Attached files
file | filename |
---|---|
8-K/A - FORM 8-K/A - GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC. | c09659e8vkza.htm |
EX-99.3 - EXHIBIT 99.3 - GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC. | c09659exv99w3.htm |
EX-23.1 - EXHIBIT 23.1 - GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC. | c09659exv23w1.htm |
EX-99.4 - EXHIBIT 99.4 - GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC. | c09659exv99w4.htm |
Exhibit 99.2
ZYTEL CORPORATION
FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED
JUNE 30, 2010 AND 2009
JUNE 30, 2010 AND 2009
TABLE OF CONTENTS
Page | ||||
Balance Sheets (Unaudited) as of June 30, 2010 and December 31, 2009 |
1 - 2 | |||
Statements of Operations (Unaudited) Six months ended June 30, 2010 and 2009 |
3 | |||
Statements of Cash Flows (Unaudited) Six months ended June 30, 2010 and 2009 |
4 | |||
Notes to Unaudited Financial Statements |
5 - 9 |
ZYTEL CORPORATION
BALANCE SHEETS
(unaudited)
(in thousands except share and per share amounts)
(in thousands except share and per share amounts)
ASSETS
June 30, | December 31, | |||||||
2010 | 2009 | |||||||
CURRENT ASSETS: |
||||||||
Cash and cash equivalents |
$ | 2,835 | $ | 1,557 | ||||
Accounts receivable trade, less allowance for
doubtful accounts of
$45 and $0 in 2010
and 2009, respectively |
2,370 | 2,286 | ||||||
Deferred income taxes |
18 | | ||||||
Other current assets |
5 | 10 | ||||||
Total current assets |
5,228 | 3,853 | ||||||
PROPERTY AND EQUIPMENT net |
17 | 21 | ||||||
TOTAL ASSETS |
$ | 5,245 | $ | 3,874 | ||||
1
LIABILITIES AND STOCKHOLDERS EQUITY
June 30, | December 31, | |||||||
2010 | 2009 | |||||||
CURRENT LIABILITIES: |
||||||||
Accounts Payable |
$ | 3 | $ | | ||||
Accrued wages |
713 | 4 | ||||||
Payroll taxes withheld and accrued |
167 | 243 | ||||||
Income taxes payable |
611 | 987 | ||||||
Liability for unrecognized tax benefits |
1,087 | 1,060 | ||||||
Accrued retirement plan contributions payable |
789 | 476 | ||||||
Total current liabilities |
3,370 | 2,770 | ||||||
STOCKHOLDERS EQUITY: |
||||||||
Common stock $0.10 par value, 1,000 shares authorized,
issued and outstanding |
| | ||||||
Retained earnings |
1,875 | 1,104 | ||||||
Total stockholders equity |
1,875 | 1,104 | ||||||
TOTAL LIABILITIES AND
STOCKHOLDERS
EQUITY |
$ | 5,245 | $ | 3,874 | ||||
See accompanying notes to financial statements.
2
ZYTEL CORPORATION
STATEMENTS OF OPERATIONS
(unaudited)
(amounts in thousands)
(amounts in thousands)
Six Months | ||||||||
Ended June 30, | ||||||||
2010 | 2009 | |||||||
CONTRACT REVENUE |
$ | 8,780 | $ | 7,001 | ||||
DIRECT COSTS OF CONTRACTS |
5,983 | 4,871 | ||||||
GROSS PROFIT |
2,797 | 2,130 | ||||||
INDIRECT EXPENSES |
||||||||
Selling, general and administrative expenses |
1,369 | 1,054 | ||||||
INCOME FROM OPERATIONS |
1,428 | 1,076 | ||||||
OTHER (EXPENSE) INCOME |
||||||||
Interest expense and penalties |
(27 | ) | (65 | ) | ||||
Interest income |
2 | 1 | ||||||
Total other (expense) income |
(25 | ) | (64 | ) | ||||
INCOME BEFORE PROVISION FOR INCOME TAXES |
1,403 | 1,012 | ||||||
PROVISION FOR INCOME TAXES |
582 | 417 | ||||||
NET INCOME |
$ | 821 | $ | 595 | ||||
See accompanying notes to financial statements.
3
ZYTEL CORPORATION
STATEMENTS OF CASH FLOWS
(unaudited)
(amounts in thousands)
(amounts in thousands)
Six Months | ||||||||
Ended June 30, | ||||||||
2010 | 2009 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net income |
$ | 821 | $ | 595 | ||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||
Depreciation expense |
4 | 4 | ||||||
Deferred income taxes |
(18 | ) | | |||||
Bad debt expense |
45 | 88 | ||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable trade |
(129 | ) | (930 | ) | ||||
Other current assets |
5 | 5 | ||||||
Accounts payable |
3 | 6 | ||||||
Accrued wages |
709 | 634 | ||||||
Payroll taxes withheld and accrued |
(76 | ) | (503 | ) | ||||
Income taxes payable |
(376 | ) | 409 | |||||
Liability for unrecognized tax benefits |
27 | 65 | ||||||
Accrued retirement plan contributions payable |
313 | (37 | ) | |||||
Net cash provided by
operating activities |
1,328 | 336 | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
Dividends paid to shareholder |
(50 | ) | | |||||
NET INCREASE IN CASH AND CASH EQUIVALENTS |
1,278 | 336 | ||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
1,557 | 373 | ||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ | 2,835 | $ | 709 | ||||
Supplemental disclosures of cash flows information: |
||||||||
Cash paid for the six month ended: |
||||||||
Interest |
$ | | $ | | ||||
Income taxes |
$ | 976 | $ | 2 | ||||
See accompanying notes to financial statements.
4
ZYTEL CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(in thousands)
(in thousands)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Zytel Corporation (the Company, Zytel, We, Us, Our), incorporated in Florida in
2002, provides architectural conceptualization and system engineering, as well as technical and
acquisition support, to large scale cyber initiatives at the National Security Agency. Zytel
supports the Intelligence Community by supplying the technical leadership and professional
acquisition support required for the design and implementation of multi-billion dollar secure
processing systems. Examples of this include the architectural analysis and management of
multi-program operations, system engineering for large scale information processing initiatives,
data modeling, configuration management, budget estimation, and master program scheduling employing
Earned Value Management.
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. Actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company considers all highly liquid
investments purchased with a maturity of three months or less to be cash equivalents. The Company
continually monitors its position with, and the credit quality of, the financial institutions with
which it invests.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are stated at the amount management expects to collect from outstanding
balances. The provision for uncollectible amounts is continually reviewed and adjusted to maintain
the allowance at a level considered adequate to cover future losses. The allowance is managements
best estimate of outstanding amounts for which collection is considered doubtful, and is determined
based on historical performance that is tracked by the Company on an ongoing basis. Receivable
amounts that management has determined to be uncollectible are charged-off. The losses ultimately
incurred could differ materially in the near term from the amounts estimated in determining the
allowance. The allowance for doubtful accounts was $45 and $0 at June 30, 2010 and December 31,
2009, respectively.
5
Concentration of Credit Risk
The Company grants credit in the normal course of business to customers in the United States.
Management periodically performs credit analysis and monitors the financial conditions of its
customers to reduce credit risk. The majority of the contract revenues and receivables outstanding
are from large corporations which are prime contractors and subcontractors to the Federal
government.
As of the balance sheet date, and periodically throughout the year, the Company maintained
balances in various cash accounts in excess of federally insured limits.
Revenue Recognition
The Company recognizes revenue, when all of the following criteria have been met: (a)
persuasive evidence of an arrangement exists, (b) delivery has occurred or services have been
rendered, (c) the price to the customer is fixed or determinable, and (d) collectability is
reasonably assured.
The Company provides service on a time and materials basis. It recognizes revenue related to
services performed under time and materials contracts in the period performed at standard billing
rates.
Property and Equipment
Property and equipment is stated at cost. Depreciation is provided utilizing the straight-line
method over the estimated useful life for owned assets, of 5 years. The cost of maintenance and
repairs which do not significantly improve or extend the life of the respective assets are charged
to operations as an expense as incurred.
2. PROPERTY AND EQUIPMENT
Property and equipment consists of the following at the balance sheet dates:
June 30, | December 31, | |||||||
2010 | 2009 | |||||||
Property & equipment |
$ | 43 | $ | 43 | ||||
Less: accumulated depreciation |
26 | 22 | ||||||
$ | 17 | $ | 21 | |||||
Depreciation expense for the six months ended June 30, 2010 and 2009 was $4 and $4, respectively.
6
3. INCOME TAXES AND ACCOUNTING CHANGE
Income taxes are accounted for under the asset and liability method. Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the period that includes the
enacted date. The Company will establish a valuation allowance if it determines that it is more
likely then not a deferred tax asset will not be recognized. The Companys deferred income tax
asset at June 30, 2010 of $18 relates to its allowance for doubtful accounts.
For the six months ended June 30, 2010, the provision for income taxes consisted of:
Current | Deferred | Total | ||||||||||
Federal |
$ | 471 | $ | (16 | ) | $ | 455 | |||||
State |
129 | (2 | ) | 127 | ||||||||
$ | 600 | $ | (18 | ) | $ | 582 | ||||||
For the six months ended June 30, 2009, the provision for income taxes consisted of:
Current | Deferred | Total | ||||||||||
Federal |
$ | 330 | $ | | $ | 330 | ||||||
State |
87 | | 87 | |||||||||
$ | 417 | $ | | $ | 417 | |||||||
The provision for income taxes included in the accompanying financial statements differs from
the tax provision that would be recorded on income before income taxes at the statutory Federal
rate primarily due to the effects of graduated rates, state income taxes and certain nondeductible
expenses.
On January 1, 2009, the Company adopted the new guidance for accounting for uncertainty in
income taxes, which imposes a threshold for determining when an income tax benefit can be
recognized. The threshold now imposed for financial statement reporting is generally higher than
the threshold for claiming deductions in income tax returns. The adoption of that guidance
resulted in a decrease to retained earnings of $930 which represents tax benefits and the
associated penalties and interest that were realized through deductions in prior year returns
through 2008 that have been deferred as of the beginning of 2009 (as of January 1, 2009).
The Company maintains that no uncertain tax positions were taken after January 1, 2009.
Therefore, no resulting increase from such positions is included in the Companys Liabilities for
Unrecognized Tax Benefits for the two six month periods ended June 20, 2010 and 2009.
7
As of January 1, 2009, accrued interest and penalties associated with uncertain tax positions
were $41 and $62, respectively. For the six months ended June 30, 2009, accrued interest and
accrued penalties associated with prior years uncertain tax positions increased by $25 and $40
respectively. The Company recognizes accrued interest and penalties associated with uncertain tax
positions as part of other income and expense.
As of December 31, 2009, the Liability for Unrecognized Tax Benefits was $1,060 and included
accrued interest and penalties associated with uncertain tax positions totaling $81 and $140,
respectively. For the six months ended June 30, 2010 the accrued interest and accrued penalties
increased by $25 and $2, respectively. Given these changes, the Liability for Unrecognized Tax
Benefits was $1,087 at June 30, 2010.
In 2009, the Internal Revenue Service (the Service) completed an examination of the
Companys Federal income tax returns for 2006, 2007 and 2008. The examining agent proposed
adjustments relating to officer compensation and other issues that, if sustained, would result in
additional federal incomes taxes for those years. The Company does not agree with the adjustments
proposed by the Service and has commenced the appeals process to contest the proposed tax
deficiencies. The Company is confident that upon final resolution of the issue, any proposed tax
deficiencies will be substantially reduced. Subject to the guidance for accounting for uncertainty
in income taxes, a liability for unrecognized tax benefits, including applicable penalties and
interest and the associated state taxes, interest, and penalties, assuming proper application of
the proposed adjustments to state tax returns, of $1,060 has been recognized as of December 31,
2009.
The Companys U.S. federal income tax returns prior to 2006 are closed, and, as stated above,
the tax returns for 2006, 2007 and 2008 are currently under examination. U.S. state jurisdictions
have statutes of limitations that generally range from three to five years.
4. RELATED PARTY TRANSACTIONS
In the past the Company has paid advances to or borrowed money from its shareholder. No
interest was charged or collected on these amounts. There were no outstanding borrowings or
advances at June 30, 2010 or December 31, 2009. During the first six months of 2010 and 2009 the
Company advanced $0 and $12, respectively to the shareholder, while having no borrowings from the
shareholder.
The Company paid a member of the shareholders family $12 and $9 during the six months ended
June 30, 2010 and 2009, respectively, for tax and accounting services performed. The Company paid
directors fees of $0
and $7 during the six months ended June 30, 2010 and 2009, respectively, to a different member of
the shareholders family.
8
5. EMPLOYEE BENEFIT PLAN
The Company has a profit sharing plan, to which it contributes 25% of the total compensation
of all employees. Contributions are paid into a third-party retirement fund 30 days after the end
of each quarterly close. Contributions to the fund immediately vest. Contributions to the plan for
the six months ended June 30, 2009 amounted to $876.
Effective December 31, 2009, the existing profit sharing plan was terminated and replaced by a
SEP IRA plan effective January 1, 2010. The Company continued to contribute 25% of total
compensation to the SEP IRA plan which is open to all employees who meet the minimum income
threshold for participation in a SEP IRA. Contributions to the plan for the six months ended June
30, 2010 amounted to $1,181.
6. COMMITMENTS AND CONTINGENCIES
The Company leases various physical space on a month-to-month basis. It also leases its
primary corporate office space on a year-to-year basis. The Companys lease commitment related to
its primary corporate office space ends in December 2010 and consists of an obligation to pay a
total of $7 broken into 12 even monthly payments. Rent expense for the six months ended June 30,
2010 and 2009 was $15 and $17, respectively.
7. SUBSEQUENT EVENTS
On
October 1, 2010, all of the outstanding shares of Zytel
Corporation was acquired by Global Defense Technology & Systems, Inc.
9