EX-99.2 9 c72650exv99w2.htm EXHIBIT 99.2 Filed by Bowne Pure Compliance
 

Exhibit 99.2
EYAK TECHNOLOGY, LLC
A SUBSIDIARY OF EYAK CORPORATION
FINANCIAL STATEMENTS
(Not covered by Auditors’ Report)
DECEMBER 31, 2006 AND 2005

 

 


 

         
    Page  
 
       
Financial Statements — (Not covered by Auditors’ Report)
       
 
       
Balance Sheets
    2 - 3  
 
       
Statements of Income
    4  
 
       
Statements of Members’ Equity
    5  
 
       
Statements of Cash Flows
    6-7  
 
       
Notes to Financial Statements
    8 - 14  
 
       

 

1


 

Eyak Technology, LLC
Balance Sheets
                 
    (Not covered by     (Not covered by  
    Auditors’ Report)     Auditors’ Report)  
December 31,   2006     2005  
Assets
               
Current assets
               
Cash and cash equivalents
  $ 3,906,870     $ 4,504,928  
Accounts receivable
    26,812,518       15,999,972  
Inventory
    855,448        
Deferred contract costs
    21,781,829       3,315,439  
Prepaid expenses
    1,554,497       1,022,156  
 
           
 
               
Total current assets
    54,911,162       24,842,495  
 
           
 
               
Property and equipment, net
    207,559       236,582  
 
           
 
               
Other assets
               
Loans receivable — related parties
    145,557       157,644  
Deposits
    69,582       69,622  
 
           
 
               
Total other assets
    215,139       227,266  
 
           
 
               
Total assets
  $ 55,333,860     $ 25,306,343  
 
           
The accompanying Notes to Financial Statements are an integral part of these financial statements.

 

-2-


 

Eyak Technology, LLC
Balance Sheets
                 
    (Not covered by     (Not covered by  
    Auditors’ Report)     Auditors’ Report)  
    2006     2005  
Liabilities and Members’ Equity
               
Current liabilities
               
Borrowings under STAR agreement
  $ 5,814,280     $  
Accounts payable and accrued expenses
    16,433,468       15,498,508  
Accounts payable — related party
    6,026,138       4,308,327  
Accrued salaries and related liabilities
    929,040       171,111  
Deferred revenue
    22,207,718       3,602,624  
 
           
Total current liabilities
    51,410,644       23,580,570  
 
           
 
               
Long term liabilities
               
Deferred rent
    114,173       129,780  
 
           
 
               
Total liabilities
    51,524,817       23,710,350  
 
               
Commitments and contingencies
               
 
               
Members’ equity
    3,809,043       1,595,993  
 
           
 
               
Total liabilities and members’ equity
  $ 55,333,860     $ 25,306,343  
 
           
The accompanying Notes to Financial Statements are an integral part of these financial statements.

 

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Eyak Technology, LLC
Statements of Income
                 
    (Not covered by     (Not covered by  
    Auditors’ Report)     Auditors’ Report)  
Years Ended December 31,   2006     2005  
 
               
Product revenue
  $ 45,940,596     $ 48,365,805  
Services revenue
    46,044,333       24,097,588  
 
           
Total revenue
    91,984,929       72,463,393  
 
           
 
               
Product direct cost (related party purchases of $14,587,528 and $26,156,737 in 2006 and 2005, respectively; see footnote 9)
    42,019,729       45,378,976  
Services direct costs
    37,863,144       19,771,914  
 
           
Total direct costs
    79,882,873       65,150,890  
 
           
 
               
Product gross margin
    3,920,867       2,986,829  
Services gross margin
    8,181,189       4,325,674  
 
           
Total gross margin on revenue
    12,102,056       7,312,503  
 
               
Selling, general and administrative costs
    9,644,550       7,217,061  
 
           
 
               
Income from operations
    2,457,506       95,442  
 
           
 
               
Other income (expense)
               
Interest income
    70,578       33,573  
Interest expense
    (15,034 )      
 
           
 
               
Total
    55,544       33,573  
 
           
 
               
Net income
  $ 2,513,050     $ 129,015  
 
           
The accompanying Notes to Financial Statements are an integral part of these financial statements.

 

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Eyak Technology, LLC
Statements of Members’s Equity
(Not covered by Auditors’ Report)
         
Years Ended December 31, 2006 and 2005  
 
       
Balance, January 1, 2005
  $ 1,766,978  
Distributions
    (300,000 )
Net income
    129,015  
 
     
 
       
Balance, December 31, 2005
    1,595,993  
Distributions
    (300,000 )
Net income
    2,513,050  
 
     
 
       
Balance, December 31, 2006
  $ 3,809,043  
 
     
The accompanying Notes to Financial Statements are an integral part of these financial statements.

 

-5-


 

Eyak Technology, LLC
Statements of Cash Flows
                 
    (Not covered by     (Not covered by  
    Auditors’ Report)     Auditors’ Report)  
Years Ended December 31,   2006     2005  
 
               
Cash flows from operating activities
               
Net income
  $ 2,513,050     $ 129,015  
Adjustments to reconcile net income to net cash (used) provided by operating activities
               
Depreciation
    117,346       89,259  
Bad debt expense
    178,861        
(Increase) decrease in
               
Accounts receivable
    (10,991,407 )     (10,481,344 )
Inventory
    (855,448 )      
Deferred contract costs
    (18,466,390 )     (3,315,439 )
Prepaid expenses
    (532,341 )     4,126,838  
Deposits
    40       12,612  
Increase (decrease) in
               
Accounts payable and accrued expenses
    934,961       11,978,448  
Accounts payable — related party
    1,717,811       1,673,552  
Accrued salaries and related liabilities
    757,929       (493,555 )
Deferred revenue
    18,605,094       (1,571,687 )
Deferred rent
    (15,607 )     129,780  
 
           
Net cash (used) provided by operating activities
    (6,036,101 )     2,277,479  
 
           
 
               
Cash flows from investing activities
               
Purchases of property and equipment
    (88,323 )     (227,766 )
Advances to related party
    (41,968 )     (144,019 )
Repayments from related party
    54,055        
 
           
Net cash used by investing activities
    (76,236 )     (371,785 )
 
           
The accompanying Notes to Financial Statements are an integral part of these financial statements.

 

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Eyak Technology, LLC
Statements of Cash Flows
(continued)
                 
    (Not covered by     (Not covered by  
    Auditors’ Report)     Auditors’ Report)  
Years Ended December 31,   2006     2005  
 
               
Cash flows from financing activities
               
Proceeds from borrowings under STAR agreement
    5,814,279        
Distributions
    (300,000 )     (300,000 )
 
           
Net cash provided (used) by financing activities
    5,514,279       (300,000 )
 
           
 
               
Net change in cash and cash equivalents
    (598,058 )     1,605,694  
 
               
Cash and cash equivalents at beginning of year
    4,504,928       2,899,234  
 
           
Cash and cash equivalents at end of year
  $ 3,906,870     $ 4,504,928  
 
           
 
               
Supplemental cash flow
               
Interest paid
    15,034        
 
           
The accompanying Notes to Financial Statements are an integral part of these financial statements.

 

-7-


 

Eyak Technology, LLC
Notes to Financial Statements
(Not covered by Auditors’ Report)

1.   Organization and significant accounting policies
Organization: Eyak Technology, LLC (the “Company” and “Eyaktek”), a subsidiary of The Eyak Corporation, was incorporated on January 2, 2002, under the laws of the State of Delaware. The Company provides communication solutions, information technology solutions, health care services, and architecture and engineering services to government and civilian federal agencies.
The Company is an Alaskan Native owned 8(a) certified contractor under a program administered by the U.S. Small Business Administration (SBA) and will graduate from the 8(a) program in May 2011. GTSI Corporation is a 37% member in the Company.
Revenue: The Company recognizes revenue from product sales when title passes to the customer, typically upon delivery. When a customer order contains multiple items such as hardware, software and services which are delivered at varying times, the Company determines whether the delivered items can be considered separate units of accounting as prescribed under Emerging Issues Task Force (“EITF”) Issue No. 00-21, Revenue Arrangements with Multiple Deliverables (“EITF 00-21”). EITF 00-21 states that delivered items should be considered separate units of accounting if delivered items have value to the customer on a standalone basis, there is objective and reliable evidence of the fair value of undelivered items, and if delivery of undelivered items is probable and substantially in Eyak Tek’s control.
Generally, the Company is able to establish fair value for all elements of the arrangement. In these instances, revenue is recognized on each element separately. However, if fair value cannot be established or if the delivered items do not have standalone value to the customer without additional services being provided, the Company recognizes revenue on the contract as a single unit of accounting.
In most cases, revenue from hardware and software product sales is recognized when title passes to the customer. Based upon the Company’s standard shipping terms, FOB destination, title passes upon delivery of the products to the customer. However, occasionally Eyak Tek’s customers will request bill-and-hold transactions in situations where the customer does not have space available to receive products or is not able to immediately take possession of products for other reasons, in which case Eyak Tek will store the purchased equipment in its distribution center. Under Staff Accounting Bulletin 104, the Company only recognizes revenue for bill-and-hold transactions when the goods are complete and ready for shipment, title and risk of loss have passed to the customer, management receives a written request from the customer for bill-and-hold treatment, and the ordered goods are physically segregated in Eyak Tek’s warehouse from other inventory and cannot be used to fulfill other customer orders.
In accordance with EITF Issue No. 00-10, Accounting for Shipping and Handling Fees and Costs, the Company records freight billed to customers as sales and the related shipping costs as cost of sales.


 

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Eyak Technology, LLC
Notes to Financial Statements
(Not covered by Auditors’ Report)

Revenue from fixed-price type service contracts is recognized under the proportional performance method of accounting, with costs and estimated profits included in contract revenue as work is performed. If actual and estimated costs to complete a contract indicate a loss, a provision is made currently for the loss anticipated on the contract. Revenue from time and materials contracts is recognized as costs are incurred at amounts represented by the agreed-upon billing amounts. Occasionally the Company hires third party contractors to carry out our service obligations. In this circumstance, revenue is recognized over the performance period.
Revenue recognized on contracts for which billings have not been presented to customers at year end is included in the accounts receivable classification on the accompanying balance sheets.
Payments received in advance of the performance of services are included in the accompanying balance sheets as deferred revenue.
Cash and cash equivalents: For purposes of financial statement presentation, the Company considers all highly liquid debt instruments with initial maturities of ninety days or less to be cash equivalents. The Company maintains cash balances which may exceed federally insured limits. Management does not believe that this results in any significant credit risk.
Accounts receivable: The Company provides for an allowance for doubtful accounts based on management’s best estimate of possible losses determined principally on the basis of historical experience and specific allowances for known troubled accounts, if needed. All accounts, or portions thereof that are deemed to be uncollectible or that require an excessive collection cost are written off to the allowance for doubtful accounts. At December 31, 2006 management recorded an allowance of $179,861 for estimated doubtful accounts. At December 31, 2005, management deemed all accounts receivable to be collectible.
Marketing assistance fees: The Company has entered into agreements that provide for the payment of marketing assistance fees from certain vendors based on the amount of products sold. These fees are considered to be a reduction of direct costs.
Deferred contract costs: Deferred contract costs consist primarily of amounts paid to third party vendors in support of annual or periodic service agreements directly related to amounts included in deferred revenue at the period end. These annual or periodic service agreements relate to contracts to provide satellite bandwidth; computer and networking hardware maintenance; software support and upgrade rights; and other service agreements. Deferred contract costs are charged to direct costs in the period in which the service is rendered to the customer.
Prepaid expenses: Direct cost payments made to vendors in advance of performance of services or shipments of products are charged to prepaid expenses in the accompanying balance sheets. Payments made to vendors in advance of performance of services for indirect costs are charged to prepaid expenses in the accompanying balance sheets. Prepaid expenses are charged to direct and indirect costs in the period in which the service or product is rendered to the Company.


 

-9-


 

Eyak Technology, LLC
Notes to Financial Statements
(Not covered by Auditors’ Report)

Inventory: Inventory consists primarily of computer equipment and is stated at the lower of cost or market using the specific identification method. The majority of the Company’s inventory at any time is made up of in-transit inventory. These are products that have been drop shipped by a vendor but not received by the end user prior to period end.
Property and equipment: Property and equipment are recorded at the original cost and are being depreciated on a straight-line basis over estimated lives of three to seven years. Leasehold improvements are amortized over the life of the assets or the remaining period of the lease whichever is shorter.
Deferred rent: The Company recognizes the minimum non-contingent rents required under operating leases as rent expense on a straight-line basis over the life of the lease, with differences between amounts recognized as expense and the amounts actually paid recorded as deferred rent on the accompanying balance sheets.
Income taxes: The Company is taxed as a partnership, and therefore, does not pay Federal and state corporate income taxes since the tax attributes of the Company are reported on the members’ income tax returns. Consequently, no provision for income taxes has been provided in the accompanying financial statements.
Use of accounting 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.


 

-10-


 

Eyak Technology, LLC
Notes to Financial Statements
(Not covered by Auditors’ Report)

2.   Accounts receivable
Accounts receivable at December 31, 2006 and 2005, consist of amounts due under contracts in progress with Federal government agencies, primarily the Department of Defense, and commercial entities. The components of accounts receivable are:


                 
    2006     2005  
Billed receivables
  $ 26,779,228     $ 15,921,301  
Unbilled receivables
    212,151       78,671  
 
           
 
               
Total
  $ 26,991,379     $ 15,999,972  
Less: Allowance for doubtful accounts
    (178,861 )      
 
           
 
               
Total
  $ 26,812,518     $ 15,999,972  
 
           

 

-11-


 

Eyak Technology, LLC
Notes to Financial Statements
(Not covered by Auditors’ Report)

Of the total receivables outstanding as of December 31, 2006 and 2005, approximately 47% and 55% are due from four and one customer(s), respectively. During the years ended December 31, 2006 and 2005, approximately 41% and 46% of total contract revenues were generated from three customers, respectively. At December 31, 2006, account receivables totaling $4,917,431 were assigned as collateral pursuant to the Company’s STAR agreement. (Note 7)


3.   Prepaid expenses
Prepaid expenses consist of the following at December 31:


                 
    2006     2005  
 
               
Prepaid direct contract costs
  $ 1,452,553     $ 782,498  
Prepaid indirect costs
    101,944       239,658  
 
           
 
               
Total
  $ 1,554,497     $ 1,022,156  
 
           

4.   Property and equipment
Property and equipment consist of the following at December 31:


                 
    2006     2005  
 
               
Furniture, fixtures and equipment
  $ 359,659     $ 300,181  
Software
    61,694       32,849  
Leasehold improvements
    54,966       54,966  
 
           
 
               
Total
    476,319       387,996  
 
               
Less: Accumulated depreciation
    (268,760 )     (151,414 )
 
           
 
               
Net
  $ 207,559     $ 236,582  
 
           

 

-12-


 

Eyak Technology, LLC
Notes to Financial Statements
(Not covered by Auditors’ Report)

5.   Accounts payable and accrued expenses
Accounts payable and accrued expenses consist of the following at December 31:


                 
    2006     2005  
 
               
Trade payables
  $ 15,600,454     $ 15,122,700  
Other accrued expenses
    833,014       375,808  
 
           
 
               
Total
  $ 16,433,468     $ 15,498,508  
 
           

6.   Note payable -
line of credit and STAR agreement
The Company had a revolving line of credit agreement with GTSI Corp. which expired on June 25, 2006. Under the terms of the agreement, the Company could borrow up to $1,500,000, with interest at the London InterBank Offered Rate (LIBOR) plus 2.5%. The Company did not utilize the line of credit during any of the periods presented. The Company let the credit agreement with GTSI Corp. lapse in anticipation of securing a credit facility with a financial institution.
During 2006, the Company entered into a “Short Term Accounts Receivable Program” (STAR Agreement) with a finance company. Under the terms of the agreement, the Company may obtain advances on approved customer purchase orders. Interest charges accrue at 1.45% per month once the advance has been outstanding for 45 days. No interest accrues for advances outstanding less than 45 days. Advances under the agreement are secured by specific accounts receivable of the Company and are due on demand.
At December 31, 2006 $4,917,431 of accounts receivable have been assigned.
Borrowing under the STAR agreement was $5,814,280 at December 31, 2006.


7.   Retirement plan
The Company sponsors a 401(k) tax deferred retirement plan under the Internal Revenue Code to provide retirement benefits for all eligible employees. Participating employees may voluntarily contribute up to limits provided by Internal Revenue Service regulations. The Company did not make any contributions to the plan during the years ended December 31, 2006 and 2005. Subsequent to year end the Board of Directors approved an employer match to the 401(k) beginning January 1, 2007.


 

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Eyak Technology, LLC
Notes to Financial Statements
(Not covered by Auditors’ Report)

8.   Operating leases
The Company is obligated, as lessee, under non-cancelable operating leases for office space in Alaska, Pennsylvania, Virginia and Seoul, South Korea. The minimum payments required under the leases are expensed on a pro rata basis over the term of the leases. The difference between the amounts expensed and the required lease payments is reflected as deferred rent in the accompanying balance sheets.
The following is a schedule by years of future minimum rental payments required under the operating leases that have an initial or remaining non-cancelable lease term in excess of one year as of December 31, 2006:


         
Year Ending      
December 31   Total  
 
       
2007
  $ 294,147  
2008
    305,379  
2009
    243,221  
 
     
 
       
Total
  $ 842,747  
 
     

Total rent expense for the years ended December 31, 2006 and 2005 was $326,856 and $241,409, respectively.


9.   Related party transactions
The Company has an unsecured loan to The Eyak Corporation, a 51% member in the Company. Interest is due annually at 3.75% and there are no stated repayment terms. The balance at December 31, 2006 and 2005 is $12,981 and $14,257, respectively.
During the years ended December 31, 2006 and 2005, the Company provided assistance to a wholly-owned subsidiary of The Eyak Corporation, Eyak Environmental Sciences, LLC (EES), in the form of managerial governance and project management. In the course of this assistance, the Company paid on behalf of EES operating expenses in the amount of $268,411, which is to be fully reimbursable to the Company by The Eyak Corporation. The balance at December 31, 2006 and 2005 is $132,576 and $143,387, respectively.


 

-14-


 

Eyak Technology, LLC
Notes to Financial Statements
(Not covered by Auditors’ Report)

The Company executed a mentor-protege agreement with GTSI Corporation, a 37% member in the Company. As part of the mentor-protege relationship, the Company purchases products offered for resale directly from GTSI. During the years ended December 31, 2006 and 2005, the Company purchased $14,587,528 and $26,156,737, respectively, of products from GTSI. Sales commissions are allocated between the Company and GTSI based on 7.5% and 15%, respectively, of gross profit margin from transactions when the Company resells GTSI’s products. The adjusted gross profit margin for these transactions is then split between the Company and GTSI.
At December 31, 2006 and 2005, the Company has outstanding accounts payable to GTSI of $6,026,138 and $4,308,327, respectively, for purchases of GTSI’s products.
During the years ended December 31, 2006 and 2005, the Company recorded $36,000 and $45,800, respectively, of expenses to the Andrews Group, Inc., a Company owned by a member of the Company’s board of directors, for subcontractor services.
The Company leases office space from the Andrews Group in Anchorage, Alaska with an annual term that expires in 2010. Payments are due monthly in the amount of $1,200. During the years ended December 31, 2006 and 2005, rent expense under this lease was $14,400 and $10,800, respectively.
During 2003, the Company formed a joint venture with GTSI called EG Solutions. Business operations have not begun as of December 31, 2006.


10.   Commitments and contingencies
The Company derives a substantial portion of its revenue under contracts with the Federal government. These revenues are subject to adjustment upon audit. Management does not expect such adjustments, if any, to have a material effect on the Company’s financial position or results of operations. The Company is occasionally involved in various lawsuits, claims, and administrative proceedings arising in the normal course of business.
The Company believes that any liability or its loss associated with such matters, individually or in aggregate will not have a material adverse effect on the Company’s financial condition or its results of operations.


 

-15-