Enclosure 2 Financial Capability Disclosure.pdf
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About this file
This document is a Financial Capability Assessment template (December 2024) that establishes requirements for offerors to demonstrate adequate financial resources to perform a prospective federal contract.
Offerors must submit financial statements as Enclosure 2 under Offer Volume I, including three years of audited or un-audited financial statements plus the most recent interim accounting period if applicable. Required submissions include annual reports with audit opinions, balance sheets, income statements, statements of retained earnings, and statements of cash flows for both the offeror and parent corporation if applicable. All financial statements must be clearly labeled as audited or un-audited with certification dates, and offerors must disclose all off-balance sheet arrangements and related party transactions. Newly established companies without historical financial statements must provide tax returns and projected financial statements instead. Offerors must detail internal and external funding mechanisms, including proposed investments, investor commitment letters, available lines of credit, and all bank term sheets or loan covenant agreements. For entities with parent or holding companies, a guarantee of necessary resources and financing for contract performance is required. For teaming arrangements, joint ventures, or other business combinations, offerors must provide copies of agreements and disclose each participant's financial management responsibilities, funding requirements, and liability limitations.
Additional requirements vary by corporate structure. Privately-held companies must submit Articles of Incorporation and bylaws with amendments, legal entity structure documentation, management and organizational charts, and lists of equity acquisition options and warrants. Both publicly and privately-held companies must provide insurance policy schedules, comparisons of planned versus actual corporate budgets for the last fiscal year and current year to date, and capital budgets. Joint ventures or consortiums must provide Financial Capability Disclosures for all principal member companies or organizations.
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FINANCIAL CAPABILITY ASSESSMENT (DEC 2024)
For purposes of the Government making a responsibility determination, the offeror shall submit the following Financial Capability Disclosure information as Enclosure 2, under Offer Volume
I, in support of the Government’s financial capability assessment.
The offeror shall demonstrate adequate financial resources to perform the prospective contract or demonstrate an ability to obtain the adequate financial resources, as required by FAR 9.104-1(a).
The offeror shall submit financial statements for the three most recent and complete fiscal years and the most recent interim accounting period if applicable.
The offeror shall provide the following statements for the offeror, and the offeror’s parent corporation (if applicable):
• Annual Reports including audit opinions,
• Balance Sheets, Income Statements,
• Statements of Retained Earnings, and
• Statements of Cash Flows.
Offerors shall clearly label all financial statements as audited or un-audited and the date, if applicable, of any certification of the financial statements by the responsible company official; and clearly disclose and explain all off-balance sheet arrangements and related party transactions.
If the offeror is newly established company without financial statements, it shall provide historical tax returns and projected income statements, balance sheets and cash flows.
If a teaming arrangement, joint venture, or other business combination is contemplated, the offeror shall provide a copy of the teaming arrangement and shall disclose each participant’s responsibility for financial management of the venture, funding requirements, limitation of liabilities, and any other information which describes the business arrangement.
The offeror shall submit details of both internal and external funding mechanisms, including any proposed investments, letters of commitment from investors, and available lines of credit.
The offeror shall provide all bank term sheets or loan covenants agreements.
For offerors with parent or holding companies, the offeror shall include the parent company’s or holding company’s guarantee of all necessary and required resources including financing to assure the offeror’s full, complete and satisfactory performance of the contract.
Finally, depending upon whether the offeror is privately or publicly-held, the offeror’s Financial
Capability Disclosure shall also include the following additional information to support the
Government’s financial responsibility determination:
Privately-Held:
1. Certificate or Articles of Incorporation and Bylaws, including all amendments.
2. Legal entity structure, function of all divisions, subsidiaries, or affiliated entities.
3. A management and organizational chart listing executives and officers.
4. List of all options, warrants and other rights to acquire equity securities.
Publicly or Privately-Held:
1. Schedule of insurance policies in effect covering property of the Company and any other insurance policies in force.
2. Comparison of planned corporate fiscal year budget to actual (summary and detail) for last fiscal year and current fiscal year to date.
3. Capital budget.
If the offeror proposes as a joint venture or consortium, the offeror shall provide a Financial
Capability Disclosure for all principal member companies or organizations.
(End of Statement)
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