Attached files

file filename
8-K/A - 8-K/A - DATALINK CORPa11-31858_18ka.htm
EX-23.1 - EX-23.1 - DATALINK CORPa11-31858_1ex23d1.htm
EX-99.4 - EX-99.4 - DATALINK CORPa11-31858_1ex99d4.htm
EX-99.2 - EX-99.2 - DATALINK CORPa11-31858_1ex99d2.htm

Exhibit 99.3

 

MIDWAVE CORPORATION

 

AUDITED FINANCIAL STATEMENTS

 

DECEMBER 25, 2010 and DECEMBER 26, 2009

 

CONTENTS

 

 

Page

 

 

Independent Auditor’s Report

2

 

 

Financial Statements

 

 

 

Balance Sheet

3

Statements of Operations

4

Statements of Stockholders’ Equity

5

Statements of Cash Flows

6

Notes to the Financial Statements

7 - 12

 



 

INDEPENDENT AUDITOR’S REPORT

 

Stockholders and Board of Directors

Midwave Corporation

Eden Prairie, Minnesota

 

We have audited the accompanying balance sheets of Midwave Corporation as of December 25, 2010 and December 26, 2009, and the related statements of operations, stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Midwave Corporation as of December 25, 2010 and December 26, 2009, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

 

/s/ Baker Tilly Virchow Krause, LLP

 

Minneapolis, Minnesota

March 31, 2011

 

2



 

Midwave Corporation

Balance Sheets

 

 

 

December 25,
2010

 

December 26,
2009

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

3,701,143

 

$

6,734,366

 

Accounts receivable, net

 

8,303,502

 

7,453,237

 

Prepaid expenses

 

355,688

 

234,254

 

Total current assets

 

12,360,333

 

14,421,857

 

Property and equipment, net

 

581,927

 

724,862

 

Total assets

 

$

12,942,260

 

$

15,146,719

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities

 

 

 

 

 

Wholesale lines of credit

 

$

3,699,945

 

$

4,376,473

 

Accounts payable

 

3,126,564

 

4,516,320

 

Accrued compensation

 

985,017

 

970,042

 

Accrued expenses

 

430,666

 

385,990

 

Customer deposits

 

510,408

 

807,302

 

Deferred rent

 

58,947

 

84,679

 

Current portion of capital lease obligations

 

21,220

 

67,610

 

Current portion of long term debt

 

 

107,782

 

Total current liabilities

 

8,832,767

 

11,316,198

 

Capital lease obligations, net of current portion

 

 

20,974

 

Total liabilities

 

8,832,767

 

11,337,172

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

Common stock, $.001 par value per share, 15,000,000 shares authorized, 5,700,000 shares issued and outstanding as of December 25, 2010 and December 26, 2009, respectively

 

5,700

 

5,700

 

Additional paid in capital

 

625,120

 

620,120

 

Retained earnings

 

3,478,673

 

3,183,727

 

Total stockholders’ equity

 

4,109,493

 

3,809,547

 

Total liabilities and stockholders’ equity

 

$

12,942,260

 

$

15,146,719

 

 

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

 

3



 

Midwave Corporation

Statements of Operations

 

 

 

 

Twelve Months Ended

 

 

 

December 25,
2010

 

December 26,
2009

 

 

 

 

 

 

 

Net sales

 

$

62,379,172

 

$

66,910,743

 

 

 

 

 

 

 

Cost of goods sold

 

51,386,169

 

55,824,735

 

 

 

 

 

 

 

Gross profit

 

10,993,003

 

11,086,008

 

 

 

 

 

 

 

Selling, general and administrative expense

 

9,637,099

 

9,667,469

 

 

 

 

 

 

 

Operating income

 

1,355,904

 

1,418,539

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

Interest income

 

18,525

 

28,844

 

Interest expense

 

(7,357

)

(20,316

)

Net other income

 

11,168

 

8,528

 

 

 

 

 

 

 

Net income

 

$

1,367,072

 

$

1,427,067

 

 

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

 

4



 

Midwave Corporation

Statements of Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

Retained

 

 

 

 

 

Common Stock

 

Additional

 

Earnings

 

 

 

 

 

Shares

 

Amount

 

Paid-in Capital

 

(Deficit)

 

Total

 

Balances, December 27, 2008

 

5,700,000

 

$

5,700

 

$

606,165

 

$

2,732,192

 

$

3,344,057

 

Distributions

 

 

 

 

(975,532

)

(975,532

)

Compensation expense related to vesting of stock options

 

 

 

13,955

 

 

13,955

 

Net income

 

 

 

 

1,427,067

 

1,427,067

 

Balances, December 26, 2009

 

5,700,000

 

5,700

 

620,120

 

3,183,727

 

3,809,547

 

Distributions

 

 

 

 

(1,072,126

)

(1,072,126

)

Compensation expense related to vesting of stock options

 

 

 

5,000

 

 

5,000

 

Net income

 

 

 

 

1,367,072

 

1,367,072

 

Balances, December 25, 2010

 

5,700,000

 

$

5,700

 

$

625,120

 

$

3,478,673

 

$

4,109,493

 

 

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

 

5



 

Midwave Corporation

Statements of Cash Flows

 

 

 

Twelve Months Ended

 

 

 

December 25,
2010

 

December 26,
2009

 

Cash flows provided by (used in) operating activities:

 

 

 

 

 

Net income

 

$

 1,367,072

 

$

 1,427,067

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

Depreciation and amortization

 

429,188

 

472,525

 

Compensation expense related to vesting of stock options

 

5,000

 

13,955

 

Changes in operating assets and liabilities

 

 

 

 

 

Accounts receivable

 

(850,265

)

3,518,575

 

Inventories

 

 

23,625

 

Prepaid expenses

 

(121,434

)

(63,814

)

Wholesale line of credit

 

(676,528

)

1,412,772

 

Accounts payable

 

(1,389,756

)

(1,144,674

)

Accrued compensation

 

14,975

 

(187,252

)

Accrued expenses

 

44,676

 

9,248

 

Customer deposits

 

(296,894

)

310,694

 

Deferred rent

 

(25,732

)

(115,092

)

Net cash flows provided by (used in) operating activities

 

(1,499,698

)

5,677,629

 

 

 

 

 

 

 

Cash flows used in investing activities:

 

 

 

 

 

Purchases of property and equipment

 

(286,253

)

(108,667

)

 

 

 

 

 

 

Cash flows used in financing activities:

 

 

 

 

 

Payments on capital lease obligations

 

(67,364

)

(62,160

)

Payments on long-term debt

 

(107,782

)

(135,424

)

Distributions to stockholders

 

(1,072,126

)

(975,532

)

Net cash flows used in financing activities

 

(1,247,272

)

(1,173,116

)

 

 

 

 

 

 

Net change in cash and cash equivalents

 

(3,033,223

)

4,395,846

 

Cash and cash equivalents, beginning of year

 

6,734,366

 

2,338,520

 

Cash and cash equivalents, end of year

 

$

 3,701,143

 

$

 6,734,366

 

 

 

 

 

 

 

Supplementary cash flow disclosures

 

 

 

 

 

Cash paid for interest

 

$

 7,357

 

$

 20,316

 

 

 

 

 

 

 

Noncash investing and financing activities

 

 

 

 

 

Equipment acquired with capital lease obligation

 

$

 

$

55,305

 

 

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

 

6



 

MIDWAVE CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

December 25, 2010

 

1.             Summary of Significant Accounting Policies

 

Nature of Operations

 

Midwave Corporation (the Company) sells, designs, implements, and supports enterprise server, internetworking, information security products and services to customers throughout the Midwest.

 

Fiscal Year

 

The Company has a 4-5-4 retail accounting year-end which ends on the last Saturday closest to the end of the calendar year.

 

Cash and Cash Equivalents

 

The Company defines cash and cash equivalents as highly liquid, short-term investments with a maturity at the date of acquisition of three months or less. The Company maintains its cash in financial institutions. The balances, at times, may exceed federally insured limits.

 

Accounts Receivable

 

Accounts receivable have been reduced by an allowance for uncollectible accounts of $150,000 at both December 25, 2010 and December 26, 2009. The Company believes all accounts receivable in excess of the allowance are fully collectible. On a periodic basis, the Company evaluates its accounts receivable based on history of past write-offs, collections and current credit conditions. If accounts receivable in excess of the provided allowance are determined uncollectible, they are charged to expense in the year that determination is made. The Company performs ongoing credit evaluations of its customers. Past due accounts are determined based on individual customer circumstances. The Company does not accrue interest on outstanding accounts receivable balances. The Company extends unsecured credit to customers in the normal course of business.

 

Revenue Recognition

 

Revenues from sales of hardware are recognized upon shipment. The Company generally acts as a distributor for its suppliers and retains product returns and/or collection risk. Occasionally, the Company’s sales activities are similar to that of an agent. Generally, agent sales occur when the Company has no product return, credit collection, or warranty risk. In these cases, the Company will record revenue net of amounts paid to third parties.

 

The Company recognizes software license revenue when the software has been delivered, a signed contract exists, the fee is fixed and determinable, collection of resulting receivables is probable, and product returns are reasonably estimable.

 

The Company sells third-party maintenance agreements and recognizes all revenue and associated costs for these arrangements at the expiration of the cancellation period which is generally the start of the maintenance period. Revenue from maintenance is recognized at the start of the maintenance period, as the Company is not required to perform any services related to the maintenance.

 

Service fees are recognized as revenue when earned, which is generally as the service is performed.

 

Sales Tax

 

The Company collects sales taxes from customers and remits it to governmental authorities. The Company’s policy is to present taxes imposed on revenue producing transactions on a net basis.

 

7



 

Property and Equipment

 

Property and equipment consists of computer equipment, furniture, software, and leasehold improvements and are stated at cost. Property and equipment under capital leases are stated at the present value of minimum lease payments. Maintenance, repairs and minor renewals are expensed when incurred.

 

Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, which generally range from three to seven years. Property and equipment held under capital lease and leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the asset.

 

Shipping and Handling Costs

 

Shipping and handling costs charged to customers have been included in net sales. Shipping and handling costs incurred by the Company have been included in cost of goods sold.

 

Income Taxes

 

The Company is not a taxpaying entity for federal and state income tax purposes. Each stockholder’s allocable share of the Company’s taxable income or loss is taxed on the stockholder’s income tax returns. No provision or liability for federal or state income taxes has been included in the financial statements.

 

With few exceptions, the Company is no longer subject to U.S. federal, state or local income tax examinations by tax authorities for the fiscal years before 2007. The Company is not currently under examination by any taxing jurisdiction. In the event of any future tax assessments, the Company has elected to record the income taxes and any related interest and penalties as income tax expense on the Company’s statements of operations.

 

Advertising

 

Advertising costs are charged to operations when incurred. Advertising expense was $90,720 and $198,800 for the years ended December 25, 2010 and December 26, 2009.

 

Stock-based Compensation

 

The Company measures and recognizes compensation expense for all stock-based payments at fair value. The financial statements for the years ended December 25, 2010 and December 26, 2009 recognize compensation cost for the portion of outstanding awards which have vested during the year. The Company recognizes stock-based compensation costs on a straight-line basis over the requisite service period of the award, which is generally the option vesting term.

 

The Company has granted stock options over the years to management under an approved stock option plan. As of December 25, 2010, 105,500 stock options are outstanding. The fair value of each option grant was determined as of the grant date, utilizing the Black Scholes option pricing model. The Company calculates expected volatility for stock options using historical volatility of a computer tech industry index as the Company believes the expected volatility will approximate historical volatility. Based on these valuations, the Company recognized compensation expense of $5,000 and $13,955 for the years ended December 25, 2010 and December 26, 2009. The amortization of each grant will continue over the remainder of the vesting period of each option grant.

 

There were no stock options granted during the years ended December 25, 2010 and December 26, 2009.

 

Impairment of Long-Lived Assets

 

The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be fully recoverable. An impairment loss will be recognized when the estimated future cash flows from the use of the asset are less than the carrying amount of that asset. To date, there have been no such losses.

 

8



 

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 sales and expenses during the reporting period. Actual results could differ from those estimates.

 

2.             Property and Equipment, net

 

The major categories of property and equipment at December 25, 2010 and December 26, 2009 are summarized as follows:

 

 

 

December 25,
2010

 

December 26,
2009

 

 

 

 

 

 

 

Computer equipment

 

$

1,737,271

 

$

1,527,970

 

Furniture and fixtures

 

203,256

 

193,518

 

Software

 

754,653

 

754,653

 

Leasehold improvements

 

67,214

 

134,867

 

 

 

 

 

 

 

Total

 

2,762,394

 

2,611,008

 

 

 

 

 

 

 

Less: accumulated depreciation and amortization

 

(2,180,467

)

(1,886,146

)

 

 

 

 

 

 

Net

 

$

581,927

 

$

724,862

 

 

Depreciation and amortization expense was $429,188 and $472,525 for the years ended December 25, 2010 and December 26, 2009.

 

3.             Wholesale Lines of Credit

 

On July 2, 2004, the Company entered into an agreement for wholesale financing (AWF) and business financing with a finance corporation. Termination of the agreement will occur with 30 days written notification by either party. The AWF extends credit to the Company to purchase inventory from the financer’s approved vendors. Extension of credit is at the sole discretion of the finance company. The Company may borrow up to an aggregate of $8,000,000 from the financer. Of the aggregate balance, the Company may borrow up to $1,000,000 under the Accounts Receivable Facility, limited to 85% of eligible accounts. The Inventory Floorplan Credit Facility has a borrowing limit of $8,000,000, but at no time may the aggregate borrowings of both facilities exceed $8,000,000. Specific credit terms vary according to multiple factors such as vendor discounts, payment terms or other incentives and therefore are not included in the agreement. Upon agreeing to finance an item of inventory, the financer will send a statement of transaction (SOT) for such inventory purchase with the applicable payment terms. The Company has 15 days to decline in writing.

 

The AWF is secured by substantially all of the Company’s assets. The Company had outstanding credit of $3,699,945 and $4,376,473 at December 25, 2010 and December 26, 2009. The above agreement of wholesale financing is subject to a covenant requiring the Company to maintain a required level of tangible net worth and subordinated debt. The Company had met all required terms as of December 25, 2010.

 

4.             Capital Lease Obligation

 

The Company leases certain equipment under a capital lease expiring in January 2012. The lease bears interest at 7.9% and is secured by the equipment under lease. Total cost and accumulated amortization of the leased equipment was $270,772 and $230,108 at December 25, 2010 and $270,772 and $190,790 at December 26, 2009. Amortization expense has been included in depreciation expense.

 

9



 

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

 

December 25, 2011

 

$

22,211

 

Total

 

22,211

 

Less: amounts representing interest

 

(991

)

Present value of future minimum lease payments

 

21,220

 

Less: current portion

 

(21,220

)

Capital lease obligation, net of current portion

 

$

 

 

In March 2011, the Company acquired certain assets under a capital lease agreement with U.S. Bancorp Equipment Finance, Inc. for approximately $370,000. Monthly payments of approximately $6,800 begin April 1, 2011.

 

5.             Long-term Debt

 

In September 2007, the Company entered into a promissory note payable with a bank for $400,000. The note was paid in full in September 2010.

 

6.             Stock Options

 

The Company’s 1999 Stock Option Plan (the Plan) provides for issuance of up to an aggregate of 750,000 shares of common stock to employees and directors. The Plan provides for the issuance of incentive and nonqualified stock options.

 

Under the Plan, the exercise price for incentive stock options is at least 100% of the fair market value on the date of the grant and is at least 110% of the fair market value on the date of the grant for persons with greater than 10% of the voting power of all classes of stock. Under the Plan, the exercise price for nonqualified stock options is at least 85% of the fair market value on the date of the grant.

 

Options generally expire in ten years; however, incentive stock options may expire in five years if the optionee owns stock representing more than 10% of the voting power of all classes of stock. Vesting periods are determined by the board of directors and generally provide for shares to vest ratably over four years.

 

Stock options outstanding under the Plan are as follows:

 

 

 

Options

 

Weighted average
exercise price per share

 

Aggregate
intrinsic value

 

Outstanding at December 27, 2008

 

452,500

 

$

1.40

 

 

 

Forfeited

 

(72,500

)

1.09

 

 

 

Expired

 

(70,000

)

1.00

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 26, 2009

 

310,000

 

$

1.56

 

$

292,500

 

Exercisable at December 26, 2009

 

292,500

 

$

1.50

 

$

292,500

 

 

 

 

 

 

 

 

 

Outstanding at December 26, 2009

 

310,000

 

$

1.56

 

 

 

Forfeited

 

(7,500

)

1.50

 

 

 

Expired

 

(197,000

)

1.28

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 25, 2010

 

105,500

 

$

2.07

 

$

8,875

 

Exercisable at December 25, 2010

 

100,500

 

$

2.05

 

$

8,875

 

 

The range of exercise prices was $1.50 - $2.50 at December 25, 2010. The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on the fair value of the Company’s stock, which theoretically could have been received by option holders had all option holders exercised their options as of December 25, 2010 and December 26, 2009.

 

10



 

The weighted average remaining contractual life of the stock options outstanding was 4.16 and 2.41 years at December 25, 2010 and December 26, 2009.

 

7.             Retirement Plan

 

The Company’s employees are eligible to participate in a 401(k) profit sharing plan. Contributions to the plan are determined annually by the Company. Company contributions were $186,412 and $193,671 for the years ended December 25, 2010 and December 26, 2009.

 

8.             Commitments and Contingencies

 

Operating Lease

 

The Company leases its office space under a noncancelable operating lease that expires February 2016. Under the lease, rent payment was deferred for the first five months of occupancy. Monthly base rent increases from $21,185 to $23,023. The Company must also pay its pro rata share of real estate taxes and operating expenses.

 

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

 

 

 

December 25,
2010

 

2011

 

$

212,854

 

2012

 

259,769

 

2013

 

264,981

 

2014

 

270,194

 

2015

 

275,407

 

2016

 

46,046

 

Total

 

$

1,329,251

 

 

Rent expense, including operating expenses, was $724,641 and $592,365 for the years ended December 25, 2010 and December 26, 2009.

 

Major Customers

 

One customer accounted for approximately 20% of total accounts receivable at December 25, 2010. Another customer and its affiliates accounted for approximately 12% of total accounts receivable and 12% of total sales for the year ended December 26, 2009.

 

Buy-Sell Agreement

 

The Company and its stockholders have entered into a buy-sell agreement that restricts the ability of the stockholders to dispose of or transfer their shares of stock. The Company is required to purchase all of the shares from either stockholder in the event of their death, as long as the Company has funds legally available to do so. The Company also has the option to purchase the shares of the minority stockholder in the event of permanent disability, incompetency, offer for sale, transfer by legal process, bankruptcy, or termination of employment. The Company and its stockholders can set the fair value of the shares at any time for purposes of this agreement.

 

9.             Subsequent Events

 

The Company has evaluated subsequent events through March 31, 2011, the date these financial statements were available to be issued, for events requiring recording or disclosure in the financial statements.

 

11