Attached files
file | filename |
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10-K - FORM 10-K - GTSI CORP | c13980e10vk.htm |
EX-32 - EXHIBIT 32 - GTSI CORP | c13980exv32.htm |
EX-23.2 - EXHIBIT 23.2 - GTSI CORP | c13980exv23w2.htm |
EX-23.1 - EXHIBIT 23.1 - GTSI CORP | c13980exv23w1.htm |
EX-31.1 - EXHIBIT 31.1 - GTSI CORP | c13980exv31w1.htm |
EX-31.2 - EXHIBIT 31.2 - GTSI CORP | c13980exv31w2.htm |
EX-10.31 - EXHIBIT 10.31 - GTSI CORP | c13980exv10w31.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, 2010, 2009, AND 2008
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 - 19 |
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, 2010 and 2009, and the related Consolidated Statements of Income, Members
Equity, and Cash Flows for each of the three years in the period ended December 31, 2010. 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 consolidated 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, 2010 and 2009, and the consolidated results of their operations and their cash flows
for each of the three years in the period ended December 31, 2010 in conformity with accounting
principles generally accepted in the United States of America.
Aronson LLC
Rockville, Maryland
March 10, 2011
Rockville, Maryland
March 10, 2011
- 1 -
Eyak Technology, LLC and Subsidiary
Consolidated Balance Sheets
December 31, | 2010 | 2009 | ||||||
Assets |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 30,971,167 | $ | 15,022,141 | ||||
Accounts receivable |
42,189,973 | 82,380,736 | ||||||
Accounts receivable related party |
5,953,237 | 264,683 | ||||||
Inventory |
462,731 | 1,767,576 | ||||||
Deferred contract costs |
29,366,523 | 54,056,367 | ||||||
Prepaid expenses and other current assets |
2,214,601 | 1,602,067 | ||||||
Total current assets |
111,158,232 | 155,093,570 | ||||||
Property and equipment, net |
160,734 | 178,518 | ||||||
Other assets |
||||||||
Intangible assets, net |
| 99,030 | ||||||
Deposits |
54,575 | 124,844 | ||||||
Total other assets |
54,575 | 223,874 | ||||||
Total assets |
$ | 111,373,541 | $ | 155,495,962 | ||||
The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.
- 2 -
Eyak Technology, LLC and Subsidiary
Consolidated Balance Sheets
December 31, | 2010 | 2009 | ||||||
Liabilities and Members Equity |
||||||||
Current liabilities |
||||||||
Borrowings under credit facilities |
$ | 2,699,154 | $ | 5,281,901 | ||||
Accounts payable and accrued expenses |
35,097,754 | 55,921,871 | ||||||
Accounts payable related party |
10,570,472 | 9,382,706 | ||||||
Accrued salaries and related liabilities |
2,855,073 | 4,681,870 | ||||||
Deferred revenue |
31,264,665 | 58,761,467 | ||||||
Total current liabilities |
82,487,118 | 134,029,815 | ||||||
Long term liabilities |
||||||||
Deferred rent |
201,823 | 3,424 | ||||||
Total liabilities |
82,688,941 | 134,033,239 | ||||||
Commitments and contingencies |
||||||||
Members equity |
28,684,600 | 21,462,723 | ||||||
Total liabilities and members equity |
$ | 111,373,541 | $ | 155,495,962 | ||||
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, | 2010 | 2009 | 2008 | |||||||||
Revenue |
||||||||||||
Product revenue (related party sales of
$3,506,529, $264,683, and $0 in
2010, 2009, and 2008 respectively; see footnote 11) |
$ | 228,053,846 | $ | 155,475,064 | $ | 111,180,182 | ||||||
Services revenue (related party sales of
$11,426,334, $0, and $0 in
2010, 2009, and 2008 respectively; see footnote 11) |
194,101,542 | 253,284,166 | 162,294,424 | |||||||||
Total revenue |
422,155,388 | 408,759,230 | 273,474,606 | |||||||||
Direct costs |
||||||||||||
Product direct costs (related party purchases of
$47,627,474, $21,865,349, and $25,840,647 in
2010, 2009, and 2008 respectively; see footnote 11) |
208,924,233 | 144,092,270 | 102,035,599 | |||||||||
Services direct costs |
166,454,785 | 222,262,477 | 140,147,335 | |||||||||
Total direct costs |
375,379,018 | 366,354,747 | 242,182,934 | |||||||||
Gross margin on revenue |
||||||||||||
Product gross margin |
19,129,613 | 11,382,794 | 9,144,583 | |||||||||
Services gross margin |
27,646,757 | 31,021,689 | 22,147,089 | |||||||||
Total gross margin on revenue |
46,776,370 | 42,404,483 | 31,291,672 | |||||||||
Selling, general and administrative costs |
25,402,204 | 20,843,894 | 18,411,950 | |||||||||
Income from operations |
21,374,166 | 21,560,589 | 12,879,722 | |||||||||
Other income (expense) |
||||||||||||
Interest income |
46,887 | 170,616 | 388,924 | |||||||||
Interest expense |
(12,107 | ) | (23,891 | ) | (224,655 | ) | ||||||
Total |
34,780 | 146,725 | 164,269 | |||||||||
Net income |
$ | 21,408,946 | $ | 21,707,314 | $ | 13,043,991 | ||||||
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
Years Ended December 31, 2010, 2009, and 2008 | ||||
Balance, January 1, 2008 |
$ | 8,553,306 | ||
Distributions |
(9,695,834 | ) | ||
Net income |
13,043,991 | |||
Balance, December 31, 2008 |
$ | 11,901,463 | ||
Distributions |
(12,146,054 | ) | ||
Net income |
21,707,314 | |||
Balance, December 31, 2009 |
$ | 21,462,723 | ||
Distributions |
(14,187,069 | ) | ||
Net income |
21,408,946 | |||
Balance, December 31, 2010 |
$ | 28,684,600 | ||
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, | 2010 | 2009 | 2008 | |||||||||
Cash flows from operating activities |
||||||||||||
Net income |
$ | 21,408,946 | $ | 21,707,314 | $ | 13,043,991 | ||||||
Adjustments to reconcile net income to net cash
provided by operating activities |
||||||||||||
Depreciation |
106,312 | 123,280 | 139,543 | |||||||||
Amortization |
99,030 | 396,239 | 132,071 | |||||||||
Bad debt expense |
| 100,000 | 120,250 | |||||||||
(Increase) decrease in |
||||||||||||
Accounts receivable |
40,190,763 | (17,396,501 | ) | 2,962,612 | ||||||||
Accounts receivable related party |
(5,688,554 | ) | (264,683 | ) | | |||||||
Inventory |
1,304,845 | (88,818 | ) | 1,184,869 | ||||||||
Deferred contract costs |
24,689,844 | (24,325,223 | ) | (16,153,888 | ) | |||||||
Prepaid expenses and other assets |
(612,534 | ) | (265,850 | ) | 1,502,912 | |||||||
Deposits |
70,269 | | 48,515 | |||||||||
Increase (decrease) in |
||||||||||||
Accounts payable and accrued expenses |
(20,824,117 | ) | 6,826,507 | 25,029,017 | ||||||||
Accounts payable related party |
1,187,766 | 7,956,560 | (11,428,972 | ) | ||||||||
Accrued salaries and related liabilities |
(1,826,797 | ) | 1,500,749 | 1,599,447 | ||||||||
Deferred revenue |
(27,496,802 | ) | 25,815,088 | 16,596,246 | ||||||||
Deferred rent |
198,399 | (74,021 | ) | (49,887 | ) | |||||||
Net cash provided by operating activities |
32,807,370 | 22,010,641 | 34,726,726 | |||||||||
Cash flows from investing activities |
||||||||||||
Purchases of property and equipment |
(88,528 | ) | (53,410 | ) | (155,746 | ) | ||||||
Net repayments from related party |
| 134,089 | 8,902 | |||||||||
Net cash (used) provided by investing activities |
(88,528 | ) | 80,679 | (146,844 | ) | |||||||
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, | 2010 | 2009 | 2008 | |||||||||
Cash flows from financing activities |
||||||||||||
(Payments to) proceeds from credit facilities, net |
(2,582,747 | ) | 3,749,629 | (23,944,509 | ) | |||||||
Distributions |
(14,187,069 | ) | (15,600,619 | ) | (6,241,269 | ) | ||||||
Net cash used by financing activities |
(16,769,816 | ) | (11,850,990 | ) | (30,185,778 | ) | ||||||
Net change in cash and cash equivalents |
15,949,026 | 10,240,330 | 4,394,104 | |||||||||
Cash and cash equivalents at beginning of year |
15,022,141 | 4,781,811 | 387,707 | |||||||||
Cash and cash equivalents at end of year |
$ | 30,971,167 | $ | 15,022,141 | $ | 4,781,811 | ||||||
Supplemental cash flow information |
||||||||||||
Interest paid |
$ | 12,123 | $ | 28,592 | $ | 324,727 | ||||||
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.
On May 10, 2010, the Company
graduated from the U.S. Small
Business Administrations (SBA)
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. The
Company remains an Alaskan Native
owned organization.
EG Solutions, LLC (EGS), a wholly
owned subsidiary of EyakTek, 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.
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 collectability
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.
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.
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.
- 9 -
Eyak Technology, LLC and Subsidiary
Notes to Consolidated Financial Statements
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, 2010 and 2009
management recorded an allowance
of $338,702 and $340,593,
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.
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.
- 10 -
Eyak Technology, LLC and Subsidiary
Notes to Consolidated Financial Statements
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. 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. To the extent that
the Companys estimates change or
the final tax outcome of the
matters is different than the
amounts that have been recorded,
such differences will impact the
income tax provision when such
determinations are made.
As of December 31, 2010 and 2009,
there are no accruals for
uncertain tax positions. If
applicable, the Company records
interest and penalties as a
component of income tax expense.
Tax years from January 1, 2007
through the current year remain
open for examination by federal
and state tax authorities.
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:
- 11 -
Eyak Technology, LLC and Subsidiary
Notes to 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. The Company will adopt this
guidance during 2011. Management
does not expect the adoption of
this guidance to have a material
impact on the Companys
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. The Company will
adopt this guidance during 2011.
Management does not expect the
adoption of this guidance to have
a material impact on the Companys
Consolidated Financial Statements.
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.
Credit Quality of Financing
Receivables and the Allowance for
Credit Losses In July 2010,
FASB issued a new pronouncement
that requires enhanced disclosures
regarding the nature of credit
risk inherent in an entitys
portfolio of financing
receivables, how that risk is
analyzed, and the changes and
reasons for those changes in the
allowance for credit losses. The
new disclosures will require
information for both the financing
receivables and the related
allowance for credit losses at
more disaggregated levels.
Disclosures related to information
as of the end of a reporting
period will become effective in
2011. Management does not expect
the adoption of this guidance to
have a material impact on the
consolidated financial statement.
Subsequent events: Management has
evaluated subsequent events for
disclosures in these financial
statements through March 10, 2011,
which is the date the financial
statements are available to be
issued.
- 12 -
Eyak Technology, LLC and Subsidiary
Notes to Consolidated Financial Statements
2. | Accounts receivable |
Accounts receivable at December
31, 2010 and 2009, consist
primarily of amounts collectible
from US federal government
agencies and prime contractors to
the government. The components of
accounts receivable are:
2010 | 2009 | |||||||
Billed receivables |
$ | 42,528,675 | $ | 82,721,329 | ||||
Less: Allowance for doubtful accounts |
(338,702 | ) | (340,593 | ) | ||||
Total |
$ | 42,189,973 | $ | 82,380,736 | ||||
Of the total receivables
outstanding as of December 31,
2010 and 2009 approximately 27%
and 33%, respectively, were
outstanding with civilian agencies
and approximately 60% and 66%,
respectively, with The Department
of Defense. There are no
receivables assigned as collateral
as of December 31, 2010 and 2009.
3. | Transferred receivables
and financed lease debt |
During 2009, the Company sold
lease receivables to a related
party that met sales criteria in
the amount of $8.0M. These amounts
are included in cash flows from
operating activities in the
consolidated statements of cash
flows. For the year ended December
31, 2009, 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 which is included in
product revenue on the
accompanying Consolidated
Statements of Income. The Company
did not sell any lease receivables
during 2010.
- 13 -
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:
2010 | 2009 | |||||||
Prepaid direct contract costs |
$ | 1,449,752 | $ | 925,532 | ||||
Prepaid indirect costs |
144,504 | 87,203 | ||||||
Other current assets |
620,345 | 589,332 | ||||||
Total |
$ | 2,214,601 | $ | 1,602,067 | ||||
5. | Property and
equipment |
Property and equipment consist of the following at December 31:
2010 | 2009 | |||||||
Furniture, fixtures and equipment |
$ | 665,706 | $ | 583,786 | ||||
Software |
131,425 | 124,817 | ||||||
Leasehold improvements |
30,528 | 30,528 | ||||||
Total |
827,659 | 739,131 | ||||||
Less: Accumulated depreciation |
(666,925 | ) | (560,613 | ) | ||||
Net |
$ | 160,734 | $ | 178,518 | ||||
- 14 -
Eyak Technology, LLC and Subsidiary
Notes to Consolidated Financial Statements
6. | Intangible assets |
Intangible assets consisted of the following at December 31, 2010 and 2009:
2010 | 2009 | Weighted | ||||||||||||||||||
Accumulated | Accumulated | Average | ||||||||||||||||||
Costs | Amortization | Costs | Amortization | Life | ||||||||||||||||
Contract rights |
$ | 557,330 | $ | (557,330 | ) | $ | 557,330 | $ | (458,300 | ) | 5 | |||||||||
Contract backlog |
103,028 | (103,028 | ) | 103,028 | (103,028 | ) | 1 | |||||||||||||
Total |
$ | 660,358 | $ | (660,358 | ) | $ | 660,358 | $ | (561,328 | ) | ||||||||||
The intangible assets have no residual value at the end of their useful
life. Amortization expense for the years ended December 31, 2010, 2009, and 2008
was $99,030, $396,239, and $132,071, respectively.
7 | Accounts payable and
accrued expenses |
Accounts payable and accrued expenses consisted of the following at December 31:
2010 | 2009 | |||||||
Trade payables |
$ | 27,166,760 | $ | 49,266,370 | ||||
Other accrued expenses |
7,930,994 | 6,655,501 | ||||||
Total |
$ | 35,097,754 | $ | 55,921,871 | ||||
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
$18,000,000 between January 1 and
August 31, and $28,000,000 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% member of the
Company, and are due on demand.
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,
2010 and 2009 was 2.76% and 2.73%,
respectively.
The financing arrangements contain
certain financial covenants that
require the Company to retain a
minimum percentage 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,
2010 and 2009 the Company is in
compliance with all of the covenants
of the credit facility.
- 15 -
Eyak Technology, LLC and Subsidiary
Notes to Consolidated Financial Statements
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, 2010 and 2009
borrowings under the credit
facilities which were comprised of
borrowings under the IFA were
$2,699,154 and $5,281,901,
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. The Company
provides a matching contribution
equal to 50% of the first 5%
contributed by the participant.
Participants vest ratably over 3
years in any matching contributions.
The Company recorded $190,723,
$176,519, and $197,686 in matching
contributions for the years ended
December 31, 2010, 2009, and 2008,
respectively.
10. | Operating leases |
The Company is obligated, as lessee,
under non-cancelable operating leases
for office space in Alaska, Virginia,
Louisiana, 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.
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, 2010:
Year Ending December 31 | Rent | |||
2011 |
590,026 | |||
2012 |
604,770 | |||
2013 |
619,773 | |||
2014 |
635,294 | |||
2015 |
108,512 | |||
Total |
$ | 2,558,375 | ||
Total rent expense for the years
ended December 31, 2010, 2009, and
2008 was $661,387, $552,405, and
$834,660, respectively, net of
sublease income in 2008 of $57,240.
- 16 -
Eyak Technology, LLC and Subsidiary
Notes to Consolidated Financial Statements
11. | Related party
transactions |
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, 2010,
2009, and 2008, the Company had $47.6
million, $21.9 million, and $25.8
million, respectively, of related
party purchases directly from GTSI in
the respective years. During 2008,
the Company dissolved the
mentor-protégé agreement with GTSI
Corporation. In October 2010, the
Company terminated its subcontracts
with GTSI. The company will still
support the mutual customers for any
awards made prior to the termination
of the subcontract.
At December 31, 2010 and 2009, the
Company has outstanding accounts
payable to GTSI of $10.6 million and
$9.4 million, respectively, for
purchases of GTSIs products.
During 2009, the Company sold $8.0
million of lease receivables to GTSI
under a Master Purchase Agreement
between the two companies. There were
no sales of lease receivables during
2010.
During the years ended December 31,
2010, 2009, and 2008, the Company
recorded $9,000, $36,000, and
$36,000, respectively, of expenses
for subcontractor services to the
Andrews Group, Inc., a Company owned
by a member of the Companys board of
directors.
The Company leases 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 2010, 2009
and 2008 was $21,331, $20,879 and
$20,124, respectively. The lease
expired in November, 2010 and the
Company continues to the rent the
office space on a month-to-month
basis.
The Company is an arbitration
proceeding with GTSI on a number of
issues. See Note 12 below.
During the years ended December 31,
2010 and 2009, the Company sold $14.9
million and $0.2 million,
respectively, of products and
services to The Eyak Corporation and
its subsidiaries. As of December 31,
2010 and 2009 there was $6.0 million
and $0.2 million, respectively, in
accounts receivable outstanding to
The Eyak Corporation and its
subsidiaries.
For the years ended December 31, 2010
and 2009 the Company has accrued at
year-end for cash payments to be made
in the subsequent year to The Eyak
Foundation. The Eyak Foundation is
owned by The Eyak Corporation and
provides scholarships and other
assistance to members of the Eyak
tribe. The amounts paid are
discretionary as approved by
EyakTeks Board of Directors. As of
December 31, 2010 and 2009 the
Company had accrued $413,944 and
$434,000, respectively, to The Eyak
Foundation.
- 17 -
Eyak Technology, LLC and Subsidiary
Notes to Consolidated Financial Statements
12. | Commitments and contingencies |
Concentration risk: 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.
On-going litigation: The Company is
in an arbitration proceeding with
GTSI on a number of issues. The
following is a recap of the time line
leading up to the arbitration.
On May 10, 2010, the Company
graduated from the Small Business
Administrations business development
program under Section 8(a) of the
Small Business Act 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.
In August, 2010, the Company made
GTSIs Board of Directors a private
cash offer to acquire GTSI for a
price reflecting a significant
premium to their current stock price
at that time. GTSIs Board of
Directors rejected this offer and
refused to negotiate a takeover
transaction. In September, 2010, the
Company made the offer public. Once
again, GTSIs Board of Directors
rejected the offer. The Company made
a second offer in September
increasing the price they would pay
to acquire GTSI. GTSIs Board of
Directors again rejected the
Companys offer. In October, the
Company withdrew its offers to
acquire GTSI.
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. The
letter indicated that GTSI was
instead seeking to call a meeting of
the Members.
On August 30, 2010, the Company
received another 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.
In September 2010, GTSI filed suit in
the Delaware Court of Chancery
seeking to prevent the acquisition of
GTSI by EyakTek, seeking a meeting of
the members and later seeking to have
a new GTSI director appointed to the
Board of EyakTek. Previously, GTSI
had removed its representative from
the EyakTek Board.
EyakTek and the members other than
GTSI initiated an arbitration
proceeding and asked the Court of
Chancery to stay or dismiss the
Delaware litigation based on the
mandatory arbitration clause in
EyakTeks Operating Agreement. In
November 2010, the Court of Chancery
agreed with EyakTek and its members
and stayed the litigation pending
action in the arbitration. In
December 2010, the Court of Chancery
denied GTSIs request to certify the
matter for interlocutory appeal to
the Delaware Supreme Court.
- 18 -
Eyak Technology, LLC and Subsidiary
Notes to Consolidated Financial Statements
On January 10, 2011, the Delaware
Supreme Court denied GTSIs request
for an interlocutory appeal of the
Chancery Courts order staying the
litigation pending a decision of the
arbitrator.
On January 18, 2011, GTSI withdrew
its previous challenge to the
arbitrability of the dispute and
restated its claims to include a
request for a declaratory judgment
that a Dissolution Event has occurred
with respect to EyakTek and for
injunctive relief requiring the
appointment of a liquidator to
oversee the winding up and
dissolution of EyakTek.
The Company disagrees with GTSIs
interpretation of the relevant
provisions of the Companys operating
agreement. The other Members of the
Company, who together hold a 63%
Percentage Interest, have irrevocably
voted to continue the Companys
operations.
EyakTek believes that the GTSI claim
is without merit and intends to
vigorously defend the claim.
Moreover, notwithstanding the January
18, 2011 claim; EyakTek believes that
GTSI does not wish to cause the
dissolution of EyakTek. This belief
is based upon prior discussions
between members of GTSIs Board of
Directors and representatives of
EyakTek that GTSI is not interested
in dissolving EyakTek and that a
dissolution of EyakTek would likely
cause severe harm to the financial
condition of GTSI.
SBA suspension of EG Solutions: On
November 18, 2010, EGS received
notice from the SBA that EGS was
suspended from receiving any future
contract awards from the federal
government. The Company has and will
continue to cooperate in full with
the SBA throughout the review of the
issues by the SBA. Due to the
suspension, EGS did not receive their
last option year renewal under the
First Source contract that came up
for renewal on February 6, 2011. It
is important to note that the SBA
suspension is specific to EGS. During
the year ended December 31, 2010,
EGSs gross margins contributed
approximately 3.8% of EyakTeks total
gross margin.
- 19 -