EX-99.2 3 w69693exv99w2.htm EXHIBIT 99.2 exv99w2
 

Exhibit 99.2

ALPHANATIONAL
TECHNOLOGY SERVICES, INC.

FINANCIAL REPORT

DECEMBER 31, 2003 AND 2002

 


 

C O N T E N T S

         
    Page
INDEPENDENT AUDITOR’S REPORT
    1  
FINANCIAL STATEMENTS
       
Balance Sheets
    2  
Statements of Income
    3  
Statements of Changes in Stockholders’ Equity (Deficit)
    4  
Statements of Cash Flows
    5  
Notes to Financial Statements
    6  

 


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
AlphaNational Technology Services, Inc.
Fort Worth, Texas

We have audited the accompanying balance sheets of AlphaNational Technology Services, Inc. as of December 31, 2003 and 2002 and the related statements of income, changes in stockholders’ equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the balance sheet is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AlphaNational Technology Services, Inc. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

( LOGO)

WEAVER AND TIDWELL, L.L.P.

Fort Worth, Texas
December 5, 2004

4206


 

ALPHANATIONAL TECHNOLOGY SERVICES, INC.
BALANCE SHEETS
DECEMBER 31, 2003 AND 2002

                 
    2003
  2002
ASSETS
               
CURRENT ASSETS
               
Cash and cash equivalents
  $ 3,256     $ 97,869  
Accounts receivable
    667,393       477,773  
Inventory, lower of average cost or market
    301,053       314,567  
Other receivables
    16,594       1,875  
Prepaid Expenses
          12,857  
Deferred taxes
    26,860       8,283  
 
   
 
     
 
 
Total current assets
    1,015,156       913,224  
PROPERTY AND EQUIPMENT, at cost
               
Land
    732,094       732,094  
Furniture and fixtures
    39,622       39,622  
Equipment
    366,368       364,369  
System software
    206,580       206,579  
Leasehold improvements
    64,185       64,185  
 
   
 
     
 
 
 
    1,408,849       1,406,849  
Less accumulated depreciation
    603,135       589,446  
 
   
 
     
 
 
 
    805,714       817,403  
OTHER ASSETS
               
Deposits
    5,100       11,948  
Lexmark customer list - net of amortization
    404,761       547,619  
 
   
 
     
 
 
 
    409,861       559,567  
 
   
 
     
 
 
TOTAL ASSETS
  $ 2,230,731     $ 2,290,194  
 
   
 
     
 
 

The accompanying notes are an integral part of these financial statements.


 

ALPHANATIONAL TECHNOLOGY SERVICES, INC.
BALANCE SHEETS
DECEMBER 31, 2003 AND 2002

                 
    2003
  2002
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
               
CURRENT LIABILITIES
               
Checks issued in excess of bank balances
  $ 27,997     $  
Current portion of long-term debt
    485,402       104,571  
Notes payable
    481,631       483,408  
Note payable to stockholder
    17,000        
Accounts payable
    247,638       95,259  
Accrued liabilities
    176,962       148,891  
Income tax payable
    193,156       490,035  
Other current liabilities
          16,359  
Deferred income
    593,676       890,324  
 
   
 
     
 
 
Total current liabilities
    2,223,462       2,228,847  
LONG-TERM DEBT
    40,414       80,724  
 
   
 
     
 
 
Total liabilities
    2,263,876       2,309,571  
STOCKHOLDERS’ EQUITY (DEFICIT)
               
Common stock, $1 par value; authorized 500,000 shares; issued and outstanding 2003 39,000 shares and 2002 issued 121,000 shares
    39,000       121,000  
Retained earnings (deficit)
    (72,145 )     1,444,723  
 
   
 
     
 
 
Less cost of common shares reacquired for the treasury; 2002 76,500 shares
          (1,585,100 )
 
   
 
     
 
 
Total stockholders’ equity (deficit)
    (33,145 )     (19,377 )
 
   
 
     
 
 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
  $ 2,230,731     $ 2,290,194  
 
   
 
     
 
 

The accompanying notes are an integral part of these financial statements.

Page 2


 

ALPHANATIONAL TECHNOLOGY SERVICES, INC.
STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 2003 AND 2002

                 
    2003
  2002
REVENUE
               
Service revenue
  $ 6,638,522     $ 7,438,284  
Miscellaneous income
    7,134       6,404  
 
   
 
     
 
 
Total revenue
    6,645,656       7,444,688  
COST OF SALES AND SERVICE REVENUES
               
Technician salaries and wages
    773,325       875,416  
Contracted services
    1,107,352       683,179  
Cost of parts
    814,922       1,263,540  
 
   
 
     
 
 
 
    2,695,599       2,822,135  
 
   
 
     
 
 
Gross profit
    3,950,057       4,622,553  
OPERATING EXPENSES
               
Salaries, wages, and payroll taxes
    1,923,229       2,036,943  
Depreciation and amortization
    177,480       188,958  
Insurance
    264,073       164,408  
Rent
    176,715       172,776  
Other general operating expenses
    1,083,456       936,339  
 
   
 
     
 
 
 
    3,624,953       3,499,424  
 
   
 
     
 
 
Income from operations
    325,104       1,123,129  
OTHER INCOME (EXPENSE)
               
Interest expense
    84,551       51,709  
 
   
 
     
 
 
Income before income tax expense
    240,553       1,071,420  
INCOME TAX EXPENSE
    81,788       364,283  
 
   
 
     
 
 
Net income
  $ 158,765     $ 707,137  
 
   
 
     
 
 
Weighted averages shares outstanding
  46,944     48,717  
     
     
 
Earnings per common share – basic and diluted
  $ 3.38     $ 14.52  
     
     
 

The accompanying notes are an integral part of these financial statements.

Page 3


 

ALPHANATIONAL TECHNOLOGY SERVICES, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 2003 AND 2002

                                 
    Common   Retained   Treasury    
    Stock
  Earnings
  Stock
  Total
BALANCE,
                               
December 31, 2001
  $ 121,000     $ 737,586       ($1,420,000 )     ($561,414 )
Repurchase of common stock
                (165,100 )     (165,100 )
Net income
            707,137               707,137  
 
   
 
     
 
     
 
     
 
 
BALANCE,
                               
December 31, 2002
    121,000       1,444,723       (1,585,100 )     (19,377 )
Repurchase of common stock
                (100,000 )     (100,000 )
Cancellation of treasury stock
    (82,000 )     (1,603,100 )     1,685,100        
Dividends
          (72,533 )           (72,533 )
Net income
          158,765               158,765  
 
   
 
     
 
     
 
     
 
 
BALANCE,
                               
December 31, 2003
  $ 39,000       ($72,145 )   $       ($33,145 )
 
   
 
     
 
     
 
     
 
 

The accompanying notes are an integral part of these financial statements.

Page 4


 

ALPHANATIONAL TECHNOLOGY SERVICES, INC.
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2002

                         
    2003
  2002
       
CASH FLOWS FROM OPERATING ACTIVITIES
                       
Net income
  $ 158,765     $ 707,137          
Adjustments to reconcile net income to net cash used in operating activities:
                       
Depreciation and amortization
    177,480       188,958          
Deferred taxes
    (18,577 )     (8,283 )        
Change in operating assets and liabilities:
                       
Accounts receivable
    (189,620 )     942,458          
Other receivables
    (14,719 )     10,321          
Inventory
    13,514       (73,033 )        
Prepaids and deposits
    19,705       (2,297 )        
Checks issued in excess of bank balances
    27,997                
Accounts payable
    152,379       (101,841 )        
Accrued liabilities
    (306,131 )     76,016          
Deferred income
    (296,648 )     (910,457 )        
 
   
 
     
 
         
Net cash provided by (used in) operating activities
    (275,855 )     828,979          
CASH FLOWS FROM INVESTING ACTIVITIES
                       
Capital expenditures
    (3,693 )     (25,046 )        
 
   
 
     
 
         
Net cash used in investing activities
    (3,693 )     (25,046 )        
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Proceeds on short-term debt
    462,039       120,000          
Principal payments on debt
    (104,571 )     (697,092 )        
Distributions to shareholders
    (72,533 )              
Common stock repurchased
    (100,000 )     (165,100 )        
 
   
 
     
 
         
Net cash provided by (used in) financing activities
    184,935       (742,192 )        
 
   
 
     
 
         
Net change in cash and cash equivalents
    (94,613 )     61,741          
CASH AND CASH EQUIVALENTS, beginning of year
    97,869       36,128          
 
   
 
     
 
         
CASH AND CASH EQUIVALENTS, end of year
  $ 3,256     $ 97,869          
 
   
 
     
 
         
SUPPLEMENTARY DISCLOSURE
                       
Interest Paid
  $ 75,504     $ 51,709          
 
   
 
     
 
         

The accompanying notes are an integral part of these financial statements.

Page 5


 

ALPHANATIONAL TECHNOLOGY SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies relative to the carrying value of property and equipment and inventory are indicated in the captions on the balance sheet. Other significant accounting policies are as follows:

Nature of Operations

AlphaNational Technology Services, Inc. (AlphaNational or Company) provides nationwide on-site service on personal computers, printers, fax terminals, typewriters and related products. Services are provided through service contracts for parts and labor repair or time and materials billings. AlphaNational has over 200 technicians strategically located to meet clients’ demands and a central service depot located with the Company’s home office in Fort Worth, Texas.

Revenue Recognition

Revenue is recognized either ratably over the life of maintenance contracts or as service is rendered in the instance of non-contract maintenance. Unearned revenue is stated as deferred income on the balance sheet. The Company bills maintenance contracts either monthly, quarterly, or annually in advance.

Advertising

Advertising costs are expensed as incurred. The amount charged to expense for the years ended December 31, 2003 and 2002 was $354 and $895, respectively.

Depreciation

Depreciation is provided using the straight-line method over the estimated useful lives of the applicable assets, which are generally five to ten years. Leasehold improvements are amortized over eighteen years. The IBM/Lexmark customer list acquired in November 1999 is being amortized over its expected life of seven years. Depreciation and amortization expense charged to operations during the years ended December 31, 2003 and 2002 was $177,480 and $188,958, respectively.

Software Development

The Company capitalizes eligible software development costs associated with computer software used in its development of internet ordering capability. The costs are amortized using the straight-line method over the remaining estimated economic life of the product, which is generally five years.

Inventories

Inventories are stated at the lower of average cost or market. Inventories consist of used parts either purchased in bulk or reclaimed from used machine purchases.

Page 6


 

ALPHANATIONAL TECHNOLOGY SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES - continued

Cash Flows Presentation

The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

Accounts Receivable

All receivables considered doubtful have been charged to current operations and it is management’s opinion that no significant amounts are doubtful of collection.

Income Taxes

The Company uses the liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and income tax carrying amounts of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

NOTE 2. OPERATING LEASES

The Company leases its Fort Worth, Texas offices under a long-term operating lease. Future minimum rental payments required under operating leases that have initial or remaining noncancelable lease terms in excess of one year, as of December 31, 2003, are as follows:

         
2004
  $ 64,513  

The Company leases small offices in other states under various operating leases. Future minimum rental payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year, as of December 31, 2003, are as follows:

         
2004
  $ 23,280  

Rental expense for office space was $176,715 and $172,776 for the years ended December 31, 2003 and 2002, respectively.

Page 7


 

ALPHANATIONAL TECHNOLOGY SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS

NOTE 3. CONCENTRATION OF CREDIT RISK

The Company operates in one industry segment. The Company receives the majority of its revenue in advance through either month-to-month, quarterly or annual maintenance agreements. Historically, credit losses have been minimal. One major customer accounted for more than 26.18% and 60% of net sales for the years ended December 31, 2003 and 2002, respectively.

NOTE 4. SHORT-TERM NOTES PAYABLE

The Company has a bank revolving line-of-credit which expires on April 28, 2004. Under the terms of the line of credit, the Company may borrow up to $400,000 secured by substantially all of its assets, including a specific assignment of $500,000 key-man life insurance on the lives of the Company’s president and chief financial officer. In addition, the stockholders pledged all stock in the Company as security and have personally guaranteed the loan. During 2003, the Company added an additional line-of-credit to borrow up to $100,000 more under the same terms until March 15, 2004. Upon expiration, the $400,000 line-of-credit was renewed under the same terms through April 28, 2005 without the additional $100,000. As of December 31, 2003 and 2002, the Company had an outstanding balance borrowed against the lines-of-credit of $481,631 and $483,408, respectively. Interest is payable monthly at a variable rate of 1.5% above the highest prime rate published in the Wall Street Journal (5.50% at December 31, 2003). As part of the line-of-credit agreement, deposits to the Company’s lockbox are deposited into the Company’s bank account and the bank drafts 70% of the deposits to pay down the line-of-credit.

During 2003, the Company borrowed $17,000 from a majority stockholder with an agreement to repay the note within one week; therefore, no interest was charged on the note.

NOTE 5. LONG-TERM DEBT

Long-term debt at December 31, 2003 and 2002 consisted of the following:

                 
    2003
  2002
Note payable to a financial institution in monthly installments of $6,000 including interest at prime plus 2.5% (6.5% at December 31, 2003), due on demand or January 20, 2006
  $ 446,816     $  
Note payable to current stockholders
          81,295  
Note payable to a former stockholder in monthly installments of $3,500 including interest at 6%, due November 2005
    79,000       112,000  
 
   
 
     
 
 
 
    525,816       185,295  
Less current maturities
    485,402       104,571  
 
   
 
     
 
 
 
  $ 40,414     $ 80,724  
 
   
 
     
 
 

Page 8


 

ALPHANATIONAL TECHNOLOGY SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS

NOTE 5. LONG-TERM DEBT - continued

         
Future maturities of long-term debt are as follows:
       
2004
  $ 485,402  
2005
    40,414  
 
   
 
 
 
  $ 525,816  
 
   
 
 

NOTE 6. INCOME TAXES

     Income tax expense consists of the following for the years ended December 31, 2003 and 2002:

                 
    2003
  2002
Federal
               
Current
  $ 108,648     $ 372,566  
Deferred
    (26,860 )     (8,283 )
 
   
 
     
 
 
 
  $ 81,788     $ 364,283  
 
   
 
     
 
 

The estimated provision for income tax expense differs from the amount calculated by applying the statutory federal income tax rates to income before taxes due to expenses which are non-deductible for federal income tax purposes. The tax effects of temporary differences that give rise to the deferred tax assets at December 31, 2003 and 2002 are inventory reserves which are not deductible for tax purposes until realized.

NOTE 7. RELATED PARTY TRANSACTIONS

The Company paid approximately $43,000 and $7,650 to a shareholder for legal fees for the years ended December 31, 2003 and 2002, respectively.

Page 9