Exhibit 99.3
Unaudited Financial Statements for Miltec Corporation as of December 31, 2005 and for the Three Month Periods Ended December 31, 2005.
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Miltec Corporation
Condensed Balance Sheet
(In thousands, except share data)
(Unaudited)
| | | | | | | | |
| | December 31, 2005 | | | September 30, 2005 | |
ASSETS | | | | | | | | |
Current Assets: | | | | | | | | |
Cash and cash equivalents | | $ | 386 | | | $ | 307 | |
Contracts receivable, net | | | 4,367 | | | | 7,426 | |
Unbilled receivables | | | 2,559 | | | | 924 | |
Other assets | | | 457 | | | | 75 | |
| | | | | | | | |
Total current assets | | $ | 7,769 | | | $ | 8,732 | |
Property, Plant and Equipment, Net | | | 585 | | | | 593 | |
Other Assets | | | 14 | | | | 448 | |
| | | | | | | | |
Total | | $ | 8,368 | | | $ | 9,773 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Current Liabilities: | | | | | | | | |
Current portion of long-term debt | | $ | 2,189 | | | $ | 2,299 | |
Accounts payable | | | 844 | | | | 2,535 | |
Accrued liabilities | | | 4,108 | | | | 2,907 | |
Contingent liability - DCAA | | | 934 | | | | 934 | |
| | | | | | | | |
Total current liabilities | | $ | 8,075 | | | $ | 8,675 | |
Long-Term Debt | | | — | | | | 89 | |
| | | | | | | | |
Total liabilities | | | 8,075 | | | | 8,764 | |
| | | | | | | | |
Stockholders’ Equity | | | | | | | | |
Common stock - $0.01 par, 500,000 authorized, 449,500 shares issued, and 446,000 and 328,900 outstanding, respectively | | | 5 | | | | 5 | |
Additional paid in capital | | | 60 | | | | 60 | |
Retained earnings | | | 319 | | | | 1,035 | |
Treasury stock, at cost | | | (91 | ) | | | (91 | ) |
| | | | | | | | |
Total stockholders’ equity | | | 293 | | | | 1,009 | |
| | | | | | | | |
Total | | $ | 8,368 | | | $ | 9,773 | |
| | | | | | | | |
See the accompanying notes to unaudited condensed financial statements.
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Miltec Corporation
Condensed Statement of Operations
(In thousands)
(Unaudited)
| | | | | | | | |
| | For Three Months Ended | |
| | December 31, 2005 | | | December 31, 2004 | |
Net Sales | | $ | 9,310 | | | $ | 7,922 | |
Cost of Sales | | | 7,384 | | | | 5,954 | |
| | | | | | | | |
Gross Profit | | | 1,926 | | | | 1,968 | |
Selling, General and Administrative Expenses | | | 2,642 | | | | 1,520 | |
| | | | | | | | |
Operating Income | | | (716 | ) | | | 448 | |
Interest Expense, Net | | | — | | | | (18 | ) |
| | | | | | | | |
Net (Loss) Income | | $ | (716 | ) | | $ | 430 | |
| | | | | | | | |
See the accompanying notes to unaudited condensed financial statements.
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Miltec Corporation
Condensed Statement of Cash Flows
(In thousands)
(Unaudited)
| | | | | | | | |
| | For Three Months Ended | |
| | December 31, 2005 | | | December 31, 2004 | |
Cash Flows from Operating Activities: | | | | | | | | |
Net (Loss) Income | | $ | (716 | ) | | $ | 430 | |
Adjustments to reconcile net income to net cash used in operating activities: | | | | | | | | |
Depreciation and amortization | | | 99 | | | | 108 | |
Changes in operating assets and liabilities, net | | | | | | | | |
Contracts receivable, net | | | 3,059 | | | | — | |
Unbilled receivables | | | (1,635 | ) | | | (2,602 | ) |
Other assets | | | 52 | | | | 223 | |
Accounts payable | | | (1,691 | ) | | | 23 | |
Accrued liabilities | | | 1,201 | | | | 771 | |
| | | | | | | | |
Net cash provided by (used in) operating activities | | | 369 | | | | (1,047 | ) |
| | | | | | | | |
Cash Flows from Investing Activities: | | | | | | | | |
Purchase of property, plant and equipment | | | (91 | ) | | | (29 | ) |
| | | | | | | | |
Net cash used in investing activites | | | (91 | ) | | | (29 | ) |
| | | | | | | | |
Cash Flows from Net cash used in investing activities | | | | | | | | |
Net (repayment) borrowings from revolving credit facility | | | (199 | ) | | | 572 | |
| | | | | | | | |
Net cash (used in) provided by financing activities | | | (199 | ) | | | 572 | |
| | | | | | | | |
Net decrease in cash and cash equivalents | | | 79 | | | | (504 | ) |
Cash and cash equivalents, beginnning of period | | | 307 | | | | 2 | |
| | | | | | | | |
Cash and cash equivalents, end of period | | $ | 386 | | | $ | (502 | ) |
| | | | | | | | |
See accompanying notes to unaudited condensed financial statements.
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Miltec Corporation
Notes to Financial Statements (Unaudited)
1. | Organization and Basis of Presentation |
On January 6, 2006, Ducommun Incorporated (“Ducommun”) acquired Miltec Corporation (“Miltec”), a privately-owned company based in Huntsville, Alabama for $50,000,000 (including assumed indebtedness) plus contingent payments not to exceed $3,000,000. The purchase price is subject to adjustment based on a closing balance sheet and certain tax refunds. Miltec is a leading provided of missile and aerospace systems design, development integration and test.
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. In the opinion of Miltec management, the unaudited financial statements contained herein include all adjustments (of a normal recurring nature) necessary to present fairly the financial position of Miltec as of December 31, 2005, and the results of its operations and cash flows for the three months ended December 31, 2005 and 2004. The interim results of operations are not necessarily indicative of results for future periods.
Miltec, with consent of its stockholders, has elected under the Internal Revenue Code to be an S Corporation. In lieu of corporate income taxes, the stockholders of an S Corporation are taxed on their proportionate share of Miltec’s taxable income. Therefore, no provision or liability for income taxes has been included in Miltec’s financial statements.
In order to retain a fiscal year ending September 30, Miltec made an election under the provision of Section 444 of the Internal Revenue Code. Section 444 requires Miltec to make a deposit of taxes with the Internal Revenue Service if the fiscal year election would have resulted in a tax deferral for the stockholders. The amount on deposit at December 31, 2005 and 2004, with the Internal Revenue Service was $295,284 and $301,830, respectively.
On January 6, 2006, Ducommun acquired Miltec pursuant to a previously announced Agreement and Plan of Merger dated November 22, 2005. The assets acquired by Ducommun through the Agreement and Plan of Merger included Miltec’s fixed asset, receivables and other assets.
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