ABLE ELECTRONICS CORPORATION AND SUBSIDIARY CONSOLIDATED FINANCIAL STATEMENTS APRIL 3, 2005 AND APRIL 4, 2004 . . . TABLE OF CONTENTS Page No. -------- Independent Auditors' Report 1 Consolidated Balance Sheets 2 - 3 Consolidated Statements of Income 4 Consolidated Statements of Changes in Stockholders' Equity 5 Consolidated Statements of Cash Flows 6 Notes to Consolidated Financial Statements 7 - 16 ARMANINO McKENNA LLP Certified Public Accountants & Consultants 12667 Alcosta Blvd., Suite 500 San Ramon, CA 94583-4427 ph: 925.790.2600 fx: 925.790.2601 www.amllp.com INDEPENDENT AUDITORS' REPORT To the Stockholders and Board of Directors Able Electronics Corporation and Subsidiary Hayward, California We have audited the accompanying consolidated balance sheets of Able Electronics Corporation and Subsidiary as of April 3, 2005 and April 4, 2004, and the related consolidated statements of income, changes in stockholders' equity, and cash flows for the periods 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Able Electronics Corporation and Subsidiary as of April 3, 2005 and April 4, 2004, and the results of their operations and their cash flows for the periods then ended, in conformity with accounting principles generally accepted in the United States of America. /s/ ARMANINO McKENNA LLP ARMANINO McKENNA LLP April 19, 2005 SAN RAMON *SAN LEANDRO ABLE ELECTRONICS CORPORATION AND SUBSIDIARY Consolidated Balance Sheets April 3, 2005 and April 4, 2004 ASSETS 2004 2005 Restated (52 week (53 week period) period) ----------- ----------- Current assets Cash $ 57,066 $ 10,964 Investments, trading, at fair value 8,309 8,031 Receivables Trade receivables (net of allowance for doubtful accounts of $10,674 in 2005 and $12,544 in 2004) 3,663,665 3,920,468 Related party 67,339 - Income tax receivable 74,765 82,826 VAT taxes receivable 49,345 48,968 Note receivable, trade (net of discount of $48,462 in 2005) 460,462 - Inventory (net of reserve of $60,864 in 2005 and $57,927 in 2004) 3,879,832 3,857,704 Prepaid expenses 89,650 135,266 Deferred tax asset, current portion 106,100 138,000 ----------- ----------- Total current assets 8,456,533 8,202,227 Property and equipment, net of accumulated depreciation and amortization 1,672,225 2,147,264 Deferred tax asset, less current portion 111,000 160,100 Intangible asset, net - 30,652 Deposits 184,592 125,820 ----------- ----------- Total assets $10,424,350 $10,666,063 =========== =========== The accompanying notes are an integral part of these consolidated financial statements. -2- ABLE ELECTRONICS CORPORATION AND SUBSIDIARY Consolidated Balance Sheets April 3, 2005 and April 4, 2004 LIABILITIES AND STOCKHOLDERS' EQUITY 2004 2005 Restated (52 week (53 week period) period) ----------- ----------- Current liabilities Accounts payable $ 2,273,410 $ 2,764,042 Accrued liabilities 248,676 271,172 Line of credit 3,156,642 3,468,549 Income taxes payable 438,272 166,000 Note payable, current portion 416,333 416,666 Capital lease obligations, current portion 209,965 194,582 Notes payable to stockholders 1,000,000 1,000,000 ----------- ----------- Total current liabilities 7,743,298 8,281,011 Deferred income tax liability - 79,000 Note payable, less current portion - 520,834 Capital lease obligations, less current portion 187,684 397,649 Deferred rent 394,183 357,449 ----------- ----------- Total liabilities 8,325,165 9,635,943 ----------- ----------- Stockholders' equity Common stock 500,000 500,000 Retained earnings 1,599,185 530,120 ----------- ----------- Total stockholders' equity 2,099,185 1,030,120 ----------- ----------- Total liabilities and stockholders' equity $10,424,350 $10,666,063 =========== =========== The accompanying notes are an integral part of these consolidated financial statements. -3- ABLE ELECTRONICS CORPORATION AND SUBSIDIARY Consolidated Statements of Income For the Periods Ended April 3, 2005 and April 4, 2004 2004 2005 Restated (52 week (53 week period) period) ----------- ----------- Net sales $28,595,528 $26,662,601 Cost of sales 23,452,331 21,614,280 ----------- ----------- Gross profit 5,143,197 5,048,321 Selling, general, and administrative expenses 3,019,069 3,547,061 Depreciation and amortization 87,044 122,519 ----------- ----------- Income from operations 2,037,084 1,378,741 ----------- ----------- Other income (expense) Interest income 589 237 Interest expense (345,608) (358,296) Write-off of intangible asset - (300,000) ----------- ----------- Total other expense (345,019) (658,059) ----------- ----------- Income before provision for income taxes 1,692,065 720,682 Income tax expense (623,000) (192,448) ----------- ----------- Net income $ 1,069,065 $ 528,234 =========== =========== The accompanying notes are an integral part of these consolidated financial statements. -4- ABLE ELECTRONICS CORPORATION AND SUBSIDIARY Consolidated Statements of Changes in Stockholders' Equity For the Periods Ended April 3, 2005 and April 4, 2004 Common Retained Stock Earnings Total --------- ---------- ---------- Balance at March 30, 2003, as previously reported $ 500,000 $ 162,403 $ 662,403 Prior period adjustment, net of tax effect - (160,517) (160,517) --------- ---------- ---------- Balance at March 30, 2003, as restated 500,000 1,886 501,886 Net income, as restated - 528,234 528,234 --------- ---------- ---------- Balance at April 4, 2004, as restated 500,000 530,120 1,030,120 Net income - 1,069,065 1,069,065 --------- ---------- ---------- Balance at April 3, 2005 $ 500,000 $1,599,185 $2,099,185 ========= ========== ========== The accompanying notes are an integral part of these consolidated financial statements. -5- ABLE ELECTRONICS CORPORATION AND SUBSIDIARY Consolidated Statements of Cash Flows For the Periods Ended April 3, 2005 and April 4, 2004 2004 2005 Restated (52 week (53 week period) period) ----------- ----------- Cash flows from operating activities Net income $ 1,069,065 $ 528,234 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization of property and equipment 738,449 738,393 Amortization of intangible asset 30,652 30,652 Write-off of intangible asset - 300,000 Loss on disposal of property and equipment - 139,936 Deferred income taxes 2,000 25,648 Changes in operating assets and liabilities Investments (278) 1,318 Trade receivables, net 256,803 (322,958) Related party receivable (67,339) 4,122 Income and VAT taxes receivable 7,684 79,282 Note receivable, trade, net (460,462) - Inventory, net (22,128) (1,610,531) Prepaid expenses 45,616 (38,930) Deposits (58,772) 19,296 Accounts payable (490,632) 899,459 Accrued liabilities (22,496) (49,779) Accrued interest to stockholders - (133,333) Income taxes payable 272,272 166,000 Deferred rent 36,734 67,184 ----------- ----------- Net cash provided by operating activities 1,337,168 843,993 ----------- ----------- Cash flows from investing activities Purchase of intangible asset - (300,000) Purchase of property and equipment (263,410) (146,104) Proceeds from sale of property and equipment - 900 ----------- ----------- Net cash used in investing activities (263,410) (445,204) ----------- ----------- Cash flows from financing activities Net repayments on line of credit (311,907) (598,248) Borrowings on note payable - 625,000 Repayments on note payable (521,167) (364,583) Principal payments on capital lease obligations (194,582) (80,697) ----------- ----------- Net cash used in financing activities (1,027,656) (418,528) ----------- ----------- Net increase (decrease) in cash 46,102 (19,739) Cash at beginning of year 10,964 30,703 ----------- ----------- Cash at end of year $ 57,066 $ 10,964 =========== =========== The accompanying notes are an integral part of these consolidated financial statements. -6- ABLE ELECTRONICS CORPORATION AND SUBSIDIARY Notes to Consolidated Financial Statements April 3, 2005 and April 4, 2004 1. Nature of Operations and Summary of Significant Accounting Policies Nature of operations Able Electronics Corporation and Subsidiary (the "Company") was incorporated on November 11, 1999 under the laws of the State of California. The Company manufactures circuit boards for the telecommunications, networking, semiconductor testing, medical instruments, computer peripherals, industrial controls and genetic research industries. The Company's headquarters and main manufacturing facility are located in Hayward, California. The Company also has a manufacturing facility located in Tijuana, Mexico. The Company sells to customers located throughout the United States. Principles of consolidation The accompanying consolidated financial statements include the accounts of Able Electronics Corporation and its wholly owned subsidiary: Able Mex. Significant intercompany transactions and accounts have been eliminated in the consolidation. The United States dollar is the functional currency for the Company's Mexico operations. The effect on the consolidated statements of income of transaction and translation gains and losses is insignificant for all years presented. Fiscal year The Company's fiscal year ends on the Sunday after March 31st. The accompanying consolidated financial statements are presented for the 52- and 53-week periods ended April 3, 2005 and April 4, 2004, respectively. Revenue and cost recognition Revenue from sales of products and the related cost of products sold are recognized when the product is shipped and title and risk of loss have passed to the customer. Sales are reduced for estimated sales returns and discounts provided to customers. Cash The Company maintains a single U.S. bank account for its Hayward operations and separate operating accounts in Mexico for its Tijuana operations. The U.S. bank account is maintained daily at a zero balance through an automatic sweep process. Under this process, deposits to the account automatically reduce borrowings under the Company's operating line of credit while checks presented to the bank for payment increase borrowings under the line of credit. Checks which have been issued by the Company in payment of obligations but which have not yet been presented to the bank for payment are reported as a component of accounts payable in the accompanying financial statements. -7- ABLE ELECTRONICS CORPORATION AND SUBSIDIARY Notes to Consolidated Financial Statements April 3, 2005 and April 4, 2004 1. Nature of Operations and Summary of Significant Accounting Policies (continued) Cash (continued) The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. The Company's cash not federally insured at April 3, 2005 amounted to approximately $70,000. Investments Investments, consisting of marketable equity securities, are accounted for as trading securities and are stated at fair value. Unrealized gains and losses are included in income from operations. Allowance for doubtful accounts Based on historical write-offs, overall economic conditions and the current aging status of its customers, the Company has established an allowance for doubtful accounts at a level considered adequate to cover anticipated credit losses on outstanding trade accounts and notes receivable. Accounts and notes receivable consists of trade receivables stated net of an allowance for doubtful accounts. Inventory Inventory consists of raw materials, work-in-process, and finished goods, which are stated at the lower of cost or market, net of a reserve for obsolete or slow-moving inventory. Cost is determined by the first-in, first-out method. Manufacturing overhead and general and administrative costs have been allocated to inventory. The reserve for obsolete or slow-moving inventory was $60,864 and $57,927 as of April 3, 2005 and April 4, 2004, respectively. Shipping and handling costs Shipping and handling costs are included in cost of sales. -8- ABLE ELECTRONICS CORPORATION AND SUBSIDIARY Notes to Consolidated Financial Statements April 3, 2005 and April 4, 2004 1. Nature of Operations and Summary of Significant Accounting policies (continued) Property and equipment Property and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from three to ten years. Leasehold improvements are amortized over the shorter of the useful life of the improvement or the term of the lease. Maintenance and repairs are charged to expense in the period incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income for the period. Whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recovered, the Company, using its best estimates and projections, reviews the carrying value of long-lived identifiable assets for impairment. When impairment is identified, the loss is recognized and the asset's carrying value is reduced to its estimated fair value. Intangible asset The Company acquired an intangible asset through the purchase of an exclusive right to manufacture products of Astec America Corporation in March 2002. This intangible asset is amortized over its estimated useful life of 3 years using the straight-line method. Amortization expense for the years ended April 3, 2005 and April 4, 2004 was $30,652. In June 2003, the Company acquired an intangible asset through the purchase of an exclusive right to perform repair, warranty and related services with ACE, a company commonly controlled by the majority stockholders of the Company. In March 2004, management determined that this asset was impaired and wrote-off the remaining intangible asset balance of $300,000. Warranty Warranty costs are expensed as incurred and have not been material to date. Deferred rent The Company computes rent expense on a straight-line basis for operating leases that contain certain provisions for scheduled rent increases over the lease term. The difference between rent expense and rent payments over the lease term is recorded as a deferred rent liability. Income taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due or refundable, plus deferred taxes. -9 ABLE ELECTRONICS CORPORATION AND SUBSIDIARY Notes to Consolidated Financial Statements April 3, 2005 and April 4, 2004 1. Nature of Operations and Summary of Significant Accounting policies (continued) Income taxes (continued) Deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, at the currently enacted statutory rates. The effect on deferred taxes of a change in tax rates is recognized in the period that includes the enactment date. Use of estimates The preparation of consolidated 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 revenue and expenses for the reporting periods. Accordingly, actual results could differ from those estimates. Uses of estimates include, but are not limited to, standard inventory costs, inventory valuation reserves, allocation of overhead costs to inventory, estimates for allowances for doubtful receivables, valuation and amortization of intangible assets, and depreciation. Because of the inherent uncertainties in estimating, it is at least reasonably possible that the Company's estimates will change in the near term. Reclassifications Certain 2004 balances have been reclassified to conform to the 2005 presentation. 2. Note Receivable, Trade Note receivable, trade reflects an agreement between the Company and a customer under which the customer will make 52 weekly payments to repay the full balance of trade receivables. The agreement requires the customer to make principal only payments, without interest charges. The fair value of the note receivable is estimated as the value of the discounted future cash flows of the loan, using an interest rate of 20%. Current shipments to this customer are being made on a cash-on-delivery basis. The customer filed its Form 10-K to the Securities and Exchange Commission for the year ended December 31, 2004 on March 23, 2005, which included a going concern emphasis paragraph in the independent auditor's opinion. In this Form 10-K, the customer indicated their cash reserves would be exhausted by or near the end of the March 31, 2005 quarter and further indicated it had no formal, committed financing arrangements available, other than a highly-restricted bank line of credit, to mitigate this projected cash shortfall. On March 28, 2005, the customer announced it had received a $250,000 loan in the form of a promissory note. -10- ABLE ELECTRONICS CORPORATION AND SUBSIDIARY Notes to Consolidated Financial Statements April 3, 2005 and April 4, 2004 2. Note Receivable, Trade (continued) The Company has not provided an allowance for uncollectible amounts for the note receivable as it believes the full balance of the note will be collected. The Company's estimate of collectibility could change materially during fiscal 2006, requiring a charge to bad debt expense. 3. Inventory The components of inventory are as follows: 2005 2004 --------- ---------- Finished goods $ 464,275 $ 403,789 Work-in-process 778,113 988,518 Raw materials 2,698,308 2,523,324 ---------- --------- 3,940,696 3,915,631 Less: inventory reserve (60,864) (57,927) ---------- --------- $3,879,832 $3,857,704 ========== ========== 4. Property and Equipment Property and equipment consists of the following: 2005 2004 --------- ---------- Computer hardware and software $ 548,648 $ 502,311 Machinery and equipment 2,762,010 2,695,955 Furniture and fixtures 70,924 70,924 Leasehold improvements 682,737 610,701 Equipment under capital leases 651,927 649,144 Automobile 50,174 50,174 Construction in process 76,199 - ---------- ----------- 4,842,619 4,579,209 Less: accumulated depreciation and amortization (3,170,394) (2,431,945) ---------- ----------- $1,672,225 $ 2,147,264 ========== =========== -11- ABLE ELECTRONICS CORPORATION AND SUBSIDIARY Notes to Consolidated Financial Statements April 3, 2005 and April 4, 2004 4. Property and Equipment (continued) Depreciation totaled $738,449 and $738,393 for the periods ended April 3, 2005 and April 4, 2004, respectively. Assets under capital lease obligations, net of the related accumulated amortization totaled $499,903 and $657,506, respectively, at April 3, 2005 and April 4, 2004. 5. Line of Credit The Company maintains a $3,750,000 line of credit with a financial institution, which incurs interest on borrowings under the line at the financial institution's base rate plus 0.75%. The effective rate was 6.5% and 4.75% at April 3, 2005 and April 4, 2004, respectively. The outstanding principal was $3,156,642 and $3,468,549 at April 3, 2005 and April 4, 2004, respectively. Under the credit agreement, the Company is required to maintain certain financial ratios and other covenants. The Company was not in compliance with these financial ratios at April 3, 2005 and April 4, 2004 and has obtained a waiver of such covenants from the lender. The line is collateralized by substantially all of the assets of the Company. 6. Notes Payable The Company has a note payable to a financial institution. The principal balance was $416,333 and $937,500 at April 3, 2005 and April 4, 2004, respectively. The note expires in May 2006 and requires monthly payments of $34,722 plus accrued interest at the financial institution's base rate plus 2%. The effective rate was 7.25% and 6.0% at April 3, 2005 and April 4, 2004, respectively. Under the loan agreement, the Company is required to maintain certain financial ratios and other covenants. The Company was not in compliance with these financial ratios at April 3, 2005 and April 4, 2004 and has obtained a waiver of such covenants from the lender. The Company has notes payable due to its stockholders in the amount of $1,000,000 at April 3, 2005 and April 4, 2004, respectively. The notes accrue interest on the unpaid principal at a rate of 10% per annum. Interest is paid quarterly. Unpaid principal is due in 2006. There was no accrued interest to stockholders at April 3, 2005 and April 4, 2004, respectively. 7. Lease Obligations Certain equipment is financed under capital leases, which expire in 2007. The Company also leases equipment, office and warehouse space under operating lease agreements expiring at various dates through 2010. -12- ABLE ELECTRONICS CORPORATION AND SUBSIDIARY Notes to Consolidated Financial Statements April 3, 2005 and April 4, 2004 7. Lease Obligations (continued) The following is a schedule of future minimum lease payments under noncancelable capital and operating leases at April 3, 2005, together with the present value of minimum lease payments: Capital Operating Leases Leases -------- --------- 2006 $ 233,265 $ 937,100 2007 194,387 970,000 2008 - 999,000 2009 - 926,000 2010 - 963,100 --------- ---------- Total minimum lease payments 427,652 $4,795,200 Less: amounts representing interest (30 003) ========== --------- Present value of minimum lease payments 397,649 Less: current maturities (209 965) --------- Long term capital lease obligations $ 187,684 ========= Operating lease commitments include amounts due under a three-year lease agreement signed after year end, but commencing April 1, 2005 for the Company's Mexico manufacturing facility. The agreement requires monthly payments of approximately $9,000. The Company subleases a portion of its Hayward office on a month-to-month basis. Rental expense under operating lease agreements, net of sublease income, totaled $877,019 and $808,353 for the periods ended April 3, 2005 and April 4, 2004, respectively. 8. Income Taxes The provision for income tax expense presented in the consolidated financial statements consists of the following: 2005 2004 -------- -------- Federal current $506,000 $118,000 State current 109,000 48,000 Federal and state deferred 8,000 26,448 -------- -------- $623,000 $192,448 ======== ======== -13- ABLE ELECTRONICS CORPORATION AND SUBSIDIARY Notes to Consolidated Financial Statements April 3, 2005 and April 4, 2004 8. Income Taxes (continued) Deferred income taxes result from temporary differences in the recognition of certain income and expense items for tax and financial reporting purposes. These differences are as follows: 2005 2004 ---- ---- Allowance for doubtful accounts $ 4,000 $ 17,000 State income tax 19,000 (4,000) Accrued vacation expense 56,000 65,000 Inventory reserve 26,000 25,000 Depreciation (89,000) (93,000) Amortization 32,000 21,000 State net operating loss - 35,000 Deferred rent 169,000 153,000 --------- --------- $ 217,000 $ 219,000 ========= ========= The effective income tax rate for the periods ended April 3, 2005 and April 4, 2004 was 37% and 28%. The difference between the statutory U.S. federal income tax rate of 34% and the Company's effective tax rate is due to revenue generated from the Tijuana facility, which is taxed by the government of Mexico. 9. Retirement Plan The Company offers a 401(k) plan to all eligible employees. Employees are permitted to make tax-deferred contributions into the 401(k) plan up to limits established by the Internal Revenue Service. Additionally, the Company may elect to make discretionary contributions to the Plan. The Company did not make a discretionary contribution to the Plan for the periods ended April 3, 2005 and April 4, 2004, respectively. 10. Related Party Transactions The Company leases its Hayward facility from an entity that is commonly controlled by the majority stockholders of the Company. The lease requires monthly payments ranging from $62,183 to $81,829 through 2010. Rental charges paid to related parties are comparable to market rate rents. The future minimum lease payments due under this lease are included in the disclosures in Note 7. -14- ABLE ELECTRONICS CORPORATION AND SUBSIDIARY Notes to Consolidated Financial Statements April 3, 2005 and April 4, 2004 10. Related Party Transactions (continued) The Company has notes payable to its stockholders in the amount of $1,000,000 (see Note 6). In June 2003, the Company acquired an intangible asset through the purchase of an exclusive right to perform repair, warranty and related services with ACE, a company commonly controlled by the majority stockholders of the Company. In March 2004, management determined that this asset was impaired and wrote-off the remaining intangible asset balance of $300,000. 11. Supplemental Disclosures of Cash Flow Information 2005 2004 ---- ---- Cash paid during the year for Interest $345,886 $491,629 Income taxes $342,728 $ 800 In 2004 the Company acquired $627,230 in property and equipment through capital lease financing. 12. Concentration During 2005, three customers accounted for 41% of the Company's revenues and 42% of the Company's accounts receivable balance at April 3, 2005. During 2004, three customers accounted for 36% of the Company's revenues and 43% of the Company's accounts receivable balance at April 4, 2004. As described in footnote No. 2, one of the Company's customers which accounted for 18% of 2005 revenue has been placed on cash-on-delivery terms and has disclosed liquidity issues in its Form 10-K filing for the year ended December 31, 2004 which was filed on March 23, 2005. Due to the large volume of sales to these customers, the Company's revenue base and the recoverability of a significant portion of its receivables depend to some extent on the economic condition of the industries in which each customer operates. These customers operate in the medical, health and fitness, networking and electronics industries. 13. Commitments and Contingencies On March 17, 2005, the stockholders of the Company entered into a memorandum of terms for investment to sell 100% of their respective interests in the Company. -15- ABLE ELECTRONICS CORPORATION AND SUBSIDIARY Notes to Consolidated Financial Statements April 3, 2005 and April 4, 2004 14. Prior Period Adjustment The Company's previously reported 2004 net income and stockholders' equity at April 4, 2004 was adjusted to record previously unrecorded deferred rent. This adjustment, net of related income tax, reduced previously reported net income and stockholders' equity by $160,517. 15. Subsequent Event Subsequent to year-end, the Company entered into a capital lease of machinery and equipment. The lease calls for monthly payments of approximately $11,000 and expires in 2010. -16-