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8-K/A - 8-K/A - KRATOS DEFENSE & SECURITY SOLUTIONS, INC.a13-17062_18ka.htm
EX-99.2 - EX-99.2 - KRATOS DEFENSE & SECURITY SOLUTIONS, INC.a13-17062_1ex99d2.htm

Exhibit 99.1

 

Financial Statements

 

Composite Engineering, Inc.

 



 

CONTENTS

 

 

 

PAGE

 

 

 

FINANCIAL STATEMENTS

 

 

Condensed balance sheets

 

2

Condensed statements of income

 

3

Condensed statements of cash flows

 

4

Condensed notes to financial statements

 

5 – 9

 



 

COMPOSITE ENGINEERING, INC.

CONDENSED BALANCE SHEETS

 

 

 

UNAUDITED

 

 

 

 

 

JUNE 30,

 

DECEMBER 31,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

8,764,689

 

$

146,637

 

Billed contracts receivable

 

3,986,540

 

9,791,261

 

Unbilled contracts receivable

 

7,562,909

 

11,057,100

 

Inventory, net

 

10,874,218

 

11,180,387

 

Prepaid expenses and advances

 

2,482,035

 

1,819,158

 

Restricted cash

 

3,800,000

 

5,700,000

 

 

 

 

 

 

 

Total current assets

 

37,470,391

 

39,694,543

 

 

 

 

 

 

 

EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET

 

6,804,809

 

5,516,612

 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

Restricted cash

 

1,133,889

 

1,133,889

 

Other asset

 

441,631

 

 

Deposits

 

1,236,868

 

1,068,468

 

 

 

 

 

 

 

 

 

$

47,087,588

 

$

47,413,512

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Line of credit

 

$

 

$

4,800,000

 

Accounts payable

 

7,429,328

 

7,479,952

 

Accrued expenses

 

9,193,644

 

9,954,384

 

Unearned income

 

11,483,535

 

6,285,282

 

Note payable - stockholder

 

 

22,427

 

Current maturities of long-term debt

 

734,176

 

500,000

 

Current maturities of capital lease obligations

 

301,826

 

298,132

 

 

 

 

 

 

 

Total current liabilities

 

29,142,509

 

29,340,177

 

 

 

 

 

 

 

LONG-TERM LIABILITIES

 

 

 

 

 

Long-term debt, net of current maturities

 

1,120,235

 

1,166,667

 

Accrued expenses

 

153,706

 

 

Capital lease obligations, net of current maturities

 

376,410

 

490,599

 

 

 

 

 

 

 

Total long-term liabilities

 

1,650,351

 

1,657,266

 

 

 

 

 

 

 

Total liabilities

 

30,792,860

 

30,997,443

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

Common stock, no par value 1,000,000 shares authorized, 300,000 issued and outstanding

 

300,000

 

300,000

 

Additional paid-in capital

 

1,000,000

 

1,000,000

 

Retained earnings

 

14,994,728

 

15,116,069

 

 

 

 

 

 

 

Total stockholders’ equity

 

16,294,728

 

16,416,069

 

 

 

 

 

 

 

 

 

$

47,087,588

 

$

47,413,512

 

 

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

 

2



 

COMPOSITE ENGINEERING, INC.

CONDENSED STATEMENTS OF INCOME (UNAUDITED)

 

 

 

THREE MONTHS ENDED

 

SIX MONTHS ENDED

 

 

 

JUNE 30, 2012

 

JULY 2, 2011

 

JUNE 30, 2012

 

JULY 2, 2011

 

 

 

 

 

 

 

 

 

 

 

CONTRACT REVENUES EARNED

 

$

27,196,211

 

$

24,729,558

 

$

52,076,847

 

$

45,753,654

 

 

 

 

 

 

 

 

 

 

 

COST OF CONTRACT REVENUES

 

23,750,170

 

16,820,947

 

41,329,697

 

31,342,234

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

3,446,041

 

7,908,611

 

10,747,150

 

14,411,420

 

 

 

 

 

 

 

 

 

 

 

GENERAL AND ADMINISTRATIVE EXPENSES

 

5,459,800

 

2,611,276

 

10,780,965

 

5,776,274

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

(2,013,759

)

5,297,335

 

(33,815

)

8,635,146

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

Other, net

 

(121,984

)

7,396

 

(107,575

)

16,811

 

Interest expense

 

(106,139

)

(107,962

)

(189,889

)

(230,919

)

 

 

 

 

 

 

 

 

 

 

Total other expense, net

 

(228,123

)

(100,566

)

(297,464

)

(214,108

)

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

$

(2,241,882

)

$

5,196,769

 

$

(331,279

)

$

8,421,038

 

 

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

 

3



 

COMPOSITE ENGINEERING, INC.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

 

 

SIX MONTHS ENDED

 

 

 

JUNE 30,

 

JULY 2,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net income (loss)

 

$

(331,279

)

$

8,421,038

 

 

 

 

 

 

 

Adjustments to reconcile net income (loss) to net cash and cash equivalents provided by operating activities:

 

 

 

 

 

Depreciation and amortization expense

 

597,916

 

895,230

 

Changes in operating assets and liabilities:

 

 

 

 

 

Billed contracts receivable

 

5,804,721

 

1,328,079

 

Unbilled contracts receivable

 

3,494,191

 

(5,066,336

)

Inventory

 

306,169

 

2,614,127

 

Prepaid expenses

 

(662,877

)

(2,918,114

)

Accounts payable

 

(50,624

)

109,748

 

Accrued expense

 

3,318,904

 

(672,660

)

Unearned income

 

5,198,253

 

7,833,439

 

 

 

 

 

 

 

Net cash from operating activities

 

17,675,374

 

12,544,551

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Acquisition of equipment and leasehold improvements

 

(1,883,889

)

(837,319

)

Proceeds from sale of equipment

 

70,941

 

 

Reductions (additions) to restricted cash

 

1,900,000

 

(6,743,899

)

Increase in other asset

 

(441,631

)

 

Increase in deposits

 

(168,400

)

157,252

 

 

 

 

 

 

 

Net cash from investing activities

 

(522,979

)

(7,423,966

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

Repayments on line of credit

 

(7,550,000

)

(11,750,000

)

Borrowings on line of credit

 

2,750,000

 

9,950,000

 

Repayments on stockholder note

 

(22,427

)

(20,708

)

Borrowings on long-term debt

 

388,695

 

 

Principal payments on long-term debt

 

(200,951

)

(519,017

)

Principal payments on capital lease obligations

 

(183,660

)

(118,966

)

Stockholders’ distributions

 

(3,716,000

)

(1,621,000

)

 

 

 

 

 

 

Net cash from financing activities

 

(8,534,343

)

(4,079,691

)

 

 

 

 

 

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

8,618,052

 

1,040,894

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, beginning of period

 

146,637

 

1,063,735

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, end of period

 

$

8,764,689

 

$

2,104,629

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

189,889

 

$

126,844

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

Assets acquired through capital leases

 

$

73,165

 

$

191,903

 

 

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

 

4



 

COMPOSITE ENGINEERING, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

 

NOTE 1 —SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

 

Basis of presentation — The information as of June 30, 2012 and July 2, 2011 is unaudited. In the opinion of management, these unaudited condensed financial statements include all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for the interim period presented. The results have been prepared in accordance with the requirement of Regulation S-X and do not necessarily include all information and footnotes necessary for presentation in accordance with accounting principles generally accepted in the U.S. (“GAAP”). These unaudited condensed financial statements should be read in conjunction with the financial statements and the related notes included in the Company’s audited annual financial statements for the fiscal year ended December 31, 2011. Interim operating results are not necessarily indicative of operating results expected in subsequent periods or for the year as a whole.

 

Reporting period — The Company operates on a 12 period fiscal year that includes 52 or 53 weeks depending on the year.

 

Cash and cash equivalents — The Company considers all highly liquid instruments with original maturity of three months or less to be cash equivalents.

 

Concentration of credit risk — The Company maintains cash balances that at times exceed federally insured amounts.

 

Five customers represent approximately 88% of the billed contracts receivable balance as of June 30, 2012. Four customers represent approximately 68% of the billed contracts receivable balance as of December 31, 2011. One customer represents approximately 62% of the unbilled contracts receivable balance as of June 30, 2012.  Three customers represent approximately 95% of the unbilled contracts receivable balance as of December 31, 2011.  Revenue from three of the Company’s customers accounted for approximately 76% and 81% of contract revenues earned for the six months ended June 30, 2012 and July 2, 2011, respectively.. These customers are either U.S. government entities or contractors to the U.S. government.

 

Billed contracts receivable — Billed contracts receivable are carried at the original invoice amount and are written off to expense in the period in which they are determined to be uncollectible. Management determines the uncollectability of accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions. Recoveries of receivables previously written off are recorded as income when received. Management’s evaluation resulted in no allowance for doubtful accounts as of June 30, 2012 and December 31, 2011.

 

Inventory Inventories, other than inventoried costs relating to long-term contracts and programs, are stated at the lower of cost (determined on the first-in, first-out method) or market.

 

Inventoried costs relating to long-term contracts and programs are stated at the actual production cost, including factory overhead, initial tooling, and other related non-recurring costs. Inventoried costs relating to long-term contracts and programs are reduced by charging amounts relieved from inventory to cost of contract revenues when the Company starts the target assembly process and the inventory item is released to the production floor.

 

5



 

COMPOSITE ENGINEERING, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

 

NOTE 1 —SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

 

Revenue recognition — Contract revenues earned under long-term contracts are recorded under the percentage-of-completion method. Costs and estimated gross margins are recorded as contract revenues earned as work is performed based on the percentage that incurred costs bear to estimated total costs utilizing the most recent estimates of costs and funding. Cost estimates include costs such as labor, material, and overhead. Some contracts contain incentive provisions based upon performance in relation to established targets, which are recognized in the contract estimates when deemed realizable. Contract change orders and claims are included in contract revenues earned when they can be reliably estimated and realization is probable. Since many contracts extend over a long period of time, revisions in cost and funding estimates during the progress of work have the effect of adjusting earnings applicable to performance in prior periods in the current period. When the current contract estimate indicates a loss, a provision is made for the total anticipated loss in the current period.

 

The asset “Unbilled contracts receivable” represents revenues recognized in excess of amounts billed on long-term contracts in progress. The liability “Unearned income” represents billings in excess of revenues recognized on long-term contracts in progress.

 

The estimated contract value of performance under government fixed-price contracts in process is recognized under the percentage of completion method of accounting where the estimated contract revenue earned is determined on the basis of completion to date (the total contract amount multiplied by percent of performance to date less contract revenues earned recognized in previous periods) and costs (including general and administrative, except as described below) are expensed as incurred.

 

Contract revenues earned under cost-reimbursement contracts are recorded as costs are incurred and include estimated earned fees in the proportion that costs incurred to date bear to total estimated costs. The fees under certain government contracts may be increased or decreased in accordance with cost or performance incentive provisions, which measure actual performance against established targets or other criteria. Such fee adjustments are included in contract revenues earned at the time the amounts can be determined reasonably.

 

Warranty reserve — Included in accrued expenses is $1,075,705 and $935,440 of accrued warranty costs at June 30, 2012 and December 31, 2011, respectively. This represents estimated costs associated with product warranties in conjunction with certain contracts. These costs are expensed as incurred. Contracts are generally covered by a 12-month warranty but may extend to a 36-month warranty period and cover systems, accessories, equipment, parts, and software manufactured by the Company to certain contractual specifications. Warranties cover factors such as non-conformance to specification and defects in material and workmanship.

 

Income taxes — The Company elected S — Corporation status for both federal and state purposes. Under S-Corporation tax provisions, the Company does not pay federal corporate income taxes on its taxable income. Instead, the stockholders are liable for individual federal and state income taxes on their respective shares of the Company’s taxable income.

 

6



 

COMPOSITE ENGINEERING, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

 

NOTE 1 —SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

 

Subsequent events — Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are available to be issued. The Company recognizes in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the condensed balance sheet, including the estimates inherent in the process of preparing the condensed financial statements. The Company’s condensed financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the date of the condensed balance sheet but arose after the condensed balance sheet date and before the condensed financial statements are available to be issued. The Company has evaluated subsequent events through July 22, 2013, which is the date the condensed financial statements were available to be issued as approved by management.

 

NOTE 2 — INVENTORY

 

Inventory consists of the following at:

 

 

 

UNAUDITED

 

 

 

 

 

JUNE 30,

 

DECEMBER 31,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Raw materials

 

$

2,147,483

 

$

2,091,076

 

Project inventory in process

 

9,120,207

 

9,741,077

 

Inventory valuation allowance

 

(393,472

)

(651,766

)

 

 

 

 

 

 

Total inventory

 

$

10,874,218

 

$

11,180,387

 

 

7



 

COMPOSITE ENGINEERING, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

 

NOTE 3 — EQUIPMENT AND LEASEHOLD IMPROVEMENTS

 

Equipment and leasehold improvements consist of the following at:

 

 

 

UNAUDITED

 

 

 

 

 

JUNE 30,

 

DECEMBER 31,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Machinery

 

$

6,709,924

 

$

6,091,921

 

Automotive equipment

 

134,775

 

162,568

 

Office equipment

 

4,596,661

 

2,574,182

 

Leasehold improvements

 

2,140,879

 

2,141,179

 

Equipment held under capital leases

 

 

1,695,801

 

Construction in process

 

2,235,381

 

1,265,856

 

 

 

 

 

 

 

Total equipment and leasehold improvements

 

15,817,620

 

13,931,507

 

 

 

 

 

 

 

Less accumulated depreciation and amortization

 

(9,012,811

)

(8,414,895

)

 

 

 

 

 

 

Equipment and leasehold improvements, net of accumulated depreciation and amortization

 

$

6,804,809

 

$

5,516,612

 

 

NOTE 4 — ACCRUED EXPENSES

 

Accrued expenses consist of the following at:

 

 

 

UNAUDITED

 

 

 

 

 

JUNE 30,

 

DECEMBER 31,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Accrued payroll

 

$

2,825,286

 

$

1,902,196

 

Accrued warranty

 

1,075,705

 

935,440

 

Accrued stockholder distributions

 

 

4,166,779

 

Other accrued expenses

 

5,446,359

 

2,949,969

 

 

 

 

 

 

 

 

 

$

9,347,350

 

$

9,954,384

 

 

8



 

COMPOSITE ENGINEERING, INC.

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

 

NOTE 5 — LINE OF CREDIT AND LONG-TERM DEBT

 

Line of credit — The Company has a $10,000,000 line of credit with its bank that expired on November 13, 2012 (see Note 6). It is secured by equipment, inventory, and contracts receivable and is personally guaranteed by the major stockholders. The line of credit balance bears interest at the lender’s internal prime rate per annum (4% at June 30, 2012), payable monthly. The line of credit contains certain restrictive financial covenants.

 

The balance on the line of credit at June 30, 2012 and December 31, 2011 was $0 and $4,800,000, respectively.

 

Long-term debt — The Company has a long-term note with its bank maturing in April 2015 with $1,465,716 and $1,666,667 principal balances at June 30, 2012 and December 31, 2011, respectively. The note bears interest at the greater of 5.5% or prime plus 1.0%, with interest and fixed principal payable in monthly installments through maturity, at which time all outstanding amounts are due. This note is collateralized by substantially all the assets of the Company.

 

The Company has a long-term note with its bank maturing in December 2017 with $388,695 and $0 principal balances at June 30, 2012 and December 31, 2011, respectively. Monthly interest-only payments at a variable rate of prime plus 0.5% are due on December 31, 2012. At December 31, 2012, the 60-month term portion of the note begins with monthly interest and fixed principal payments due until maturity. This note is collateralized by substantially all the assets of the Company.

 

NOTE 6 — SUBSEQUENT EVENTS

 

In July 2012, the Company was acquired by Kratos Defense and Security Solutions, Inc. Professional fees incurred for the six-month period ended on June 30, 2012 related to the acquisition were $153,530.

 

Subsequent to period end, the Company paid off its long-term debt and the line of credit expired and was not renewed.

 

9