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8-K/A - FORM 8-K AMENDMENT NO. 1 - TELOS CORPd233560d8ka.htm
EX-99.3 - TELOS CORPORATION AND SUBSIDIARIES PRO FORMA FINANCIAL STATEMENTS - TELOS CORPd233560dex993.htm
EX-99.1 - IT LOGISTICS, INC. FINANCIAL STATEMENTS, DECEMBER 31, 2010 AND 2009 - TELOS CORPd233560dex991.htm

Exhibit 99.2

IT Logistics, Inc.

Statements of Operations

(unaudited and not reviewed)

(amounts in thousands)

 

     Six Months
Ended

June  30, 2011
    Six Months
Ended

June  30, 2010
 

Contract revenue

   $ 7,822      $ 12,077   
  

 

 

   

 

 

 

Cost of contract revenue

     5,201        6,618   
  

 

 

   

 

 

 

Gross profit

     2,621        5,459   

Operating expenses

     870        1,207   
  

 

 

   

 

 

 

Income from operations

     1,751        4,252   

Other expense

    

Interest expense

     (30     —     
  

 

 

   

 

 

 

Net income

   $ 1,721      $ 4,252   
  

 

 

   

 

 

 

See accompanying notes to the financial statements.

 

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IT Logistics, Inc.

Statement of Financial Position

(unaudited and not reviewed)

(amounts in thousands)

 

     June 30, 2011     December 31,
2010
 
ASSETS     

Current assets

    

Cash

   $ 25      $ 258   

Accounts receivable

     2,050        1,571   

Notes receivable

     —          305   

Inventories

     513        569   

Other current assets

     780        95   
  

 

 

   

 

 

 

Total current assets

     3,368        2,798   

Property and equipment, net of accumulated depreciation

     160        159   

Other assets

     77        1   
  

 

 

   

 

 

 

Total assets

   $ 3,605      $ 2,958   
  

 

 

   

 

 

 
LIABILITIES and STOCKHOLDERS’ DEFICIT     

Current liabilities

    

Accounts payable and other accrued payables

   $ 2,137      $ 664   

Accrued compensation and benefits

     70        96   

Senior credit facility – short-term

     1,950        895   

Other current liabilities

     —          1,388   
  

 

 

   

 

 

 

Total current liabilities

     4,157        3,043   

Other liabilities

     —          3   
  

 

 

   

 

 

 

Total liabilities

     4,157        3,046   
  

 

 

   

 

 

 

Stockholders’ deficit

    

Common stock

     1        1   

Retained Earnings

     2,560        3,024   

Treasury stock

     (3,113     (3,113
  

 

 

   

 

 

 

Total stockholders’ deficit

     (552     (88
  

 

 

   

 

 

 

Total liabilities, and stockholders’ deficit

   $ 3,605      $ 2,958   
  

 

 

   

 

 

 

See accompanying notes to the financial statements.

 

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IT Logistics, Inc.

Statement of Cash Flows

(unaudited and not reviewed)

(amounts in thousands)

 

     Six Months Ended June 30,  
     2011     2010  

Operating activities:

    

Net income

   $ 1,721      $ 4,252   

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

    

Depreciation and amortization

     27        26   

Changes in other operating assets and liabilities

     (1,152     1,064   
  

 

 

   

 

 

 

Cash provided by operating activities

     596        5,342   
  

 

 

   

 

 

 

Investing activities:

    

Purchases of property and equipment

     (1     (5
  

 

 

   

 

 

 

Cash used in investing activities

     (1     (5
  

 

 

   

 

 

 

Financing activities:

    

Net proceeds from line of credit

     1,055        —     

Collection of notes receivable

     305        —     

Payments on capital lease

     (3     —     

Principal payments on notes payable

     —          (2,075

Dividends paid

     (2,185     (2,260
  

 

 

   

 

 

 

Cash used in financing activities

     (828     (4,335
  

 

 

   

 

 

 

(Decrease) increase in cash

     (233     1,002   

Cash at beginning of period

     258        267   
  

 

 

   

 

 

 

Cash at end of period

   $ 25      $ 1,269   
  

 

 

   

 

 

 

See accompanying notes to the financial statements.

 

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IT Logistics, Inc.

Notes to Financial Statements

(Unaudited)

Note A - Summary of Significant Accounting Policies

Nature of Operations

IT Logistics, Inc. (the “Company”) provides survey, design, engineering, and installation services of inside and outside plant secure networking infrastructure and program management expertise to both government and commercial customers throughout the United States. The work is performed under lump sum and time and material contracts. The length of the Company’s contracts varies, but is typically between twelve to eighteen months.

Basis of Presentation

The unaudited condensed financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. However, the information included in these interim condensed financial statements reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full year. The balance sheet information as of December 31, 2010 was derived from the audited financial statements released on August 31, 2011. These interim financial statements should be read in conjunction with that report.

Use of Estimates

Management uses estimates and assumptions in preparing the financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting period. In these financial statements, assets, liabilities, and earnings from contracts involve extensive reliance on management’s estimates. Actual results could differ from these estimates.

Revenue Recognition

Revenues from long-term construction contracts are recognized on the percentage-of-completion method for financial reporting purposes, measured by the percentage of costs incurred to date to estimated total costs for each contract. This method is used because management considers total cost to be the best available measure of progress on these contracts.

Contract costs include all direct job costs and those indirect costs related to contract performance, such as indirect labor, supplies, insurance, equipment repairs, and depreciation costs. General and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from final contract settlements, may result in revisions to costs and income and are recognized in the period in which the revisions are determined.

 

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All other revenues including survey, design, project management, and sale of materials are recognized under the accrual method.

Accounts Receivable

An allowance for doubtful accounts on accounts receivable has not been provided, as it is management’s opinion that losses, if any, would not be material to the financial statements.

Inventory

Inventory includes materials and supplies used in construction contracts and is stated at the lower of cost or market, determined by the first-in, first-out (FIFO) method.

Taxes on Income

Effective January 1, 2007, the Company elected, with the consent of its shareholders, to be taxed under the provisions of Subchapter S of the Internal Revenue Code. Under these provisions, the Company does not pay Federal corporate income taxes on its taxable income. Instead, the stockholders are liable for individual Federal income taxes on the Company’s taxable income. The Company has elect & to pay state income taxes in applicable states based on its taxable income and, accordingly, a liability for state income taxes and a provision for state income taxes are reflected on the financial statements.

Note B – Major Customers

The Company had a major customer who generated substantially all contract revenues earned for the six months ended June 30, 2011 and 2010, respectively.

Note C — Fair Value of Instruments

The carrying amounts of the Company’s financial instruments, including cash, cash equivalents, accounts receivable, and accounts payable approximate fair value due to their short-term nature. The carrying amounts of the Company’s indebtedness approximate fair value due to their terms.

Note D - Revolving Line-of-Credit

The Company has a $2,400,000 line-of-credit agreement with a bank which expired May 26, 2011. The line bears a variable interest rate at 1% above lender’s prime and is secured by accounts receivable, inventory, equipment, and the personal guarantee of the stockholder of the Company. The amount outstanding on the line at June 30, 2010 and December 31, 2010 was $1,950,000 and $895,000, respectively. The line-of-credit was paid off and closed after the sale of the assets to Telos Corporation described in Note E.

Note E — Subsequent Events

Subsequent events have been evaluated through September 19, 2011, which is the date the financial statements were available to be issued.

On July 1, 2011 the Company and its sole stockholder entered into and closed on an asset purchase agreement with Telos Corporation, its major customer, whereby the Company agreed to sell certain assets relating to the operation of the Company’s business. Under the terms of the agreement, Telos is assuming certain liabilities of the Company, principally liabilities that accrue on or after the sale date, under certain contracts assumed by Telos.

 

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The sale price for the assets (in addition to the assumed liabilities described above) consisted of (1) $8 million payable on July 1, 2011, (2) $7 million payable in 10 monthly payments of $700,000, together with interest on the unpaid balance of such amount at the rate of 0.50% per annum, beginning on August 1, 2011 and on the first day of each subsequent month thereafter, and (3) a subordinated promissory note with a principal amount of $15 million. The subordinated note accrues interest at a rate of 6.0% per annum beginning November 1, 2012, and is payable on July 1, 2041.

 

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