Attached files

file filename
8-K/A - AMENDMENT NO. 1 TO FORM 8-K - API Technologies Corp.d8ka.htm
EX-2.1 - ASSET PURCHASE AGREEMENT - API Technologies Corp.dex21.htm
EX-99.5 - UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION - API Technologies Corp.dex995.htm
EX-99.4 - UNAUDITED FINANCIAL STATEMENTS OF KII AND K INDUSTRIES - API Technologies Corp.dex994.htm
EX-99.1 - AUDITED FINANCIAL STATEMENTS OF KDS - API Technologies Corp.dex991.htm
EX-99.3 - UNAUDITED FINANCIAL STATEMENTS OF KDS - API Technologies Corp.dex993.htm
EX-23.1 - CONSENT OF WITHUMSMITH+BROWN, PC - API Technologies Corp.dex231.htm

Exhibit 99.2

KII, Inc.

Financial Statements

December 31, 2008 and 2007

With Independent Auditors’ Report


KII, Inc. (formerly “Kuchera Industries, Inc.”)

Table of Contents

December 31, 2008 and 2007

 

 

Independent Auditors’ Report

   1

Financial Statements

  

Balance Sheets

   2

Statements of Operations

   3

Statements of Stockholders’ Equity

   4

Statements of Cash Flows

   5

Notes to Financial Statements

   6-12


Independent Auditors’ Report

To the Stockholders,

KII, Inc:

We have audited the accompanying balance sheets of KII, Inc. (formerly Kuchera Industries, Inc.) as of December 31, 2008 and 2007, and the related statements of operations, stockholders’ equity 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 auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are 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.

The Company and its owners and perhaps other officers and employees are subject to a criminal investigation being conducted by the Inspector General of the Department of Defense and the United States Attorney’s office in Pittsburgh, Pennsylvania (see Note 10).

In our opinion, the financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of KII, Inc. as of December 31, 2008 and 2007 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.

/s/ WithumSmith+Brown, PC

February 26, 2010

New Brunswick, New Jersey


KII, Inc. (formerly “Kuchera Industries, Inc.”)

Balance Sheets

December 31, 2008 and 2007

 

 

     2008    2007

Assets

     

Current assets

     

Cash

   $ 1,207,137    $ 432,570

Accounts receivable, net of allowance for doubtful accounts of $725,564 and $-0- at 2008 and 2007, respectively

     1,797,450      2,104,307

Due from related parties

     281,326      1,379,422

Inventory

     4,615,168      4,064,807

Prepaid expenses

     35,289      11,439

Loans to related parties

     8,174      459,338

Other current assets

     43,458      87,769
             

Total current assets

     7,988,002      8,539,652

Property and equipment, net

     3,302,377      2,385,982
             
   $ 11,290,379    $ 10,925,634
             

Liabilities and Stockholders’ Equity

     

Current liabilities

     

Accounts payable

   $ 247,052    $ 1,172,880

Accrued expenses

     138,923      358,181

Due to related parties

     27,329      26,015

Loan from stockholder

     —        62,277

Current maturities of capital leases

     215,961      163,102
             

Total current liabilities

     629,265      1,782,455

Capital leases, net of current maturities

     1,091,849      71,810

Loan from related party

     139,292      139,292

Stockholders’ equity

     

Class A voting common stock, no par value; authorized 20,000 shares; 10,000 shares issued and outstanding in 2008

     55      600

Class B non-voting common stock, no par value; authorized 200,000 shares; 100,000 shares issued and outstanding in 2008

     545      —  

Retained earnings

     9,429,373      8,931,477
             

Total stockholders’ equity

     9,429,973      8,932,077
             
   $ 11,290,379    $ 10,925,634
             

The Notes to Financial Statements are an integral part of these statements.

 

2


KII, Inc. (formerly “Kuchera Industries, Inc.”)

Statements of Operations

Years Ended December 31, 2008 and 2007

 

 

     2008     2007  

Sales, net

   $ 20,586,849      $ 19,113,028   

Cost of sales

     13,822,137        13,908,210   
                

Gross profit

     6,764,712        5,204,818   

Operating expenses

     4,899,430        3,878,619   
                

Income from operations

     1,865,282        1,326,199   

Other income (expense)

    

Interest income

     28,842        53,994   

Interest expense

     (48,108     (66,428

Other income

     3,578        13,535   

Other expense

     2,054        (3,387
                
     (13,634     (2,286
                

Net income

   $ 1,851,648      $ 1,323,913   
                

The Notes to Financial Statements are an integral part of these statements.

 

3


KII, Inc. (formerly “Kuchera Industries, Inc.”)

Statements of Stockholders’ Equity

Years Ended December 31, 2008 and 2007

 

 

     Common Stock     Common Stock    Retained
Earnings
    Total
Stockholders’
Equity
 
     Voting     Non-Voting     
     Shares     Amount     Shares    Amount     

January 1, 2007

   30,210      $ 600      —      $ —      $ 8,156,994      $ 8,157,594   

Net income

   —          —        —        —        1,323,913        1,323,913   

Distributions to stockholders

   —          —        —        —        (549,430     (549,430
                                          

December 31, 2007

   30,210        600      —        —        8,931,477        8,932,077   

Net income

   —          —        —        —        1,851,648        1,851,648   

Recapitalization of stock

   (20,210     (545   100,000      545      —          —     

Distribution to stockholders

   —          —        —        —        (1,353,752     (1,353,752
                                          

December 31, 2008

   10,000      $ 55      100,000    $ 545    $ 9,429,373      $ 9,429,973   
                                          

The Notes to Financial Statements are an integral part of these statements.

 

4


KII, Inc. (formerly “Kuchera Industries, Inc.”)

Statements of Cash Flows

Years Ended December 31, 2008 and 2007

 

 

     2008     2007  

Cash flows from operating activities

    

Net income

   $ 1,851,648      $ 1,323,913   

Adjustments to reconcile net income to net cash provided by operating activities

    

Depreciation

     404,965        470,647   

Gain on sale of equipment

     (345     (10,991

Bad debt expense

     725,564        —     

Changes in operating assets and liabilities

    

Accounts receivable

     (418,707     920,575   

Due from related parties

     1,098,096        (1,050,890

Inventory

     (550,361     (111,680

Prepaid expenses

     (23,850     (8,778

Other current assets

     44,311        (6,910

Accounts payable

     (925,828     383,950   

Accrued expenses

     (219,258     263,891   

Due to related parties

     1,314        (63,780
                

Net cash provided by operating activities

     1,987,549        2,109,947   

Cash flows from investing activities

    

Purchase of property and equipment, net

     (86,315     (684,185

Proceeds from sale of equipment

     1,300        17,598   

Change in loans to related parties

     451,164        (459,338

Decrease in loans from stockholder

     (62,277     —     
                

Net cash provided (used) by investing activities

     303,872        (1,125,925

Cash flows from financing activities

    

Repayment of obligations under capital lease

     (163,102     (136,774

Distributions to stockholders

     (1,353,752     (549,430
                

Net cash used by financing activities

     (1,516,854     (686,204
                

Net increase in cash

     774,567        297,818   

Cash

    

Beginning of year

     432,570        134,752   
                

End of year

   $ 1,207,137      $ 432,570   
                

Supplemental disclosures of noncash information

    

Equipment purchased with issuance of capital lease

   $ 1,236,000      $ —     
                

Cash paid for:

    

Interest

   $ 48,108      $ 66,428   
                

The Notes to Financial Statements are an integral part of these statements.

 

5


KII, Inc. (formerly “Kuchera Industries, Inc.”)

Notes to Financial Statements

December 31, 2008 and 2007

 

 

1. Nature of Business

KII, Inc. (the “Company”), founded in 1985 and headquartered in Windber, Pennsylvania, is an ISO certified electronic manufacturing service company, offering a full range of capabilities from prototyping to high volume production. The Company specializes in high speed surface mount circuit card assembly. The Company’s customers include both military and commercial organizations located throughout the United States. The Company is dedicated to serving the commercial electronic contract manufacturing industry at the highest possible level. The Company changed its name from Kuchera Industries, Inc. to KII, Inc. in May 2008.

 

2. Summary of Significant Accounting Policies

Revenue Recognition

The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement, delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. Delivery does not occur until products have been shipped and risk of loss and ownership has transferred to the customer.

Accounts Receivable and Collections

Accounts receivable are unsecured, uncollateralized customer obligations. Accounts receivable are stated at the amounts billed to the customer. Customer account balances are considered delinquent if they are not paid in accordance with the invoice or contract. Payments of accounts receivable are allocated to the specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the earliest unpaid invoices.

The carrying amount of accounts receivable is reduced by an allowance for doubtful accounts that reflects management’s best estimate of the amounts that will not be collected. Management individually reviews all accounts receivable balances that are past due and based upon an assessment of current creditworthiness, estimates the portion, if any, of the balance that may not be collected.

Fair Value of Financial Instruments

The carrying amount of financial instruments including cash, accounts receivable, accounts payable, and short-term debt approximate their fair values because of the relatively short maturity of these instruments.

Inventories

Inventories are stated at the lower of cost (average cost) or market and consist of raw materials and work in process inventory.

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization is provided under the straight-line method based upon the following estimated useful lives:

 

Description

  

Estimated

Life (Years)

Trucks and autos

   5

Computers and equipment

   5-7

Furniture and fixtures

   10

Land and leasehold improvements

  

Lesser of estimated life

or term of lease

Major replacements and improvements of property and equipment are capitalized. Minor replacements, repairs and maintenance are charged to expense as incurred. Upon retirement or sale, the cost of the assets disposed and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recorded in operations.

 

6


KII, Inc. (formerly “Kuchera Industries, Inc.”)

Notes to Financial Statements

December 31, 2008 and 2007

 

 

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 periods. Actual results could differ from those estimates.

Income Taxes

The Company has elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code. In addition, the Company has elected to be treated as an S Corporation for Pennsylvania income tax purposes. Under those provisions, the Company does not pay federal corporate income taxes and pays the minimum tax imposed by the State of Pennsylvania. The Company’s stockholders are responsible for individual federal and state income taxes on the Company’s taxable income.

The Company’s accounting policy is to evaluate uncertain tax positions in accordance with the accounting pronouncement on accounting for contingencies.

Valuation of Long-Lived Assets

In accordance with the provisions of the accounting pronouncement on accounting for the impairment or disposal of long-lived assets, the Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Management has determined that no assessment was required for the periods presented in these financial statements.

Concentration of Risk

As of December 31, 2008, the Company had trade accounts receivable with three customers approximating 26, 25, and 10 percent, of the total accounts receivable. The U.S. Department of Defense (either directly or through subcontractors) accounts for a substantial part of the Company’s Sales. Sales to two customers, one of which is a related party, approximated 38 and 20 percent, for the year ended December 31, 2008. As of December 31, 2007, the Company had trade accounts receivable with four customers approximating 40, 13, 11 and 11 percent, of the total accounts receivable. The Company estimates that three customers, one of which is a related party, accounted for 31, 13, and 12 percent, of total revenues for the year ended December 31, 2007.

During the year ending December 31, 2008, the Company had purchases from two vendors who each accounted for 26 percent of total purchases. During the year ended December 31, 2007, the Company had purchases from two vendors who accounted for 16 and 15 percent, of total purchases.

The Company, at times, maintains cash balances at financial institutions in excess of amounts insured by the Federal Deposit Insurance Corporation. Management monitors the soundness of these institutions and has not experienced any collection losses with these institutions.

Shipping and Handling Costs

The Company’s policy is to record shipping and handling costs as a component of cost of sales. Shipping and handling costs amounted to $74,324 and $62,593 at December 31, 2008 and 2007, respectively.

Sales Tax

The Company’s policy is to record sales tax on the sale of its products as a liability, and does not include such amounts in revenue.

Advertising

Advertising costs are expensed as incurred. Total advertising expense for 2008 and 2007 was $16,611 and $34,402, respectively, and is included in operating expenses.

 

7


KII, Inc. (formerly “Kuchera Industries, Inc.”)

Notes to Financial Statements

December 31, 2008 and 2007

 

 

3. Inventories

Inventories consist of the following at December 31:

 

     2008    2007

Raw materials

   $ 1,349,133    $ 1,356,185

Work-in-process

     3,586,831      2,991,163

Less: Provision for obsolete inventory

     320,796      282,541
             
   $ 4,615,168    $ 4,064,807
             

 

4. Property and Equipment

Property and equipment consists of the following at December 31:

 

     2008    2007

Trucks and autos

   $ 92,932    $ 92,932

Computers and equipment

     7,497,520      6,208,673

Furniture and fixtures

     56,067      56,697

Land improvements

     52,402      52,402

Leasehold improvements

     683,211      650,125
             
     8,382,132      7,060,829

Less: Accumulated depreciation

     5,079,755      4,674,847
             

Property and equipment, net

   $ 3,302,377    $ 2,385,982
             

Depreciation expense included as a charge to income for the years ended December 31, 2008 and 2007 was $404,965 and $470,647, respectively.

 

5. Line of Credit – Bank

The Company had a line of credit with a bank that provides for interest at the prime rate, which was 3.25 percent and 7.25 percent at December 31, 2008 and 2007, respectively, with maximum borrowings of $1,000,000. The line was secured by the Company’s receivables, equipment and inventory and was guaranteed by certain stockholders of the Company. The Company’s borrowings ranged from $-0- to $500,000 during the years ended December 31, 2008 and 2007. The Company had no outstanding borrowings at December 31, 2008 and 2007. The line expired on December 30, 2009 and was not renewed.

 

6. Obligations Under Capital Leases

The Company is the lessee of equipment under three capital leases expiring in 2009 and 2015. The asset and liability under the capital leases are initially recorded at the fair value of the asset. The assets are amortized over the lesser of their related lease terms or their estimated productive life.

 

8


KII, Inc. (formerly “Kuchera Industries, Inc.”)

Notes to Financial Statements

December 31, 2008 and 2007

 

 

Obligations under capital leases consist of the following at December 31:

 

      2008    2007

Equipment lease 1, effective interest rate of 19.25 percent per annum, payable in monthly installments of $15,994, final payment of $57,718 due February 2009, secured by the equipment (A).

   $ 71,810    $ 234,912

Equipment lease 2, effective interest rate of 6.5 percent per annum, payable in monthly installments of $13,381, final payment due December 2015, secured by the equipment (A).

     901,110      —  

Equipment lease 3, effective interest rate of 6.5 percent per annum, payable in monthly installments of $4,973, final payment due December 2015, secured by the equipment (A).

     334,890      —  
             
     1,307,810      234,912

Less: Current maturities

     215,961      163,102
             

Obligations under capital lease, net of current maturities

   $ 1,091,849    $ 71,810
             

(A) The equipment lease is with a related party, see Note 7.

A summary of property held under capital leases included in property and equipment is as follows at December 31:

 

      2008    2007

Equipment

   $ 1,811,177    $ 575,177

Less: Accumulated depreciation

     405,809      323,642
             

Property held under capital lease, net

   $ 1,405,368    $ 251,535
             

Depreciation expense on property held under capital lease amounted to $82,167 and $100,614 for the years ended December 31, 2008 and 2007, respectively.

Future minimum lease payments for the next five years ending December 31, are as follows:

 

Years

   Amount

2009

   $ 293,959

2010

     220,247

2011

     220,247

2012

     220,247

2013

     220,247

Thereafter

     440,494
      
     1,615,441

Less: Imputed Interest

     307,631
      
   $ 1,307,810
      

 

9


KII, Inc. (formerly “Kuchera Industries, Inc.”)

Notes to Financial Statements

December 31, 2008 and 2007

 

 

7. Related Party Transactions

The Company, in the normal course of business, purchases and sells inventory with Kuchera Defense Systems, Inc. (“Kuchera Defense”), a Company related by common ownership. As of December 31, 2008 and 2007 Kuchera Defense owed the Company $281,326 and $1,379,422, respectively, which is included in due from related party. The Company had sales to Kuchera Defense of approximately $3,209,000 and $1,817,000 for the years ended December 31, 2008 and 2007, respectively. The Company incurred subcontracting expenses on behalf of Kuchera Defense amounting to approximately $116,000 and $267,000 for the years ended December 31, 2008 and 2007, respectively. In addition, the Company provided a loan to Kuchera Defense which amounted to $250,000 during the year ended December 31, 2007 which was included in loans to related parties, and was repaid in 2008. The loan required interest at 6 percent on the unpaid principal balance and had no definitive repayment terms. Interest income related to the loan amounted to $5,000 and $12,500 for the years ended December 31, 2008 and 2007, respectively.

The Company has various unsecured, short term payables to Kuchera Defense and stockholders which occur in the normal course of business. These payables amounted to $27,329 and $26,015 and are included in due to related parties. These payables have no definitive repayment terms.

The Company has unsecured loans to a stockholder which amounted to $8,174 and $209,338 as of December 31, 2008 and 2007, respectively and which are included in loans to related parties. These loans bear interest at short term federal AFR rate, which was 1.36 percent and 3.88 percent at December 31, 2008 and 2007, respectively, and have no definitive repayment terms. In addition, the Company is indebted to a related party for unsecured loans issued to the Company which had an unpaid balance of $139,292 as of December 31, 2008 and 2007, respectively. The loan requires interest at 8 percent on the unpaid principal balance and has no definitive repayment terms. Interest expense related to this loan amounted to approximately $11,000 for the years ended December 31, 2008 and 2007, respectively. In addition, the Company was indebted to a stockholder for an unsecured loan issued to the Company which had an unpaid balance of $62,277 as of December 31, 2007. The loan did not bear interest and was paid as of December 31, 2008.

During the years ended December 31, 2008 and 2007, the Company received $401,391 and $299,833, respectively, from Kuchera Defense for allocation of cost of sales and operating expenses, which are recorded as a reduction of cost of sales and operating expenses in the statement of operations.

The Company has a sublease agreement with Kuchera Defense to lease a portion of the building occupied (see Note 10). Total rental expense paid to Kuchera Defense amounted to $264,000 for each of the years ended December 31, 2008 and 2007.

The Company leases equipment under an operating lease agreement with a limited partnership. The stockholders of the Company are members of a limited liability company which is the general partner of the limited partnership. Rental expense related to the lease amounted to $96,000 for each of the years ended December 31, 2008 and 2007. In December 2008 the Company entered into two capital lease agreements with the limited partnership to lease additional equipment in the amount of $1,236,000, which is included in capital leases at December 31, 2008 (see Note 6). No payments were due under the leases during the year ended December 31, 2008.

The Company leases equipment under a capital lease agreement with a company under common ownership. At December 31, 2008 and 2007, the remaining balance of the lease was $71,810 and $234,912, respectively, and is included in capital leases (see Note 6). During the years ended December 31, 2008 and 2007, principal payments under the lease amounted to $163,102 and $136,774, respectively. Interest expense related to the lease amounted to $28,825 and $55,154 for the years ended December 31, 2008 and 2007, respectively.

During the years ended December 31, 2008 and 2007, the Company paid $11,890 and $12,000, respectively, for facility usage to an entity related by common ownership.

 

10


KII, Inc. (formerly “Kuchera Industries, Inc.”)

Notes to Financial Statements

December 31, 2008 and 2007

 

 

8. Employee Benefit Plan

The Company has a 401(k) defined contribution plan (the “Plan”) which allows the Company to make discretionary matching contributions of up to 6 percent of the participant’s pre-tax annual compensation for all participating employees as specified by the Plan. During the years ended December 31, 2008 and 2007, the Company contributed $134,960 and $85,011, respectively to the Plan.

 

9. Common Stock

Pursuant to an amended certificate of incorporation in May 2008, the Company completed a recapitalization of the Company’s stock. As a result of this action, the common stock was converted into Class A and Class B common stock. The aggregate number of shares of which the Company shall have the authority to issue is 220,000 of which 20,000 without par value shall be designated Class A Voting Common Shares and 200,000 shall be Class B Non-Voting Shares.

 

10. Commitment and Contingencies

Operating Leases

The Company leases buildings and equipment under various leases expiring in 2009 through 2018. The building leases provide for minimum annual rentals, real estate taxes and other costs. Rental expense for the years ended December 31, 2008 and 2007 amounted to $395,056 and $390,769, respectively, and is included in operating expenses.

Future minimum lease payments for the years ending December 31, are as follows:

 

Year

   Amount

2009

   $ 439,638

2010

     362,440

2011

     298,440

2012

     298,440

2013

     298,440

Thereafter

     1,452,000
      
   $ 3,149,398
      

Litigation

The Company is subject to legal proceedings and claims which arise in the ordinary course of business. Management does not believe that the outcome of any of such proceedings and claims of which it has knowledge will have a material adverse effect on the financial position, operating results or cash flows.

Criminal Investigation

The Company and its owners, President William Kuchera and Chief Financial Officer Ronald Kuchera (and perhaps others), are subject to a criminal investigation by the Office of Inspector General of the Department of Defense and the United States Attorney’s Office for the Western District of Pennsylvania (the “Government Investigation”). As Part of the Government Investigation, the United States Attorney’s Office for the Western District of Pennsylvania has executed search warrants against the Company and President William Kuchera and Chief Financial Officer Ronald Kuchera, and certain other related companies. The Company and President William Kuchera and Chief Financial Officer Ronald Kuchera, and certain other related companies also have received subpoenas to appear before or produce documents for the federal Grand Jury. Additionally, the Company has been informed that the Criminal Investigation Division of the Internal Revenue Service is planning to interview the Company’s accountant in the near future. The Company assumes, but does not know for certain, that this interview is part of the Government Investigation. The Company is unaware of the entire nature or scope of the Government

 

11


KII, Inc. (formerly “Kuchera Industries, Inc.”)

Notes to Financial Statements

December 31, 2008 and 2007

 

 

Investigation and, except as hereinafter provided, there have been no formal allegations or charges of either fraud or illegal acts committed by the Company their officers or any employees; provided, however, the Company believes or suspects that certain aspects of the Government Investigation may relate to matters that include the following:

 

  (i) Based on public filings involving the former officer of an unrelated company and discussions with the United States Attorney’s Office, the Company is aware that Richard Ianieri, the former president of Coherent Systems International “(Coherent”) agreed in court filings to admit that he took $200,000 in bribes from officials at a firm that Coherent hired as a subcontractor. The Company understands that the firm referred to in the Court filings is Kuchera Industries, Inc., a predecessor of Kuchera Industries, LLC.

 

  (ii) The Company believes (a) the Government Investigation may include alleged violations of federal campaign finance law and/or (b) the Internal Revenue Service may be investigating the tax aspects of such certain payments to employees in connection with possible violation of federal campaign finance law.

 

  (iii) The Company believes that the Government Investigation includes an investigation into the validity of certain expenses claimed by the Company either on its tax returns or in its billings related to government contracts.

 

  (iv) On April 23, 2009, the Department of the Navy suspended Kuchera Defense Systems, Inc., Ronald Kuchera, and William Kuchera from new U.S. Government contracts or subcontracts based on allegations by the Defense Contract Audit Agency (“DCAA”) that Kuchera Defense Systems, Inc. had failed to comply with certain federal procurement regulations governing the allowability of costs that may be charged to U.S. Government contracts and subcontracts. The DCAA claimed that the charges constituted possible fraud. The rates for these contracts had not yet been finalized and the years at issue (FY 2004 forward) remained subject to adjustment by government auditors. On June 26, 2009, Kuchera Defense Systems, Inc., Ronald Kuchera, and William Kuchera submitted a comprehensive and detailed response to the DCAA allegations that examined and responded to each issue raised. Following that submission, the Department of the Navy promptly entered into negotiations with Kuchera Defense Systems, Inc. and Ronald Kuchera, and William Kuchera for an Administrative Agreement by which Kuchera Defense Systems, Inc. would adopt certain internal control and reporting procedures, a code of ethics, and conduct periodic training. An agreement was reached on August 13, 2009 and the April 23, 2009 suspension was lifted. However, DCAA did not respond to the detailed submission made by Kuchera Defense Systems, Inc. and Ronald Kuchera, and William Kuchera. The years for which the unallowable costs are asserted remain open. It is not known whether or what adjustments to those costs or what claims DCAA and/or the Navy may assert in the future with respect to these open years.

 

  (v) On December 22, 2009, the Department of the Navy suspended Kuchera Defense Systems, Inc. and William Kuchera and Ronald Kuchera from doing business with the United States Government. On January 11, 2010, as a result of the Navy suspension of Kuchera Defense Systems, Inc., the Navy informed Kuchera Defense Systems, Inc. that its Secret Facility Security Clearance was invalidated on January 8, 2010.

There may be other aspects of the Government Investigation of which the Company is unaware.

 

11. Subsequent Events

On January 20, 2010 three newly formed subsidiaries, API Systems, Inc. (“API Systems”), API Defense, Inc. (“API Defense”) and API Defense USA, Inc. (“API USA” and collectively with API Systems and API Defense, the “API Subsidiaries”) entered into an asset purchase agreement (the “Agreement”) with Kuchera Defense Systems, Inc. (“KDS”), KII, Inc. (“KII”) and Kuchera Industries, LLC (“K Industries” and collectively with KDS and KII, the “Kuchera Companies”) dated January 20, 2010 pursuant to which API and the API Subsidiaries purchased substantially all of the assets of the Kuchera Companies.

As a result of the asset purchase, on January 20, 2010, the Department of the Navy removed Kuchera Defense Systems, Inc., from the Excluded Parties List System (EPLS) and thus lifted the suspension. API Defense, Inc., and API Defense USA, Inc. are separate entities and are currently doing business with the United States Government.

 

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