Delaware
|
98-0204758
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS
Employer Identification No.)
|
|
•
|
competitive
pricing for similar services;
|
|
•
|
the
ability and willingness of our competitors to finance customers’ projects
on favorable terms;
|
|
•
|
the
ability of our customers to perform the services themselves;
and
|
|
•
|
the
responsiveness of our competitors to customer
needs.
|
·
|
shortfalls
in anticipated revenues or increases in
expenses;
|
·
|
the
development of new services; or
|
·
|
the
expansion of our operations, including the recruitment of additional
personnel.
|
|
§
|
Wireless
market conditions and economic conditions generally;
|
|
§
|
Timing
and volume of customers’ specialty communication
projects;
|
|
§
|
The
timing and size of wireless deployments by end users;
|
|
§
|
Fluctuations
in demand for our services;
|
|
§
|
Changes
in our mix of customers’ projects and business
activities;
|
|
§
|
The
length of sales cycles;
|
|
§
|
Adverse
weather conditions, particularly during the winter season, could
effect
our ability to render specialty communication services in certain
regions
of the United States;
|
|
§
|
The
ability of certain customers to sustain capital resources to pay
their
trade accounts receivable balances;
|
|
§
|
Reductions
in the prices of services offered by our competitors;
and
|
|
§
|
Costs
of integrating technologies or businesses that we
add.
|
|
§
|
Changes
in the actual and estimated costs and time to complete fixed-price,
time-certain projects that may result in revenue adjustments for
contracts
where revenue is recognized under the percentage of completion
method;
|
|
§
|
The
timing of expansion into new markets, both domestically and
internationally;
|
|
§
|
Costs
incurred to support internal growth and acquisitions;
|
|
§
|
Fluctuations
in operating results caused by acquisitions; and
|
|
§
|
The
timing and payments associated with possible
acquisitions.
|
|
•
|
difficulties
in staffing, managing and integrating international operations due
to
language, cultural or other differences;
|
|
•
|
different
or conflicting regulatory or legal requirements;
|
|
•
|
foreign
currency fluctuations; and
|
|
•
|
diversion
of significant time and attention of our
management.
|
Location
|
Lease
Expiration Date
|
Minimum
Annual Rental
|
||
Fairfield,
California (a)
|
February
28, 2011
|
$94,125
|
||
Rocklin,
California
|
January
31, 2006
|
$37,710
|
||
San
Leandro, California
|
July
31, 2006
|
$13,756
|
||
Auburn,
California (b)
|
Month-to-month
|
$64,440
|
||
St.
Louis, Missouri
|
August
31, 2008
|
$56,142
|
||
Lakewood,
New Jersey
|
August
31, 2007
|
$90,370
|
||
High
|
Low
|
||||||
2005
|
|||||||
First Quarter | $ | 14.88 | $ |
7.80
|
|||
Second
Quarter
|
11.28
|
5.76
|
|||||
Third
Quarter
|
8.28
|
4.32
|
|||||
Fourth
Quarter
|
7.80
|
4.50
|
High
|
Low
|
||||||
2004
|
|||||||
First
Quarter
|
$
|
22.56
|
$
|
4.68
|
|||
Second
Quarter
|
20.76
|
12.24
|
|||||
Third
Quarter
|
20.40
|
10.92
|
|||||
Fourth
Quarter
|
17.28
|
10.80
|
·
|
For
the years ended April 30, 2005 and 2004, revenue was approximately
$40,100,000 and $22,100,000, respectively. The increase in revenue
was
attributable to organic growth expansion of our customer base and
new
contract awards of approximately $7,600,000 and strategic acquisitions
of
approximately $10,400,000.
|
·
|
We
operate in two segments, specialty communication systems and wireless
infrastructure services. With the acquisition of Clayborn in the
second
quarter of fiscal 2004 and Quality in the third quarter of fiscal
2005, we
experienced additional expansion of the specialty communication segment.
With the acquisition of Heinz in the fourth quarter of fiscal 2004,
we
experienced additional expansion of the wireless infrastructure
segment.
|
·
|
For
the years ended April 30, 2005 and 2004, the specialty communication
segment represents approximately 79% of total revenue, and wireless
infrastructure services represent approximately 21% of total revenue.
|
·
|
Our
primary goal is to focus on organic growth opportunities. We will
also
consider strategic acquisitions of companies familiar with wireless
infrastructure and specialty communication systems. The goal for
any
future acquisition will be to expand the product and service offerings,
to
strengthen our project services capabilities, expand our customer
base and
add accretive revenue and earnings.
|
·
|
As
of April 30, 2005, our backlog is approximately $14,600,000. Our
backlog
is comprised of the uncompleted portion of services to be performed
under
job-specific contracts or purchase orders. We expect this backlog
to be
fully recognized as revenue within the next eight
months.
|
·
|
Our
selling, general and administrative expenses decreased as a percentage
of
revenue for the year ended April 30, 2005, as compared to the prior
year.
|
·
|
In
connection with sales of our common stock and warrants to certain
investors during the third fiscal quarter ended January 31, 2005,
we
granted certain registration rights that provide for liquidated damages
in
the event of failure to timely perform under the agreements. The
SEC
recently announced its preferred interpretation of the accounting
for
common stock and warrants with registration rights under EITF 00-19.
The
SEC concluded that for agreements containing registration rights
where
significant liquidated damages could be required to be paid to the
holder
of the instrument in the event the issuer fails to maintain the
effectiveness of a registration statement for a preset time period,
the
common stock subject to such liquidated damages does not meet the
tests
required for shareholders' equity classification, and accordingly
must be been reflected as temporary equity in the consolidated
balance sheet until the conditions are eliminated. In analyzing
instruments under EITF 00-19, the SEC concluded that the likelihood
or
probability related to the failure to maintain an effective registration
statement is not a factor.
|
Year
Ended
|
|||||||
April
30,
|
|||||||
2005
|
2004
|
||||||
REVENUE
|
$
|
40,148,233
|
$
|
22,076,246
|
|||
COSTS
AND EXPENSES:
|
|||||||
Cost
of revenue
|
32,445,470
|
17,286,099
|
|||||
Selling,
general and administrative expenses
|
7,028,850
|
4,441,776
|
|||||
Depreciation
and amortization
|
682,397
|
382,510
|
|||||
Total
costs and expenses
|
40,156,717
|
22,110,385
|
|||||
OPERATING
LOSS
|
(8,484
|
)
|
(34,139
|
)
|
|||
OTHER
EXPENSE:
|
|||||||
Interest
expense
|
24,702
|
14,048
|
|||||
Gain
on fair value of warrants
|
(1,414,263
|
)
|
-
|
||||
INCOME
(LOSS) BEFORE INCOME TAX PROVISION
|
1,381,077
|
(48,187
|
)
|
||||
Income
tax provision
|
52,096
|
|
76,000
|
|
|||
NET
INCOME (LOSS)
|
$
|
1,328,981
|
($124,187
|
)
|
Page
|
||
F-2
|
||
F-3
- F-4
|
||
|
F-5
|
|
F-6
- F-7
|
||
F-8
- F-9
|
||
F-10
- F-23
|
||
/s/
J.H COHN LLP
|
Roseland, New Jersey |
July 15, 2005 |
APRIL
30,
|
APRIL
30,
|
||||||
ASSETS
|
2005
|
2004
|
|||||
CURRENT
ASSETS:
|
|||||||
Cash
and cash equivalents
|
$
|
989,252
|
$
|
1,984,636
|
|||
Accounts
receivable, net of allowance of $75,786 and $61,779 at April 30,
2005 and
2004, respectively
|
9,907,316
|
5,909,879
|
|||||
Costs
and estimated earnings in excess of billings on uncompleted
contracts
|
908,955
|
2,123,031
|
|||||
Inventory
|
885,624
|
104,799
|
|||||
Prepaid
expenses and other current assets
|
536,331
|
264,076
|
|||||
Deferred
income taxes
|
112,000
|
60,000
|
|||||
Total
current assets
|
13,339,478
|
10,446,421
|
|||||
PROPERTY
AND EQUIPMENT, net
|
1,560,271
|
1,005,760
|
|||||
CUSTOMER
LISTS
|
1,158,388
|
603,333
|
|||||
GOODWILL
|
13,961,642
|
8,681,870
|
|||||
OTHER
ASSETS
|
156,932
|
144,713
|
|||||
Total
assets
|
$
|
30,176,711
|
$
|
20,882,097
|
APRIL
30,
|
APRIL
30,
|
||||||
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
2005
|
2004
|
|||||
(
Note 2)
|
(Note
1)
|
|
|||||
CURRENT
LIABILITIES:
|
|||||||
Borrowings
under lines of credit
|
$
|
382,281
|
$
|
551,000
|
|||
Current
maturities of capital lease obligation
|
2,073
|
2,534
|
|||||
Current
maturities of loans payable
|
187,420
|
94,056
|
|||||
Accounts
payable and accrued expenses
|
5,338,813
|
4,732,200
|
|||||
Billings
in excess of costs and estimated earnings on uncompleted
contracts
|
1,204,491
|
2,162,452
|
|||||
Due
to shareholders
|
915,290
|
88,157
|
|||||
Income
taxes payable
|
24,790
|
223,753
|
|||||
Deferred
income taxes
|
139,000
|
196,100
|
|||||
Total
current liabilities
|
8,194,158
|
8,050,252
|
|||||
Capital
lease obligation, net of current portion
|
-
|
2,073
|
|||||
Loans
payable, net of current portion
|
261,455
|
170,362
|
|||||
Due
to shareholders, net of current portion
|
927,005
|
1,026,755
|
|||||
Deferred
income taxes
|
439,000
|
344,900
|
|||||
Warrant
liability
|
1,994,570
|
-
|
|||||
Total
liabilities
|
11,816,188
|
9,594,342
|
|||||
COMMITMENTS
AND CONTINGENCIES
|
|||||||
COMMON
STOCK WITH REGISTRATION RIGHTS:
|
|||||||
Common
stock subject to continuing registration, $0.0001 par
value,
|
|||||||
2,083,887
shares issued and outstanding at April 30, 2005
|
5,732,116
|
-
|
|||||
SHAREHOLDERS'
EQUITY:
|
|||||||
Preferred
Stock - $0.0001 par value, 5,000,000 shares authorized, none
issued
|
-
|
-
|
|||||
Common
Stock - $0.0001 par value, 75,000,000 shares authorized, 1,737,498
shares
issued and outstanding at April 30, 2005 and 2004,
respectively
|
174
|
174
|
|||||
Additional
paid-in capital
|
11,966,499
|
11,993,387
|
|||||
Unearned
consulting services
|
-
|
(38,559
|
)
|
||||
Retained
earnings (accumulated deficit)
|
661,734
|
(667,247
|
)
|
||||
Total
shareholders' equity
|
12,628,407
|
11,287,755
|
|||||
Total
liabilities and shareholders' equity
|
$
|
30,176,711
|
$
|
20,882,097
|
Year
Ended
|
|||||||
April
30,
|
|||||||
2005
|
2004
|
||||||
(
Note 2)
|
(
Note 1)
|
||||||
REVENUE
|
$
|
40,148,233
|
$
|
22,076,246
|
|||
COSTS
AND EXPENSES:
|
|||||||
Cost
of revenue
|
32,445,470
|
17,286,099
|
|||||
Selling,
general and administrative expenses
|
7,028,850
|
4,441,776
|
|||||
Depreciation
and amortization
|
682,397
|
382,510
|
|||||
Total
costs and expenses
|
40,156,717
|
22,110,385
|
|||||
OPERATING
LOSS
|
(8,484
|
)
|
(34,139
|
)
|
|||
OTHER
EXPENSE:
|
|||||||
Interest
expense
|
24,702
|
14,048
|
|||||
Gain
on fair value of warrants
|
(1,414,263
|
) | - | ||||
INCOME
(LOSS) BEFORE INCOME TAX PROVISION
|
1,381,077
|
(48,187
|
)
|
||||
Income
tax provision
|
52,096
|
|
76,000
|
|
|||
NET
INCOME (LOSS)
|
$
|
1,328,981
|
($124,187
|
)
|
|||
Basic
net income (loss) per common share
|
$
|
0.50
|
($0.08
|
)
|
|||
Diluted
net income (loss) per common share
|
$
|
0.49
|
($0.08
|
)
|
|||
Basic
weighted average number of common shares outstanding
|
2,679,529
|
1,521,697
|
|||||
Diluted
weighted average number of common shares outstanding
|
2,729,866
|
1,521,697
|
Preferred
Stock
|
Common
Stock
|
Additional
Paid -
In
|
Unearned
Consulting
|
Retained
Earnings
(Accumulated
|
Total
Shareholders'
|
||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Services
|
Deficit)
|
Equity
|
||||||||||||||||||
BALANCE,
MAY 1, 2003 (Note 1)
|
1,000
|
$
|
-
|
1,089,903
|
$
|
109
|
$
|
8,003,838
|
$
|
-
|
($543,060
|
)
|
$
|
7,460,887
|
|||||||||||
Conversion
of Series C Preferred Stock to common stock
|
(1,000
|
)
|
-
|
148,833
|
15
|
(15
|
)
|
-
|
-
|
-
|
|||||||||||||||
Net
proceeds from issuance of common stock through private
placement
|
-
|
-
|
370,367
|
37
|
2,174,231
|
-
|
-
|
2,174,268
|
|||||||||||||||||
Issuance
of common stock, acquisition of Clayborn Contracting Group,
Inc.
|
-
|
-
|
68,871
|
7
|
867,761
|
-
|
-
|
867,768
|
|||||||||||||||||
Issuance
of common stock, acquisition of Heinz Corporation
|
-
|
-
|
59,524
|
6
|
699,994
|
-
|
-
|
700,000
|
|||||||||||||||||
Fair
value of stock options granted to nonemployees
|
-
|
-
|
-
|
-
|
196,166
|
-
|
-
|
196,166
|
|||||||||||||||||
Issuance
of stock options for consulting services
|
-
|
-
|
-
|
-
|
51,412
|
(51,412
|
)
|
-
|
-
|
||||||||||||||||
Amortization
of unearned consulting services
|
-
|
-
|
-
|
-
|
-
|
12,853
|
-
|
12,853
|
|||||||||||||||||
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(124,187
|
)
|
(124,187
|
)
|
|||||||||||||||
BALANCE,
APRIL 30, 2004 (Note 1)
|
-
|
$
|
-
|
1,737,498
|
$
|
174
|
$
|
11,993,387
|
($38,559
|
)
|
($667,247
|
)
|
$
|
11,287,755
|
Preferred
Stock
|
Common
Stock
|
Additional
Paid -
In
|
Unearned
Consulting
|
Retained
Earnings
(Accumulated
|
Total
Shareholders'
|
||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Services
|
Deficit)
|
Equity
|
||||||||||||||||||
Common
Stock issuance costs
|
-
|
-
|
-
|
-
|
(26,888
|
)
|
-
|
-
|
(26,888
|
)
|
|||||||||||||||
Amortization
of unearned consulting services
|
-
|
-
|
-
|
-
|
-
|
38,559
|
-
|
38,559
|
|||||||||||||||||
Net
income
|
-
|
-
|
-
|
-
|
-
|
-
|
1,328,981
|
1,328,981
|
|||||||||||||||||
BALANCE,
APRIL 30, 2005
|
-
|
$
|
-
|
1,737,498
|
$
|
174
|
$
|
11,966,499
|
$
|
-
|
$
|
661,734
|
$
|
12,628,407
|
Year
Ended
|
|||||||
April
30,
|
|||||||
2005
|
2004
|
||||||
(
Note 2)
|
|||||||
OPERATING
ACTIVITIES :
|
|||||||
Net
income (loss)
|
$
|
1,328,981
|
($124,187
|
)
|
|||
Adjustments
to reconcile net income (loss) to net cash (used in) provided by
operating
activities:
|
|||||||
Depreciation
and amortization
|
682,397
|
382,510
|
|||||
Fair
value of warrant liability
|
(1,414,263
|
)
|
-
|
||||
Provision
for doubtful accounts
|
14,007
|
91,137
|
|||||
Amortization
of unearned consulting services
|
38,559
|
-
|
|||||
Fair
value of stock options granted
|
-
|
209,019
|
|||||
Deferred
income taxes
|
(134,000
|
)
|
(218,800
|
)
|
|||
Changes
in operating assets and liabilities, net of effects of
acquisitions:
|
|||||||
Accounts
receivable
|
(1,898,625
|
)
|
(2,422,541
|
)
|
|||
Costs
and estimated earnings in excess of billings on uncompleted
contracts
|
1,214,076
|
(1,379,816
|
)
|
||||
Inventory
|
(536,772
|
)
|
11,976
|
||||
Prepaid
expenses
|
(14,306
|
)
|
(51,319
|
)
|
|||
Other
assets
|
(148,596
|
)
|
(24,032
|
)
|
|||
Accounts
payable and accrued expenses
|
(337,355
|
)
|
2,354,024
|
||||
Billings
in excess of costs and estimated earnings on uncompleted
contracts
|
(1,146,930
|
)
|
1,908,541
|
||||
Income
taxes payable
|
(328,751
|
)
|
200,053
|
||||
NET
CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
|
(2,681,578
|
)
|
936,565
|
||||
INVESTING
ACTIVITIES:
|
|||||||
Acquisition
of property and equipment
|
(215,844
|
)
|
(86,011
|
)
|
|||
Acquisition
of Clayborn, net of cash received
|
-
|
(722,177
|
)
|
||||
Acquisition
of Quality, net of cash received
|
(6,708,904
|
)
|
-
|
||||
Acquisition
of Heinz, net of cash received
|
(82,283
|
)
|
(109,194
|
)
|
|||
Acquisition
earn-out and other transaction costs
|
(17,553
|
)
|
(497,677
|
)
|
|||
NET
CASH USED IN INVESTING ACTIVITIES
|
(7,024,584
|
)
|
(1,415,059
|
)
|
|||
FINANCING
ACTIVITIES:
|
|||||||
Repayment
of advances from officers
|
-
|
(100,000
|
)
|
||||
Net
proceeds from issuance of common stock with registration
rights
|
9,140,949
|
2,174,268
|
|||||
Common
stock issuance costs
|
(26,888
|
)
|
- | ||||
(Repayments)
borrowings under lines of credit
|
(303,848
|
)
|
461,000
|
||||
Repayments
of loans payable
|
(96,901
|
)
|
(237,390
|
)
|
|||
Payments
of capital lease obligations
|
(2,534
|
)
|
(2,295
|
)
|
|||
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
8,710,778
|
2,295,583
|
|||||
NET
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(995,384
|
)
|
1,817,089
|
||||
CASH
AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
1,984,636
|
167,547
|
|||||
CASH
AND CASH EQUIVALENTS, END OF YEAR
|
$
|
989,252
|
$
|
1,984,636
|
Year
Ended
|
|||||||
April
30,
|
|||||||
2005
|
2004
|
||||||
(Note
1)
|
|||||||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
|||||||
Cash
paid during the period for:
|
|||||||
Interest
|
$
|
32,196
|
$
|
15,770
|
|||
Income
taxes
|
$
|
434,289
|
$
|
105,193
|
|||
SCHEDULE
OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|||||||
Issuance
of common stock in connection with acquisition of Clayborn and
Heinz
|
$
|
-
|
$
|
1,567,768
|
|||
Conversion
of Series C preferred stock to common stock
|
$
|
-
|
$
|
15
|
|||
Unpaid
earn-out consideration related to acquisitions
|
$
|
-
|
$
|
1,114,912
|
|||
Unpaid
purchase price adjustments related to acquisition
|
$
|
742,295
|
$
|
-
|
|||
Issuance
of note for net noncash assets received in acquisition
|
$
|
-
|
$
|
182,648
|
|||
Reversal
of accruals established in purchase accounting
|
$
|
40,022
|
$
|
-
|
|||
Issuance
of notes for property and equipment
|
$
|
192,210
|
$
|
32,339
|
Beginning
balance, May 1, 2003
|
$
|
5,388,882
|
||
Clayborn
acquisition
|
1,772,806
|
|||
Heinz
acquisition
|
1,065,799
|
|||
Walker
earn-out provision
|
441,793
|
|||
Transaction
costs
|
12,590
|
|||
Beginning
balance, May 1, 2004
|
$
|
8,681,870
|
||
Reversal
of accruals established in purchase accounting
|
(40,022
|
)
|
||
Heinz
acquisition cost adjustments
|
(183,480
|
)
|
||
Quality
acquisition
|
5,496,064
|
|||
Transaction
costs
|
7,210
|
|||
Ending
balance, April 30, 2005
|
$
|
13,961,642
|
2005
|
2004
|
||||||
Net
income (loss), as reported
|
$
|
1,328,981
|
($124,187
|
)
|
|||
Deduct:
total stock-based employee compensation expense determined under
fair
value based method for all awards, net of tax
|
(452,820
|
)
|
(300,838
|
)
|
|||
Net
income (loss), Pro forma
|
$
|
876,161
|
($425,025
|
)
|
|||
Basic
net income (loss) per share
|
|||||||
As
reported
|
$
|
0.50
|
($0.08
|
)
|
|||
Pro
forma
|
$
|
0.33
|
($0.28
|
)
|
|||
Diluted
net income (loss) per share
|
|||||||
As
reported
|
$
|
0.49
|
($0.08
|
)
|
|||
Pro
forma
|
$
|
0.32
|
($0.28
|
)
|
Assets
purchased:
|
||||
Cash
|
$
|
134,218
|
||
Accounts
receivable
|
575,804
|
|||
Costs
in excess of billings
|
231,562
|
|||
Income
tax refunds receivable
|
104,765
|
|||
Inventory
|
39,000
|
|||
Fixed
assets
|
444,126
|
|||
Backlog
|
13,500
|
|||
Customer
list
|
245,000
|
|||
Other
assets
|
97,669
|
|||
Goodwill
|
1,775,447
|
|||
3,661,091
|
||||
Liabilities
assumed:
|
||||
Accounts
payable
|
(294,992
|
)
|
||
Accrued
expenses
|
(136,119
|
)
|
||
Notes
payable
|
(184,611
|
)
|
||
Deferred
tax liability
|
(113,800
|
)
|
||
(729,522
|
)
|
|||
Purchase
price
|
$
|
2,931,569
|
Assets
purchased:
|
||||
Cash
|
$
|
8,052
|
||
Accounts
receivable
|
593,667
|
|||
Costs
in excess of billings
|
103,459
|
|||
Fixed
assets
|
47,440
|
|||
Customer
lists
|
220,000
|
|||
Backlog
|
65,000
|
|||
Other
assets
|
71,128
|
|||
Goodwill
|
846,866
|
|||
1,955,612
|
||||
Liabilities
assumed:
|
||||
Accounts
payable
|
(494,503
|
)
|
||
Accrued
expenses
|
(130,694
|
)
|
||
Line
of credit
|
(90,000
|
)
|
||
Notes
payable
|
(80,942
|
)
|
||
Billings
in excess of cost
|
(29,223
|
)
|
||
Deferred
tax liability
|
(119,000
|
)
|
||
(944,362
|
)
|
|||
Purchase
price
|
$
|
1,011,250
|
Assets
purchased:
|
||||
Cash
|
$
|
163,674
|
||
Accounts
receivable
|
2,124,587
|
|||
Inventory
|
244,053
|
|||
Fixed
assets
|
495,145
|
|||
Prepaid
expenses
|
70,447
|
|||
Customer
lists
|
580,000
|
|||
Other
assets
|
6,000
|
|||
Goodwill
|
5,496,064
|
|||
9,179,970
|
||||
Liabilities
assumed:
|
||||
Accounts
payable
|
(912,736
|
)
|
||
Accrued
expenses
|
(271,991
|
)
|
||
Income
taxes payable
|
(84,663
|
)
|
||
Line
of credit borrowings
|
(135,129
|
)
|
||
Notes
payable
|
(160,578
|
)
|
||
(1,565,097
|
)
|
|||
Purchase
price
|
$
|
7,614,873
|
2005
|
2004
|
||||||
Revenue
|
$
|
46,810,720
|
$
|
35,830,021
|
|||
Net
income
|
$
|
1,474,004
|
$
|
167,227
|
|||
Weighted
average number of shares used in calculation:
|
|||||||
Basic
net income per share
|
3,821,385
|
3,821,385
|
|||||
Diluted
net income per share
|
3,871,722
|
4,069,476
|
|||||
Pro
forma net income per common share
|
|||||||
Basic
|
$
|
0.39
|
$
|
0.04
|
|||
Diluted
|
$
|
0.38
|
$
|
0.04
|
2005
|
2004
|
||||||
Costs
incurred on uncompleted contracts
|
$
|
25,474,753
|
$
|
17,574,035
|
|||
Estimated
contract profit
|
4,983,102
|
4,699,280
|
|||||
30,457,855
|
22,273,315
|
||||||
Less:
billings to date
|
30,753,391
|
22,312,736
|
|||||
Net
billings in excess
|
($295,536
|
)
|
($39,421
|
)
|
|||
Costs
and estimated earnings in excess of billings
|
$
|
908,955
|
$
|
2,123,031
|
|||
Billings
in excess of costs and estimated earnings
|
|||||||
on
uncompleted contracts
|
(1,204,491
|
)
|
(2,162,452
|
)
|
|||
Net
billings in excess
|
($295,536
|
)
|
($39,421
|
)
|
Estimated
useful life (years)
|
2005
|
2004
|
||||||||
Furniture
and fixtures
|
5
-
7
|
$
|
135,383
|
$
|
163,778
|
|||||
Computers
and software
|
3
|
373,325
|
247,062
|
|||||||
Office
equipment
|
5-7
|
46,480
|
30,437
|
|||||||
Vehicles
|
5
-
7
|
1,141,011
|
624,304
|
|||||||
Machinery
and equipment
|
5
|
310,681
|
281,757
|
|||||||
Leasehold
improvements
|
3
-
10
|
218,938
|
192,349
|
|||||||
2,225,818
|
1,539,687
|
|||||||||
Less
accumulated depreciation and amortization
|
665,547
|
533,927
|
||||||||
$
|
1,560,271
|
$
|
1,005,760
|
2005
|
2004
|
||||||
Current
|
|||||||
Federal
|
$
|
99,000
|
$
|
177,000
|
|||
State
|
87,096
|
117,800
|
|||||
Deferred
|
|||||||
Federal
|
(76,000
|
)
|
(49,000
|
)
|
|||
State
|
(58,000
|
)
|
(169,800
|
)
|
|||
Totals
|
$
|
52,096
|
$
|
76,000
|
2005
|
2004
|
||||||
Expected
tax provision (benefit) at statutory rate (34%)
|
$ |
470,000
|
|
($16,000
|
)
|
||
State
and local taxes, net of federal tax benefit
|
19,000
|
76,000
|
|||||
Increase
in valuation allowance
|
12,000
|
16,000
|
|||||
Gain on fair value of warrants | (482,000 | ) | - | ||||
Other
|
33,096
|
-
|
|||||
$
|
52,096
|
$
|
76,000
|
2005
|
2004
|
||||||
Deferred
tax assets:
|
|||||||
Net
operating loss carryforward
|
$
|
113,000
|
$
|
60,000
|
|||
Allowance
for doubtful accounts
|
29,000
|
26,000
|
|||||
Reserve
for loss on work-in-progress
|
13,000
|
-
|
|||||
Customer
lists
|
10,000
|
-
|
|||||
Federal
benefit of deferred state tax liabilities
|
20,000
|
34,000
|
|||||
Valuation
allowance
|
(73,000
|
)
|
(60,000
|
)
|
|||
Net
deferred tax assets - current
|
112,000
|
60,000
|
|||||
Deferred
tax liabilities:
|
|||||||
Sec
481(a) adjustment for cash to accrual basis accounting
|
|||||||
-
current
|
(104,000
|
)
|
(106,000
|
)
|
|||
-
long term
|
-
|
(106,000
|
)
|
||||
Non-deductible
amortization of purchase price
|
|||||||
Inventory
- current
|
(15,000
|
)
|
(29,000
|
)
|
|||
Fixed
assets - long term
|
(117,000
|
)
|
(132,000
|
)
|
|||
Goodwill
- long term
|
(65,000
|
)
|
-
|
||||
Federal
benefit of deferred state tax liabilities - current
|
(20,000
|
)
|
-
|
||||
Customer
lists - long term
|
(257,000
|
)
|
(168,000
|
)
|
|||
Total
|
(578,000
|
)
|
(541,000
|
)
|
|||
Net
deferred tax liabilities
|
($466,000
|
)
|
($481,000
|
)
|
|||
Number
of Shares
|
Weighted-average
Exercise Price
|
||||||
Outstanding,
May 1, 2003
|
6,418
|
$
|
17.41
|
||||
Granted
|
334,864
|
$
|
12.31
|
||||
Cancelled
|
(41,960
|
)
|
$
|
12.97
|
|||
Outstanding,
May 1, 2004
|
299,322
|
$
|
12.49
|
||||
Granted
|
266,890
|
$
|
6.15
|
||||
Cancelled
|
(111,316
|
)
|
$
|
6.58
|
|||
Outstanding,
April 30, 2005
|
454,896
|
$
|
8.77
|
Options
outstanding
|
Options
exercisable
|
|||||||
Exercise
prices
|
Shares
under option
|
Weighted-average
remaining life in years
|
Shares
|
Exercise
price
|
||||
4.80
- 5.35
|
80,764
|
4.75
|
52,336
|
4.80
- 5-35
|
||||
6.10
- 9.00
|
257,131
|
4.08
|
241,174
|
6.10
- 9.00
|
||||
10.92
- 14.40
|
77,248
|
3.38
|
61,263
|
10.92
- 14.40
|
||||
15.00
- 18.60
|
29,335
|
1.62
|
29,335
|
15.00
- 18.60
|
||||
19.92
- 27.96
|
10,418
|
3.10
|
10,418
|
19.92
- 27.96
|
||||
Total
|
454,896
|
394,526
|
Number
of Shares
|
Weighted
Average Exercise Price
|
||||||
Outstanding,
May 1, 2003
|
0
|
||||||
Granted
|
425,784
|
$
|
10.57
|
||||
Outstanding,
May 1, 2004
|
425,784
|
$
|
10.57
|
||||
Granted
|
2,146,387
|
$
|
8.40
|
||||
Outstanding,
April 30, 2005
|
2,572,171
|
$
|
8.76
|
As
of/Year ended April 30, 2005
|
As
of/Year ended April 30, 2004
|
||||||||||||||||||||||||
Corporate
|
Wireless
Infrastructure
|
Specialty
Communication
|
Total
|
Corporate
|
Wireless
Infrastructure
|
Specialty
Communication
|
Total
|
||||||||||||||||||
Revenue
|
$
|
-
|
$
|
8,651,555
|
$
|
31,496,678
|
$
|
40,148,233
|
$
|
-
|
$
|
4,568,714
|
$
|
17,507,532
|
$
|
22,076,246
|
|||||||||
Depreciation
and Amortization
|
$
|
20,423
|
$
|
161,485
|
$
|
500,489
|
$
|
682,397
|
$
|
98
|
$
|
40,054
|
$
|
342,358
|
$ |
382,510
|
|||||||||