Attached files
file | filename |
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10-K/A - FORM 10-K/A - GTSI CORP | c05818e10vkza.htm |
EX-32 - EXHIBIT 32 - GTSI CORP | c05818exv32.htm |
EX-31.1 - EXHIBIT 31.1 - GTSI CORP | c05818exv31w1.htm |
EX-23.1 - EXHIBIT 23.1 - GTSI CORP | c05818exv23w1.htm |
EX-23.2 - EXHIBIT 23.2 - GTSI CORP | c05818exv23w2.htm |
EX-31.2 - EXHIBIT 31.2 - GTSI CORP | c05818exv31w2.htm |
Exhibit 99.1
EYAK TECHNOLOGY, LLC AND SUBSIDIARY
A SUBSIDIARY OF THE EYAK CORPORATION
A SUBSIDIARY OF THE EYAK CORPORATION
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009, 2008, AND 2007
Page | ||||
Report of Independent Registered Public Accounting Firm |
1 | |||
Audited Consolidated Financial Statements |
||||
Consolidated Balance Sheets |
2-3 | |||
Consolidated Statements of Income |
4 | |||
Consolidated Statements of Members Equity |
5 | |||
Consolidated Statements of Cash Flows |
6-7 | |||
Notes to Consolidated Financial Statements |
8-20 |
Report of Independent Registered Public Accounting Firm
Board of Directors
Eyak Technology, LLC
Dulles, Virginia
Eyak Technology, LLC
Dulles, Virginia
We have audited the accompanying Consolidated Balance Sheets of Eyak Technology, LLC and Subsidiary
as of December 31, 2009 and 2008, and the related Consolidated Statements of Income, Members
Equity, and Cash Flows for each of the three years in the period ended December 31, 2009. These
financial statements are the responsibility of the Companys 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 audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the companys internal control
over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, 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 consolidated financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Eyak Technology, LLC and Subsidiary as of
December 31, 2009 and 2008, and the consolidated results of their operations and their cash flows
for each of the three years in the period ended December 31, 2009 in conformity with accounting
principles generally accepted in the United States of America.
Aronson & Company
Rockville, Maryland
March 2, 2010
Rockville, Maryland
March 2, 2010
- 1 -
Eyak Technology, LLC and Subsidiary
Consolidated Balance Sheets
December 31, | 2009 | 2008 | ||||||
Assets |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 15,022,141 | $ | 4,781,811 | ||||
Accounts receivable |
82,645,419 | 66,540,663 | ||||||
Inventory |
1,767,576 | 1,678,758 | ||||||
Deferred contract costs |
54,056,367 | 29,731,144 | ||||||
Prepaid expenses and other current assets |
1,602,067 | 1,336,217 | ||||||
Total current assets |
155,093,570 | 104,068,593 | ||||||
Property and equipment, net |
178,518 | 248,388 | ||||||
Other assets |
||||||||
Loans receivable related parties |
| 134,089 | ||||||
Intangible assets, net |
99,030 | 495,269 | ||||||
Deposits |
124,844 | 124,844 | ||||||
Total other assets |
223,874 | 754,202 | ||||||
Total assets |
$ | 155,495,962 | $ | 105,071,183 | ||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.
- 2 -
Eyak Technology, LLC and Subsidiary
Consolidated Balance Sheets
2009 | 2008 | |||||||
Liabilities and Members Equity |
||||||||
Current liabilities |
||||||||
Borrowings under credit facilities |
$ | 5,281,901 | $ | 1,532,272 | ||||
Accounts payable and accrued expenses |
55,921,871 | 52,549,929 | ||||||
Accounts payable related party |
9,382,706 | 1,426,146 | ||||||
Financed lease debt |
| 1,456,428 | ||||||
Accrued salaries and related liabilities |
4,681,870 | 3,181,121 | ||||||
Deferred revenue |
58,761,467 | 32,946,379 | ||||||
Total current liabilities |
134,029,815 | 93,092,275 | ||||||
Long term liabilities |
||||||||
Deferred rent |
3,424 | 77,445 | ||||||
Total liabilities |
134,033,239 | 93,169,720 | ||||||
Commitments and contingencies |
||||||||
Members equity |
21,462,723 | 11,901,463 | ||||||
Total liabilities and members equity |
$ | 155,495,962 | $ | 105,071,183 | ||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.
- 3 -
Eyak Technology, LLC and Subsidiary
Consolidated Statements of Income
Years Ended December 31, | 2009 | 2008 | 2007 | |||||||||
Revenue |
||||||||||||
Product revenue |
$ | 155,475,064 | $ | 111,180,182 | $ | 128,950,838 | ||||||
Services revenue |
253,284,166 | 162,294,424 | 99,634,078 | |||||||||
Total revenue |
408,759,230 | 273,474,606 | 228,584,916 | |||||||||
Direct costs |
||||||||||||
Product direct costs (related party purchases of
$21,865,349, $25,840,647, and $68,973,976 in 2009, 2008, and 2007 respectively; see footnote 11) |
144,092,270 | 102,035,599 | 121,247,302 | |||||||||
Services direct costs |
222,262,477 | 140,147,335 | 86,969,652 | |||||||||
Total direct costs |
366,354,747 | 242,182,934 | 208,216,954 | |||||||||
Gross margin on revenue |
||||||||||||
Product gross margin |
11,382,794 | 9,144,583 | 7,703,536 | |||||||||
Services gross margin |
31,021,689 | 22,147,089 | 12,664,426 | |||||||||
Total gross margin on revenue |
42,404,483 | 31,291,672 | 20,367,962 | |||||||||
Selling, general and administrative costs |
20,843,894 | 18,411,950 | 12,278,686 | |||||||||
Income from operations |
21,560,589 | 12,879,722 | 8,089,276 | |||||||||
Other income (expense) |
||||||||||||
Interest income |
170,616 | 388,924 | 153,942 | |||||||||
Interest expense |
(23,891 | ) | (224,655 | ) | (360,837 | ) | ||||||
Total |
146,725 | 164,269 | (206,895 | ) | ||||||||
Net income |
21,707,314 | 13,043,991 | 7,882,381 | |||||||||
Net income attributable to noncontrolling interest |
| | 877,843 | |||||||||
Net income attributable to parent entity |
$ | 21,707,314 | $ | 13,043,991 | $ | 7,004,538 | ||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.
- 4 -
Eyak Technology, LLC and Subsidiary
Consolidated Statements of Members Equity
Noncontrolling | Total Members | |||||||||||
Years Ended December 31, 2009, 2008, and 2007 | Interest | Members Equity | Equity | |||||||||
Balance, January 1, 2007 |
$ | | $ | 3,809,043 | $ | 3,809,043 | ||||||
Distributions |
(877,843 | ) | (2,260,275 | ) | (3,138,118 | ) | ||||||
Net income |
877,843 | 7,004,538 | 7,882,381 | |||||||||
Balance, December 31, 2007 |
$ | | $ | 8,553,306 | $ | 8,553,306 | ||||||
Distributions |
(9,695,834 | ) | (9,695,834 | ) | ||||||||
Net income |
13,043,991 | 13,043,991 | ||||||||||
Balance, December 31, 2008 |
$ | | $ | 11,901,463 | $ | 11,901,463 | ||||||
Distributions |
(12,146,054 | ) | (12,146,054 | ) | ||||||||
Net income |
21,707,314 | 21,707,314 | ||||||||||
Balance, December 31, 2009 |
$ | | $ | 21,462,723 | $ | 21,462,723 | ||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.
- 5 -
Eyak Technology, LLC and Subsidiary
Consolidated Statements of Cash Flows
Years Ended December 31, | 2009 | 2008 | 2007 | |||||||||
Cash flows from operating activities |
||||||||||||
Net income |
$ | 21,707,314 | $ | 13,043,991 | $ | 7,882,381 | ||||||
Adjustments to reconcile net income to net cash provided (used)
by operating activities |
||||||||||||
Depreciation |
123,280 | 139,543 | 135,769 | |||||||||
Amortization |
396,239 | 132,071 | 33,018 | |||||||||
Bad debt expense |
100,000 | 120,250 | 64,605 | |||||||||
Distribution of profits to noncontrolling interest |
| | (877,843 | ) | ||||||||
(Increase) decrease in |
||||||||||||
Accounts receivable |
(17,661,184 | ) | 2,962,612 | (48,044,252 | ) | |||||||
Inventory |
(88,818 | ) | 1,184,869 | (2,008,180 | ) | |||||||
Deferred contract costs |
(24,325,223 | ) | (16,153,888 | ) | 8,204,574 | |||||||
Prepaid expenses and other assets |
(265,850 | ) | 1,502,912 | (1,284,632 | ) | |||||||
Deposits |
| 48,515 | (103,777 | ) | ||||||||
Increase (decrease) in |
||||||||||||
Accounts payable and accrued expenses |
6,826,507 | 25,029,017 | 7,632,879 | |||||||||
Accounts payable related party |
7,956,560 | (11,428,972 | ) | 6,828,980 | ||||||||
Accrued salaries and related liabilities |
1,500,749 | 1,599,447 | 652,635 | |||||||||
Deferred revenue |
25,815,088 | 16,596,246 | (5,857,585 | ) | ||||||||
Deferred rent |
(74,021 | ) | (49,887 | ) | 13,159 | |||||||
Net cash provided (used) by operating activities |
22,010,641 | 34,726,726 | (26,728,269 | ) | ||||||||
Cash flows from investing activities |
||||||||||||
Purchases of property and equipment |
(53,410 | ) | (155,746 | ) | (160,395 | ) | ||||||
Purchase of noncontrolling interest of subsidiary from
related party |
| | (660,358 | ) | ||||||||
Net repayments from related party |
134,089 | 8,902 | 2,566 | |||||||||
Net cash provided (used) by investing activities |
80,679 | (146,844 | ) | (818,187 | ) | |||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.
- 6 -
Eyak Technology, LLC and Subsidiary
Consolidated Statements of Cash Flows (Continued)
Years Ended December 31, | 2009 | 2008 | 2007 | |||||||||
Cash flows from financing activities |
||||||||||||
Proceeds from (payments to) credit facilities, net |
3,749,629 | (23,944,509 | ) | 19,662,502 | ||||||||
Proceeds from financed lease debt |
| | 6,625,066 | |||||||||
Distributions |
(15,600,619 | ) | (6,241,269 | ) | (2,260,275 | ) | ||||||
Net cash (used) provided by financing activities |
(11,850,990 | ) | (30,185,778 | ) | 24,027,293 | |||||||
Net change in cash and cash equivalents |
10,240,330 | 4,394,104 | (3,519,163 | ) | ||||||||
Cash and cash equivalents at beginning of year |
4,781,811 | 387,707 | 3,906,870 | |||||||||
Cash and cash equivalents at end of year |
$ | 15,022,141 | $ | 4,781,811 | $ | 387,707 | ||||||
Supplemental cash flow information |
||||||||||||
Interest paid |
$ | 28,592 | $ | 324,727 | $ | 256,046 | ||||||
Accrued distribution payable |
$ | | $ | 3,454,565 | $ | | ||||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.
- 7 -
Eyak Technology, LLC and Subsidiary
Notes to Consolidated Financial Statements
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. GTSI Corporation (GTSI) is a 37% member in the Company. |
|
As of December 31, 2009, 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. |
||
EG Solutions, LLC (EGS) was formed on
January 24, 2006 under the laws of the State of Delaware and provides hardware and software sales
and maintenance to the federal government and federal government contractors. EGS operations began
during 2007. The Company owned a 51% membership interest and GTSI Corporation was a 49% member in EGS.
On September 30, 2007 the Company purchased GTSIs membership interest in the joint
venture for $660,358. This acquisition
of the noncontrolling interest in EGS was accounted for under the purchase method. The excess of the purchase
price over the net book value of the assets acquired resulted in intangible assets of $660,358 (See Note 6). Under
the terms of the purchase agreement, the Company signed a subcontract agreement with GTSI to continue providing services under the First Source Contract for
which the joint venture was formed. From September
30, 2007, EGS is a wholly owned subsidiary of Eyaktek. |
||
Principles of consolidation: The accompanying consolidated financial statements include the accounts of Eyak Technology, LLC and its subsidiary, EG Solutions, LLC (collectively, the Company). All significant intercompany balances and transactions have been eliminated in consolidation. |
||
Revenue: The Company recognizes revenue when persuasive evidence of a sale arrangement exists, delivery has occurred or services have been rendered, the sales price is fixed or determinable, and collectibility is reasonably assured. 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. By determining 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 Teks 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. |
- 8 -
Eyak Technology, LLC and Subsidiary
Notes to Consolidated Financial Statements
In most cases, revenue from hardware and software product sales is recognized when title passes to the customer. Based upon the Companys standard shipping terms, FOB destination, title passes upon delivery of the products to the customer. However, occasionally Eyak Teks 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. 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 Teks warehouse from other inventory and cannot be used to fulfill other customer orders. |
||
The Company records freight billed to customers as sales and the related shipping costs as cost of sales. |
||
The Company sells products to certain customers under sales-type lease arrangements for terms typically ranging from two to four years. The Company accounts for its sales-type leases by recognizing current and long-term lease receivables, net of unearned income, on the accompanying consolidated balance sheets. The present value of all payments is recorded as sales and the related cost of the equipment is charged to cost of
sales. The associated interest is recorded over the term of the lease using the effective interest method. |
||
Eyak Tek transfers these receivables to various financing companies. The transfer of receivables in which the Company surrenders control is accounted for as a sale. To surrender control,
the assets must be isolated from the Company, the transferee has the right to pledge or exchange the receivables and the Company must not have an agreement that entitles and obligates it to repurchase the receivables or the ability to
unilaterally cause the holder to return specific assets. If the transfer of receivables does not meet the criteria for a sale the transfer is accounted for as a secured borrowing with a pledge of collateral. As a result, the Company has recorded certain transferred receivables and secured borrowings, within accounts receivable and long-term lease receivables, and as financed lease debt on the consolidated balance sheet. |
||
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 service obligations. In this circumstance, revenue is recognized over the performance period. |
- 9 -
Eyak Technology, LLC and Subsidiary
Notes to Consolidated Financial Statements
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 consolidated balance sheets. |
||
Payments received in advance of the performance of services are included in the accompanying consolidated balance sheet 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 managements 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, 2009 and 2008 management recorded an allowance of $340,593 and $291,163, respectively, for estimated doubtful accounts. |
||
Marketing assistance fees: The Company has entered into agreements that provide for the payment of marketing assistance funds 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 shipments of products are charged to prepaid expenses in the accompanying consolidated balance sheets. Payments made to vendors in advance of performance of services for indirect costs are charged to prepaid expenses in the accompanying consolidated 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. |
||
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 Companys 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. |
- 10 -
Eyak Technology, LLC and Subsidiary
Notes to Consolidated Financial Statements
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. |
||
Intangible assets: Intangible assets are recorded at fair value on the date of acquisition and are being amortized over the estimated lives of the identified contracts ranging from one to five years based on the ratio of gross revenue of the contracts over the estimated future revenue of the contracts. Intangible and other long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. In reviewing for impairment, the Company compares the carrying value of the relevant assets to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. When the estimated undiscounted future cash flows are less than their carrying amount, an impairment loss is recognized equal to the difference between the assets
fair value and its carrying value. |
||
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 consolidated 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 consolidated financial statements. |
||
The Company evaluates uncertainty in income tax positions based on a more-likely-than-not recognition standard, effective January 1, 2009. If that threshold is met, the tax position is then measured at the largest amount that is greater than 50% likely of being realized upon ultimate settlement. Prior to January 1, 2009, the Company evaluated uncertain tax positions such that the effects of tax positions were generally
recognized in the financial statements consistent with amounts reflected in returns filed, or expected to be filed, with taxing authorities. For tax positions that the Company considered to be uncertain, current and deferred tax liabilities were recognized, or assets derecognized, when it was probable that an income tax liability had been incurred and the amount of the liability was reasonably estimable, or when it was
probable that a tax benefit, would be disallowed by a taxing authority. |
||
There was no impact on the financial statements of the adoption of the revised standard for uncertain tax positions. As of December 31, 2009, there are no accruals for uncertain tax positions. If applicable, the Company records interest and penalty as a component of income tax expense. Tax years from January 1, 2006 through the current year remain open for examination by federal and state tax authorities. |
- 11 -
Eyak Technology, LLC and Subsidiary
Notes to Consolidated 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. |
||
New accounting pronouncements: The Financial Accounting Standards Board (FASB) is the authoritative body for financial accounting and reporting in the United States. On July 31, 2009, the FASB Accounting Standards Codification (the Codification) became the authoritative source of accounting principles to be applied to the financial statements of nongovernmental entities prepared in accordance with GAAP. The following
is a list of recent pronouncements issued by the FASB: |
||
Noncontrolling Interests in Consolidated Financial Statements: The pronouncement establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It also clarifies that changes in a parents ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest
and requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. The gain or loss will be measured using the fair value of the noncontrolling equity investment on the deconsolidation date. Moreover, the pronouncement includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. This statement was adopted by the Company in 2009 and the
expanded disclosures have been included for the year ended December 31, 2007. |
||
Business Combinations: This statement significantly changes the accounting for business combinations in a number of areas including the treatment of contingent consideration, pre-acquisition contingencies, transaction costs, restructuring costs and income taxes. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the fiscal year beginning after
December 15, 2008. The Company adopted these requirements in 2009 and there is no material impact on the Consolidated Financial Statements of the Company. |
||
Subsequent Events: The pronouncement codifies existing standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Management adopted the pronouncement in the second quarter of Fiscal 2010. The adoption did not have any impact on the Consolidated Financial Statements. |
||
Revenue Arrangements with Multiple Deliverables: The guidance amends the current revenue recognition guidance for multiple deliverable arrangements. It allows the use of managements best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence, vendor objective evidence, or third-party evidence is unavailable. Additionally, it eliminates the residual method of revenue
recognition in accounting for multiple deliverable arrangements. The guidance is effective for fiscal years beginning on or after June 15, 2010. Management does not expect the adoption of this guidance to have a material impact on the Companys Consolidated Financial Statements. |
- 12 -
Eyak Technology, LLC and Subsidiary
Notes to Consolidated Financial Statements
Revenue Arrangements with Software Elements: The pronouncement modifies the scope of the software revenue recognition guidance to exclude tangible products that contain both software and non-software components that function together to deliver the products essential functionality. The pronouncement is effective for fiscal years beginning on or after June 15, 2010. Management does not expect the adoption of this guidance
to have a material impact on the Companys Consolidated Financial Statements. |
||
Variable Interest Entities and Transfers of Financial Assets and Extinguishments of Liabilities: The pronouncement on transfers of financial assets and extinguishments of liabilities removes the concept of a qualifying special-purpose entity and removes the exception from applying variable interest entity accounting to qualifying special-purpose entities. The pronouncements are effective for fiscal years beginning after
November 15, 2009. The impact of the required consolidations is not expected to impact the Companys Consolidated Financial Statements. |
||
Disclosures about Derivative Instruments and Hedging Activities: This statement amends and expands the disclosure requirements for derivative instruments and for hedging activities. This statement is effective for interim periods beginning after November 15, 2008. This statement does not impact current or future disclosures because the Company does not engage in hedging activities nor invest in derivative instruments. |
||
International Accounting Standards: In August 2008, the SEC announced that it will issue for comment a proposed roadmap regarding potential use of International Financial Reporting Standards (IFRS) for the preparation of financial statements by U.S. registrants. IFRS are standards and interpretations adopted by the International Accounting Standards Board. Under the proposed roadmap, the Company would be required to
prepare financial statements in accordance with IFRS in fiscal year 2014, including comparative information also prepared under IFRS for fiscal 2013 and fiscal 2012. The Company is currently assessing the potential impact of IFRS on its financial statements and will continue to follow the proposed roadmap for future developments. |
||
Subsequent events: Management has evaluated subsequent events for disclosures in these financial statements through March 2, 2010, which is the date the financial statements are available to be issued. |
- 13 -
Eyak Technology, LLC and Subsidiary
Notes to Consolidated Financial Statements
2. Accounts receivable
|
Accounts receivable at December 31, 2009 and 2008, consist primarily of amounts collectible from US federal government agencies and prime contractors to the government. The components of accounts receivable are: |
2009 | 2008 | |||||||
Billed receivables |
$ | 82,986,012 | $ | 63,782,232 | ||||
Lease receivable, current |
| 1,456,428 | ||||||
Unbilled receivables |
| 1,593,166 | ||||||
Total |
82,986,012 | 66,831,826 | ||||||
Less: Allowance for doubtful accounts |
(340,593 | ) | (291,163 | ) | ||||
Total |
$ | 82,645,419 | $ | 66,540,663 | ||||
Of the total receivables outstanding as of December 31, 2009 and 2008 approximately 33% and 22%, respectively, were outstanding with civilian agencies and approximately 66% and 75%, respectively, with The Department of Defense. There are no receivables assigned as collateral as of December 31, 2009. |
||
3. Transferred receivables and financed lease debt
|
During 2009 and 2008, the Company sold lease receivables to a related party that met sales criteria in the amount of $8.0M and $4.7M, respectively. These amounts are included in cash flows from operating activities in the consolidated statements of cash flows. For the years ended December 31, 2009 and 2008, the Company derecognized the receivables and related liabilities associated with their transfers and recognized a net
gain in the accompanying Consolidated Statements of Income of $89,728 and $147,002 which is included in product revenue on the accompanying Consolidated Statements of Income. |
|
During the year ended December 31, 2007, rights under a leasing arrangement were transferred to a third party financing company. Though the Company received cash for the transfer of these rights, the transfer did not meet the criteria for a sale. As a result, receivables were reflected on the Companys consolidated balance sheets. This amount is included in cash flows from financing activities in the consolidated statement
of cash flows. As payments on these receivables are made by customers directly to the third party financing companies, the related reduction of these receivables and financed lease debt will be a non-cash transaction and will be excluded from the consolidated statement of cash flows. |
||
The financed lease debt had an interest rate of 4.09%. The Company recognized $213,531, $199,602, and $46,304 of income associated with the lease for the years ended December 31, 2009, 2008, and 2007, respectively. |
||
The financed lease debt fully matured on September 30, 2009. |
- 14 -
Eyak Technology, LLC and Subsidiary
Notes to Consolidated Financial Statements
4. Prepaid expenses and other current assets
|
Prepaid expenses and other current assets consisted of the following at December 31: |
2009 | 2008 | |||||||
Prepaid direct contract costs |
$ | 925,532 | $ | 461,789 | ||||
Prepaid indirect costs |
87,203 | 157,751 | ||||||
Other current assets |
589,332 | 716,677 | ||||||
Total |
$ | 1,602,067 | $ | 1,336,217 | ||||
5. Property and equipment
|
Property and equipment consist of the following at December 31: |
2009 | 2008 | |||||||
Furniture, fixtures and equipment |
$ | 583,786 | $ | 621,471 | ||||
Software |
124,817 | 106,871 | ||||||
Leasehold improvements |
30,528 | 30,528 | ||||||
Total |
739,131 | 758,870 | ||||||
Less: Accumulated depreciation |
(560,613 | ) | (510,482 | ) | ||||
Net |
$ | 178,518 | $ | 248,388 | ||||
- 15 -
Eyak Technology, LLC and Subsidiary
Notes to Consolidated Financial Statements
6. Intangible assets
|
Intangible assets resulted from the purchase of the noncontrolling
interest in EG Solutions, LLC from GTSI Corporation during 2007.
Intangible assets consisted of the following at December 31, 2009 and
2008: |
2009 | 2008 | Weighted | ||||||||||||||||||
Amortization | Amortization | Average | ||||||||||||||||||
Costs | Accumulated | Costs | Accumulated | Life | ||||||||||||||||
Contract rights |
$ | 557,330 | $ | (458,300 | ) | $ | 557,330 | $ | (62,061 | ) | 5 | |||||||||
Contract backlog |
103,028 | (103,028 | ) | 103,028 | (103,028 | ) | 1 | |||||||||||||
Total |
$ | 660,358 | $ | (561,328 | ) | $ | 660,358 | $ | (165,089 | ) | ||||||||||
The intangible assets have no residual value at the end of their useful
life. Amortization expense for the years ended December 31, 2009,
2008, and 2007 was $396,239, $132,071, and $33,018, respectively.
Estimated amortization expense for the next three years as of December
31, 2009 is as follows: |
Year Ending December 31, | Amount | |||
2010 |
71,134 | |||
2011 |
25,803 | |||
2012 |
2,093 |
7. Accounts payable and accrued expenses
|
Accounts payable and accrued expenses consisted of the following at December 31: |
2009 | 2008 | |||||||
Trade payables |
$ | 49,266,370 | $ | 44,666,965 | ||||
Accrued distribution payable |
| 3,454,565 | ||||||
Other accrued expenses |
6,655,501 | 4,428,399 | ||||||
Total |
$ | 55,921,871 | $ | 52,549,929 | ||||
8. Credit facilities
|
The Company has a financing
arrangement with GE Commercial
Distribution Finance Corporation
(CDF). The arrangement consists
of two separate agreements: a
Business Financing Agreement
(BFA) and an Inventory Financing
Agreement (IFA). Under the
terms of the agreements, the
Company may borrow, between the
two facilities, up to a total of
$10,000,000 between January 1
and August 31, and $18,000,000
between September 1 and December
31. Amounts are advanced at
the discretion of GE. The
arrangements are secured by the
assets of the Company, are
guaranteed by The Eyak
Corporation, a 51% owner of the
Company, and are due on demand. |
- 16 -
Eyak Technology, LLC and Subsidiary
Notes to Consolidated Financial Statements
The IFA is to be used to
purchase inventory from approved
vendors. Interest on the IFA
portion of the facility varies
depending on the terms that GE
has with the specific vendor.
The Company can obtain advances
under the BFA up to the lesser
of 85% of eligible receivables,
or, the maximum amount of the
facility. Interest on the BFA
portion of the facility is
payable monthly at the London
InterBank Offered Rate (LIBOR)
plus 2.5%. The weighted average
interest rate on outstanding
advances at December 31, 2009
and 2008 was 2.73% and 3.58%,
respectively. |
||
The financing arrangements
contain certain financial
covenants that require the
Company to retain at least 35%
of its net income on an annual
basis and to maintain a ratio of
funded debt to EBITDA of not
more than 4.5:1 as of September
30 and December 31, and 3.5:1 as
of March 31, and June 30. As of
December 31, 2009 and 2008 the
Company is in compliance with
all of the covenants of the
credit facility. |
||
The Company has 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 LIBOR
plus 3.50% per annum once the
advance has been outstanding for
45 days. No interest accrues
for advances outstanding less
than 45 days. The Company
includes amounts advanced as
borrowings under the credit
facility in the accompanying
consolidated balance sheets.
Advances under the agreement are
secured by specific accounts
receivable of the Company and
are due on demand. |
||
At December 31, 2009 and 2008
borrowings under the credit
facilities which were comprised
of borrowings under the IFA were
$5,281,901 and $1,532,272,
respectively. |
||
9. 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.
Beginning January 1, 2007 the
Board of Directors approved an
employer match to the 401(k)
plan. The Company recorded
$176,519, $197,686, and $111,541
in matching contributions for
the years ended December 31,
2009, 2008, and 2007,
respectively. |
|
10. Operating leases
|
The Company is obligated, as
lessee, under non-cancelable
operating leases for office
space in Alaska, 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 consolidated
balance sheets. |
- 17 -
Eyak Technology, LLC and Subsidiary
Notes to Consolidated Financial Statements
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, 2009: |
Year Ending December 31 | Rent | |||
2010 |
$ | 545,355 | ||
2011 |
590,026 | |||
2012 |
604,770 | |||
2013 |
619,773 | |||
2014 |
635,294 | |||
2015 |
108,512 | |||
Total |
$ | 3,103,731 | ||
Total rent expense for the years
ended December 31, 2009, 2008,
and 2007 was $552,405, $834,660,
and $684,619, respectively, net
of sublease income in 2008 of
$57,240. Due to the growth of
the organization, the Company
entered into a new office lease
during 2007 moving its
headquarters to Dulles,
Virginia. Included in rent
expense at December 31, 2007 is
$149,840 representing the
Companys remaining lease
obligation for the old
headquarters office space, net
of expected sublease recoveries
and the write off of leasehold
improvements. This charge was
included in selling, general and
administrative costs in the
accompanying consolidated
statements of income. The
remaining liability at December
31, 2008 and 2007 was $138,871
and $139,129, respectively. |
||
During 2009, the Company was
able to sublease the old
headquarters office space for a
portion of the year at a
discounted rate. The Company
received $114,480 in sub-lease
rental income which was
classified as a reduction of
rent expense for the year. The
Company incurred net rental
income of $12,427 in 2009
related to the difference
between the rent payment reduced
by the sublease income earned
for the year, and relief of the
accrual discussed in the
previous paragraph. |
||
11. Related party transactions
|
The Company had an unsecured
loan to The Eyak Corporation, a
51% member in the Company.
Interest was due annually at
3.75% and there were no stated
repayment terms. The balance at
December 31, 2007 was $9,352.
During 2008 and 2007, The Eyak
Corporation made payments on the
loan of $9,352 and $3,629,
respectively. |
|
During the year ended December
31, 2006, 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.
Additional advances made by the
Company during 2008 and 2007
related to EES were $450 and
$1,063, respectively. The
receivable balance at December
31, 2008 and 2007 was $134,089
and $133,639, respectively.
During 2009, The Eyak
Corporation repaid the entire
balance. |
||
The Company executed a
mentor-protégé agreement with
GTSI Corporation, a 37% member
in the Company. As part of the
mentor-protégé relationship, the
Company purchases products
offered for resale directly from
GTSI. During the years ended
December 31, 2009, 2008, and
2007, the Company had $21.9
million, $25.8 million, and
$69.0 million, respectively, of
related party purchases directly
from GTSI in the respective
years. The adjusted gross profit
margin for these transactions is
then split between the Company
and GTSI. During 2008, the
Company dissolved the
mentor-protégé agreement with
GTSI Corporation. Subsequent to
the dissolution of the
mentor-protégé the Company
continues to team with GTSI
under a subcontract between the
two companies. |
- 18 -
Eyak Technology, LLC and Subsidiary
Notes to Consolidated Financial Statements
At December 31, 2009 and 2008,
the Company has outstanding
accounts payable to GTSI of $9.4
million and $1.4 million,
respectively, for purchases of
GTSIs products. |
||
During 2009 and 2008, the
Company sold $8.0 million and
$4.7 million, respectively, of
lease receivables to GTSI under
a Master Purchase Agreement
between the two companies. |
||
During the years ended December
31, 2009, 2008, and 2007, the
Company recorded $36,000 of
expenses to the Andrews Group,
Inc., a Company owned by a
member of the Companys board of
directors, for subcontractor
services. |
||
During 2007, the Company leased
office space from the Andrews
Group in Anchorage, Alaska.
Payments were due monthly in the
amount of $1,200. During the
year ended December 31, 2007
rent expense under this lease
was $9,600. During 2007, The
Andrews Group sold the property
being rented by the Company and
the Company was released from
their lease. |
||
During 2007, the Company entered
into a new lease for office
space in Anchorage, Alaska with
Plaza 201 Properties, LLC. Plaza
201 Properties, LLC is owned by
one of the partners in Global
Technology Group, a twelve
percent owner in the Company.
Rent expense paid to Plaza 201
Properties, LLC during 2009,
2008 and 2007 was $20,879,
$20,124 and $4,193,
respectively. |
||
During 2006, the Company formed
a joint venture with GTSI called
EG Solutions, LLC (EGS). Under
the operating agreement of EGS,
the Company owned a fifty-one
percent interest and GTSI owned
a forty-nine percent interest.
During 2007, EGS was awarded its
first major contract. Shipments
under the contract started in
April of 2007. Due to
operational challenges, the two
entities decided to change their
relationship from a joint
venture to a more market driven
prime subcontractor
relationship. Thus, EGS
distributed to GTSI their
forty-nine percent share of
earnings through September 30,
2007 activity and purchased
GTSIs forty-nine percent of
EGS. Distributions made during
2007 to GTSI related to EGS were
$877,843. The Company paid GTSI
$660,358 for the forty-nine
percent ownership and EGS is now
a wholly-owned subsidiary of the
Company. |
||
12. 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 Companys
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
Companys financial condition or
its results of operations. |
- 19 -
13. Subsequent events (Unaudited)
On May 10, 2010, the Company graduated from the Small Business Administrations business
development program under Section 8(a) of the Small Business Act, instead of May 2011, due to the
success it had achieved under the support of the program.
On August 4, 2010, the Company received a letter from GTSI stating that GTSI believes the Companys
graduation from the Small Business Administrations business development program under Section 8(a)
of the Small Business Act would constitute a Dissolution Event under Section 11.1(a) of the
Companys operating agreement and would require that the holders of at least 65% of the membership
interests in the Company vote to continue the Companys business operations. The Company
understood the letter to imply that GTSI believes its control of 37% of the membership interests,
if GTSI opposed continuation of the Companys business operations, would effectively compel the
dissolution of the Company.
On August 20, 2010, the Company received another letter from GTSI. This letter states: We
understand that perhaps you misinterpreted our letter to indicate that GTSI was seeking a
discussion by the Members that would result in EyakTek ceasing operations. GTSI was not seeking
such a discussion by Members. As a Member with a 37% Percentage Interests in EyakTek, GTSI Corp.
is keenly interested in convening a Members meeting in September to discuss important governance
issues under the Operating Agreement.
On August 30, 2010, the Company received a letter from GTSI calling a meeting of the Companys
members pursuant to Section 6.3 of the Companys operating agreement. GTSI requested that a
meeting be held during the week of September 7, 2010 for the purpose of discussing, among other
things, the actions necessary by EyakTek to comply with Section 11 of the Operating Agreement and
stated that GTSI is keenly interested in these important matters being addressed.
The Company disagrees with GTSIs interpretation of the relevant provisions of the Companys
operating agreement. While the other members of the Company, who together hold a 63% Percentage
Interest, have irrevocably voted to continue the Companys operations, GTSI has not voted to do so.
The Company and the other members, who together hold a 63% Percentage Interest, intend to
vigorously oppose any attempt by GTSI to discontinue or interfere with the Companys operations.
- 20 -