Exhibit 99.2
Karta Technologies, Inc. and Affiliate
Consolidated Balance Sheets
(unaudited)
Assets
| | | | | | |
| | March 31, 2007 | | December 31, 2006 |
Current Assets | | | | | | |
| | |
Cash | | $ | 2,604,529 | | $ | 1,766,201 |
Contract receivables – net of allowance for doubtful accounts | | | 15,964,611 | | | 15,524,669 |
Accounts receivable | | | 841,159 | | | 76,159 |
Prepaid contract costs | | | 23,340 | | | 63,414 |
Prepaid expenses | | | 217,782 | | | 114,489 |
| | | | | | |
| | |
Total current assets | | | 19,651,421 | | | 17,544,932 |
| | |
Property and Equipment – net of accumulated depreciation and amortization | | | 4,809,699 | | | 6,408,519 |
| | |
Other Assets – deposits | | | 55,754 | | | 68,094 |
| | | | | | |
| | |
| | $ | 24,516,874 | | $ | 24,021,545 |
| | | | | | |
Liabilities and Equity
| | | | | | |
| | March 31, 2007 | | December 31, 2006 |
Current Liabilities | | | | | | |
| | |
Current maturities of long-term debt | | $ | 184,166 | | $ | 55,287 |
Current portion of capitalized lease obligations | | | 1,301 | | | 5,895 |
Accounts payable | | | 1,963,624 | | | 1,784,410 |
Accrued expenses | | | 3,579,339 | | | 2,065,939 |
Accrued vacation | | | 889,849 | | | 744,067 |
Provision for losses on contract | | | — | | | 328,517 |
Billings in excess of costs and estimated earnings on incomplete contracts | | | 2,247,208 | | | 835,606 |
Deferred revenue | | | 214,988 | | | 434,266 |
Deferred income taxes | | | 298,038 | | | 252,906 |
Note payable to stockholder | | | 308,000 | | | 308,000 |
Due to affiliate | | | 135,101 | | | 135,101 |
| | | | | | |
| | |
Total current liabilities | | | 9,821,614 | | | 6,949,994 |
| | | | | | |
| | |
Long-Term Liabilities | | | | | | |
| | |
Line of credit | | | — | | | 1,500,000 |
Long-term debt – less current maturities | | | 3,460,980 | | | 5,171,345 |
Security deposits | | | 132,915 | | | 135,415 |
| | | | | | |
| | |
Total long-term liabilities | | | 3,593,895 | | | 6,806,760 |
| | | | | | |
| | |
Total liabilities | | | 13,415,509 | | | 13,756,754 |
| | | | | | |
| | |
Equity | | | | | | |
| | |
Common stock | | | 102,500 | | | 102,500 |
Additional paid-in capital | | | 181,952 | | | 148,785 |
Retained earnings | | | 9,618,201 | | | 9,472,749 |
Partners’ capital | | | 1,198,712 | | | 540,757 |
| | | | | | |
| | |
Total equity | | | 11,101,365 | | | 10,264,791 |
| | | | | | |
| | |
| | $ | 24,516,874 | | $ | 24,021,545 |
| | | | | | |
2
Karta Technologies, Inc. and Affiliate
Consolidated Statements of Income
Three Months Ended March 31,
(unaudited)
| | | | | | | | |
| | 2007 | | | 2006 | |
Revenues: | | | | | | | | |
Contract revenue | | $ | 13,529,938 | | | $ | 13,230,133 | |
Other revenue | | | 57 | | | | 39,166 | |
| | | | | | | | |
| | |
| | | 13,529,995 | | | | 13,269,299 | |
| | | | | | | | |
| | |
Expenses: | | | | | | | | |
Direct expenses | | | 8,449,419 | | | | 8,531,222 | |
Indirect expenses | | | 3,551,982 | | | | 2,817,643 | |
Other expenses | | | 545,918 | | | | 252,826 | |
| | | | | | | | |
| | |
| | | 12,547,319 | | | | 11,601,691 | |
| | | | | | | | |
| | |
Operating income (loss) | | | 982,676 | | | | 1,667,608 | |
| | | | | | | | |
| | |
Other income (expense): | | | | | | | | |
Gain on sale of assets | | | 662,190 | | | | — | |
Interest income | | | 53,869 | | | | 22,618 | |
Interest expense | | | (28,556 | ) | | | (64,071 | ) |
| | | | | | | | |
| | |
| | | 687,503 | | | | (41,453 | ) |
| | | | | | | | |
| | |
Income before income taxes | | | 1,670,179 | | | | 1,626,155 | |
| | |
Income tax expense | | | 45,939 | | | | 610,908 | |
| | | | | | | | |
| | |
Net income | | | 1,624,240 | | | | 1,015,247 | |
| | |
Noncontrolling interest in net income | | | 657,955 | | | | 19,954 | |
| | | | | | | | |
| | |
Controlling interest in net income | | $ | 966,285 | | | $ | 995,293 | |
| | | | | | | | |
3
Karta Technologies, Inc. and Affiliate
Consolidated Statements of Cash Flows
Three Months Ended March 31,
(unaudited)
Increase (Decrease) in Cash
| | | | | | | | |
| | 2007 | | | 2006 | |
Cash Flows From Operating Activities | | | | | | | | |
Controlling interest in net income | | $ | 966,285 | | | $ | 995,293 | |
| | | | | | | | |
| | |
Adjustments to reconcile controlling interest in net income to net cash provided by (used in) operating activities: | | | | | | | | |
Noncontrolling interest in net income | | | 657,955 | | | | 19,951 | |
Gain on sale of assets | | | (662,190 | ) | | | — | |
Depreciation and amortization | | | 106,016 | | | | 193,343 | |
Deferred income taxes | | | 45,132 | | | | 195,836 | |
Share-based compensation expense | | | 33,167 | | | | — | |
Changes in assets and liabilities: | | | | | | | | |
Contract receivables | | | (439,942 | ) | | | (2,947,697 | ) |
Accounts receivable | | | (765,000 | ) | | | (34,907 | ) |
Prepaid contract costs and expenses | | | (63,219 | ) | | | 268,000 | |
Deposits | | | 12,340 | | | | (3,122 | ) |
Accounts payable | | | 179,214 | | | | 1,672,149 | |
Accrued expenses and vacation | | | 1,330,665 | | | | 1,777,373 | |
Billings in excess of costs and estimated earnings on incomplete contracts | | | 1,411,602 | | | | 95,360 | |
Deferred revenue | | | (219,278 | ) | | | (437,061 | ) |
Security deposits | | | (2,500 | ) | | | — | |
| | | | | | | | |
| | |
Total adjustments | | | 1,623,962 | | | | 799,225 | |
| | | | | | | | |
| | |
Net cash provided by (used in) operating activities | | | 2,590,247 | | | | 1,794,518 | |
| | | | | | | | |
| | |
Cash Flows From Investing Activities | | | | | | | | |
Purchase of property and equipment | | | (552,982 | ) | | | (213,522 | ) |
Proceeds from sale of assets | | | 576,828 | | | | — | |
| | | | | | | | |
| | |
Net cash provided by (used in) investing activities | | | 23,846 | | | | (213,522 | ) |
| | | | | | | | |
4
Karta Technologies, Inc. and Affiliate
Consolidated Statements of Cash Flows
Three Months Ended March 31,
(unaudited)
(Continued)
Increase (Decrease) in Cash
| | | | | | | | |
| | 2007 | | | 2006 | |
Cash Flows From Financing Activities | | | | | | | | |
Line of credit | | $ | (1,500,000 | ) | | $ | — | |
Proceeds from issuance of long-term debt | | | 549,662 | | | | | |
Principal payments on long-term debt | | | — | | | | (49,941 | ) |
Principal payments on capitalized lease obligations | | | (4,594 | ) | | | (6,891 | ) |
Distributions | | | (820,833 | ) | | | (88,491 | ) |
Exercise of stock options | | | — | | | | 37,500 | |
| | | | | | | | |
| | |
Net cash provided by (used in) financing activities | | | (1,775,765 | ) | | | (107,823 | ) |
| | | | | | | | |
| | |
Net increase (decrease) in cash | | | 838,328 | | | | 1,473,173 | |
| | |
Cash at beginning of period | | | 1,766,201 | | | | 2,668,184 | |
| | | | | | | | |
| | |
Cash at end of period | | $ | 2,604,529 | | | $ | 4,141,357 | |
| | | | | | | | |
| | |
Supplemental Disclosure of Noncash Investing and Financing Activities | | | | | | | | |
Payoff of long-term debt with proceeds from sale of land and building | | $ | 2,131,148 | | | $ | — | |
| | | | | | | | |
5
Karta Technologies, Inc. and Affiliate
Notes to Consolidated Financial Statements
(unaudited)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements for Karta Technologies, Inc. and its variable interest entity (“the Company” or Karta) as of and for the three months ended March 31, 2007 have been prepared by management in accordance with U.S. generally accepted accounting principles for interim financial information. As a result, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted. In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all necessary adjustments and reclassifications (all of which are of a normal, recurring nature) that are necessary to a fair presentation of the results for such period. For further information, refer to the financial statements and footnotes included in Karta’s audited financial statements for the year ended December 31, 2006. The current period’s results of operations are not necessarily indicative of results that may be achieved for any future period.
Karta is a Texas corporation which provides engineering, logistics, and information technology services to government and commercial users across the United States. Karta also produces a variety of multimedia applications for a diverse customer base.
2. Income Taxes
Karta, with the consent of its stockholders, has elected under the Internal Revenue Code to be taxed as an S Corporation. The stockholders of an S Corporation are taxed on their proportionate shares of the S Corporation’s taxable income. Therefore, no provision or liability for federal income taxes has been included in the consolidated financial statements. Certain deductions and credits flow through Karta to its stockholders. Karta is liable for income taxes in state jurisdictions which do not recognize S Corporation status. Therefore, a provision and a related liability have been included in these consolidated financial statements for state income taxes.
3. Variable Interest Entity
Karta management determined that Gur Parsaad Properties, Ltd. (“Gur Parsaad”) is a variable interest entity since it requires subordinated financial support. Karta has a variable interest in Gur Parsaad consisting of debt guarantees and a leasing agreement. Karta determined these variable interests subjected Karta to a majority of any potential losses in Gur Parsaad and, therefore, required Karta to consolidate Gur Parsaad beginning January 1, 2005. The results of operations of Gur Parsaad have been included in the statements of income since January 1, 2005.
4. Subsequent Events
On June 27, 2007, Karta was acquired by NCI, Inc. (NCI).
NCI did not acquire Gur Parsaad. In conjunction with NCI’s acquisition of Karta, Karta and Gur Parsaad signed a new lease at rates that NCI management believes are comparable to market rates in Karta’s location.
Prior to the acquisition, Karta was the guarantor of the Line of Credit described in Note 3. In conjunction with the NCI acquisition of Karta, Karta and the lending institution have terminated Karta’s guarantee of the Line of Credit. The outstanding balance as of June 27, 2007 related to Gur Parsaad and was not assumed by Karta or NCI.
6