EX-99.1 4 v176228_ex99-1.htm

Audited Financial Statements
General Technology Corporation
 
Years ended December 15, 2009 and December 31, 2008 with Report of Independent Auditors
 
Contents

Report of Independent Auditors
2
   
Audited Financial Statements:
 
   
Balance Sheets
3
   
Statements of Operations
4
   
Statements of Cash Flows
5
   
Notes to Financial Statements
6
 
1

 

 
2

 

GENERAL TECHNOLOGY CORPORATION
BALANCE SHEETS
AS OF DECEMBER 15, 2009 AND DECEMBER 31, 2008
(In thousands)

   
DECEMBER 15,
   
DECEMBER 31,
 
   
2009
   
2008
 
ASSETS
           
             
CURRENT ASSETS:
           
Accounts Receivable
  $ 3,945     $ 2,270  
Inventories
    4,444       4,922  
Other Current Assets
    69       90  
                 
Total Current Assets
    8,458       7,282  
                 
FIXED ASSETS:
               
Land and Land Improvements
    735       735  
Buildings and Improvements
    4,967       4,967  
Machinery and Equipment
    2,261       2,072  
                 
Gross Property Plant & Equipment
    7,963       7,774  
Less: Accumulated Depreciation
    (2,843 )     (2,449 )
                 
Net Fixed Assets
    5,120       5,325  
                 
Total Assets
  $ 13,578     $ 12,607  
                 
LIABILITIES & SHAREHOLDERS’ EQUITY
               
                 
CURRENT LIABILITIES:
               
Bank Overdraft
  $ -     $ 18  
Accounts Payable
    1,111       1,512  
Accrued Payroll and Related Expenses
    220       421  
Other Accrued Expenses
    713       422  
Customer Advances
    224       -  
                 
Total Current Liabilities
    2,268       2,373  
                 
Long Term Building Bond Debt
    100       100  
                 
Total Liabilities
    2,368       2,473  
                 
SHAREHOLDERS' EQUITY:
               
Common Stock
    25       25  
Capital Surplus
    13,176       13,842  
Retained Deficit
    (1,991 )     (3,733 )
                 
Total Shareholders' Equity
    11,210       10,134  
                 
Total Liabilities & Shareholders’ Equity
  $ 13,578     $ 12,607  
 
The accompanying notes are an integral part of these financial statements.

 
3

 

GENERAL TECHNOLOGY CORPORATION
 STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 15, 2009 AND DECEMBER 31, 2008
 (In thousands)

   
DECEMBER 15,
   
DECEMBER 31,
 
   
2009
   
2008
 
             
Related Party Net Sales
  $ 276     $ 442  
Un-Related Party Net Sales
    25,936       13,668  
Total Net Sales
    26,212       14,110  
                 
Related Party Cost of Sales
    395       461  
Un-Related Party Cost of Sales
    20,167       13,065  
Total Cost of Sales
    20,562       13,526  
                 
Gross Profit
    5,650       584  
                 
Related Party Selling and Administrative Allocations
    252       817  
Selling and Administrative Expenses
    2,503       2,225  
Total Selling and Administrative
    2,755       3,042  
                 
Operating Profit (Loss)
    2,895       (2,458 )
                 
Other expense
    5       11  
Related Party Interest & Financing Expense
    201       350  
Interest and Financing Expense
    9       6  
                 
Net Income (Loss) before Income Taxes
    2,680       (2,825 )
                 
Provision for (Benefit from) Income Taxes
    938       (989 )
                 
Net Income (Loss)
  $ 1,742     $ (1,836 )
 
The accompanying notes are an integral part of these financial statements.

 
4

 

GENERAL TECHNOLOGY CORPORATION
 STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 15, 2009 AND DECEMBER 31, 2008
 (In thousands)

   
DECEMBER 15,
   
DECEMBER 31,
 
   
2009
   
2008
 
             
CASH FLOWS FROM OPERATING ACTIVITIES:
           
             
Net Income (Loss)
  $ 1,742     $ (1,836 )
                 
Non-cash adjustments:
               
                 
Depreciation
    394       366  
                 
Changes in operating assets and liabilities:
               
                 
Accounts receivable
    (1,675 )     143  
Inventories
    478       (1,648 )
Other current assets
    21       (6 )
Bank Overdraft
    (18 )     (91 )
Accounts payable
    (401 )     358  
Other accrued liabilities
    90       (285 )
Customer advances
    224       -  
                 
Net cash flows from operating activities
    855       (2,999 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
                 
Purchases of plant, property & equipment
    (189 )     (279 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
                 
Capital Contributions (Distributions)
    (666 )     3,278  
                 
CHANGE IN CASH & CASH EQUIVALENTS
    -       -  
                 
CASH AT BEGINNING OF YEAR
    -       -  
                 
CASH AT END OF YEAR
  $ -     $ -  
 
The accompanying notes are an integral part of these financial statements.

 
5

 
 
General Technology Corporation
 
Notes to Financial Statements
December 15, 2009 and December 31, 2008
 
1.
Description of Business
 
General Technology Corporation (the “Company”) is a contract manufacturer that serves customers in the military and defense markets. GTC occupies an important niche in these markets, helping its customers manage their legacy products and programs.  The facility is located in Albuquerque, New Mexico and is supported by a solid management team.
 
2.
Summary of Significant Accounting Policies
 
Use of Estimates
 
In preparing financial statements in conformity with U.S. generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Fiscal Year Reporting
 
The Company was acquired by IEC on December 15, 2009.  Due to a regularly scheduled, two week, year end shutdown, the Company operations for calendar year 2009 ceased on December 18, 2009.  Management determined that the three day “short period” results would be inconsequential in terms of earnings and would not alter in any material manner the understanding of the entity on a stand alone basis.
 
Cash and Cash Equivalents
 
The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents.
 
Accounts Receivable
 
The Company has little to no history of write-offs, and traditionally carries no reserve.
 
Inventory
 
Inventory is stated at the lower of cost, on a first-in, first-out basis, or market. The Company regularly assesses slow-moving, excess and obsolete inventory and maintains a balance sheet reserve against these risks.
 
6

 
Property and Equipment
 
Property and equipment are stated at cost. Depreciation is computed using the straight-line method based on the useful lives of the related assets, which range from 3 to 25 years. Repairs and maintenance of relatively minor items are expensed as incurred. Renewals or betterments of significant items are capitalized. The costs of assets sold or otherwise disposed of and the related accumulated depreciation are eliminated from the accounts and any gain or loss is included as a component of other income or loss.
 
Revenue Recognition
 
The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectability of the selling price is reasonably assured.
 
Shipping and Handling Costs
 
Shipping and handling costs are included as a component of cost of sales in the accompanying statements of operations.
 
Advertising
 
Advertising costs are expensed as incurred.
 
Income Tax
 
As a subsidiary of Crane, net operating losses generated by the Company accrue to the benefit of Crane.  Therefore, no deferred tax benefits have been recognized in these financial statements.
 
Concentration of credit risk
 
The Company is exposed to concentrations of credit risks primarily of trade accounts receivable. The Company routinely assesses the financial strength of its customers, and as a consequence believes that its credit risk exposure related to trade accounts receivable is limited. The
 
Company has little to no experience of writing off uncollectible accounts.
 
3.
Accounts Receivable
 
 
Accounts receivable consists of the following:
 
   
2009
   
2008
 
             
Trade Accounts Receivable
  $ 3,945     $ 2,288  
Less:  Allowance
    -       18  
    $ 3,945     $ 2,270  
 
7

 
4. 
Inventory
 
Inventory consists of the following:
 
   
2009
   
2008
 
Raw materials
  $ 2,808     $ 2,849  
Work in process
    1,850       2,230  
Finished goods
    163       118  
Inventory Reserve
    (377 )     (275 )
    $ 4,444     $ 4,922  
 
5.
Major Customers
 
The Company had three customers who collectively accounted for 83% and 54% of sales and 75% and 81% of accounts receivable at December 15, 2009 and December 31, 2008, respectively.
 
6.
Related Party Transactions
 
As a subsidiary of Crane Co., the Company was involved in various related party transactions.  The impact of these related party transactions is shown separately in the audited financial statements to help the reader understand the materiality of the amounts affecting sales, cost of sales, SG&A expenses and other expenses.  Additionally, there were related party interest expenses as a result of Crane Co. financing the Company’s operations through a period of net loss during fiscal 2008.
 
7.
Long Term Debt
 
The Company has a remaining “bond due” of $100,000 associated with the real property.  This balance is due to the City of Albuquerque, New Mexico.  The City provided an abatement of property taxes for the length of the bond’s term.  The tax abatement will expire in 2019 when the bond matures.
 
8.
Retirement Plan
 
The Company maintains a 401(k) profit sharing plan for their employees. Under the plan, eligible participants who meet certain age and length of service requirements may contribute any percentage up to 60% of their compensation, up to the IRS annual maximum allowed. Employer discretionary matching contributions are provided for in the plan up to 25% of employee contributions, on the first 6% of gross wages contributed only. The plan also allows for a discretionary profit sharing contribution by the company.  Plan expenses incurred were $29,913 and $72,526 for the years ended December 15, 2009 and December 31, 2008 respectively.

 
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