EXHIBIT 99.2
Sensor Technologies Incorporated
Balance Sheets
| | | | | | |
| | | (Unaudited)
September 30,
2009 | | Audited
December 31,
2008 |
Assets | | | | | | |
Current Assets | | | | | | |
Cash and cash equivalents | | $ | 18,497,476 | | $ | 6,125,851 |
Accounts receivable (including unbilled revenue), net of accrued credits | | | 51,590,946 | | | 44,441,228 |
Prepaid expenses and other current assets | | | 50,805 | | | 118,588 |
| | | | | | |
Total Current Assets | | | 70,139,227 | | | 50,685,667 |
| | |
Property and equipment, net of accumulated depreciation | | | 390,668 | | | 302,980 |
Other non-current assets | | | 45,906 | | | 45,906 |
| | | | | | |
Total Assets | | $ | 70,575,801 | | $ | 51,034,553 |
| | | | | | |
| | |
| Liabilities and Stockholders’ Equity | | | | | | |
Current Liabilities | | | | | | |
Accounts payable | | $ | 44,752,107 | | $ | 36,689,357 |
Declared distributions | | | — | | | 3,500,000 |
Accrued wages | | | 419,091 | | | 343,395 |
Payroll and sales taxes payable | | | 32,251 | | | 27,472 |
Accrued subcontractor costs | | | 2,854,461 | | | 1,100,070 |
Other current liabilities | | | 1,047,894 | | | 454,923 |
| | | | | | |
Total Current Liabilities | | | 49,105,804 | | | 42,115,217 |
| | | | | | |
| | |
Stockholders’ Equity | | | | | | |
Common stock, no par value, 10,000 shares authorized, 9,000 shares issued and outstanding | | | — | | | — |
Additional paid in capital | | | 144,962 | | | 135,191 |
Retained earnings | | | 21,325,035 | | | 8,784,145 |
| | | | | | |
Total Stockholders’ Equity | | | 21,469,997 | | | 8,919,336 |
| | | | | | |
Total Liabilities and Stockholders’ Equity | | $ | 70,575,801 | | $ | 51,034,553 |
| | | | | | |
See accompanying notes to condensed financial statements
Sensor Technologies Incorporated
Statements of Operations
| | | | | | | | |
| | | (Unaudited)
Nine months ended
September 30, | |
| | | 2009 | | | 2008 | |
Revenues | | $ | 220,184,905 | | | $ | 116,669,865 | |
Cost of services | | | 198,566,284 | | | | 111,418,636 | |
General and administrative expenses | | | 1,632,398 | | | | 1,263,986 | |
| | | | | | | | |
Operating Income | | | 19,986,223 | | | | 3,987,243 | |
| | | | | | | | |
Interest income | | | 60,202 | | | | 152,421 | |
Interest expense | | | (2,534 | ) | | | (715 | ) |
Other expense | | | (3,001 | ) | | | (24 | ) |
| | | | | | | | |
Net Income | | $ | 20,040,890 | | | $ | 4,138,925 | |
| | | | | | | | |
See accompanying notes to condensed financial statements
Sensor Technologies Incorporated
Statements of Cash Flows
| | | | | | | | |
| | | (Unaudited)
Nine months ended
September 30, | |
| | | 2009 | | | 2008 | |
Cash flows from operating activities | | | | | | | | |
Net income | | $ | 20,040,890 | | | $ | 4,138,925 | |
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities | | | | | | | | |
Depreciation | | | 92,419 | | | | 50,524 | |
Stock based compensation expense | | | 9,771 | | | | — | |
(Increase) decrease in | | | | | | | | |
Accounts receivable | | | (7,149,718 | ) | | | 19,550,369 | |
Prepaid expenses | | | 67,783 | | | | (50,995 | ) |
Increase (decrease) in | | | | | | | | |
Accounts payable | | | 8,062,750 | | | | (12,441,645 | ) |
Accrued wages | | | 75,696 | | | | 70,183 | |
Payroll and sales tax payable | | | 4,779 | | | | (11,980 | ) |
Accrued subcontractor costs | | | 1,754,391 | | | | 1,379,000 | |
Other current liabilities | | | 592,971 | | | | 125,639 | |
| | | | | | | | |
Total adjustments | | | 3,510,842 | | | | 8,671,095 | |
| | | | | | | | |
Net cash and cash equivalents provided by operating activities | | | 23,551,732 | | | | 12,810,020 | |
| | | | | | | | |
Cash flows from investing activities | | | | | | | | |
Payments for purchases of property and equipment | | | (180,107 | ) | | | (173,044 | ) |
| | | | | | | | |
Net cash and cash equivalents used in investing activities | | | (180,107 | ) | | | (173,044 | ) |
Cash flows from financing activities | | | | | | | | |
Distributions to stockholders | | | (11,000,000 | ) | | | — | |
| | | | | | | | |
Net cash and cash equivalents used in financing activities | | | (11,000,000 | ) | | | — | |
Net change in cash and cash equivalents | | | 12,371,625 | | | | 12,636,976 | |
Cash and cash equivalents—beginning | | | 6,125,851 | | | | 438,444 | |
| | | | | | | | |
Cash and cash equivalents—ending | | $ | 18,497,476 | | | $ | 13,075,420 | |
| | | | | | | | |
Supplemental disclosure of cash paid | | | | | | | | |
Interest | | $ | 2,534 | | | $ | 715 | |
Income taxes | | | — | | | | — | |
See accompanying notes to condensed financial statements
Sensor Technologies Incorporated
Notes to Condensed Financial Statements
September 30, 2009
(Unaudited)
| 1. | Nature of Operations and Summary of Significant Accounting Policies |
Business Description
Sensor Technologies Incorporated (the “Company”), is a New Jersey corporation engaged in providing leading-edge mission critical solutions to the United States Government or its prime contractors. The Company’s principal location is Red Bank, New Jersey.
Government Contracts
A majority of the Company’s activities are funded directly or indirectly by departments and agencies of the U.S. Federal Government. Such contracts are subject to termination at the convenience of the government and costs incurred under these contracts are subject to audit by a number of Federal agencies. Contract costs billed prior to January 1, 2007 have been audited by the government and finalized without material adjustments. It is management’s opinion that the audits for subsequent years will not result in significant adjustments to the financial position or operations of the Company.
Basis of Presentation
The unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial statements and within the rules of the Securities and Exchange Commission applicable to interim financial statements and therefore do not include all disclosures that might normally be required for financial statements prepared in accordance with U.S. generally accepted accounting principles. The accompanying unaudited condensed financial statements have been prepared by management without audit and should be read in conjunction with the Company’s financial statements for the year ended December 31, 2008. In the opinion of management, all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows, for the periods indicated, have been made. The results of operations for the nine months ended September 30, 2009 are not necessarily indicative of operating results that may be achieved over the course of the full year.
Use of 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.
Unbilled Revenue
Unbilled receivables represent the balance of recoverable costs and accrued profit, comprised principally of revenue recognized on contracts for which billings have not been presented to the customer. The amounts are generally billable and collectible within one year.
Concentration of Credit Risk
The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. Accounts receivable consist of amounts due from the Federal Government on contracts which are subject to minimal credit risk.
Revenue Recognition
Revenue on fixed price contracts is recognized upon meeting agreed upon milestones based on progress of the contracts. Revenue on time-and-materials contracts is recognized when the subcontractor invoices to the extent of billable rates times hours delivered, plus other billable costs. Revenue on cost plus a fixed fee contracts is recognized to the extent of costs incurred plus a fee earned on work performed.
The Company uses subcontractors to perform a substantial amount of the work required under contracts with the government. In these instances, the Company evaluates whether it acts as the principal or agent in determining the appropriate classification of revenue and related costs. Where the Company is considered the primary contractor and has risk associated with a contract, the Company records the gross amount of the contract revenue.
Sales and profit in connection with contracts to provide services to the U.S. Government within the scope of SAB 104 that may be at risk of collection because the contracts are incrementally funded and subject to the availability of funds appropriated are deferred until the contract modification is obtained, indicating that adequate funds are available to the contract or task order.
Stock Option Plan
The Company adopted ASC topic 718, “Compensation – Stock Compensation”(“ASC Topic 718”), which requires that compensation cost relating to share-based payment transactions be recognized as expense in the financial statements over the vesting period and cost measured based on the estimated fair value of the equity or liability instrument at the date issued.
The Company uses the Black-Scholes option valuation model for estimating the fair value of its stock options. Since the Company is not a public entity, the volatility of the stock was estimated using a comparable public company.
The following weighted-average assumptions were used:
| | | | | |
| | | 2009 | | | 2008 |
Risk-free interest rate | | 1.34 | % | | — |
Expected volatility | | .28 | % | | — |
Dividend yield | | 0 | % | | — |
Expected life | | 3 years | | | — |
The weighted average fair value of the options was $859 for period ended September 30, 2009.
Income Taxes
The Company has elected to be taxed as an S-Corporation for Federal and State tax purposes. Under this election, the profits, losses, credits and deductions of the Company are passed through to the individual shareholders. The Company has two shareholders.
Reclassification
Certain amounts in the accompanying balance sheet as of December 31, 2008 have been reclassified to conform to current period’s presentation.
Accounting Standards Updates
In June 2009, the Financial Accounting Standards Board (“FASB”) issued its final Statement of Financial Accounting Standards (“SFAS)” No. 168 – “The FASB Accounting Standards ASC Topic and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162”. (“SFAS No. 168”). SFAS No. 168 made the FASB Accounting Standards Codification (the “ASC”) the single source of U.S. Generally Accepted Accounting Policies (“U.S. GAAP”) used by nongovernmental entities in the preparation of financial statements, except for rules and interpretive releases of the SEC under authority of federal securities laws, which are sources of authoritative accounting guidance for SEC registrants. The ASC is meant to simplify user access to all
authoritative accounting guidance by reorganizing U.S. GAAP pronouncements into roughly 90 accounting topics within a consistent structure; its purpose is not to create new accounting and reporting guidance. The ASC supersedes all existing non-SEC accounting and reporting standards and was effective for the Company beginning July 1, 2009. Following SFAS No. 168, the Board will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead, it will issue Accounting Standards Updates. The FASB will not consider Accounting Standards Updates as authoritative in their own right; these updates will serve only to update the ASC topic, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the ASC. In the description of ASC and Accounting Standards Updates (“ASU”) that follows, references in “italics” relate to ASC or ASU topics, and their descriptive titles, as appropriate.
On January 1, 2009, the Company adopted new accounting guidance concerning provisions for uncertain income tax positions. This clarified the accounting for income taxes by prescribing a minimum probability threshold that an uncertain tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. There was no effect of the adoption of this guidance. The Company recognizes accrued interest and penalties associated with uncertain tax positions, if any, as part of the income tax provision. There was no income tax related interest and penalties recorded for 2009.
| | | | | | | | |
| | | September 30,
2009 | | | December 31,
2008 | |
Billed receivables | | $ | 33,415,037 | | | $ | 23,927,776 | |
Unbilled revenue | | | 18,457,487 | | | | 20,832,436 | |
| | | | | | | | |
| | | 51,872,524 | | | | 44,760,212 | |
Allowance for credits due customers | | | (281,578 | ) | | | (318,984 | ) |
| | | | | | | | |
Accounts receivable | | $ | 51,590,946 | | | $ | 44,441,228 | |
| | | | | | | | |
On January 1, 2005 Sensor Technologies Incorporated Employee Non-Qualified Stock Option Plan (the “Plan”) was amended and restated. The plan is intended to promote the growth and profitability of Sensor Technologies Incorporated (“Company”) whereby the Company may continue to attract, retain, and motivate key employees. Through September 30, 2009, the aggregated number of shares of non-voting common stock authorized for issuance under the Plan was 250. The term of each option granted shall be exercisable for such period as determined by the Board at time of grant and generally vest ratably over a three-year period.
A summary of the Company’s stock option activity and related information for the period ended September 30, 2009 follows:
| | | | | |
| | | Total | | Weighted
Average
Exercise
Price |
Outstanding at | | | | | |
January 1, 2009 | | — | | $ | — |
Granted | | 91 | | | 4,104 |
Forfeited | | — | | | — |
Exercised | | — | | | — |
| | | | | |
September 30, 2009 | | 91 | | $ | 4,104 |
| | | | | |
Following is a summary of the status of stock options outstanding at September 30, 2009:
| | | | | | | | | | |
Outstanding Options | | Exercisable Options |
Exercise Price Range | | Number | | Weighted Average Remaining
Contractual Life | | Weighted Average Exercise Price | | Number | | Weighted Average Exercise Price |
$4,104 | | 91 | | 2.63 years | | $4,104 | | — | | $— |
Stock option compensation expense for the nine-months ended September 30, 2009 and 2008 was $9,771 and $0, respectively. Unrecognized stock option compensation expense was approximately $68,393 and $0 as of September 30, 2009 and 2008, to be recorded over the remaining vesting period of the related options.
Major Customers
The Company had one customer that accounted for approximately 97% and 90% of total contract revenue during the period ended September 30, 2009 and 2008, respectively and 96% and 86% of accounts receivable at September 30, 2009 and 2008, respectively. The revenue derived from the customer is comprised of fifteen separately funded programs with varying periods of performance.
Major Suppliers
The Company had three major suppliers who accounted for approximately 61% of total subcontractor costs during the period ended September 30, 2009. The three suppliers made up approximately 51% of accounts payable at September 30, 2009. The Company had two major suppliers who accounted for approximately 60% of total subcontractor costs during the year ended September 30, 2008. The two suppliers made up approximately 49% of accounts payable at September 30, 2008.
Change in Control
On January 15, 2010 the Company sold all of its outstanding shares of common stock to ManTech International Corporation (ManTech) for $242 million in cash. The purchase price was subject to adjustment at closing based on an estimation of Sensor’s working capital on the closing date. There were no additional payments by ManTech to the shareholders of Sensor, or to ManTech by the shareholders of Sensor at closing as a result of this adjustment procedure. However, this determination is subject to review in the 120 days following the closing, and is thus potentially subject to adjustment based on the results of that review.
Repurchase of Stock Option
Pursuant to the purchase agreement noted above all outstanding stock options of the Company were repurchased by the Company prior to closing for the amount of $2,052,670. The vested and unvested options were repurchased at their fully diluted value based on the acquisition price net of the exercise price of the option. The remaining unamortized stock option compensation in the amount of $61,880 was expensed at the date of repurchase. The excess of the repurchase price over the fair market value was recorded as additional paid in capital.
