BALANCE, DECEMBER 31, 2010                    $      60,000    $ 2,050,000     $   25,000    $ 2,135,000




See accompanying Notes to Financial Statements.
                                                            (5)
SAMPLE CONTRACTING COMPANY, INC.
                                   STATEMENTS OF CASH FLOWS
                              YEARS ENDED DECEMBER 31, 2010 AND 2009
                                      (SEE ACCOUNTANTS' REVIEW REPORT)




                                                                         2010              2009

CASH FLOWS FROM OPERATING ACTIVITIES
 Cash Received from Contracts                                    $    17,955,000      $    12,630,000
 Cash Paid to Suppliers and Employees                                (17,134,000)         (12,345,000)
 Interest Paid                                                          (145,000)            (140,000)
 Income Taxes Paid                                                      (173,000)             (65,000)
    Cash Provided by Operating Activities                                503,000               80,000

CASH FLOWS FROM INVESTING ACTIVITIES
 Payments for Purchase of Equipment and Vehicles                          (410,000)         (180,000)
 Proceeds from Sale of Equipment and Vehicles                               50,000            20,000
 Increase in Cash Value of Life Insurance                                  (30,000)          (10,000)
 Advances of Note Receivable - Officers                                    (20,000)          (50,000)
 Purchase of Investments                                                  (235,000)         (100,000)
 Proceeds from Sale of Investments                                          80,000           200,000
 Proceeds on Joint Venture Distribution                                     10,000                 -
 Investment in Joint Venture                                                     -           (40,000)
   Cash Used by Investing Activities                                      (555,000)         (160,000)

CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from Long-Term Borrowings                                        330,000           100,000
 Payments on Long-Term Debt                                               (150,000)          (80,000)
 Net Proceeds from (Payments on) Short-Term Borrowings                    (210,000)          200,000
 Proceeds from Life Insurance Policy Loans                                  10,000                 -
 Proceeds from Sale of Common Stock                                         10,000                 -
   Cash Provided by (Used in) Financing Activities                         (10,000)          220,000

     NET INCREASE (DECREASE) IN CASH AND CASH
     EQUIVALENTS                                                           (62,000)          140,000

Cash and Cash Equivalents - Beginning of Year                              245,000           105,000

     CASH AND CASH EQUIVALENTS - END OF YEAR                     $         183,000    $      245,000




See accompanying Notes to Financial Statements.
                                                    (6)
SAMPLE CONTRACTING COMPANY, INC.
                              STATEMENTS OF CASH FLOWS (CONTINUED)
                              YEARS ENDED DECEMBER 31, 2010 AND 2009
                                      (SEE ACCOUNTANTS' REVIEW REPORT)




                                                                         2010             2009
RECONCILIATION OF NET INCOME TO CASH
PROVIDED BY OPERATING ACTIVITIES

  Net Income                                                     $         460,000    $     105,000

  Adjustments to Reconcile Net Income to Cash
   Provided by Operating Activities:

     Depreciation                                                          350,000          300,000
     (Gain) Loss on Sale of Equipment                                      (15,000)          10,000
     Realized (Gain) Loss on Sale of Securities                             20,000           10,000
     Income from Joint Venture                                             (35,000)         (10,000)
     Accretion on Securities Held-to-Maturity                              (10,000)               -
     Deferred Income Taxes                                                  42,000            5,000
     (Increase) Decrease in:
        Contract Accounts Receivable                                      (725,000)         150,000
        Costs and Estimated Earnings in Excess
          of Billings on Uncompleted Contracts                            (150,000)          60,000
        Inventories                                                        (75,000)         (20,000)
        Other Current Assets                                               (90,000)         (30,000)
     Increase (Decrease) in:
        Accounts Payable                                                   176,000         (375,000)
        Billings in Excess of Costs and Estimated
          Earnings on Uncompleted Contracts                                330,000          (80,000)
        Accrued Expenses                                                   125,000          (10,000)
        Income Taxes Payable                                               100,000          (35,000)

         Cash Provided by Operating Activities                   $         503,000    $      80,000




See accompanying Notes to Financial Statements.
                                                    (7)
SAMPLE CONTRACTING COMPANY, INC.
                            NOTES TO FINANCIAL STATEMENTS
                              DECEMBER 31, 2010 AND 2009
                               (SEE ACCOUNTANTS' REVIEW REPORT)




NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Company's Business and Operating Cycle
         The Company operates primarily as a general contractor in heavy and industrial
         construction in Florida. The work is performed under cost-plus-fee contracts, fixed price
         contracts, fixed price contracts modified by incentive and penalty provisions and unit price
         contracts. These contracts are obtained through a competitive bidding process and vary in
         size and duration. The contracts are undertaken by the Company alone or in partnership
         with other contractors through joint ventures.

         The Company, as conditions for entering into construction contracts, has provided surety
         bonds approximating $7,300,000 at December 31, 2010 and $5,280,000 at December 31,
         2009. These bonds are collateralized by the contracts receivable.

         The length of the Company’s contracts varies but is typically less than two years.
         Accordingly, assets to be realized and liabilities to be liquidated within the operating cycle
         are classified as current assets and liabilities.

         Estimates and Assumptions
         The preparation of financial statements in conformity with U.S. generally accepted
         accounting principles requires management to make estimates and assumptions that affect
         the reported amounts of assets and liabilities and disclosure of contingent assets and
         liabilities at the date of the financial statements and the reported amounts of revenues and
         expenses during the reporting period. Actual results could differ from those estimates.

         Revenue and Cost Recognition
         Revenues from fixed-price, modified fixed-price and unit price construction contracts are
         recognized on the percentage-of-completion method, only after the contract attains a 10%
         completion stage, measured by the percentage of costs incurred to date to estimated total
         costs for each contract. This method is used because management considers expended
         costs to be the best available measure of progress on these contracts. Revenues from
         cost-plus-fee contracts are recognized on the basis of costs incurred during the period plus
         the fee earned, measured by the cost-to-cost method, or ratably over the term of the
         project, depending upon the terms of the individual contract. Because of inherent
         uncertainties in estimating costs and revenues, it is at least reasonably possible that the
         estimates used will change.




                                                (8)
SAMPLE CONTRACTING COMPANY, INC.
                            NOTES TO FINANCIAL STATEMENTS
                              DECEMBER 31, 2010 AND 2009
                               (SEE ACCOUNTANTS' REVIEW REPORT)



NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Revenue and Cost Recognition (Continued)
         Contract costs include all direct material, subcontractors, labor costs, and equipment costs
         and those indirect costs related to contract performance. General and administrative costs
         are charged to expense as incurred. Provisions for estimated losses on uncompleted
         contracts are made in the period in which such losses are determined. Changes in job
         performance, job conditions, and estimated profitability, including those arising from penalty
         provisions and final contract settlements, may result in revisions to costs and income, which
         are recognized in the period in which the revisions are determined. Profit incentives are
         included in revenues when their realization is reasonably assured. An amount equal to
         contract costs attributable to claims is included in revenues when realization is probable
         and the amount can be reliably estimated.

         The asset, "Costs and estimated earnings in excess of billings on uncompleted contracts,"
         represents revenues recognized in excess of amounts billed. The liability, "Billings in
         excess of costs and estimated earnings on uncompleted contracts," represents billings in
         excess of revenues recognized.

         Concentrations of Credit Risk
         The Company performs credit evaluations of its customers and subcontractors and may
         require surety bonds. Liens are filed, when permissible, on construction contracts where
         collection problems are anticipated. As of December 31, 2010 and 2009, accounts
         receivable are due from customers in the Florida and are not concentrated in a particular
         industry.

         The Company’s cash balances are maintained in two bank deposit accounts. The balances
         of these accounts may be in excess of federally insured limits.

         Concentrations in Operations
         The Company currently buys substantially all its materials from one supplier. Although there
         are a limited number of suppliers of such materials in the industry, management believes
         that other suppliers could provide similar materials on comparable terms. A change in
         suppliers, however, could cause a delay in construction and adversely affect operating
         results.

         Cash and Cash Equivalents
         Cash equivalents are securities held for cash management purposes having maturities of
         three months or less from date of purchase.




                                                (9)
SAMPLE CONTRACTING COMPANY, INC.
                            NOTES TO FINANCIAL STATEMENTS
                              DECEMBER 31, 2010 AND 2009
                               (SEE ACCOUNTANTS' REVIEW REPORT)



NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Contracts Receivable
         Contracts receivable from performing construction are based on contracted prices. The
         Company provides an allowance for doubtful collections which is based upon a review of
         outstanding receivables, historical collection information and existing economic conditions.
         Normal contracts receivable are due 30 days after the issuance of the invoice. Contract
         retentions are due 30 days after completion of the project and acceptance by the owner.
         Receivables past due more than 120 days are considered delinquent. Delinquent
         receivables are written off based on individual credit valuation and specific circumstances
         of the customer.

         Investments in Securities
         The Company’s investments in securities are classified in two categories and accounted for
         as follows:

            Securities to be Held-to-Maturity
            Securities for which the Company has the positive intent and ability to hold to maturity
            are reported at cost, adjusted for amortization of premiums and accretion of discounts
            which are recognized in interest income using the interest method over the period to
            maturity.

            Securities Available-for-Sale
            Securities available-for-sale, consisting of securities not classified as trading securities
            or as securities to be held to maturity, are reported at fair value.

         Declines in the fair value of individual held-to-maturity and available-for-sale securities
         below their cost that are other than temporary have resulted in write-downs of the individual
         securities to their fair value. The related write-downs have been included in earnings as
         realized losses. Unrealized holding gains and losses, net of tax, on securities available-for-
         sale are reported as a net amount in a separate component of stockholders’ equity until
         realized. Gains and losses on the sale of securities available-for-sale are determined using
         the specific-identification method.

         Fair Value Measurement
         The Company categorizes its assets and liabilities measured at fair value into a three-level
         hierarchy based on the priority of the inputs to the valuation technique used to determine
         fair value. The fair value hierarchy gives the highest priority to quoted prices in active
         markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable
         inputs (Level 3). If the inputs used in the determination of the fair value measurement fall
         within different levels of the hierarchy, the categorization is based on the lowest level input
         that is significant to the fair value measurement. Assets and liabilities valued at fair value
         are categorized based on the inputs to the valuation techniques as follows:




                                                (10)
SAMPLE CONTRACTING COMPANY, INC.
                            NOTES TO FINANCIAL STATEMENTS
                              DECEMBER 31, 2010 AND 2009
                                (SEE ACCOUNTANTS' REVIEW REPORT)



NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Fair Value Measurement (Continued)
            Level 1 – Financial assets and liabilities are valued using inputs that are
            unadjusted quoted prices in active markets accessible at the measurement date
            of identical financial assets and liabilities. The inputs include those traded on an
            active exchange, such as the New York Stock Exchange, as well as U.S.
            Treasury and other U.S. government and agency mortgage-backed securities that
            are traded by dealers or brokers in active over-the-counter markets.
            Level 2 – Financial assets and liabilities are valued using inputs and quoted prices
            for similar assets, or inputs that are observable, either directly or indirectly for
            substantially the full term through corroboration with observable market data.
            Level 2 includes private collateralized mortgage obligations, municipal bonds, and
            corporate debt securities.
            Level 3 – Financial assets and liabilities are valued using pricing inputs which are
            unobservable for the asset or inputs that reflect the reporting entity’s own
            assumptions about the assumptions market participants would use in pricing the
            asset. Level 3 includes private equity, venture capital, hedge funds and real
            estate.

         Subsequent to initial recognition, the Company may remeasure the carrying value of assets
         and liabilities measured on a nonrecurring basis to fair value. Adjustments to fair value
         usually result when certain assets are impaired. Such assets are written down from their
         carrying amounts to their fair value.

         In instances where the determination of the fair value measurement is based on inputs from
         different levels of the fair value hierarchy, the level in the fair value hierarchy within which
         the entire fair value measurement falls is based on the lowest level input that is significant
         to the fair value measurement in its entirety.

         Inventories
         Inventories consist of construction materials and supplies that have not been assigned and
         charged to specific contracts and are stated at the lower of cost (first-in, first-out) or market.

         Property and Equipment
         Property and equipment are carried at cost, less accumulated depreciation. The Company
         depreciates property and equipment using the straight-line method over the estimated lives
         of the assets. The estimated useful lives are as follows:

                         Buildings                                              30 Years
                         Equipment                                            5-10 Years
                         Vehicles                                              5-7 Years
                         Office Equipment                                     3-10 Years




                                                 (11)
SAMPLE CONTRACTING COMPANY, INC.
                                        NOTES TO FINANCIAL STATEMENTS
                                          DECEMBER 31, 2010 AND 2009
                                             (SEE ACCOUNTANTS' REVIEW REPORT)



NOTE 1        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

              Long-Lived Assets
              Long-lived assets to be held and used are tested for recoverability whenever events or
              changes in circumstances indicate that the related carrying amount may not be
              recoverable. When required, impairment losses on assets to be held and used are
              recognized based on the excess of the asset's carrying amount over the fair value of the
              asset. Certain long-lived assets to be disposed of by sale are reported at the lower of
              carrying amount or fair value less cost to sell.

              Income Taxes
              Deferred tax assets and liabilities are recorded for future tax consequences attributable to
              temporary differences between financial statement carrying amounts of assets and liabilities
              and their respective tax bases. Principally, these differences relate to depreciation of property
              and equipment, the allowance for uncollectible accounts receivable and certain accrued
              expenses. A valuation allowance is provided when it is more likely than not that a deferred tax
              asset will not be realized.

              The Company adopted the income tax standard for uncertain tax positions on January 1,
              2009. The provision prescribes recognition and measurement of tax positions taken or
              expected to be taken on a tax return that are not certain to be realized. As a result of
              implementation, the Company recognized no liability for unrecognized tax benefits. The
              Company’s income tax returns for the years ending 2007-2010 are subject to review and
              examination by federal and state authorities.

              Subsequent Events
              In preparing these financial statements, the Company has evaluated events and
              transactions for potential recognition or disclosure through March 4, 2011, the date the
              financial statements were available to be issued.

NOTE 2        CONTRACT ACCOUNTS RECEIVABLE AND CONTRACT CONCENTRATIONS
              Contract accounts receivable consist of the following as of December 31 2010 and 2009
                              2010                2010           2010         2010        2010           Total           Total
                             0 to 30             31 to 60       61 to 90   91 and over   Retained        2010            2009

Completed Contracts      $   1,685,000       $     50,000   $     50,000   $   25,000    $ 215,000   $   2,025,000   $   1,550,000
Contracts In Progress        1,100,000             10,000         25,000       25,000      165,000       1,300,000         980,000

                         $   2,785,000       $     60,000   $     75,000   $   50,000    $ 380,000       3,325,000       2,530,000


Other Current Noncontract Receivables                                                                     125,000           40,000
Less: Allowance for Uncollectible Accounts                                                               (100,000)         (30,000)

  Total                                                                                              $   3,350,000   $   2,540,000




                                                                   (12)
SAMPLE CONTRACTING COMPANY, INC.
                               NOTES TO FINANCIAL STATEMENTS
                                 DECEMBER 31, 2010 AND 2009
                                   (SEE ACCOUNTANTS' REVIEW REPORT)



NOTE 2   CONTRACT ACCOUNTS RECEIVABLE AND CONTRACT CONCENTRATIONS
         (CONTINUED)
         Contract revenues from two contracts in 2010 and one different contract in 2009, in Lee
         County, Florida and Collier County, Florida, represented approximately 25% and 24%,
         respectively, of total contract revenues for the years ended December 31, 2010 and 2009,
         respectively. No other contracts represented greater than 10% of the total contract
         revenues in 2010 and 2009. The contract accounts receivable from these contracts were
         $1,166,000 and $800,000 as of December 31, 2010 and 2009, respectively.


NOTE 3   INVESTMENT SECURITIES AND OTHER COMPREHENSIVE INCOME (LOSS)

         The carrying amounts of investment securities as shown in the accompanying balance
         sheets and their approximate fair values at December 31 are as follows:
                                                                 Gross            Gross
                                                   Amortized   Unrealized       Unrealized            Fair
                                                     Cost        Gains           Losses              Value
         Securities Available-for-Sale:
           December 31, 2010
             Equity Securities                 $     523,000   $   32,000       $            -   $   555,000
             U.S. Government and
               Agency Securities                           -            -                    -             -
                   Total                       $     523,000   $   32,000       $            -   $   555,000

           December 31, 2009
             Equity Securities                 $     388,000   $   12,000       $            -   $   400,000
             U.S. Government and
              Agency Securities                            -            -                    -             -
                  Total                        $     388,000   $   12,000       $            -   $   400,000


                                                                 Gross            Gross
                                                   Amortized   Unrealized       Unrealized            Fair
                                                     Cost        Gains           Losses              Value
         Securities to be Held-to-Maturity
           December 31, 2010
             U.S. Government and
               Agency Securities               $     260,000   $            -   $            -   $   260,000
             State and Municipal Securities                -                -                -             -
                   Total                       $     260,000   $            -   $            -   $   260,000

           December 31, 2009
             U.S. Government and
              Agency Securities                $     250,000   $            -   $            -   $   250,000
             State and Municipal Securities                -                -                -             -
                  Total                        $     250,000   $            -   $            -   $   250,000




                                                   (13)
SAMPLE CONTRACTING COMPANY, INC.
                            NOTES TO FINANCIAL STATEMENTS
                              DECEMBER 31, 2010 AND 2009
                                (SEE ACCOUNTANTS' REVIEW REPORT)



NOTE 3   INVESTMENT SECURITIES AND OTHER COMPREHENSIVE INCOME (LOSS)
         (CONTINUED)

         The following table shows the gross unrealized losses and fair value of Company's
         investments with unrealized losses that are not deemed to be other-than-temporarily
         impaired aggregated by investment category and length of time that individual securities
         have been in a continuous unrealized loss position as of December 31.

                                                                          Less than 12 Months
                                                                    Fair Value           Unrealized
                                                                  $             -      $            -
         Marketable Equity Securities                                           -                   -
         Corporate Obligations                                                  -                   -
         US Government Obligations
                                                                  $             -     $             -
               Total
                                                                         12 Months or Greater
                                                                    Fair Value          Unrealized
         Marketable Equity Securities                             $      555,000      $       32,000
         Corporate Obligations                                                 -                   -
         US Government Obligations                                       260,000                   -

               Total                                              $      815,000      $       32,000


         Investment losses under one year old are expected to be recoverable in future periods and
         are not deemed by management to be unrecoverable. Investment losses in excess of 1
         year are also expected to be recoverable in future periods as market values have
         recovered considerably during 2010 and the Company has the intent and ability to hold
         these investments until further market recovery occurs.

         The unrealized losses on the Company’s investments in U.S. Government Securities were
         caused by interest rate increases. The contractual terms of these investments do not permit
         the issuer to settle the securities at a price less than the amortized cost of the investment.
         Because the Company has the ability and intent to hold these investments until a market
         price recovery, which may be maturity, the Company does not consider these investments
         to be other-than-temporarily impaired as of December 31, 2010.




                                                (14)
SAMPLE CONTRACTING COMPANY, INC.
                             NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 2010 AND 2009
                                 (SEE ACCOUNTANTS' REVIEW REPORT)



NOTE 3   INVESTMENT SECURITIES AND OTHER COMPREHENSIVE INCOME (LOSS)
         (CONTINUED)

         The scheduled maturities of debt securities to be held-to-maturity and securities available-
         for-sale at December 31, 2010 are as follows:

                                                      Securities to be                        Securities
                                                      Held-to-Maturity                   Available-for-Sale
                                                 Amortized            Fair            Amortized           Fair
                                                   Cost              Value              Cost             Value
         Due in One Year or Less               $           -    $            -      $           -     $           -
         Due from One Year to Five Years
         Due from Five to Ten Years
         Due after Ten Years                         260,000         260,000            523,000             555,000
                   Total                       $     260,000    $    260,000        $   523,000       $     555,000


         Gross realized gains and losses on sales of securities available-for-sale are:

                                                                                 2010                     2009
         Gross Realized Gains:
           Marketable Equity Securities                                $                 -        $               -

         Gross Realized Losses:
           Marketable Equity Securities                                            (20,000)                 (10,000)

                Total                                                  $           (20,000)       $         (10,000)


         The determination of other comprehensive income (loss) for the years ended December 31
         is as follows:

                                                                                 2010                     2009
         Increase (Decrease) in Unrealized Gains (Losses)
           on Securities Available-for-Sale                            $           20,000         $           6,000
         Tax Benefit (Expense)                                                     (5,000)                   (1,000)
                Net-of-Tax Amount                                                  15,000                     5,000

         Reclassification Adjustment                                                     -                        -
         Tax Benefit (Expense)                                                           -                        -
               Net-of-Tax Amount                                                         -                        -

         Other Comprehensive Income (Loss)                             $           15,000         $          5,000




                                                   (15)
SAMPLE CONTRACTING COMPANY, INC.
                            NOTES TO FINANCIAL STATEMENTS
                              DECEMBER 31, 2010 AND 2009
                               (SEE ACCOUNTANTS' REVIEW REPORT)




NOTE 3   INVESTMENT SECURITIES AND OTHER COMPREHENSIVE INCOME (LOSS)
         (CONTINUED)

         The Company uses fair value measurements to record fair value adjustments to certain
         assets and liabilities and to determine fair value disclosures. For additional information on
         how the Company measures fair value, refer to Note 1 – Summary of Significant
         Accounting Policies. The following table presents the fair value hierarchy for the balances
         of the assets of the Company measured at fair value on a recurring basis as of December
         31, 2010 and 2009.

                                                                                2010
                                                   Level 1        Level 2                  Level 3         Total
         Securities Available for Sale:
           Equity Securities                      $ 555,000   $             -          $             -   $ 555,000
         Securities Held to Maturity:
           U.S. Government and Agency
             Securities                                   -     260,000                              -   $ 260,000
                                                  $ 555,000   $ 260,000            $                 -   $ 815,000


                                                                                2009
                                                   Level 1        Level 2                  Level 3         Total

         Securities Available for Sale:
           Equity Securities                      $ 400,000   $             -          $             -   $ 400,000
         Securities Held to Maturity:
           U.S. Government and Agency
             Securities                                   -     250,000                              -   $ 250,000
                                                  $ 400,000   $ 250,000            $                 -   $ 650,000



NOTE 4   COSTS, ESTIMATED EARNINGS AND BILLINGS ON CONTRACTS IN PROCESS

                                                                            2010                         2009
         Costs Incurred on Uncompleted Projects                      $      3,550,000                $   2,850,000
         Estimated Gross Profit                                               400,000                      240,000
         Contract Revenues Earned                                           3,950,000                    3,090,000
         Less: Billings to Date                                             3,850,000                    2,810,000
                Total                                                $        100,000                $     280,000


         Reported in the accompanying balance sheets as follows:

                                                                            2010                         2009
         Costs and Estimated Earnings in Excess of
          Billings on Uncompleted Contracts                          $           550,000             $    400,000
         Billings in Excess of Costs and Estimated
          Earnings on Uncompleted Contracts                                     (450,000)                 (120,000)
                 Total                                               $           100,000             $     280,000


                                                  (16)
SAMPLE CONTRACTING COMPANY, INC.
                           NOTES TO FINANCIAL STATEMENTS
                             DECEMBER 31, 2010 AND 2009
                              (SEE ACCOUNTANTS' REVIEW REPORT)



NOTE 5   BACKLOG

         The Company's backlog on signed contracts as of December 31, 2010 and 2009 is as
         follows:

                                                                    2010               2009
         Contract Revenues:
           Backlog Balance, Beginning of Year                  $     4,500,000    $     2,000,000
           New Contracts and Contract Adjustments                   21,200,000         15,000,000
           Contract Revenue Earned                                 (18,500,000)       (12,500,000)
           Backlog Balance, End of Year                        $     7,200,000    $     4,500,000

         Contract Costs:
           Backlog Balance, Beginning of Year                  $     3,980,000    $     1,720,000
           New Contracts and Contract Adjustments                   18,770,885         13,310,000
           Cost of Contract Revenues                               (16,280,000)       (11,050,000)
           Backlog Balance, End of Year                        $     6,470,885    $     3,980,000


         The Company has additional contract revenue backlog of $93,000 with associated costs of
         $65,000 on one contract signed and contract revenue backlog of $8,600,000 with
         associated costs of $7,480,000 on one contract awarded, but not signed, during the period
         January 1, 2011 through March 4, 2011.

         As of December 31, 2010 and 2009, contract costs of approximately $655,000 and
         $850,000 included in the above cost backlog are for subcontractors.




                                               (17)
SAMPLE CONTRACTING COMPANY, INC.
                            NOTES TO FINANCIAL STATEMENTS
                              DECEMBER 31, 2010 AND 2009
                                (SEE ACCOUNTANTS' REVIEW REPORT)




NOTE 6   JOINT VENTURE

         On June 30, 2008, the Company entered into a 40% interest joint venture with ABC
         Contractor on the Metropolitan Industrial Complex in Charlotte County, Florida. The joint
         venture is recorded on the equity basis and at December 31, 2010 and 2009, the balance
         consisted of the original investment of $40,000 plus unremitted joint venture income.
         Summary financial data of the joint venture is as follows:
                                                                       2010            2009
                                                          ASSETS

         Cash                                                      $     45,000   $       30,000
         Contract Receivables - Current Billings                        126,500           90,000
         Contract Retainage                                              25,000            5,000
         Costs and Estimated Earnings in Excess of
          Billings on Uncompleted Contracts                               1,000            5,000
                   Total Assets                                    $    197,500   $      130,000

                                      LIABILITIES AND PARTNERS' EQUITY

         Accounts Payable - Regular                                $     10,000   $        5,000
         Accounts Payable - Retainage                                         -                -
                 Total Liabilities                                       10,000            5,000

         Partners' Equity
           Sample Contracting Company, Inc                               75,000           50,000
           ABC Contractor                                               112,500           75,000
                  Total Partners' Equity                                187,500          125,000

                 Total Liabilities and Partners' Equity            $    197,500   $      130,000

                                                    OPERATIONS

         Contract Revenues                                         $    300,000   $      200,000
         Contract Costs                                                 167,500          140,000
         Gross Profit                                                   132,500           60,000
         Non-Contract Expenses                                           45,000           35,000
         Net Income                                                $     87,500   $       25,000


         The contract has been completed in January 2011. The joint venture anticipates the
         investment will be distributed to the partners in mid-2011.




                                                   (18)
SAMPLE CONTRACTING COMPANY, INC.
                              NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2010 AND 2009
                                 (SEE ACCOUNTANTS' REVIEW REPORT)




NOTE 7   NOTES PAYABLE - BANK

         The Company has a bank line of credit available through May 1, 2011 for maximum working
         capital borrowings of $2,000,000. The borrowings are secured by inventories, accounts
         receivable, general intangibles and property and equipment. The interest rate is 1.0% over
         Prime. The Company's stockholders have personally guaranteed the borrowings. The line
         of credit agreement contains covenants related to certain financial ratios.

         Payable to:                             Security                 2010            2009

         $2,000,000 Renewable Line of Credit
         to Bank. Monthly Installments of
         Interest Only at Prime Plus 1.0%
         (Which Was 6.3% at December 31,         Accounts
         2010). Includes Various Financial       Receivable,
         Covenants Which Were in                 Inventory,
         Compliance at December 31, 2010.        Property and
         Renews 5/2011                           Equipment          $      776,000    $   1,085,000

         Installment Note, Bank, Interest at
         Prime Plus 1.5%; Monthly Principal
         Installments of $5,500 Plus Interest    Certain
         through June 2012                       Equipment                 297,000                -

         Mortgage Note - Bank, 9% Interest;
         Monthly Principal and Interest
         Installments of $2,433 through          Mortgage on
         December 2014                           Real Estate               117,000         135,000

                  Total                                                   1,190,000       1,220,000

         Less: Current Maturities of Long-Term Debt                        783,000         917,000

                  Long-Term Debt, Net of Current Maturities         $      407,000    $    303,000


         The shareholders have personally guaranteed the above borrowings.

         Maturity requirements on long-term debt as of December 31, 2010 are as follows:

                          Year Ending December 31,                      Amount
                                    2011                        $          783,000
                                    2012                                   165,800
                                    2013                                    89,300
                                    2014                                    91,400
                                    2015                                    60,500
                                    Total                       $        1,190,000




                                                 (19)
SAMPLE CONTRACTING COMPANY, INC.
                            NOTES TO FINANCIAL STATEMENTS
                              DECEMBER 31, 2010 AND 2009
                               (SEE ACCOUNTANTS' REVIEW REPORT)




NOTE 8   OPERATING LEASE AGREEMENTS

         The Company leases office facilities from a shareholder under a noncancelable operating
         lease. The lease is for five years with an option to renew under the same terms for an
         additional five years. Total rent expense under this operating lease was $36,000 for 2010
         and 2009. Future minimum rent commitments under this facility lease are as follows:

                       Year Ending December 31,                    Amount
                                 2011                          $      36,000
                                 2012                                 36,000
                                 2013                                  6,000
                                 Total                         $      78,000


         The Company rents certain construction equipment for specific construction contracts
         under short-term rental arrangements. Rent expense under these operating leases was
         $625,000 and $565,000 for the years ended December 31, 2010 and 2009, respectively.


NOTE 9   INCOME TAXES

         The provision for income taxes for the years ended December 31, 2010 and 2009 consists
         of the following:

                                                                    2010               2009
         Current:
           Federal                                             $      211,000     $       42,000
           States                                                      62,000             13,000
         Deferred                                                      42,000              5,000
               Total Provision for Income Taxes                $      315,000     $       60,000


         The income tax provision differs from the amount of income tax determined by applying the
         U.S. federal income tax rate of 34% to pretax income for the years ended December 31,
         2010 due to the following:

                                                                    2010               2009
         Tax Expense of 34%                                    $      263,500     $       57,700
         Increase (Decrease) in Income Taxes Resulting from:
           Benefit of Income Taxed at Lower Rates                           -             (6,000)
           Tax Credits                                                 (4,000)            (2,000)
           Nondeductible Expenses                                       8,500              1,100
           State Income Taxes, Net of Federal Tax Benefit              47,000              9,200
           Valuation Allowance                                              -                  -
                Total                                          $      315,000     $       60,000




                                                  (20)
SAMPLE CONTRACTING COMPANY, INC.
                              NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2010 AND 2009
                                  (SEE ACCOUNTANTS' REVIEW REPORT)




NOTE 9    INCOME TAXES (CONTINUED)

          The components of the deferred income tax asset and liability as of December 31, 2010
          and 2009 are as follows:

                                                                        2010                2009
          Deferred Income Tax Liability:
            Property and Equipment                                 $      100,000      $       50,000

          Deferred Tax Asset, Net:
            Allowance for Uncollectible Accounts
             Receivable, Deferred Tax Asset                        $       40,000      $       14,000
            Accrued Expenses, Deferred Tax Liability                      (18,000)                  -
            Net Unrealized Appreciation on Securities
             Available-for-Sale, Deferred Tax Liabilities                  (7,000)             (2,000)
                 Deferred Tax Asset, Net                           $       15,000      $       12,000



NOTE 10   QUALIFIED RETIREMENT PLAN

          The Company has adopted a profit sharing plan for non-union employees meeting the
          eligibility requirements. Contributions to the Plan are at the discretion of the Company's
          Board of Directors. Contribution expense for the years ended December 31, 2010 and 2009
          was $50,000 and $40,000, respectively.


NOTE 11   BUY-SELL AGREEMENT

          The stockholders and the Company have a buy-sell agreement. In the event of a
          stockholder’s death, the Company has the option to redeem the applicable shares of
          common stock at a price determined under the terms of the agreement. The Company
          carries $1,000,000 of life insurance on each stockholder to partially or completely fund this
          agreement. Any remaining balance is to be paid in five equal annual installments with
          interest at 8%.


NOTE 12   RELATED PARTY TRANSACTIONS

          The Company has made advances to officers of $20,000 and $50,000 in 2010 and 2009,
          respectively. These advances are unsecured and bear interest at prime. Interest income
          was $5,000 and $4,000 for the years 2010 and 2009, respectively.




                                                    (21)
SAMPLE CONTRACTING COMPANY, INC.
                             NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 2010 AND 2009
                                (SEE ACCOUNTANTS' REVIEW REPORT)




NOTE 13   COMMITMENTS AND CONTINGENCIES

          The Company maintains and pays certain of its insurance under retrospective insurance
          policies. As of December 31, 2010, the Company has an outstanding irrevocable letter of
          credit expiring December 31, 2011, of $500,000 issued in favor of the Company's workers
          compensation insurance carrier.

          The Company is a defendant on claims relating to matters arising in the ordinary course of
          their construction business. Certain of the claims are insured but subject to varying
          deductibles and certain of the claims are uninsured. The amount of liability, if any, from the
          claims cannot be determined with certainty, however, management is of the opinion that the
          outcome of the claims will not have a material adverse impact on the Company’s financial
          position.

          A claim for $180,000 has been filed against the Company and its bonding company arising
          out of the failure of a subcontractor of the Company to pay its suppliers. In the opinion of
          counsel and management, the outcome of this claim will not have a material effect on the
          Company's financial position, results of operations or cash flows.

          The Company has commitments for purchases of equipment at December 31, 2010 of
          $120,000.

          .




                                                 (22)
SUPPLEMENTARY INFORMATION
SAMPLE CONTRACTING COMPANY, INC.
SCHEDULE OF EARNINGS FROM CONTRACTS PERFORMED DURING 2010
                        (SEE ACCOUNTANTS' REVIEW REPORT)




                                    Contract           Cost Of
                                    Revenues          Contract          Gross
                                     Earned           Revenues          Profit


Contracts Completed
 During 2010                    $    14,550,000   $    12,730,000   $    1,820,000
Contracts In Progress
 At Year End                          3,950,000         3,550,000         400,000

                                $    18,500,000   $    16,280,000   $    2,220,000




                                       (23)
SAMPLE CONTRACTING COMPANY, INC.
                                                SCHEDULE OF CONTRACTS COMPLETED DURING 2010
                                                                (SEE ACCOUNTANTS' REVIEW REPORT)




                                       Contract Totals                                  Before January 1, 2010                           Year Ended December 31, 2010


                          Contract          Cost of          Gross           Contract             Cost of           Gross            Contract          Cost of         Gross
Job #       Contract     Revenues          Contract          Profit          Revenues            Contract           Profit           Revenues         Contract         Profit
                          Earned           Revenues                           Earned             Revenues                             Earned          Revenues
  1     Completed Job   $ 10,000,000   $    8,000,000    $   2,000,000   $    5,000,000      $    4,000,000     $   1,000,000    $    5,000,000   $    4,000,000   $   1,000,000
  2     Completed Job      5,000,000        4,730,000         270,000                    -                  -                -        5,000,000        4,730,000        270,000
  3     Completed Job      4,550,000        4,000,000         550,000                    -                  -                -        4,550,000        4,000,000        550,000


                        $ 19,550,000   $ 16,730,000      $   2,820,000   $    5,000,000      $    4,000,000     $   1,000,000    $ 14,550,000     $ 12,730,000     $   1,820,000




                                                                                 (24)
SAMPLE CONTRACTING COMPANY, INC.
                                               SCHEDULE CONTRACTS IN PROGRESS AT DECEMBER 31, 2010
                                                                    (SEE ACCOUNTANTS' REVIEW REPORT)




                                                                                              Year Ended December 31, 2010                        At December 31, 2010


                                                                                                                                                    Cost &           Billings
                                                                                                                                                  Estimated         In Excess
                                                 Total          Estimated        Contract          Cost of                                        Earnings In       Of Cost &
                              Contract         Estimated         Gross           Revenues         Contract         Gross          Billings        Excess Of         Estimated
Job #        Contract          Price             Cost            Profit           Earned          Revenues         Profit         To Date           Billings        Earnings



 4      Underbilled Job   $    7,850,000   $    7,056,885   $      793,115   $    2,780,972   $    2,500,000   $    280,972   $   2,230,972   $       550,000   $            -
 5      Overbilled Job         3,300,000        2,964,000          336,000        1,169,028        1,050,000        119,028       1,619,028                 -          450,000


                          $ 11,150,000     $ 10,020,885     $    1,129,115   $    3,950,000   $    3,550,000   $    400,000   $   3,850,000   $       550,000   $      450,000




                                                                                     (25)
SAMPLE CONTRACTING COMPANY, INC.
                           SCHEDULE OF COST OF CONTRACT REVENUES
                           AND GENERAL AND ADMINISTRATIVE EXPENSE
                            YEARS ENDED DECEMBER 31, 2010 AND 2009
                                    (SEE ACCOUNTANTS' REVIEW REPORT)




                                                           2010                           2009
                                               AMOUNT             PERCENT        AMOUNT          PERCENT

COST OF CONTRACT REVENUES
 Materials                                 $  5,250,000             28.4 %   $  4,500,000          36.0 %
 Labor                                        4,625,000             25.0        3,000,000          24.0
 Subcontract Expense                          3,325,000             18.0        1,236,000           9.9
 Employee Benefits                            1,295,000              7.0          810,000           6.5
 Payroll Taxes                                  465,000              2.5          310,000           2.5
 Equipment Rental                               625,000              3.4          565,000           4.5
 Gas, Fuel, Oil                                 375,000              2.0          354,000           2.8
 Depreciation                                   320,000              1.7          275,000           2.2
    Total Contract Costs                   $ 16,280,000             88.0 %   $ 11,050,000          88.4 %


GENERAL AND ADMINISTRATIVE
EXPENSE
 Salaries and Wages, Office                $     768,000            4.2 %    $     646,000         5.2 %
 Payroll Taxes                                    40,000            0.2             39,000         0.3
 Employee Benefits                                75,000            0.4             70,000         0.6
 Retirement Plan Contribution                     50,000            0.3             40,000         0.3
 Office Facilities Expense                       300,000            1.6            300,000         2.4
 Office Supplies and Expense                       7,000            0.0              5,000         0.0
 Provision for Uncollectible Accounts             70,000            0.4             10,000         0.1
 Depreciation                                     30,000            0.2             25,000         0.2
     Total General and
      Administrative Expense               $    1,340,000           7.2 %    $    1,135,000        9.1 %




                                                    (26)
SAMPLE S-CORP CONTRACTING COMPANY, INC.
                    NOTES TO FINANCIAL STATEMENTS
                       DECEMBER 31, 2010 AND 2009
                         (SEE ACCOUNTANTS' REVIEW REPORT)



NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

   Income Taxes
   The Company elected to be taxed as an S Corporation for federal and state income tax
   purposes and, therefore, is not taxed as a separate entity. As such, the Company’s taxable
   income or loss is included in the stockholders’ individual income tax return, based on their
   stock ownership. Therefore, no provision for income taxes related to the Company’s
   income is included in the financial statements.
   The Company adopted the income tax standard for uncertain tax positions, on January 1,
   2009. There was no impact to the Company's financial statements as a result of the
   implementation. The Company’s income tax returns are subject to review and examination
   by federal and state authorities. The tax returns for the years 2007 to 2010 are open to
   examination by federal and state authorities.

   The Company recognizes income from long-term construction contracts on the percentage-
   of-completion method for financial statement purposes and on the completed contract
   method for tax reporting purposes. The Company’s S Corporation income tax return
   depreciates property and equipment using accelerated lives and methods of depreciation.
   The depreciation, certain leasehold improvements, and differences in the recognition of
   profit on uncompleted contract are allowed as expenses and income in different years. The
   cumulative amounts of these differences between tax and financial statement methods of
   accounting are summarized as follows as of December 31, 2010 and 2009:

                                                                    2010              2009
   Retained Earnings, Accompanying Financial Statements        $   2,050,000     $   1,590,000
   Difference Between Book and Tax Regular Accounting Method         (13,426)          (50,072)
   Difference Between Book and Tax Long Term Contract Method        (247,476)          (79,872)
   Net Fixed Asset Value Difference for Tax Purposes                (197,433)         (149,060)

   Tax Return Accumulated Retained Income                      $   1,591,665     $   1,310,996



   It is expected that there will not be a 2011 distribution to the shareholder to fund the 2010
   Corporation income tax liability. The anticipated shareholder Federal tax liability on
   deferred items at December 31, 2010 is approximately $160,000.

   Subsequent Events
   In preparing these financial statements, the Company has evaluated events and
   transactions for potential recognition or disclosure through March 4, 2011, the date on
   which the financial statements were available to be issued.




                                          (9)

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Lykes Excelleration Surety 3-9-2011

  • 1. Unsure about Surety? Excelleration 2011 Lykes Insurance Learning Series March 9, 2011 ©2011 LarsonAllen LLP P 1
  • 2. Today’s Presenters • Peter A Thomson, CPA, AFSB 813.470.5031, pthomson@lykesinsurance.com Vice President – Surety Lykes Insurance, Tampa L k I T www.lykesinsurance.com Bachelors, Southern Illinois University, Accounting and Finance g Associate in Fidelity and Surety Bonds nAllen LLP ©2011 Larson 30 years working in construction surety bonding 2
  • 3. Today’s Presenters • John Reed, CPA, CCIFP 239.226.9903, jreed@larsonallen.com Principal, Construction and Real Estate LarsonAllen LLP, Fort Myers http://www.larsonallen.com/Construction_and_Real_Estate/ Masters of Accounting, Nova University, Fort Lauderdale CPA licensed in Florida Certified Construction Industry Financial Professional Certified Specialist in Estate Planning Certified Information Technology Professional nAllen LLP Practice exclusive to construction and real estate in Florida ©2011 Larson 3
  • 4. Today’s Agenda • What is Surety? • Trends in today’s surety markets. Can I get bonding? • How does a Surety look at your information? – Working capital with surety adjustments – Liabilities to equ y ab es o equity – GAAP versus tax basis financial statements – Audited, reviewed or compiled financial statements – Job schedules – Required financial statement disclosures – Do-s and Do Nots - What do Sureties like and not like? – What does a Surety think about your company using QuickBooks? • Surety information checklist nAllen LLP ©2011 Larson 4
  • 5. The Contractor / Surety / Owner Relationship 3. 3 And Contractor Surety S t 2. 2 Then Surety pays to reimburses Surety for complete work on owner’s their payments job, or pays the unpaid labor, material and subcontractors Contractor Owner 1. 1 If contractor fails to complete bonded job, or leaves unpaid labor, material and subcontractors nAllen LLP ©2011 Larson 5
  • 6. Trends in Today’s Surety Markets • Bonding market is down but bonding is available for well capitalized companies • There is increasing surety bank and general contractor surety, pressure on subcontractors to upgrade financial statements from reviews to audits, and from compilations to reviews • Subcontractors being asked to bond more work • Less government work this year as state and local nAllen LLP governments deal with budget issues What work is issues. ©2011 Larson being bid is even more competitive than last year. 6
  • 7. How Does a Surety Look At Your Information • Financial stability is one of the most important factors in obtaining surety credit. • While most clients focus their attention on their income statement, the most important section of their financial statement to a surety is the balance sheet. nAllen LLP ©2011 Larson 7
  • 8. Key Financial Ratios for Sureties • Working Capital: Current Assets minus Current Liabilities • Adjusted Working Capital: Working Capital from above less above, adjustments to back out unproductive current assets such as: – Shareholder, officer, and related party receivables – Prepaid Expenses – Some portion of inventory (often 50%) that is not on a job site in entor – Underbillings – Bond programs are usually based on some multiple of (often 10 times) adjusted working capital • Debt to Equity – The ratio of all company liabilities and debt to stockholder equity. As a general rule sureties like to see a ratio of 2 to 1 or less rule, less. • Equity – Net Worth nAllen LLP – The maximum credit for a bonding program is often 10 times net worth. ©2011 Larson 8
  • 9. Key Financial Ratios for Sureties • An example of a working capital calculation by a Surety. nAllen LLP ©2011 Larson 9
  • 10. GAAP vs. Tax Basis Financial Statements • Sureties want GAAP (Generally Accepted Accounting Principles) financial statements. Tax basis statements are not useful to a Surety. They lower the ability of the surety to rely on your financial statements and reduces your ability to get a bond bond. • The purpose of GAAP based financial statements is to fairly present a Company’s financial position, results of operations, and cash flows. The purpose of Tax basis accounting is (or should be) to show as little income as possible as possible, late as possible. This is counterproductive to Surety credit. • GAAP contractor financial statements are (almost) always on a Percent Complete basis • Cash, Accrual, and Completed Contract are tax methods • Section 179 (writing off asset purchases in the year of purchase) is a tax method. GAAP requires depreciating assets over their useful life. nAllen LLP • Even Tax Percent Complete is different than GAAP Percent Complete. p p ©2011 Larson 10
  • 11. Compiled vs. Reviewed or Audited Financial Statements – What is the difference? • Compiled financial statements – The most basic level of CPA prepared financial statements. The CPA provides no assurance that the financial statements are fairly presented. t t t f il t d • Reviewed financial statements - A CPA performing a review will seek a more in depth understanding of the client’s business and financial client s information through inquiries and analytical procedures. The CPA provides only limited assurance that the financial statements are fairly presented. • Audited financial statements – A CPA performing an audit provides assurance, through the expression of an “opinion” in the “Auditor’s Report,” as to whether or not the financial statements are fairly presented in accordance with generally accepted accounting principles (GAAP). An audit requires the CPA to document an extensive understanding of the client’s accounting processes and internal controls. The CPA will also obtain further nAllen LLP audit evidence through inquiries, analytical procedures, testing of ©2011 Larson accounting records, and confirming information with third-parties. 11
  • 12. Job Schedules Should Be Included In a Contractor s Contractor’s Financial Statement • Include separate schedules of open and closed jobs. This should be a complete listing of all contract activity activity. • All direct and indirect costs (such as equipment depreciation, fuel, depreciation fuel payroll taxes workers compensation taxes, insurance, etc.) should be job costed and included in the schedules. If your accounting software can’t do that these costs must be allocated (and you should look for new software). • There should be a summary schedule (example page 23) that MUST equal the total revenue and direct costs on the income statement (example page 4). There nAllen LLP s ou d should be no u a ocated costs o revenues. o unallocated or e e ues ©2011 Larson 12
  • 13. Note Disclosures That Should Be Included In a Contractor s Contractor’s Financial Statement • Summary of accounting policies (example note 1, pages 8-12) • Accounts receivable breakdown for open and closed jobs and receivable retention held ( (example note 2 pages 12-13) ) • Summary of over and under billings (example note 4 page 16) • Backlog note (example note 5 page 17) • Income taxes (C Corp example note 9 pages 20-21) (For S Corps or LLCs see additional example handout that would be included as part of note 1) • Related party transactions (example note 12 page 21). • Commitments and Contingencies (if any) (example note 13 page 22) • Consolidation of “Variable Interest Entities” nAllen LLP ©2011 Larson 13
  • 14. Do-s and Do Nots – What do Sureties like and not like? • Do-s of Surety – Maximize profits – Minimize overhead – Surround yourself with good people – Make b i M k a business plan and follow it l d f ll – Carefully select your 5 advisors – Make a plan for business continuity – Fund the continuity plan – Stay focused on construction – Consult surety agent and CPA before significant financial decisions – Avoid litigation nAllen LLP – Establish a good line of credit with your bank ©2011 Larson 14
  • 15. Do-s and Do Nots – What do Sureties like and not like? • Do Not's of Surety – Invest in any kind of speculation – Buy planes, trains, or boats – Borrow money from the business – If a Sub S Corp - don't take excessive distributions – Make loans or guarantee obligations of others g g – Jump from one surety to another – Allow the business to buy out a stockholder before consulting your surety agent and CPA – Do not get your bonds from an agency that doesn’t have specialists in surety nAllen LLP ©2011 Larson 15
  • 16. What the Surety looks for The traditional C’s: C s:  Character  Capacityy  Capital Additional C’s:  Continuity  CPA nAllen LLP ©2011 Larson 16
  • 17. Continuity Plans • What would happen to your Company, employees and jobs if you were killed or hurt in a car accident tomorrow? • A continuity plan addresses these contingencies. The documentation showing you thought through that process is a Continuity Plan. • Sureties like to see that a Company has a Continuity Plan in place. nAllen LLP ©2011 Larson 17
  • 18. What does a Surety think about your Company using QuickBooks? • Using QuickBooks demonstrates a lack of control over your job cost – QuickBooks is not setup to easily produce essential reports to control job cost. Job cost reporting is usually augmented by using spreadsheets. Spreadsheets introduce human error, take too much time and promote untimely job reporting. – QuickBooks complicates the process of allocating indirect labor costs such as payroll tax and insurance costs to jobs – QuickBooks lacks basic job cost controls to ensure that every transaction that effects cost of construction is coded to a job. t ti th t ff t t f t ti i d dt j b – QuickBooks lacks basic overhead controls to ensure that every overhead transaction can not be charged to a job. – QuickBooks allows deletion a d c a ge o records, a d has a Qu c oo s a o s de et o and change of eco ds, and as an inadequate control over changes to data. – By using a $250 accounting program that is deficient in job cost accounting, you are sending a message to your Surety that you believe nAllen LLP it isn’t important to spend enough money to monitor the cost on your isn t ©2011 Larson jobs or to have adequate controls in place to control your job costs. 18
  • 19. Surety Information Checklist  Independent audited/reviewed FS w/in 90-120 days of year end  Aging of AR and AP f  Analysis of overhead costs (supplemental information)  Equipment schedules  Outline of bank agreements  Quarterly internal financial statements  Quarterly up to date open and closed job schedules  Comprehensive business plan, forecast or strategy  Resumes of key employees and management  Personal and corporate indemnity  Personal financial statements nAllen LLP ©2011 Larson 19
  • 20. 20 Questions? ©2011 Larson nAllen LLP
  • 21. SAMPLE CONTRACTING COMPANY, INC. FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION YEARS ENDED DECEMBER 31, 2010 AND 2009
  • 22. SAMPLE CONTRACTING COMPANY, INC. TABLE OF CONTENTS YEARS ENDED DECEMBER 31, 2010 AND 2009 ACCOUNTANTS’ REVIEW REPORT 1  FINANCIAL STATEMENTS  BALANCE SHEETS 2  STATEMENTS OF INCOME 4  STATEMENTS OF STOCKHOLDERS’ EQUITY 5  STATEMENTS OF CASH FLOWS 6  NOTES TO FINANCIAL STATEMENTS 8  SUPPLEMENTARY INFORMATION  SCHEDULE OF EARNINGS FROM CONTRACTS PERFORMED DURING 2010 23  SCHEDULE OF CONTRACTS COMPLETED DURING 2010 24  SCHEDULE OF CONTRACTS IN PROGRESS AT DECEMBER 31, 2010 25  SCHEDULE OF COST OF CONTRACT REVENUES AND GENERAL AND ADMINISTRATIVE EXPENSE 26 
  • 23. Lars"JnAlleIi LLP CPAs, Consultants & Advisors www.larsonallen.com ACCOUNTANTS' REVIEW REPORT Board of Directors and Stockholders Sample Contracting Company, Inc. City, State We have reviewed the accompanying balance sheets of Sample Contracting Company, Inc. as of December 31, 2010 and 2009 and the related statements of income, stockholders' equity, and cash flows for the years then ended. A review includes primarily applying analytical procedures to management's financial data and making inquiries of company management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the financial statements as a whole. Accordingly, we do not express such as opinion. Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America and for designing, implementing, and maintaining internal control relevant to the preparation and fair presentation of the financial statements. Our responsibility is to conduct the review in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. Those standards require us to perform procedures to obtain limited assurance that there are no material modifications that should be made to the financial statements. We believe that the results of our procedures provide a reasonable basis for our report. Based on our reviews, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with accounting principles generally accepted in the United States of America. Our review was made for the purpose of expressing limited assurance that there are no material modifications that should be made to the financial statements in order for them to be in conformity with generally accepted accounting principles. The data presented in supplementary schedules accompanying the financial statements are presented only for purposes of additional analysis and has been subjected to the inquiry and analytical procedures applied in the review of the basic financial statements, and we are not aware of any material modifications that should be made thereto. ~I-LP LarsonAllen LLP Fort Myers, Florida March 4, 2011 lSI !J!j k1 INTERNATIONAL (1 ) An independent member of Nexia International
  • 24. SAMPLE CONTRACTING COMPANY, INC. BALANCE SHEETS DECEMBER 31, 2010 AND 2009 (SEE ACCOUNTANTS' REVIEW REPORT) 2010 2009 ASSETS CURRENT ASSETS Cash and Cash Equivalents $ 183,000 $ 245,000 Securities Available-for-Sale 555,000 400,000 Accounts Receivable: Current Billings on Contracts 2,945,000 2,270,000 Retainages on Contracts 380,000 260,000 Other Current Noncontract Receivables 125,000 40,000 Allowance for Uncollectible Accounts (100,000) (30,000) Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts 550,000 400,000 Inventories 165,000 90,000 Prepaid Expenses 37,000 32,000 Deferred Income Taxes 15,000 12,000 Total Current Assets 4,855,000 3,719,000 PROPERTY AND EQUIPMENT Land 75,000 75,000 Buildings 420,000 420,000 Equipment 1,875,000 1,590,000 Vehicles 280,000 240,000 Office Equipment 145,000 120,000 Total 2,795,000 2,445,000 Less: Accumulated Depreciation 1,435,000 1,110,000 Total Property and Equipment 1,360,000 1,335,000 OTHER ASSETS Notes Receivable - Officers 70,000 50,000 Investment in Joint Venture 75,000 50,000 Securities Held-to-Maturity 260,000 250,000 Cash Value of Life Insurance, Less Policy Loans of $30,000 and $20,000, Respectively 80,000 60,000 Total Other Assets 485,000 410,000 Total Assets $ 6,700,000 $ 5,464,000 See accompanying Notes to Financial Statements. (2)
  • 25. SAMPLE CONTRACTING COMPANY, INC. BALANCE SHEETS (CONTINUED) DECEMBER 31, 2010 AND 2009 (SEE ACCOUNTANTS' REVIEW REPORT) 2010 2009 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current Maturities of Long-Term Debt $ 783,000 $ 917,000 Accounts Payable: Current 1,640,000 1,564,000 Retainage 600,000 500,000 Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts 450,000 120,000 Accrued Expenses 475,000 350,000 Income Taxes Payable 110,000 10,000 Total Current Liabilities 4,058,000 3,461,000 LONG-TERM LIABILITIES Long-Term Debt (Less Current Maturities) 407,000 303,000 Deferred Income Taxes 100,000 50,000 Total Long-Term Liabilities 507,000 353,000 Total Liabilities 4,565,000 3,814,000 STOCKHOLDERS' EQUITY Common Stock - No Par Value; 100,000 Shares Authorized, 50,200 and 50,000, Respectively, Shares Issued and Outstanding 60,000 50,000 Retained Earnings 2,050,000 1,590,000 Unrealized Gains on Securities 25,000 10,000 Total Stockholders' Equity 2,135,000 1,650,000 Total Liabilities and Stockholders' Equity $ 6,700,000 $ 5,464,000 See accompanying Notes to Financial Statements. (3)
  • 26. SAMPLE CONTRACTING COMPANY, INC. STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2010 AND 2009 (SEE ACCOUNTANTS' REVIEW REPORT) 2010 2009 AMOUNT PERCENT AMOUNT PERCENT CONTRACT REVENUES EARNED $ 18,500,000 100.0 % $ 12,500,000 100.0 % COST OF CONTRACT REVENUES 16,280,000 88.0 11,050,000 88.4 CONTRACT GROSS PROFIT 2,220,000 12.0 1,450,000 11.6 GENERAL AND ADMINISTRATIVE EXPENSE 1,340,000 7.2 1,135,000 9.1 INCOME FROM OPERATIONS 880,000 4.8 315,000 2.5 OTHER INCOME (EXPENSE) Income from Joint Venture 35,000 0.2 10,000 0.1 Gain (Loss) on Sale of Equipment 15,000 0.1 (10,000) (0.1) Investment Income 10,000 0.1 - - Interest Expense (145,000) (0.8) (140,000) (1.1) Realized Gain (Loss) on Sale of Securities (20,000) (0.1) (10,000) (0.1) Total Other Income (Expense) (105,000) (0.6) (150,000) (1.2) INCOME BEFORE INCOME TAXES 775,000 4.2 165,000 1.3 PROVISION FOR INCOME TAXES 315,000 1.7 60,000 0.5 NET INCOME $ 460,000 2.5 $ 105,000 0.8 See accompanying Notes to Financial Statements. (4)
  • 27. SAMPLE CONTRACTING COMPANY, INC. STATEMENTS OF STOCKHOLDERS’ EQUITY YEARS ENDED DECEMBER 31, 2010 AND 2009 (SEE ACCOUNTANTS' REVIEW REPORT) Unrealized Gains Common Retained (Losses) on Stock Earnings Securities Total BALANCE, JANUARY 1, 2009 $ 50,000 $ 1,485,000 $ 5,000 $ 1,540,000 COMPREHENSIVE INCOME Net Income - 105,000 - Other Comprehensive Income, Net of Tax: Unrealized Losses on Securities: Unrealized Holding Gains Arising During the Year (Net of $1,000 Deferred Income Tax) - - 5,000 Total Comprehensive Income 110,000 BALANCE, DECEMBER 31, 2009 50,000 1,590,000 10,000 1,650,000 COMPREHENSIVE INCOME Net Income - 460,000 - Other Comprehensive Income, Net of Tax: Unrealized Losses on Securities: Unrealized Holding Gains Arising During the Year (Net of $5,000 Deferred Income Tax) - - 15,000 Total Comprehensive Income 475,000 Sale of 200 Shares to an Employee for Cash 10,000 - - 10,000 BALANCE, DECEMBER 31, 2010 $ 60,000 $ 2,050,000 $ 25,000 $ 2,135,000 See accompanying Notes to Financial Statements. (5)
  • 28. SAMPLE CONTRACTING COMPANY, INC. STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2010 AND 2009 (SEE ACCOUNTANTS' REVIEW REPORT) 2010 2009 CASH FLOWS FROM OPERATING ACTIVITIES Cash Received from Contracts $ 17,955,000 $ 12,630,000 Cash Paid to Suppliers and Employees (17,134,000) (12,345,000) Interest Paid (145,000) (140,000) Income Taxes Paid (173,000) (65,000) Cash Provided by Operating Activities 503,000 80,000 CASH FLOWS FROM INVESTING ACTIVITIES Payments for Purchase of Equipment and Vehicles (410,000) (180,000) Proceeds from Sale of Equipment and Vehicles 50,000 20,000 Increase in Cash Value of Life Insurance (30,000) (10,000) Advances of Note Receivable - Officers (20,000) (50,000) Purchase of Investments (235,000) (100,000) Proceeds from Sale of Investments 80,000 200,000 Proceeds on Joint Venture Distribution 10,000 - Investment in Joint Venture - (40,000) Cash Used by Investing Activities (555,000) (160,000) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Long-Term Borrowings 330,000 100,000 Payments on Long-Term Debt (150,000) (80,000) Net Proceeds from (Payments on) Short-Term Borrowings (210,000) 200,000 Proceeds from Life Insurance Policy Loans 10,000 - Proceeds from Sale of Common Stock 10,000 - Cash Provided by (Used in) Financing Activities (10,000) 220,000 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (62,000) 140,000 Cash and Cash Equivalents - Beginning of Year 245,000 105,000 CASH AND CASH EQUIVALENTS - END OF YEAR $ 183,000 $ 245,000 See accompanying Notes to Financial Statements. (6)
  • 29. SAMPLE CONTRACTING COMPANY, INC. STATEMENTS OF CASH FLOWS (CONTINUED) YEARS ENDED DECEMBER 31, 2010 AND 2009 (SEE ACCOUNTANTS' REVIEW REPORT) 2010 2009 RECONCILIATION OF NET INCOME TO CASH PROVIDED BY OPERATING ACTIVITIES Net Income $ 460,000 $ 105,000 Adjustments to Reconcile Net Income to Cash Provided by Operating Activities: Depreciation 350,000 300,000 (Gain) Loss on Sale of Equipment (15,000) 10,000 Realized (Gain) Loss on Sale of Securities 20,000 10,000 Income from Joint Venture (35,000) (10,000) Accretion on Securities Held-to-Maturity (10,000) - Deferred Income Taxes 42,000 5,000 (Increase) Decrease in: Contract Accounts Receivable (725,000) 150,000 Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts (150,000) 60,000 Inventories (75,000) (20,000) Other Current Assets (90,000) (30,000) Increase (Decrease) in: Accounts Payable 176,000 (375,000) Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts 330,000 (80,000) Accrued Expenses 125,000 (10,000) Income Taxes Payable 100,000 (35,000) Cash Provided by Operating Activities $ 503,000 $ 80,000 See accompanying Notes to Financial Statements. (7)
  • 30. SAMPLE CONTRACTING COMPANY, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2010 AND 2009 (SEE ACCOUNTANTS' REVIEW REPORT) NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Company's Business and Operating Cycle The Company operates primarily as a general contractor in heavy and industrial construction in Florida. The work is performed under cost-plus-fee contracts, fixed price contracts, fixed price contracts modified by incentive and penalty provisions and unit price contracts. These contracts are obtained through a competitive bidding process and vary in size and duration. The contracts are undertaken by the Company alone or in partnership with other contractors through joint ventures. The Company, as conditions for entering into construction contracts, has provided surety bonds approximating $7,300,000 at December 31, 2010 and $5,280,000 at December 31, 2009. These bonds are collateralized by the contracts receivable. The length of the Company’s contracts varies but is typically less than two years. Accordingly, assets to be realized and liabilities to be liquidated within the operating cycle are classified as current assets and liabilities. Estimates and Assumptions The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue and Cost Recognition Revenues from fixed-price, modified fixed-price and unit price construction contracts are recognized on the percentage-of-completion method, only after the contract attains a 10% completion stage, measured by the percentage of costs incurred to date to estimated total costs for each contract. This method is used because management considers expended costs to be the best available measure of progress on these contracts. Revenues from cost-plus-fee contracts are recognized on the basis of costs incurred during the period plus the fee earned, measured by the cost-to-cost method, or ratably over the term of the project, depending upon the terms of the individual contract. Because of inherent uncertainties in estimating costs and revenues, it is at least reasonably possible that the estimates used will change. (8)
  • 31. SAMPLE CONTRACTING COMPANY, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2010 AND 2009 (SEE ACCOUNTANTS' REVIEW REPORT) NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Revenue and Cost Recognition (Continued) Contract costs include all direct material, subcontractors, labor costs, and equipment costs and those indirect costs related to contract performance. General and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from penalty provisions and final contract settlements, may result in revisions to costs and income, which are recognized in the period in which the revisions are determined. Profit incentives are included in revenues when their realization is reasonably assured. An amount equal to contract costs attributable to claims is included in revenues when realization is probable and the amount can be reliably estimated. The asset, "Costs and estimated earnings in excess of billings on uncompleted contracts," represents revenues recognized in excess of amounts billed. The liability, "Billings in excess of costs and estimated earnings on uncompleted contracts," represents billings in excess of revenues recognized. Concentrations of Credit Risk The Company performs credit evaluations of its customers and subcontractors and may require surety bonds. Liens are filed, when permissible, on construction contracts where collection problems are anticipated. As of December 31, 2010 and 2009, accounts receivable are due from customers in the Florida and are not concentrated in a particular industry. The Company’s cash balances are maintained in two bank deposit accounts. The balances of these accounts may be in excess of federally insured limits. Concentrations in Operations The Company currently buys substantially all its materials from one supplier. Although there are a limited number of suppliers of such materials in the industry, management believes that other suppliers could provide similar materials on comparable terms. A change in suppliers, however, could cause a delay in construction and adversely affect operating results. Cash and Cash Equivalents Cash equivalents are securities held for cash management purposes having maturities of three months or less from date of purchase. (9)
  • 32. SAMPLE CONTRACTING COMPANY, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2010 AND 2009 (SEE ACCOUNTANTS' REVIEW REPORT) NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Contracts Receivable Contracts receivable from performing construction are based on contracted prices. The Company provides an allowance for doubtful collections which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Normal contracts receivable are due 30 days after the issuance of the invoice. Contract retentions are due 30 days after completion of the project and acceptance by the owner. Receivables past due more than 120 days are considered delinquent. Delinquent receivables are written off based on individual credit valuation and specific circumstances of the customer. Investments in Securities The Company’s investments in securities are classified in two categories and accounted for as follows: Securities to be Held-to-Maturity Securities for which the Company has the positive intent and ability to hold to maturity are reported at cost, adjusted for amortization of premiums and accretion of discounts which are recognized in interest income using the interest method over the period to maturity. Securities Available-for-Sale Securities available-for-sale, consisting of securities not classified as trading securities or as securities to be held to maturity, are reported at fair value. Declines in the fair value of individual held-to-maturity and available-for-sale securities below their cost that are other than temporary have resulted in write-downs of the individual securities to their fair value. The related write-downs have been included in earnings as realized losses. Unrealized holding gains and losses, net of tax, on securities available-for- sale are reported as a net amount in a separate component of stockholders’ equity until realized. Gains and losses on the sale of securities available-for-sale are determined using the specific-identification method. Fair Value Measurement The Company categorizes its assets and liabilities measured at fair value into a three-level hierarchy based on the priority of the inputs to the valuation technique used to determine fair value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used in the determination of the fair value measurement fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement. Assets and liabilities valued at fair value are categorized based on the inputs to the valuation techniques as follows: (10)
  • 33. SAMPLE CONTRACTING COMPANY, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2010 AND 2009 (SEE ACCOUNTANTS' REVIEW REPORT) NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Fair Value Measurement (Continued) Level 1 – Financial assets and liabilities are valued using inputs that are unadjusted quoted prices in active markets accessible at the measurement date of identical financial assets and liabilities. The inputs include those traded on an active exchange, such as the New York Stock Exchange, as well as U.S. Treasury and other U.S. government and agency mortgage-backed securities that are traded by dealers or brokers in active over-the-counter markets. Level 2 – Financial assets and liabilities are valued using inputs and quoted prices for similar assets, or inputs that are observable, either directly or indirectly for substantially the full term through corroboration with observable market data. Level 2 includes private collateralized mortgage obligations, municipal bonds, and corporate debt securities. Level 3 – Financial assets and liabilities are valued using pricing inputs which are unobservable for the asset or inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset. Level 3 includes private equity, venture capital, hedge funds and real estate. Subsequent to initial recognition, the Company may remeasure the carrying value of assets and liabilities measured on a nonrecurring basis to fair value. Adjustments to fair value usually result when certain assets are impaired. Such assets are written down from their carrying amounts to their fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Inventories Inventories consist of construction materials and supplies that have not been assigned and charged to specific contracts and are stated at the lower of cost (first-in, first-out) or market. Property and Equipment Property and equipment are carried at cost, less accumulated depreciation. The Company depreciates property and equipment using the straight-line method over the estimated lives of the assets. The estimated useful lives are as follows: Buildings 30 Years Equipment 5-10 Years Vehicles 5-7 Years Office Equipment 3-10 Years (11)
  • 34. SAMPLE CONTRACTING COMPANY, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2010 AND 2009 (SEE ACCOUNTANTS' REVIEW REPORT) NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Long-Lived Assets Long-lived assets to be held and used are tested for recoverability whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the excess of the asset's carrying amount over the fair value of the asset. Certain long-lived assets to be disposed of by sale are reported at the lower of carrying amount or fair value less cost to sell. Income Taxes Deferred tax assets and liabilities are recorded for future tax consequences attributable to temporary differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. Principally, these differences relate to depreciation of property and equipment, the allowance for uncollectible accounts receivable and certain accrued expenses. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. The Company adopted the income tax standard for uncertain tax positions on January 1, 2009. The provision prescribes recognition and measurement of tax positions taken or expected to be taken on a tax return that are not certain to be realized. As a result of implementation, the Company recognized no liability for unrecognized tax benefits. The Company’s income tax returns for the years ending 2007-2010 are subject to review and examination by federal and state authorities. Subsequent Events In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through March 4, 2011, the date the financial statements were available to be issued. NOTE 2 CONTRACT ACCOUNTS RECEIVABLE AND CONTRACT CONCENTRATIONS Contract accounts receivable consist of the following as of December 31 2010 and 2009 2010 2010 2010 2010 2010 Total Total 0 to 30 31 to 60 61 to 90 91 and over Retained 2010 2009 Completed Contracts $ 1,685,000 $ 50,000 $ 50,000 $ 25,000 $ 215,000 $ 2,025,000 $ 1,550,000 Contracts In Progress 1,100,000 10,000 25,000 25,000 165,000 1,300,000 980,000 $ 2,785,000 $ 60,000 $ 75,000 $ 50,000 $ 380,000 3,325,000 2,530,000 Other Current Noncontract Receivables 125,000 40,000 Less: Allowance for Uncollectible Accounts (100,000) (30,000) Total $ 3,350,000 $ 2,540,000 (12)
  • 35. SAMPLE CONTRACTING COMPANY, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2010 AND 2009 (SEE ACCOUNTANTS' REVIEW REPORT) NOTE 2 CONTRACT ACCOUNTS RECEIVABLE AND CONTRACT CONCENTRATIONS (CONTINUED) Contract revenues from two contracts in 2010 and one different contract in 2009, in Lee County, Florida and Collier County, Florida, represented approximately 25% and 24%, respectively, of total contract revenues for the years ended December 31, 2010 and 2009, respectively. No other contracts represented greater than 10% of the total contract revenues in 2010 and 2009. The contract accounts receivable from these contracts were $1,166,000 and $800,000 as of December 31, 2010 and 2009, respectively. NOTE 3 INVESTMENT SECURITIES AND OTHER COMPREHENSIVE INCOME (LOSS) The carrying amounts of investment securities as shown in the accompanying balance sheets and their approximate fair values at December 31 are as follows: Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value Securities Available-for-Sale: December 31, 2010 Equity Securities $ 523,000 $ 32,000 $ - $ 555,000 U.S. Government and Agency Securities - - - - Total $ 523,000 $ 32,000 $ - $ 555,000 December 31, 2009 Equity Securities $ 388,000 $ 12,000 $ - $ 400,000 U.S. Government and Agency Securities - - - - Total $ 388,000 $ 12,000 $ - $ 400,000 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value Securities to be Held-to-Maturity December 31, 2010 U.S. Government and Agency Securities $ 260,000 $ - $ - $ 260,000 State and Municipal Securities - - - - Total $ 260,000 $ - $ - $ 260,000 December 31, 2009 U.S. Government and Agency Securities $ 250,000 $ - $ - $ 250,000 State and Municipal Securities - - - - Total $ 250,000 $ - $ - $ 250,000 (13)
  • 36. SAMPLE CONTRACTING COMPANY, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2010 AND 2009 (SEE ACCOUNTANTS' REVIEW REPORT) NOTE 3 INVESTMENT SECURITIES AND OTHER COMPREHENSIVE INCOME (LOSS) (CONTINUED) The following table shows the gross unrealized losses and fair value of Company's investments with unrealized losses that are not deemed to be other-than-temporarily impaired aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31. Less than 12 Months Fair Value Unrealized $ - $ - Marketable Equity Securities - - Corporate Obligations - - US Government Obligations $ - $ - Total 12 Months or Greater Fair Value Unrealized Marketable Equity Securities $ 555,000 $ 32,000 Corporate Obligations - - US Government Obligations 260,000 - Total $ 815,000 $ 32,000 Investment losses under one year old are expected to be recoverable in future periods and are not deemed by management to be unrecoverable. Investment losses in excess of 1 year are also expected to be recoverable in future periods as market values have recovered considerably during 2010 and the Company has the intent and ability to hold these investments until further market recovery occurs. The unrealized losses on the Company’s investments in U.S. Government Securities were caused by interest rate increases. The contractual terms of these investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investment. Because the Company has the ability and intent to hold these investments until a market price recovery, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired as of December 31, 2010. (14)
  • 37. SAMPLE CONTRACTING COMPANY, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2010 AND 2009 (SEE ACCOUNTANTS' REVIEW REPORT) NOTE 3 INVESTMENT SECURITIES AND OTHER COMPREHENSIVE INCOME (LOSS) (CONTINUED) The scheduled maturities of debt securities to be held-to-maturity and securities available- for-sale at December 31, 2010 are as follows: Securities to be Securities Held-to-Maturity Available-for-Sale Amortized Fair Amortized Fair Cost Value Cost Value Due in One Year or Less $ - $ - $ - $ - Due from One Year to Five Years Due from Five to Ten Years Due after Ten Years 260,000 260,000 523,000 555,000 Total $ 260,000 $ 260,000 $ 523,000 $ 555,000 Gross realized gains and losses on sales of securities available-for-sale are: 2010 2009 Gross Realized Gains: Marketable Equity Securities $ - $ - Gross Realized Losses: Marketable Equity Securities (20,000) (10,000) Total $ (20,000) $ (10,000) The determination of other comprehensive income (loss) for the years ended December 31 is as follows: 2010 2009 Increase (Decrease) in Unrealized Gains (Losses) on Securities Available-for-Sale $ 20,000 $ 6,000 Tax Benefit (Expense) (5,000) (1,000) Net-of-Tax Amount 15,000 5,000 Reclassification Adjustment - - Tax Benefit (Expense) - - Net-of-Tax Amount - - Other Comprehensive Income (Loss) $ 15,000 $ 5,000 (15)
  • 38. SAMPLE CONTRACTING COMPANY, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2010 AND 2009 (SEE ACCOUNTANTS' REVIEW REPORT) NOTE 3 INVESTMENT SECURITIES AND OTHER COMPREHENSIVE INCOME (LOSS) (CONTINUED) The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. For additional information on how the Company measures fair value, refer to Note 1 – Summary of Significant Accounting Policies. The following table presents the fair value hierarchy for the balances of the assets of the Company measured at fair value on a recurring basis as of December 31, 2010 and 2009. 2010 Level 1 Level 2 Level 3 Total Securities Available for Sale: Equity Securities $ 555,000 $ - $ - $ 555,000 Securities Held to Maturity: U.S. Government and Agency Securities - 260,000 - $ 260,000 $ 555,000 $ 260,000 $ - $ 815,000 2009 Level 1 Level 2 Level 3 Total Securities Available for Sale: Equity Securities $ 400,000 $ - $ - $ 400,000 Securities Held to Maturity: U.S. Government and Agency Securities - 250,000 - $ 250,000 $ 400,000 $ 250,000 $ - $ 650,000 NOTE 4 COSTS, ESTIMATED EARNINGS AND BILLINGS ON CONTRACTS IN PROCESS 2010 2009 Costs Incurred on Uncompleted Projects $ 3,550,000 $ 2,850,000 Estimated Gross Profit 400,000 240,000 Contract Revenues Earned 3,950,000 3,090,000 Less: Billings to Date 3,850,000 2,810,000 Total $ 100,000 $ 280,000 Reported in the accompanying balance sheets as follows: 2010 2009 Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts $ 550,000 $ 400,000 Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts (450,000) (120,000) Total $ 100,000 $ 280,000 (16)
  • 39. SAMPLE CONTRACTING COMPANY, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2010 AND 2009 (SEE ACCOUNTANTS' REVIEW REPORT) NOTE 5 BACKLOG The Company's backlog on signed contracts as of December 31, 2010 and 2009 is as follows: 2010 2009 Contract Revenues: Backlog Balance, Beginning of Year $ 4,500,000 $ 2,000,000 New Contracts and Contract Adjustments 21,200,000 15,000,000 Contract Revenue Earned (18,500,000) (12,500,000) Backlog Balance, End of Year $ 7,200,000 $ 4,500,000 Contract Costs: Backlog Balance, Beginning of Year $ 3,980,000 $ 1,720,000 New Contracts and Contract Adjustments 18,770,885 13,310,000 Cost of Contract Revenues (16,280,000) (11,050,000) Backlog Balance, End of Year $ 6,470,885 $ 3,980,000 The Company has additional contract revenue backlog of $93,000 with associated costs of $65,000 on one contract signed and contract revenue backlog of $8,600,000 with associated costs of $7,480,000 on one contract awarded, but not signed, during the period January 1, 2011 through March 4, 2011. As of December 31, 2010 and 2009, contract costs of approximately $655,000 and $850,000 included in the above cost backlog are for subcontractors. (17)
  • 40. SAMPLE CONTRACTING COMPANY, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2010 AND 2009 (SEE ACCOUNTANTS' REVIEW REPORT) NOTE 6 JOINT VENTURE On June 30, 2008, the Company entered into a 40% interest joint venture with ABC Contractor on the Metropolitan Industrial Complex in Charlotte County, Florida. The joint venture is recorded on the equity basis and at December 31, 2010 and 2009, the balance consisted of the original investment of $40,000 plus unremitted joint venture income. Summary financial data of the joint venture is as follows: 2010 2009 ASSETS Cash $ 45,000 $ 30,000 Contract Receivables - Current Billings 126,500 90,000 Contract Retainage 25,000 5,000 Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts 1,000 5,000 Total Assets $ 197,500 $ 130,000 LIABILITIES AND PARTNERS' EQUITY Accounts Payable - Regular $ 10,000 $ 5,000 Accounts Payable - Retainage - - Total Liabilities 10,000 5,000 Partners' Equity Sample Contracting Company, Inc 75,000 50,000 ABC Contractor 112,500 75,000 Total Partners' Equity 187,500 125,000 Total Liabilities and Partners' Equity $ 197,500 $ 130,000 OPERATIONS Contract Revenues $ 300,000 $ 200,000 Contract Costs 167,500 140,000 Gross Profit 132,500 60,000 Non-Contract Expenses 45,000 35,000 Net Income $ 87,500 $ 25,000 The contract has been completed in January 2011. The joint venture anticipates the investment will be distributed to the partners in mid-2011. (18)
  • 41. SAMPLE CONTRACTING COMPANY, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2010 AND 2009 (SEE ACCOUNTANTS' REVIEW REPORT) NOTE 7 NOTES PAYABLE - BANK The Company has a bank line of credit available through May 1, 2011 for maximum working capital borrowings of $2,000,000. The borrowings are secured by inventories, accounts receivable, general intangibles and property and equipment. The interest rate is 1.0% over Prime. The Company's stockholders have personally guaranteed the borrowings. The line of credit agreement contains covenants related to certain financial ratios. Payable to: Security 2010 2009 $2,000,000 Renewable Line of Credit to Bank. Monthly Installments of Interest Only at Prime Plus 1.0% (Which Was 6.3% at December 31, Accounts 2010). Includes Various Financial Receivable, Covenants Which Were in Inventory, Compliance at December 31, 2010. Property and Renews 5/2011 Equipment $ 776,000 $ 1,085,000 Installment Note, Bank, Interest at Prime Plus 1.5%; Monthly Principal Installments of $5,500 Plus Interest Certain through June 2012 Equipment 297,000 - Mortgage Note - Bank, 9% Interest; Monthly Principal and Interest Installments of $2,433 through Mortgage on December 2014 Real Estate 117,000 135,000 Total 1,190,000 1,220,000 Less: Current Maturities of Long-Term Debt 783,000 917,000 Long-Term Debt, Net of Current Maturities $ 407,000 $ 303,000 The shareholders have personally guaranteed the above borrowings. Maturity requirements on long-term debt as of December 31, 2010 are as follows: Year Ending December 31, Amount 2011 $ 783,000 2012 165,800 2013 89,300 2014 91,400 2015 60,500 Total $ 1,190,000 (19)
  • 42. SAMPLE CONTRACTING COMPANY, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2010 AND 2009 (SEE ACCOUNTANTS' REVIEW REPORT) NOTE 8 OPERATING LEASE AGREEMENTS The Company leases office facilities from a shareholder under a noncancelable operating lease. The lease is for five years with an option to renew under the same terms for an additional five years. Total rent expense under this operating lease was $36,000 for 2010 and 2009. Future minimum rent commitments under this facility lease are as follows: Year Ending December 31, Amount 2011 $ 36,000 2012 36,000 2013 6,000 Total $ 78,000 The Company rents certain construction equipment for specific construction contracts under short-term rental arrangements. Rent expense under these operating leases was $625,000 and $565,000 for the years ended December 31, 2010 and 2009, respectively. NOTE 9 INCOME TAXES The provision for income taxes for the years ended December 31, 2010 and 2009 consists of the following: 2010 2009 Current: Federal $ 211,000 $ 42,000 States 62,000 13,000 Deferred 42,000 5,000 Total Provision for Income Taxes $ 315,000 $ 60,000 The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate of 34% to pretax income for the years ended December 31, 2010 due to the following: 2010 2009 Tax Expense of 34% $ 263,500 $ 57,700 Increase (Decrease) in Income Taxes Resulting from: Benefit of Income Taxed at Lower Rates - (6,000) Tax Credits (4,000) (2,000) Nondeductible Expenses 8,500 1,100 State Income Taxes, Net of Federal Tax Benefit 47,000 9,200 Valuation Allowance - - Total $ 315,000 $ 60,000 (20)
  • 43. SAMPLE CONTRACTING COMPANY, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2010 AND 2009 (SEE ACCOUNTANTS' REVIEW REPORT) NOTE 9 INCOME TAXES (CONTINUED) The components of the deferred income tax asset and liability as of December 31, 2010 and 2009 are as follows: 2010 2009 Deferred Income Tax Liability: Property and Equipment $ 100,000 $ 50,000 Deferred Tax Asset, Net: Allowance for Uncollectible Accounts Receivable, Deferred Tax Asset $ 40,000 $ 14,000 Accrued Expenses, Deferred Tax Liability (18,000) - Net Unrealized Appreciation on Securities Available-for-Sale, Deferred Tax Liabilities (7,000) (2,000) Deferred Tax Asset, Net $ 15,000 $ 12,000 NOTE 10 QUALIFIED RETIREMENT PLAN The Company has adopted a profit sharing plan for non-union employees meeting the eligibility requirements. Contributions to the Plan are at the discretion of the Company's Board of Directors. Contribution expense for the years ended December 31, 2010 and 2009 was $50,000 and $40,000, respectively. NOTE 11 BUY-SELL AGREEMENT The stockholders and the Company have a buy-sell agreement. In the event of a stockholder’s death, the Company has the option to redeem the applicable shares of common stock at a price determined under the terms of the agreement. The Company carries $1,000,000 of life insurance on each stockholder to partially or completely fund this agreement. Any remaining balance is to be paid in five equal annual installments with interest at 8%. NOTE 12 RELATED PARTY TRANSACTIONS The Company has made advances to officers of $20,000 and $50,000 in 2010 and 2009, respectively. These advances are unsecured and bear interest at prime. Interest income was $5,000 and $4,000 for the years 2010 and 2009, respectively. (21)
  • 44. SAMPLE CONTRACTING COMPANY, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2010 AND 2009 (SEE ACCOUNTANTS' REVIEW REPORT) NOTE 13 COMMITMENTS AND CONTINGENCIES The Company maintains and pays certain of its insurance under retrospective insurance policies. As of December 31, 2010, the Company has an outstanding irrevocable letter of credit expiring December 31, 2011, of $500,000 issued in favor of the Company's workers compensation insurance carrier. The Company is a defendant on claims relating to matters arising in the ordinary course of their construction business. Certain of the claims are insured but subject to varying deductibles and certain of the claims are uninsured. The amount of liability, if any, from the claims cannot be determined with certainty, however, management is of the opinion that the outcome of the claims will not have a material adverse impact on the Company’s financial position. A claim for $180,000 has been filed against the Company and its bonding company arising out of the failure of a subcontractor of the Company to pay its suppliers. In the opinion of counsel and management, the outcome of this claim will not have a material effect on the Company's financial position, results of operations or cash flows. The Company has commitments for purchases of equipment at December 31, 2010 of $120,000. . (22)
  • 46. SAMPLE CONTRACTING COMPANY, INC. SCHEDULE OF EARNINGS FROM CONTRACTS PERFORMED DURING 2010 (SEE ACCOUNTANTS' REVIEW REPORT) Contract Cost Of Revenues Contract Gross Earned Revenues Profit Contracts Completed During 2010 $ 14,550,000 $ 12,730,000 $ 1,820,000 Contracts In Progress At Year End 3,950,000 3,550,000 400,000 $ 18,500,000 $ 16,280,000 $ 2,220,000 (23)
  • 47. SAMPLE CONTRACTING COMPANY, INC. SCHEDULE OF CONTRACTS COMPLETED DURING 2010 (SEE ACCOUNTANTS' REVIEW REPORT) Contract Totals Before January 1, 2010 Year Ended December 31, 2010 Contract Cost of Gross Contract Cost of Gross Contract Cost of Gross Job # Contract Revenues Contract Profit Revenues Contract Profit Revenues Contract Profit Earned Revenues Earned Revenues Earned Revenues 1 Completed Job $ 10,000,000 $ 8,000,000 $ 2,000,000 $ 5,000,000 $ 4,000,000 $ 1,000,000 $ 5,000,000 $ 4,000,000 $ 1,000,000 2 Completed Job 5,000,000 4,730,000 270,000 - - - 5,000,000 4,730,000 270,000 3 Completed Job 4,550,000 4,000,000 550,000 - - - 4,550,000 4,000,000 550,000 $ 19,550,000 $ 16,730,000 $ 2,820,000 $ 5,000,000 $ 4,000,000 $ 1,000,000 $ 14,550,000 $ 12,730,000 $ 1,820,000 (24)
  • 48. SAMPLE CONTRACTING COMPANY, INC. SCHEDULE CONTRACTS IN PROGRESS AT DECEMBER 31, 2010 (SEE ACCOUNTANTS' REVIEW REPORT) Year Ended December 31, 2010 At December 31, 2010 Cost & Billings Estimated In Excess Total Estimated Contract Cost of Earnings In Of Cost & Contract Estimated Gross Revenues Contract Gross Billings Excess Of Estimated Job # Contract Price Cost Profit Earned Revenues Profit To Date Billings Earnings 4 Underbilled Job $ 7,850,000 $ 7,056,885 $ 793,115 $ 2,780,972 $ 2,500,000 $ 280,972 $ 2,230,972 $ 550,000 $ - 5 Overbilled Job 3,300,000 2,964,000 336,000 1,169,028 1,050,000 119,028 1,619,028 - 450,000 $ 11,150,000 $ 10,020,885 $ 1,129,115 $ 3,950,000 $ 3,550,000 $ 400,000 $ 3,850,000 $ 550,000 $ 450,000 (25)
  • 49. SAMPLE CONTRACTING COMPANY, INC. SCHEDULE OF COST OF CONTRACT REVENUES AND GENERAL AND ADMINISTRATIVE EXPENSE YEARS ENDED DECEMBER 31, 2010 AND 2009 (SEE ACCOUNTANTS' REVIEW REPORT) 2010 2009 AMOUNT PERCENT AMOUNT PERCENT COST OF CONTRACT REVENUES Materials $ 5,250,000 28.4 % $ 4,500,000 36.0 % Labor 4,625,000 25.0 3,000,000 24.0 Subcontract Expense 3,325,000 18.0 1,236,000 9.9 Employee Benefits 1,295,000 7.0 810,000 6.5 Payroll Taxes 465,000 2.5 310,000 2.5 Equipment Rental 625,000 3.4 565,000 4.5 Gas, Fuel, Oil 375,000 2.0 354,000 2.8 Depreciation 320,000 1.7 275,000 2.2 Total Contract Costs $ 16,280,000 88.0 % $ 11,050,000 88.4 % GENERAL AND ADMINISTRATIVE EXPENSE Salaries and Wages, Office $ 768,000 4.2 % $ 646,000 5.2 % Payroll Taxes 40,000 0.2 39,000 0.3 Employee Benefits 75,000 0.4 70,000 0.6 Retirement Plan Contribution 50,000 0.3 40,000 0.3 Office Facilities Expense 300,000 1.6 300,000 2.4 Office Supplies and Expense 7,000 0.0 5,000 0.0 Provision for Uncollectible Accounts 70,000 0.4 10,000 0.1 Depreciation 30,000 0.2 25,000 0.2 Total General and Administrative Expense $ 1,340,000 7.2 % $ 1,135,000 9.1 % (26)
  • 50. SAMPLE S-CORP CONTRACTING COMPANY, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2010 AND 2009 (SEE ACCOUNTANTS' REVIEW REPORT) NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Income Taxes The Company elected to be taxed as an S Corporation for federal and state income tax purposes and, therefore, is not taxed as a separate entity. As such, the Company’s taxable income or loss is included in the stockholders’ individual income tax return, based on their stock ownership. Therefore, no provision for income taxes related to the Company’s income is included in the financial statements. The Company adopted the income tax standard for uncertain tax positions, on January 1, 2009. There was no impact to the Company's financial statements as a result of the implementation. The Company’s income tax returns are subject to review and examination by federal and state authorities. The tax returns for the years 2007 to 2010 are open to examination by federal and state authorities. The Company recognizes income from long-term construction contracts on the percentage- of-completion method for financial statement purposes and on the completed contract method for tax reporting purposes. The Company’s S Corporation income tax return depreciates property and equipment using accelerated lives and methods of depreciation. The depreciation, certain leasehold improvements, and differences in the recognition of profit on uncompleted contract are allowed as expenses and income in different years. The cumulative amounts of these differences between tax and financial statement methods of accounting are summarized as follows as of December 31, 2010 and 2009: 2010 2009 Retained Earnings, Accompanying Financial Statements $ 2,050,000 $ 1,590,000 Difference Between Book and Tax Regular Accounting Method (13,426) (50,072) Difference Between Book and Tax Long Term Contract Method (247,476) (79,872) Net Fixed Asset Value Difference for Tax Purposes (197,433) (149,060) Tax Return Accumulated Retained Income $ 1,591,665 $ 1,310,996 It is expected that there will not be a 2011 distribution to the shareholder to fund the 2010 Corporation income tax liability. The anticipated shareholder Federal tax liability on deferred items at December 31, 2010 is approximately $160,000. Subsequent Events In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through March 4, 2011, the date on which the financial statements were available to be issued. (9)