EX-99.3 4 dex993.htm UNAUDITED FINANCIAL STATEMENTS AS OF MAY 31, 2005 Unaudited Financial Statements as of May 31, 2005

EXHIBIT 99.3

 

Derivative Solutions, Inc.

Unaudited Financial Statements

For The Five Months Ended May 31, 2005

 

Index


   Page

Balance Sheet at May 31, 2005

   1

Statement of Operations for the five months ended May 31, 2005

   2

Statement of Stockholders’ Equity

   3

Statement of Cash Flows

   4

Notes to Financial Statements

   5


Derivative Solutions, Inc.

Balance Sheet

 

     May 31,
2005


 
Assets         
Current Assets         

Cash and Cash Equivalents

   $ 2,510,535  

Accounts receivable

     451,898  

Prepaid expenses and other current assets:

        

Prepaid expenses

     13,834  

Accrued interest income - notes receivable for common stock

     20,542  
    


Total current assets

     2,996,809  

Deposits

     61,451  

Property and Equipment - Net

     115,141  
    


Total assets

   $ 3,173,401  
    


Liabilities and Stockholders’ Equity         
Current Liabilities         

Accounts payable

   $ 25,597  

Loans and advances from majority stockholder

     61,451  

Accrued and other current liabilities:

        

Taxes payable

     381,112  

Accrued compensation

     550,000  

Deferred revenue

     831,024  
    


Total current liabilities

     1,849,184  
Stockholders’ Equity         

Common stock; No par value, 50,000,000 shares authorized, 5,400,000 issued and outstanding

     476,000  

Notes receivable for common stock

     (475,000 )

Retained earnings

     1,323,217  
    


Total stockholders’ equity

     1,324,217  
    


Total liabilities and stockholders’ equity

   $ 3,173,401  
    


 

The accompanying notes are an integral part of these financial statements.

 

1


Derivative Solutions, Inc.

Statement of Operations

 

    

Five Months Ended
May 31,

2005


Licensing fees    $ 4,594,421
Operating expenses       

Compensation

     2,503,144

Employee benefits

     285,608

Marketing

     33,655

Occupancy

     229,829

Administrative

     101,717
    

Total operating expenses

     3,153,953
    

Operating income      1,440,468
Nonoperating income       

Interest

     20,220
    

Total nonoperating income

     20,220
    

Income before income taxes      1,460,688
    

Income tax expense      200,000
    

Net income    $ 1,260,688
    

 

The accompanying notes are an integral part of these financial statements.

 

2


Derivative Solutions, Inc.

Statement of Stockholders’ Equity

 

     Common Stock

  

Retained
Earnings


  

Notes
Receivable

For Common
Stock


   

Total


     Shares

   Amount

       

Balance - January 1, 2005

   5,400,000    $ 476,000    $ 62,529    $ (475,000 )   $ 63,529

Net income

   —        —        1,260,688      —         1,260,688
    
  

  

  


 

Balance - May 31, 2005

   5,400,000    $ 476,000    $ 1,323,217    $ (475,000 )   $ 1,324,217
    
  

  

  


 

 

The accompanying notes are an integral part of these financial statements.

 

3


Derivative Solutions, Inc.

Statement of Cash Flows

 

    

Five Months

Ended

May 31, 2005


 
Cash Flows from Operating Activities         

Net income

   $ 1,260,688  

Adjustments to reconcile net loss to net cash from operating activities:

        

Depreciation

     23,775  

Interest accrued on notes receivable

     (7,125 )

Changes in operating assets and liabilities which provided (used) cash:

        

Accounts receivable

     (362,793 )

Prepaid expenses and other

     2,677  

Accounts payable

     (7,531 )

Accrued liabilities and other

     1,471,070  
    


Net cash provided by operating activities

     2,380,761  
Cash Flows from Investing Activities         

Purchase of property and equipment

     (35,276 )
    


Net cash used in investing activities

     (35,276 )
Net Increase in Cash and Cash Equivalents      2,345,485  

Cash and Cash Equivalents –December 31, 2004

     165,050  
    


Cash and Cash Equivalents –May 31, 2005

   $ 2,510,535  
    


 

The accompanying notes are an integral part of these financial statements.

 

4


Note 1 – Nature of Business and Significant Accounting Policies

 

Derivative Solutions, Inc. (the “Company”) is engaged in licensing its fixed income portfolio management software to various financial institutions in the United States under one to two year agreements. In addition, the Company provides software support services to its clients.

 

Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Revenue Recognition – The Company recognizes licensing fees ratably over the term of the respective contracts. Customers are invoiced at the beginning of each quarterly earning cycle and customer payments received in advance of recognition of the related revenue are deferred. Support service revenue is recognized at the time services are performed.

 

Cash Equivalents - The Company considers all highly-liquid instruments with original maturies of less than 90 days to be cash equivalents.

 

Accounts Receivable - Accounts receivable are stated at invoice amounts. Delinquent account balances are reviewed on a specific-item basis to determine an allowance for doubtful accounts. The Company has no allowance for doubtful accounts at May 31, 2005, as management considers all accounts receivable to be collectible.

 

Property and Equipment - Property and equipment are stated at cost. Depreciation is computed using straight-line and accelerated methods over estimated useful lives of five to seven years.

 

Notes Receivable - Notes receivable represent long-term notes received in exchange for the issuance of common stock in conjunction with an exercise of stock options during 2004. These notes are accounted as a reduction of stockholders’ equity in accordance with Emerging Issues Task Force 85-1 (EITF 85-1), Classifying Notes Received for Capital Stock.

 

Fair Value of Financial Instruments - The carrying value of accounts receivable, accounts payable and accrued liabilities, and loans and advances from stockholders approximates fair value due to the relatively short maturity of these instruments. The carrying value of the notes receivable–common stock approximates fair value based on the contract terms and an evaluation of expected cash flows.

 

Concentration of Products - The Company currently has one significant product that is presently marketed and licensed. Significant changes in technology could lead to new products or services that compete with the product offered by the Company. These changes could materially affect the price of the Company’s product or impair its marketability.

 

5


Software Development Costs - The Company accounts for research and software development costs in accordance the requirements of Statement of Financial Accounting Standards No. 2 (“SFAS 2”), Accounting for Research and Development Costs, and Statement of Financial Accounting Standards No. 86 (“SFAS 86”), Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed. The Company’s research and development costs are charged to expense as incurred until technological feasibility is established. Costs incurred after technological feasibility was established for the Company’s current software were not material. Research and development expense for the five months ended May 31, 2005 approximated $200,000.

 

Stock-Based Compensation - The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards No. 123 (“SFAS 123”), Accounting for Stock-Based Compensation.

 

As permitted by SFAS 123, the Company accounts for its stock option plan using the intrinsic value method. Accordingly, no compensation expense has been recognized in connection with the Company’s outstanding stock options since the exercise price was equal to the fair market value of the Company stock at the date of grant. Had compensation cost for the Company’s stock option plan been determined pursuant to the fair value method under SFAS 123, the Company’s net income would have been decreased to the following pro forma amounts for the five months ended May 31, 2005:

 

     Five Months Ended
May 31, 2005


 

Net income, as reported

   $ 1,260,688  

Deduct: Stock-based employee compensation expense determined under fair value method for all awards, net of related income tax effects

     (21,888 )
    


Pro forma net income

   $ 1,238,800  
    


 

There were no new stock option grants during the five months ended May 31, 2005. The stock-based employee compensation determined under the fair value method is due to options granted in previous periods.

 

Income Taxes - The Company has elected to be taxed as an S Corporation. The income of an S Corporation is not subject to federal income tax at the corporate level. Rather, the stockholders are required to include their pro rata share of the corporation’s taxable income or loss in their income tax returns. Accordingly, no provision for federal income taxes has been made in the accompanying financial statements. The Company is responsible for income taxes in state and local jurisdictions. Deferred income taxes for the Company are not material as there are no significant temporary differences.

 

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Note 2 – Income Taxes

 

The provision for income taxes consists of the following:

 

Current expense – state

   $ 200,000

Deferred expense – state

     —  
    

Total income tax expense

   $ 200,000
    

 

A reconciliation of the provision for income taxes computed by applying the statutory United States federal tax rate to income before taxes is as follows:

 

Income tax expense computed using the federal statutory rate of 0%

   $ 0

State income tax expense

     200,000
    

Total income tax expense

   $ 200,000
    

 

Note 3 – Property and Equipment

 

Major classes of property and equipment at May 31, 2005 are as follows:

 

     At May 31,
2005


 

Furniture and fixtures

   $ 128,461  

Computer equipment

     325,720  
    


Total cost

     454,181  

Accumulated depreciation

     (339,040 )
    


Net property and equipment

   $ 115,141  
    


 

Depreciation expense was $23,775 for the five months ended May 31, 2005.

 

Note 4 – Related Party Transactions

 

The Company has two outstanding notes receivable from a minority stockholder that total $475,000. These notes are collateralized by common stock, bear interest at 4%, have no specific repayment terms, and mature in various years through 2009. During the five months ended May 31, 2005, the Company recorded $7,125 in accrued interest income related to these notes receivable. These notes were received in connection with stock options exercised in 2004 and have been classified as a deduction from stockholders’ equity. These notes were repaid to the Company in connection with sale of the Company’s stock in 2005 (see Note 9).

 

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The Company has a loan payable to a majority stockholder. The note is noninterest-bearing and due on demand. At May 31, 2005, the balance due under the note payable was $61,451. This note was repaid in July 2005.

 

Note 5 – Benefit Plans

 

The Company maintains a retirement plan (the “Plan”) for all employees over 21 years of age and having six months of service. The Company matches 50% of a participant’s elective deferral up to a maximum of 4 percent. Matching contributions under the plan were $15,250 for the five months ended May 31, 2005. In addition, the Plan allows for discretionary profit-sharing contributions. No discretionary contributions were made to the Plan during 2004.

 

Note 6 – Operating Leases

 

The Company is obligated under certain operating leases for office facilities in Chicago and New York. The leases expire on various dates between January 2006 and February 2007. Total rent expense under these leases was approximately $221,129 for the first five months of 2005.

 

The following is a schedule of future minimum lease payments under operating leases:

 

Years Ending May 31


   Amount

2006

   $ 276,000

2007

     135,000
    

Total

   $ 411,000
    

 

Note 7 – Stock Option Plan

 

The Company has an incentive stock option plan under which certain employees receive options to purchase Company stock at a price specified at the date of each option grant. Under the plan, the Company may grant options for up to 1,250,000 shares of common stock. The options granted, which have a term of 10 years from the grant date, vest over a four-year period. The exercise price of options is equal to the fair market value of the Company’s stock on the date of the grant.

 

Following is a summary of the status of the incentive stock option plan for the five months ended May 31, 2005:

 

     Number of
Shares


   Weighted
Average
Exercise
Price


Outstanding at January 1, 2005

   785,000    $ 1.46
         

Granted

   —      $ —  
         

Exercised

   —      $ —  
    
  

Outstanding at May 31, 2005

   785,000    $ 1.46
    
  

Options exercisable at May 31, 2005

   715,500    $ 1.32
    
  

 

8


The following table summarizes information about stock options outstanding as of May 31, 2005:

 

     Options Outstanding

   Options Exercisable

Range of exercise prices


   Number of
outstanding
options at
May 31,
2005


   Weighted
average
remaining
contract
life (years)


   Weighted
average
exercise
price


  

Number
exercisable at
May 31,

2005


   Weighted
average
exercise
price


$1.00–$4.00

   785,000    5.9    $ 1.46    715,500    $ 1.32

 

Note 8 – Supplemental Cash Flow Disclosure

 

The Company has two outstanding notes receivable from a stockholder in the total amount of $475,000. These notes were received in connection with the 2004 exercise of stock options to purchase 400,000 shares of the Company’s common stock.

 

There were no material cash payments for income tax or interest during the first five months of 2005.

 

Note 9 - Subsequent Events

 

On July 28, 2005, all of the Company’s outstanding options were converted into shares of common stock of the Company in exchange for notes receivable totaling $1,000,000.

 

On August 1, 2005, the Company’s stockholders sold all of the outstanding common stock of the Company for $42.5 million in cash and 305,748 shares of common stock of the purchaser. In connection with the sale, all of the stockholder notes receivable were repaid.

 

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