EX-99.1 2 exhibit991.htm FINANCIALS United States Securities and Exchange Commission EDGAR filing

Exhibit 99.1

Newstec, Inc.

UNAUDITED CONDENSED FINANCIAL STATEMENTS

For Six Months Ending June 30, 2005 and 2004




NEWSTEC, INC.

UNAUDITED CONDENSED BALANCE SHEETS

JUNE 30, 2005 AND DECEMBER 31, 2004


  

June 30,
2005

 

December 31,
2004

 

ASSETS

     

      

Current assets:

     

      

Cash and cash equivalents

     

$

262,559

     

$

278,392

 

Accounts receivable, net

     

 

838,217

     

 

360,561

 

Inventories

     

 

3,398,605

     

 

3,857,635

 

Prepaid expenses and other current assets

     

 

338,303

     

 

132,815

 

Total current assets

     

 

4,837,684

     

 

4,629,403

 
 

     

      

Property, plant and equipment, net

     

 

41,463

     

 

54,470

 

Total Assets

     

$

4,879,147

     

$

4,683,873

 
 

     

      

LIABILITIES AND SHAREHOLDERS’ EQUITY

     

      

Current liabilities:

     

      

Current portion of long-term debt

     

$

762,163

     

$

706,942

 

Accounts payable

     

 

621,298

     

 

957,566

 

Deferred revenues

     

 

4,580,933

     

 

4,134,461

 

Other accrued liabilities

     

 

295,720

     

 

953,972

 

Total current liabilities

     

 

6,260,114

     

 

6,752,941

 
 

     

      

Long-term debt, net of current portion

     

 

18,518

     

 

23,066

 
 

     

      

Total liabilities

     

 

6,278,632

     

 

6,776,007

 
 

     

      

Shareholders’ Deficit:

     

      

Common stock – par value $.01 per share (100 shares issued
and Outstanding)

  

1

     

 

1

 

Additional paid-in capital

     

 

9,999

     

 

9,999

 

Accumulated deficit

     

 

(1,409,485

)

 

(2,102,134

)

 

     

 

(1,399,485

)

 

(2,092,134

)

Total Liabilities and Shareholders’ Deficit

     

$

4,879,147

     

$

4,683,873

 


See accompanying notes to the condensed financial statements.



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NEWSTEC, INC.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


  

June 30,
2005

 

June 30,
2004

 
        

Net sales

     

$

5,100,272

     

$

3,319,864

 

Cost of sales

     

 

(4,213,398

)

 

(2,512,517

)

        

Gross profit

     

 

886,874

     

 

807,347

 
        

Selling, general and administrative expenses 

     

 

(753,316

)

 

(845,473

)

        

Operating  income (loss)

     

 

133,558

     

 

(38,126

)

 

     

  

     

   

Other income (expense), net:

     

 

559,091

     

 

390,903

 
        
        

Net income

     

$

692,649

     

$

352,777

 


See accompanying notes to the condensed financial statements.



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NEWSTEC, INC.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


  

June 30,
2005

 

June 30,
2004

 

Cash provided by operations:

       

Net income

     

$

692,649

     

$

352,777

 
        

Reconciliation of net income to net cash

       

(used in) provided by operations:

       
        

Depreciation

     

 

13,007

     

 

12,727

 
        

Changes in operational assets and liabilities:

       

Accounts receivable

     

 

(477,656

)

 

303,220

 

Inventories

     

 

459,030

     

 

(665,739

)

Prepaid expenses and other assets

     

 

(205,488

)

 

(106,654

)

Accounts payable and other accrued liabilities

     

 

(994,520

)

 

88,802

 

Deferred Revenue

     

 

446,472

     

 

212,562

 

Net cash (used in) provided by operations

     

 

(66,506

)

 

197,695

 
        

Cash flows from investing activities:

       

Capital expenditures

     

 

     

 

(1,566

)

Net cash used in investing activities

     

 

     

 

(1,566

)

        

Cash flows from financing activities:

       

Net borrowing (repayment) of related party notes payable

     

 

55,000

     

 

(213,000

)

Repayment of automobile loan

     

 

(4,327

)

 

(3,425

)

Net cash provided by (used in) financing activities

     

 

50,673

     

 

(216,425

)

        

(Decrease) increase in cash and cash equivalents

     

 

(15,833

)

 

(20,297

)

        

Cash and cash equivalents, beginning of year

     

 

278,392

     

 

428,624

 
        

Cash and cash equivalents, end of period

     

$

262,559

     

$

408,328

 


See accompanying notes to the condensed financial statements.



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NEWSTEC, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 – BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements include the accounts of Newstec, Inc. The accompanying unaudited condensed consolidated financial statements have been prepared on a basis consistent with that used as of and for the year ended December 31, 2004 and, in the opinion of management, reflect all adjustments (principally consisting of normal recurring accruals) considered necessary to present fairly the financial position of Newstec, Inc. as of June 30, 2005 and the results of its operations and cash flows for the six months ended June 30, 2004. The results of operations for the six months ended June 30, 2004 are not necessarily indicative of the results to be expected for the full year ending December 31, 2004. These financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States of America for complete financial statements. The unaudited condensed consolidated balance sheet at December 31, 2004 was derived from audited financial statements, but is not accompanied by all disclosures required by generally accepted accounting principles.

Note 2 – REVENUE RECOGNITION

Revenue Recognition - Revenue is recognized when all significant obligations have been satisfied and collection of the resulting accounts receivable is reasonably assured. Revenue from the sale of standard stand-alone equipment without installation service is recognized upon delivery according to contractual terms and is recorded net of discounts. Revenue from complex equipment or installation arrangements is recognized using the unit of delivery method under SOP 81-1 in accordance with contractual terms (typically customer acceptance) and is recorded net of discounts. Cost and profitability estimates are revised periodically based on changes in circumstances. Estimated losses on such contracts are recognized immediately.

Note 3 – INVENTORIES

Inventory also includes equipment shipped to customers but not yet recognized as a sale because the equipment and installation services are complex. The Company will recognize the sales and cost of sales for this equipment when installation services are complete and collection of the resulting receivable is reasonably assured. Components of inventory as of June 30, 2005 December 31, 2004 were as follows:


  

June 30,
2005

 

December 31,
2004

 

Raw Materials

     

$

1,099,321

     

$

1,066,394

 

Work in process

     

 

644,016

     

 

406,788

 

Subtotal   

     

 

1,743,337

     

 

1,473,182

 

Shipped, not recognized

     

 

1,655,268

     

 

2,384,453

 
 

     

      

Total

     

$

3,398,605

     

$

3,857,635

 

Note 4 – LEASES

The Company leases its premises under an operating lease. At June 30, 2005, the minimum future lease obligation under this long term lease obligation is as follows:


2005

     

  

     

$

66,496

 

2006

     

  

     

 

23,070

 

       

     

  

     

$

89,566

 





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Note 5 – LONG-TERM DEBT

Long-term debt consisted of the following as of June 30, 2005 and December 31, 2004:


  

June 30,
2005

 

December 31,
2004

 

Unsecured Related Party Notes Payable,
due on demand. Interest is payable at
LIBOR plus 1%

     

$

753,160

     

$

698,160

 

4.99% automobile loan, principal and
interest due monthly through July 2008

     

 

27,521

     

 

31,848

 
 

     

 

780,681

     

 

730,008

 

Less:  current portion

     

 

(762,163

)

 

(706,942

)

        

Long term notes payable

     

$

18,518

     

$

23,066

 

Note 6 – RELATED PARTY TRANSACTIONS

The Company acquired an unsecured loan from relatives of the Company’s shareholders. The note payable totaling $753,160 and $698,160 at June 30, 2005 and December 31, 2004, respectively, is due on demand and generates interest at LIBOR plus 1%.

During 1999, 2000 and 2002, the Company purchased parts and used equipment totaling approximately $828,000 from National Inserting Systems (“NIS”), a company owned by relatives of the Company’s shareholders. The parts and used equipment were used to manufacture rebuilt equipment sold to customers. In 2004, NIS forgave the remaining balance owed by the Company of $392,110, and the Company recorded the forgiveness as a component of other income.

During 2003 and 2004, salaries for certain key employees of the Company were paid by Connor’s Management, Inc. (CMI), a company owned by relatives of the Company’s shareholders. The salaries were charged back to the Company through management fees totaling $446,000 and $333,724 in 2004 and 2003, respectively. Amounts due CMI at December 31, 2004 totaled $565,738 and were included in other liabilities. In February 2005, CMI forgave indebtedness totaling $565,738 and the Company recorded the forgiveness as a component of other income.

Note 7 – SUBSEQUENT EVENTS

In August 2005, all of the outstanding common stock of the Company was acquired by Quipp, Inc. (“Quipp”), a company that manufactures post-press material handling equipment. Quipp paid approximately $4,025,000 in cash and provided to the Company shareholders the opportunity to receive additional consideration totaling $650,000 in Quipp stock, based on criteria specified in the agreement. As a result of the transaction, the Company became a wholly-owned subsidiary of Quipp, Inc.



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