2-BPM006894_Solicitation_Attachment_9_With_RDO_Financial_Information_ Final.pdf

Solicitation Attachment – Experience and Capacity Response | Revision No. 1 | Revised 11-22

Request for Proposal

Solicitation No. BPM006894

Global Navigation Satellite System (GNSS) Receivers and Related Equipment

Arizona Department of Administration

State Procurement Office

Attachment 9 – Experience and Capacity Response

THE STATE MAY DETERMINE YOUR PROPOSAL NON-RESPONSIVE IF YOU DO NOT FULLY RESPOND.

The Offeror shall provide a narrative response to each section that demonstrates their understanding of the Scope of Work requirements and describes the company’s overall experience and capacity in providing the Services stated in this

Solicitation. If there is a section that is not applicable to the Services required by the Scope of Work, you may mark it “N/A”.

Offeror shall provide a response either after each section or in a separate document entitled: “Attachment -

Experience and Capacity Response.” If a separate document is used, please clearly designate each section and double-check to ensure that each question has been answered. If any information provided is considered

CONFIDENTIAL by Offeror, the information must be specifically included in the Confidential Information

Designation Attachment and related documentation to be assessed for confidential treatment under A.A.C. R2-7-

103.

1.0 Company Profile. The Offeror must include a narrative description of its organization. The narrative must include the following:

1.1 Brief overview of business operations, with an emphasis on experience in regards to the Scope of Work;

1.2 Location in which the Offeror is incorporated;

1.3 Address of “Main Office” (e.g. Corporate Headquarters and any satellite offices responsible for performance of proposed tasks;

1.4 Offeror's organizational chart relevant to the Contract, specifically identifying the key point of contact for all questions related to the submitted Offer;

1.5 Full disclosure of any potential conflict of interest between the Offeror and any State employee who functions or has responsibilities in the review or approval of the undertaking or carrying out of the Contract;

1.6 A Statement of whether, in the last five (5) years, the Offeror has filed (or had filed against it) any bankruptcy or insolvency proceeding, whether voluntary or involuntary, or undergone the appointment of a receiver, trustee, or assignee for the benefit of creditors, and if so, an explanation providing relevant details and current status;

1.7 A Statement of whether there are any pending Securities Exchange Commission investigations involving the

Offeror, and if such are pending or in progress, an explanation providing relevant details and an attached opinion of counsel as to whether the pending investigation(s) may impair the Offeror’s performance in a Contract under this Solicitation;

1.8 A Statement documenting all open or pending litigation initiated by Offeror or where Offeror is a defendant or party in any litigation that may have a material impact on Offeror’s ability to deliver the contracted Services;

1.9 A Statement documenting all open or pending litigation initiated by Offeror or where Offeror is a defendant or party in any litigation with a public sector client;

1.10 Full disclosure of any public sector contracts terminated for cause or convenience in the past five (5) years;

1.11 Full disclosure of any criminal or civil offense;

1.12 Offeror shall provide evidence of any Arizona required business license to provide these Services; AND

1.13 Offeror shall provide copies of any professional or industry certifications that represent the Services detailed in this Solicitation.

Offeror Response:

1.1 Brief Overview of Business Operations: Founded in 1968, RDO Equipment Co. specializes in the sale and support of agriculture, construction, environmental, irrigation, positioning, and surveying equipment from leading manufacturers, including John Deere, Vermeer, and Topcon. With over five decades of experience, RDO Equipment Co. has developed a robust infrastructure to deliver high-quality products and services, ensuring customer satisfaction and operational efficiency. Our expertise in GNSS receivers and related equipment aligns perfectly with the Scope of Work required by this solicitation.

1.2 Location of Incorporation: RDO Equipment Co. is incorporated in Fargo, North Dakota.

1.3 Address of Main Office: The corporate headquarters of RDO Equipment Co. is located at 225 Broadway N, Fargo, North Dakota, 58102. Additionally, we have 8 stores located within Arizona in Chandler, Phoenix, Flagstaff, Prescott, Wellton, Ehrenberg, Tucson, and Yuma.

1.4 Organizational Chart: RDO Equipment Co.'s organizational structure includes key departments such as Sales, Marketing, Finance, Human Resources, and IT. The key point of contact for all questions related to the submitted offer is

Ava Hanson or Gunnar Downey, Government Account Managers.

1.5 Conflict of Interest Disclosure: RDO Equipment Co. confirms that there are no potential conflicts of interest between our company and any State employee who functions or has responsibilities in the review or approval of the undertaking or carrying out of the Contract.

1.6 Bankruptcy or Insolvency Proceedings: In the last five years, RDO Equipment Co. has not filed, nor had filed against it, any bankruptcy or insolvency proceedings, nor undergone the appointment of a receiver, trustee, or assignee for the benefit of creditors.

1.7 SEC Investigations: There are no pending Securities Exchange Commission investigations involving RDO

Equipment Co. that may impair our performance in a Contract under this Solicitation.

1.8 Open or Pending Litigation: N/A

1.9 Litigation with Public Sector Clients: RDO Equipment Co. is not currently involved in any litigation with public sector clients that may affect our ability to deliver the contracted services.

1.10 Terminated Public Sector Contracts: RDO Equipment Co. has not had any public sector contracts terminated for cause or convenience in the past five years.

1.11 Criminal or Civil Offense Disclosure: RDO Equipment Co. has no criminal or civil offenses to disclose.

1.12 Arizona Business License: RDO Equipment Co. will provide evidence of any Arizona required business license to provide these services upon request.

1.13 Professional or Industry Certifications: RDO Equipment Co. holds various professional and industry certifications that represent the services detailed in this solicitation. Copies of these certifications can be provided upon request.

2.0 Company Experience

2.1 What market(s) are your current clients primarily in?

2.2 What experience do you have serving clients in business markets within the State of Arizona?

2.3 What is the range in size of your current clients?

2.4 Utilizing Attachment 10 – References, provide three (3) examples, preferably with contact information that we may utilize, that exhibit your experience with clients relevant to the Services within this Scope of Work? You may expand the Attachment 10 document as necessary to provide supporting documentation and details of the interactions.

2.5 In the last five (5) years, did any of your clients cancel their contracts with your company? If “yes”, why? Please provide as much detail as possible.

Offeror Response:

2.1 Current Client Markets: RDO Equipment Co.'s current clients primarily operate in the agriculture, construction, environmental, irrigation, positioning, and surveying markets. We serve a diverse range of industries, providing high-quality equipment and technology solutions to meet their specific needs.

2.2 Experience in Arizona Business Markets: RDO Equipment Co. has significant experience serving clients in business markets within the State of Arizona. Our Chandler store, which has been operational since 2016, has grown substantially and built strong relationships with local businesses. We have successfully integrated advanced technology solutions, such as GPS and machine control systems, into our clients' operations, enhancing their productivity and efficiency.

2.3 Range in Size of Current Clients: Our current clients range from small businesses to large enterprises. We cater to individual farmers, small construction firms, and large-scale agricultural and construction companies. This wide range allows us to tailor our services and solutions to meet the unique needs of each client, regardless of their size.

2.4 Client References:

1. Derek Bowersox – Maryland Department of Transportation: DBowersox@mdot.maryland.gov

2. Joe Lemeris – South Carolina Department of Natural Resources: LemerisJ@dnr.sc.gov

3. Efrain Reyez – U.S. Navy NAVFAC: efrain.reyes20.civ@us.navy.mil

2.5 Contract Cancellations: No contract cancelations

3.0 Financial/Accounting Information

Offeror must provide evidence of financial stability and capability to fund all costs associated with providing the relevant

Materials or Services throughout the term of the Contract. The latest two (2) years audited annual financial statements including total revenue, net income, and total assets must be submitted with the Offeror’s proposal. If audited financial data is unavailable, explain in full, the reason and provide the latest non-audited financial information including but not limited to balance sheet, income statement, as well as statements of cash flows, and change in financial position. Include information to attest to the accuracy of the information provided.

Submitting additional evidence of financial stability is encouraged, such as a Dun & Bradstreet credit rating, or a recognized equivalent rating. Please provide the respondent’s D&B Number and the composite credit rating. The State reserves the right to verify this information. If a branch or wholly owned subsidiary is bidding on this RFP, please provide the D&B Number and score for the parent company that will be financially responsible for performance of the agreement.

Offeror shall provide information regarding any irregularities that were discovered in any accounts maintained by the

Offeror on behalf of others. Describe the circumstances and disposition of the irregularities.

Offeror Response:

See attachment below. “RDO Equipment Co. and Subsidiaries_FY2024_audited financial statements”

4.0 Certificates/Licenses/Professional Associations

Submit copies of all applicable certifications, licenses, and membership in relevant trade and/or professional associations that demonstrate your ability to provide the proposed Materials or Services. The State would like to see evidence that the Offeror strives for continuous improvement and continuous education for the Offeror’s employees. You may expand this section as needed to include certifications/licenses etc.

Offeror Response:

Both points of contact for this contract, Gunnar Downey (Certificate Number 4865153) and Ava Hanson (Certificate number pending), hold Part 107 Remote Pilot Certification. Additionally, all personnel assigned to customer support and training are also certified Part 107 Remote Pilots. Certificates can be provided upon request.

RDO is a member of the Texas Associated General Contractors of Texas, the Texas Asphalt Pavement Association, and Texas Aggregates and Concrete Association.

In 2023, RDO Equipment Co. was awarded Topcon North American Dealer of the Year, North American Intelligent

Paving Dealer of the Year, and North American Top 10 Dealer. Additionally, RDO has a Master Dealer Certification in

Texas, Montana, California, North Dakota, Minnesota, South Dakota, and Washington.

mailto:DBowersox@mdot.maryland.gov mailto:LemerisJ@dnr.sc.gov mailto:efrain.reyes20.civ@us.navy.mil

5.0 Experience of Key Personnel

Utilizing BPM006894 Solicitation Attachment 6 – Key Personnel, please provide the requested information for at least two (or more) of the key personnel that will frequently interact with the State in a resultant contract. The State is looking for relevant experience and any other evidence of superior performance/service working with customers, especially in the public sector. State reserves the right to contact and verify all information.

Offeror Response: Ava Hanson: Assisted with similar scopes of work with other state and federal agencies.

Gunnar Downey: 5 years of experience with federal, state, and local agencies. Secured BPA with Department of

Homeland Security in 2024. Part 107 Remote Pilot certified, Topcon Technology certificates received.

6.0 Subcontractors

Utilizing BPM006894 Solicitation Attachment 8 – Proposed Subcontractors, please indicate whether your company will directly perform all of the significant Work provided to the State or if some of the Work will be performed by

Subcontractors. If some of the Work will be performed by Subcontractors, please provide details of the type of work and the overall percentage (far right column of the attachment) of the total work that will be performed by each Subcontractor.

State expects all Terms and Conditions of this resultant Contract to flow down to each Subcontractor.

Offeror Response:

RDO Equipment Company will perform all of the Work and will not be using Subcontractors.

RDO Equipment Co.

and Subsidiaries Consolidated Financial Statements April 30, 2024 and 2023

RDO Equipment Co. and Subsidiaries Index

Page(s)

Report of Independent Auditors ............................................................................................................ 1–2

Consolidated Financial Statements

Balance Sheets

Statements of Operations and Comprehensive Income

Statements of Changes in Stockholders’ Equity

Statements of Cash Flows

Report of Independent Auditors

To the Board of Directors and Management of RDO Equipment Co.

Opinion

We have audited the accompanying consolidated financial statements of RDO Equipment Co. and its subsidiaries (the “Company”), which comprise the consolidated balance sheets as of April 30, 2024 and

2023, and the related consolidated statements of operations and comprehensive income, of changes in stockholders’ equity and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the

United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of

America (US GAAS). Our responsibilities under those standards are further described in the Auditors’

Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the consolidated financial statements are available to be issued.

PricewaterhouseCoopers LLP, 45 South Seventh Street, Suite 3400, Minneapolis, MN 55402 T: (612) 596 6000, www.pwc.com/us http://www.pwc.com/us

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with US GAAS, we:

• Exercise professional judgment and maintain professional skepticism throughout the audit.

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks.

Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

• Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

• Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

July 31, 2024

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Income Years Ended April 30, 2024 and 2023

(in thousands of dollars) 2024 2023

Revenues $ 3,418,177

$ 3,215,389

Cost of revenues 2,702,796 2,457,872

Gross profit 715,381 757,517

Selling, general and administrative expenses 492,722 457,869

Operating income 222,659 299,648

Other expense (income)

Interest expense 48,009 26,432

Interest income (1,756) (1,589)

Income before income taxes 176,406 274,805

Income tax provision 1,206 1,787

Net income 175,200 273,018

Less: Net income attributable to the noncontrolling interest (18) (70)

Net income attributable to Parent Company 175,182 272,948

Other comprehensive income

Foreign currency translation adjustment 1,249 1,625

Comprehensive income 176,449 274,643

Less: Comprehensive (income) loss attributable to the noncontrolling interest (71) (197)

Comprehensive income attributable to Parent Company

176,378

274,446

Consolidated Statements of Changes in Stockholders’ Equity

(in thousands of dollars, except share information )

Common

Shares

Issued

Additional

Paid-in

Capital

Retained

Earnings

Accumulated

Other

Comprehensive Income (Loss)

Total Parent

Company

Stockholder's Equity

Noncontrolling

Interests

Total

Equity

Balances at April 30, 2022

$ 111,289

$ 447,737

$ (1,122)

$ 557,904

$ 1,123

$ 559,027

Contributions 119,793 - - 119,793 - 119,793

Purchase of noncontrolling interest in controlled subsidiary - - - - (432) (432)

Net income - 272,948 - 272,948 70 273,018

Dividends - (211,543) - (211,543) - (211,543)

Foreign currency translation adjustment - - 1,498 1,498 127 1,625

Balances at April 30, 2023 100 231,082 509,142 376 740,600 888 741,488

Net income - 175,182 - 175,182 18 175,200

Dividends - (10,158) - (10,158) - (10,158)

Foreign currency translation adjustment - - 1,197 1,197 53 1,249

Balances at April 30, 2024 100 $ 231,082 $ 674,165 $ 1,573 $ 906,820 $ 959 $ 907,779

Consolidated Statements of Cash Flows

(in thousands of dollars)

Cash flows from operating activities Net income

$ 175,200

$ 273,018

Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization of property, plant and equipment

32,072

27,282

Amortization of intangible assets and financing costs 2,996 2,412

Change in interest rate swaps (4,849) (6,556)

Loss (gain) on foreign currency exchange rate 31 (1,878)

Allowance for expected credit losses 1,236 625

Deferred compensation 4,603 6,381

Gain on disposal of property and equipment (2,212) (279)

Equity loss in investee

Change in operating assets and liabilities Accounts receivable

3,483

(18,157)

Inventories (163,790) (355,197)

Prepaid expenses and other current assets 697 (6,029)

Deposits (183) (311)

Floor plan payables 1,374 119,035

Accounts payable (3,375) 17,061

Deferred revenue (114) 1,723

Accrued liabilities and other long-term liabilities 8,867 19,252

Customer advance deposits (9,307) (18,781)

Net cash provided by operating activities 46,800 59,601

Cash flows from investing activities Purchases of rental equipment

(10,576)

(6,937)

Purchases of property and equipment (83,084) (60,668)

Proceeds from disposal of rental equipment 3,201 748

Proceeds from disposal of property and equipment 5,282 2,457

Payments received on notes receivable - 247

Purchase of noncontrolling interest of subsidiary - (431)

Acquisition, net of cash acquired Change in other assets

(147,068)

(9,110)

Net cash used in investing activities (232,245) (73,694)

Cash flows from financing activities Payments on long-term debt

(29,841)

(27,030)

Payments of dividends (158) (91,435)

Net borrowings on revolving base credit facilities 361,438 308,284

Proceeds from operating lines of credit 569,344 163,027

Payments on operating lines of credit (718,384) (342,618)

Book overdraft 1,029 (199)

Payments of financing costs (50) 2,433

Net cash provided by financing activities 183,378 12,462

Effect of foreign exchange rate changes on cash (133) 1,748

Net (decrease) increase in cash and cash equivalents (2,200) 117

Cash and cash equivalents Beginning of year

8,282

8,165

End of year $ 6,082 $ 8,282