NCIT » Topics » Karta Technologies, Inc.

These excerpts taken from the NCIT 10-K filed Feb 27, 2009.

Karta Technologies, Inc.

On June 27, 2007, the Company completed the acquisition of Karta Technologies, Inc. (Karta). Karta generated revenue for calendar year 2006 of approximately $51 million (unaudited). At the time of the acquisition, Karta had approximately 400 employees located throughout the United States. NCI paid approximately $67.8 million for Karta. The purchase price includes $65.0 million for Karta, $0.2 million for a non-compete agreement, $1.3 million as a working capital adjustment, and $1.3 million in transactions costs.

Karta Technologies, Inc.

On June 27, 2007, the Company completed the acquisition of Karta Technologies, Inc. (Karta). Karta generated revenue for calendar year 2006 of approximately $51 million (unaudited). At the time of the acquisition, Karta had approximately 400 employees located throughout the United States. NCI paid approximately $67.8 million for Karta. The purchase price includes $65.0 million for Karta, $0.2 million for a non-compete agreement, $1.3 million as a working capital adjustment, and $1.3 million in transactions costs.

These excerpts taken from the NCIT 10-K filed Mar 7, 2008.

Karta Technologies, Inc.

On June 27, 2007, the Company completed the acquisition of Karta Technologies, Inc. (Karta). Karta generated revenue for calendar year 2006 of approximately $51 million (unaudited). Karta has approximately 400 employees located throughout the United States. NCI paid approximately $67.8 million for Karta. The purchase price includes $65.0 million for Karta, $0.2 million for a non-compete agreement, $1.3 million as a working capital adjustment, and $1.3 million in transactions costs. The acquisition of Karta meets many of NCI’s strategic acquisition objectives, including: opening new and important DoD market areas; expanding NCI’s service offerings to include engineering and logistics, medical transformation/health IT, and distance learning and training as well as expanding NCI’s DoD and civilian agency customer base; providing additional valuable GWAC/MAC/IDIQ contract vehicles to NCI’s existing portfolio of contracts; and adding management, professional and business development staff to NCI’s team.

The Karta assets and liabilities were recorded at fair value under the purchase method of accounting. As the cost of the acquisition exceeded the fair value of the assets acquired, goodwill was recorded in the amount of $52.9 million. Recognition of goodwill is largely attributed to the highly skilled employees of Karta and the value paid for companies in this industry. The identifiable intangible assets include a non-compete agreement, acquired backlog and customer relationships, and acquired software. The fair values on the identifiable intangible assets were determined by reviewing historical financial statements, financial projections, and estimated useful lives.

The following table represents the final purchase price allocation of Karta’s assets and liabilities at fair value:

 

     June 27, 2007  
     (in thousands)  

Cash

   $ 1,415  

Accounts receivable

     15,542  

Other current assets

     149  

Property and equipment

     620  

Others assets

     54  

Intangible assets

     4,696  

Goodwill

     52,945  

Liabilities

     (7,662 )
        

Net assets acquired

   $ 67,759  
        

Karta Technologies, Inc.

STYLE="margin-top:6px;margin-bottom:0px">On June 27, 2007, the Company completed the acquisition of Karta Technologies, Inc. (Karta). Karta generated revenue for calendar year 2006 of approximately $51
million (unaudited). Karta has approximately 400 employees located throughout the United States. NCI paid approximately $67.8 million for Karta. The purchase price includes $65.0 million for Karta, $0.2 million for a non-compete agreement, $1.3
million as a working capital adjustment, and $1.3 million in transactions costs. The acquisition of Karta meets many of NCI’s strategic acquisition objectives, including: opening new and important DoD market areas; expanding NCI’s service
offerings to include engineering and logistics, medical transformation/health IT, and distance learning and training as well as expanding NCI’s DoD and civilian agency customer base; providing additional valuable GWAC/MAC/IDIQ contract vehicles
to NCI’s existing portfolio of contracts; and adding management, professional and business development staff to NCI’s team.

The Karta assets and
liabilities were recorded at fair value under the purchase method of accounting. As the cost of the acquisition exceeded the fair value of the assets acquired, goodwill was recorded in the amount of $52.9 million. Recognition of goodwill is largely
attributed to the highly skilled employees of Karta and the value paid for companies in this industry. The identifiable intangible assets include a non-compete agreement, acquired backlog and customer relationships, and acquired software. The fair
values on the identifiable intangible assets were determined by reviewing historical financial statements, financial projections, and estimated useful lives.

SIZE="2">The following table represents the final purchase price allocation of Karta’s assets and liabilities at fair value:

 






















































































   June 27, 2007 
   (in thousands) 

Cash

  $1,415 

Accounts receivable

   15,542 

Other current assets

   149 

Property and equipment

   620 

Others assets

   54 

Intangible assets

   4,696 

Goodwill

   52,945 

Liabilities

   (7,662)
     

Net assets acquired

  $67,759 
     
This excerpt taken from the NCIT 10-Q filed Nov 2, 2007.

Karta Technologies, Inc.

On June 27, 2007, the Company completed the acquisition of Karta Technologies, Inc. (Karta). Karta generated revenues for calendar year 2006 of approximately $51 million (unaudited). NCI paid approximately $67.4 million for Karta. The purchase price includes $64.8 million for Karta, $0.2 million for a non-compete agreement, $1.2 million as a working capital adjustment and $1.2 million in transactions costs. The acquisition of Karta meets many of NCI’s strategic acquisition objectives, including: opening new and important DoD market areas; expanding NCI’s service offerings to include healthcare IT, DoD medical transformation, high-end training solutions and distance learning, and modernization, readiness and sustainment engineering solutions; expanding NCI’s DoD and civilian agency customer base; providing additional valuable GWAC/MAC/IDIQ contract vehicles to NCI’s existing portfolio of contracts; and adding management, professional and business development staff to NCI’s team.

On June 27, 2007, Karta had net assets including identifiable intangibles with a fair value of $14.8 million. The Karta assets and liabilities were recorded at fair value under the purchase method of accounting. As the cost of the acquisition exceeded the fair value of the assets acquired, goodwill was recorded in the amount of $52.6 million. The fair value of Karta’s identifiable intangible assets as of June 27, 2007 was determined by an independent third party.

The following table represents the final purchase price allocation of Karta’s assets and liabilities at fair value:

 

     June 27, 2007  
     (in thousands)  

Cash

   $ 1,415  

Accounts receivable

     15,546  

Other current assets

     149  

Property and equipment

     620  

Others assets

     54  

Intangible assets

     4,696  

Goodwill

     52,589  

Liabilities

     (7,637 )
        

Net assets acquired

   $ 67,432  
        
This excerpt taken from the NCIT 8-K filed Sep 10, 2007.

Karta Technologies, Inc.

Comparative Statements of Income

Years Ended December 31, 2006 and 2005

 

     2006     2005  

Revenues:

    

Contract revenue

   $ 50,790,336     $ 52,807,202  

Other revenue

     466       320  
                
     50,790,802       52,807,522  
                

Expenses:

    

Direct expenses

     29,061,995       28,709,136  

Indirect expenses

     16,376,347       17,627,179  

Other expenses

     2,599,487       1,149,779  
                
     48,037,829       47,486,094  
                

Operating income

     2,752,973       5,321,428  
                

Other income (expense):

    

Interest income

     123,511       46,974  

Interest expense

     (5,646 )     (117 )
                
     117,865       46,857  
                

Income before income taxes

     2,870,838       5,368,285  

Income tax expense

     122,713       200,474  
                

Net income

   $ 2,748,125     $ 5,167,811  
                

See independent auditors’ report on supplementary data.

 

31

This excerpt taken from the NCIT 10-Q filed Aug 6, 2007.

Karta Technologies, Inc.

On June 27, 2007, the Company completed the acquisition of Karta Technologies, Inc. (Karta). Karta generated revenues for calendar year 2006 of approximately $51 million (unaudited). Karta has approximately 400 employees located throughout the United States. NCI paid approximately $67.3 million for Karta. The purchase price includes $64.8 million for Karta, $0.2 million for a non-compete agreement, $1.5 million as a working capital adjustment and $0.8 million in transactions costs. The acquisition of Karta meets many of NCI’s strategic acquisition objectives, including: opening new and important DoD market areas; expanding NCI’s service offerings to include healthcare IT, DoD medical transformation, high-end training solutions and distance learning, and modernization, readiness and sustainment engineering solutions; expanding NCI’s DoD and civilian agency customer base; providing additional valuable GWAC/MAC/IDIQ contract vehicles to NCI’s existing portfolio of contracts; and adding management, professional and business development staff to NCI’s team.

The Company is in the process of determining the fair values of Karta’s identifiable intangible assets. On June 27, 2007, Karta had net tangible assets with a fair value of $10.3 million. The Karta assets and liabilities were recorded at fair value under the purchase method of accounting. As the cost of the acquisition exceeded the fair value of the assets acquired, goodwill was recorded in the amount of $56.9 million. The amount of goodwill presently recorded will be reduced by the fair value of Karta’s identifiable intangible assets as of June 27, 2007 when the independent third party valuation is complete.

The following table represents the preliminary purchase price allocation of Karta’s assets and liabilities at fair value:

 

     June 27, 2007  
     (in thousands)  

Cash

   $ 1,415  

Accounts receivable

     15,546  

Other current assets

     149  

Property and equipment

     620  

Others assets

     234  

Intangible assets

     *  

Goodwill

     56.925  

Liabilities

     (7,637 )
        

Net assets acquired

   $ 67,252  
        

* To be determined. NCI has engaged an independent third party to assist in valuing Karta’s intangible assets.
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