0001615774-15-000088.txt : 20150114 0001615774-15-000088.hdr.sgml : 20150114 20150114165413 ACCESSION NUMBER: 0001615774-15-000088 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20141031 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150114 DATE AS OF CHANGE: 20150114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THESTREET, INC. CENTRAL INDEX KEY: 0001080056 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 061515824 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-25779 FILM NUMBER: 15527641 BUSINESS ADDRESS: STREET 1: 14 WALL STREET, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 212 321 5000 MAIL ADDRESS: STREET 1: 14 WALL STREET, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 FORMER COMPANY: FORMER CONFORMED NAME: THESTREET COM DATE OF NAME CHANGE: 19990218 8-K/A 1 s100637_8ka.htm 8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No.1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 31, 2014

THESTREET, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

0-25779		06-1515824
(Commission File Number)		(IRS Employer Identification No.)

14 WALL STREET, 15^TH FLOOR

NEW YORK, NEW YORK 10005

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 321-5000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

On November 3, 2014, TheStreet, Inc.(the “Company”), filed a Current Report on Form 8-K (the “Original Form 8-K”) reporting that on October 31, 2014, the Company, through its wholly owned subsidiary TheDeal, LLC, completed the acquisition of Management Diagnostics Limited. This form 8-K/A amends the Original Form 8-K to include the historical audited and unaudited financial statements of Management Diagnostics Limited and the pro forma condensed combined financial information required by items 9.01(a) and 9.01(b) of Form 8-K that were excluded from the Original Form 8-K in reliance on the instructions to such items.

Item 9.01.

Financial Statements and Exhibits

(a)

Financial Statements of Business Acquired

The audited consolidated financial statements of Management Diagnostics Limited for the year ended

December 31, 2013 filed hereto as Exhibit 99.1. The unaudited financial statements of Management

Diagnostics Limited for the nine months ended September 30, 2014 and 2013 are filed hereto as Exhibit 99.2.

The consent of Grant Thornton UK LLP, Management Diagnostics Limited’s independent auditors is attached as Exhibit 23.1 to this Form 8-K/A.

(b)

Pro Forma Financial Information

The unaudited pro forma condensed combined financial information of the Company and Management

Diagnostics Limited as of and for the nine months ended September 30, 2014 and for the year ended

December 31, 2013 are filed hereto as Exhibit 99.3.

(c)

Not applicable.

(d)

Exhibits

Exhibit No.	Description
23.1	Consent of Grant Thornton UK LLP, Independent Auditors of Management Diagnostics Limited.
99.1	Audited financial statements of Management Diagnostics Limited as of and for the year ended December 31, 2013.
99.2	Unaudited financial statements of Management Diagnostics Limited as of and for the nine months ended September 30, 2014 and 2013.
99.3	Unaudited pro forma condensed combined financial information of the Company and Management Diagnostics Limited as of and for the nine months ended September 30, 2014 and for the year ended December 31, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TheStreet, Inc.

	By:	/s/ John Ferrara
		John Ferrara
		Chief Financial Officer

Date: January 14, 2015

EXHIBIT INDEX

Exhibit No.		Description
23.1		Consent of Grant Thornton UK LLP, Independent Auditors of Management Diagnostics Limited.
99.1		Audited financial statements of Management Diagnostics Limited as of and for the year ended December 31, 2013.
99.2		Unaudited financial statements of Management Diagnostics Limited as of and for the nine months ended September 30, 2013 and 2014
99.3		Unaudited pro forma condensed combined financial information of the Company and Management Diagnostics Limited as of and for the nine months ended September 30, 2014 and for the year ended December 31, 2013.

EX-23.1 2 s100637_ex23-1.htm EXHIBIT 23.1

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITOR

We have issued our report dated 14 January 2015, with respect to the consolidated financial statements of Management Diagnostics Limited as of 31 December 2013 and the year then ended, included in this Current Report of The Street, Inc. on Form 8 – K/A. We hereby consent to the incorporation by reference of said report in the Registration Statements of TheStreet, Inc. on Form S-8 (No. 333-189503, No. 333-145295 and No. 333-185023).

s/s	GRANT THORNTON UK LLP
	GRANT THORNTON UK LLP
	LONDON
	14 January 2015

EX-99.1 3 s100637_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Management Diagnostics Limited

Directors' Report and Consolidated Financial Statements

for the year ended 31 December 2013

Company Number – 3714017 (England & Wales)

Management Diagnostics Limited

Company Information

Directors	E Bell	(resigned 31 October 2014)
	P Cenatiempo	(resigned 6 November 2013)
	J Daly	(resigned 31 October 2014)
	N Davies
	A Gupta	(appointed 6 November 2013)
	A Gupta	(resigned 31 October 2014)
	C Ireland	(resigned 31 October 2014)
	R MacWilliams	(resigned 31 October 2014)
	J L Sainty	(resigned 31 October 2014)
	M Crosby	(appointed 31 October 2014)
	J Ferrara	(appointed 31 October 2014)

Company Secretary	N Davies	(resigned 31 October 2014)
	V Soman	(appointed 31 October 2014)

Company Number

3714017 (England and Wales)

Registered Office	Elizabeth House
	5^th Floor
	York Rd
	London
	SE1 7NQ

Auditors	Grant Thornton UK LLP
	Chartered Accountants
	and Registered Auditors
	Grant Thornton House
	Melton Street
	Euston Square
	London NW1 2EP

Management Diagnostics Limited

Contents

	Page

Directors' Report	1 - 3

Strategic Report	4 - 5

Statement of Directors' Responsibilities	6

Independent Auditor’s Report	7 - 8

Consolidated Profit and Loss Account	9

Consolidated Statement of Total Recognised Gains and Losses	10

Consolidated Balance Sheet	11

Parent Company Balance Sheet	12

Consolidated Statement of Cash Flows	13

Notes to the Financial Statements	14 - 30

Management Diagnostics Limited

Directors' Report

for the year ended 31 December 2013

The directors present their report and the financial statements for the year ended 31 December 2013. The financial statements consolidate the activities of Management Diagnostics Limited and its two operating subsidiaries Boardex LLC and Boardex India Pvt Limited.

Dividends

The directors do not recommend the payment of a dividend (2012 - nil). It is proposed that the retained profit of £484,722 (2012 - £368,021) be transferred to reserves.

Directors and their interests

The directors who served during the year and their direct and beneficial interests as at 31 December 2013 (or the date of their appointment to the board if later) and 31 December 2012 are as stated below.

	Class of Share	Number of Shares
		2013		2012

E Bell	Ordinary ‘A’ Shares		4,965		4,965
E Bell	Ordinary ‘B’ Shares		1,409		1,409
E Bell	Ordinary ‘C’ Shares		70		70
J Daly	Ordinary ‘B’ Shares		94,513		94,513
J Daly	Ordinary ‘C’ Shares		465		465
N Davies	Ordinary ‘C’ Shares		93		93
C Ireland	Ordinary ‘B’ Shares		23,554		23,554
C Ireland	Ordinary ‘C’ Shares		139		139
R MacWilliams	Ordinary ‘A’ Shares		2,500		2,500
R MacWilliams	Ordinary ‘B’ Shares		47,859		20,172
R MacWilliams	Ordinary ‘C’ Shares		233		233
J L Sainty	Ordinary ‘A’ Shares		940,192		940,192
J L Sainty	Ordinary ‘B’ Shares		675,769		675,769

Neither P Cenatiempo nor A Gupta hold or held any shares in the Company.

Page 1

Management Diagnostics Limited

Directors' Report

for the year ended 31 December 2013 (continued)

Directors and their interests (continued)

The directors held the following options over Ordinary ‘B’ shares at 31 December 2013:

Name	No of Options		Date of Grant	Exercise Price

J Daly
		40,946	21 Aug 2006	£	3.50
		58,337	22 June 2012	£	5.14

N Davies
		30,120	21 Aug 2006	£	3.50
		1,100	22 Jan 2007	£	3.50
		4,900	22 Jan 2007	£	0.10
		13,396	22 June 2012	£	5.14

C Ireland
		21,125	21 Aug 2006	£	3.50
		628	22 Jan 2007	£	3.50
		2,803	22 Jan 2007	£	0.10
		15,777	22 June 2012	£	5.14

R MacWilliams
		104,971	22 June 2012	£	5.14

With the exception of the options granted on 22 June 2012 which vested in full on issue, options vest as follows: 1/3^rd on the first anniversary of the date of grant, a further 1/3^rd on the second anniversary of the date of grant and the final 1/3^rd on the third anniversary of the date of grant. In addition options vest in full at any time when Management Diagnostics Limited experiences a change in control or a liquefying event.

No options were exercised in the year.

233,442 Ordinary ‘B’ shares of the company (2012 - 261,129 Ordinary ‘B’ shares) are held under an Employee Share Ownership Trust (ESOP) (see note 19).

On 1 August 2013 27,687 of the Ordinary ‘B’ shares held by the ESOP were issued to Mr MacWilliams pursuant to the terms of his Deferred Compensation Plan.

Page 2

Management Diagnostics Limited

Directors' Report

for the year ended 31 December 2013 (continued)

This report was approved by the Board and signed on its behalf on 14 January 2015.

N Davies, Director

Page 3

Management Diagnostics Limited

Strategic Report

for the year ended 31 December 2013

Principal activities and review of business

The Group is dedicated to developing and providing innovative analysis of a broad range of European, North American and other international companies and of the directors and senior executives within those companies. The Group's principal activity is that of the research, development and provision of research and business services. The principal activities of the companies in the group are described in note 10.

During the year the Group has continued the development of its RCM Platform which has been deployed in a number of clients and which is used by those clients to use their relationship capital to impact on their business initiatives, to help to increase their revenues and to build their long term relationship franchise value.

Results

The results for the year are set out on page 9. Turnover increased to £6,096,494 (2012 - £5,769,926).

Financial risk management

The directors' financial risk management objective is to maximise financial assets and minimise financial liabilities whilst not engaging in speculation. The financial risks faced by the Group include:

interest rates earned on cash and short-term investments;

liquidity of investments; and

foreign currency fluctuations.

The directors manage each of the above mentioned financial risks as follows:

continually review short-term investments to ensure the maximum rates of return are being achieved;

only short-term investments are entered into; and

actively review and approve the terms of the parties to significant commercial contracts where payment is not anticipated in advance.

Page 4

Management Diagnostics Limited

Strategic Report

for the year ended 31 December 2013 (continued)

Going concern

The Group's business activities, together with the factors likely to affect its future development, are set out in the principal activities and review of business section.

The Group’s strategy has been incorporated into detailed forecasts which have been subject to scrutiny and sensitivity analysis. After considering a number of factors which include robust renewal rates and the current sales pipeline the Directors, in conjunction with the ability to manage the Group's cost and cash resources, have a reasonable expectation that the parent company and the group will continue in operational existence for the foreseeable future. Accordingly they continue to adopt the going concern basis in preparing the accounts.

This report was approved by the Board and signed on its behalf on 14 January 2015.

N Davies, Director

Page 5

Management Diagnostics Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare financial statements in accordance with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). The financial statements are required by law to give a true and fair view of the state of affairs of the group and parent company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and then apply them consistently;

make judgments and estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

In so far as the directors are aware:

there is no relevant audit information of which the company's auditors are unaware; and

the directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

This statement was approved by the Board and signed on its behalf on 14 January 2015.

N Davies

Director

Page 6

Management Diagnostics Limited

Independent auditor’s report

Board of Directors

Management Diagnostics Limited

We have audited the accompanying consolidated financial statements of Management Diagnostics Limited and its subsidiaries, which comprise the consolidated and parent company balance sheets as of 31 December 2013, and the related consolidated profit and loss account, consolidated statement of total recognised gains and losses and consolidated cash flow statement for the year then ended, and the related notes to the financial statements.

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law); this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these consolidated 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 audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Page 7

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Management Diagnostics Limited and its subsidiaries as of 31 December 2013, and the results of their operations and their cash flows for the year then ended in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).

Other matter

The corresponding figures presented in the financial statements for the year ended 31 December 2013 were obtained from prior period financial statements that were not audited, reviewed, or compiled by us and, accordingly, we do not express an opinion or any other form of assurance on them.

GRANT THORNTON UK LLP

LONDON

United Kingdom

14 January 2015

Page 8

Management Diagnostics Limited

Consolidated Profit and Loss Account

for the year ended 31 December 2013

	Notes	2013			2012
		£			£
					(Unaudited)
Turnover	2		6,096,494			5,769,926

Cost of sales			(93,855	)		(90,059	)

Gross profit			6,002,639			5,679,867

Administrative expenses			(5,552,777	)		(5,372,130	)

Operating profit	3		449,862			307,737

Interest receivable and similar income	4		1,846			994

Profit on ordinary activities before taxation			451,708			308,731

Taxation	5		33,014			59,290

Profit on ordinary activities after taxation	16		484,722			368,021

All transactions arise from continuing operations.

The accompanying accounting policies and notes form an integral part of these financial statements.

See accompanying Independent Auditor’s Report

Page 9

Management Diagnostics Limited

Consolidated Statement of Total Recognised Gains and Losses

for the year ended 31 December 2013

	Notes	2013			2012
		£			£
					(Unaudited)
Profit for the year			484,722			368,021

Exchange loss			(113,581	)		(42,618	)

Total recognised gains and losses for the year			371,141			325,403

The accompanying accounting policies and notes form an integral part of these accounts.

See accompanying Independent Auditor’s Report

Page 10

Management Diagnostics Limited

Consolidated Balance Sheet

as at 31 December 2013

	Notes		2013						2012
			£			£			£			£
									(Unaudited)
Fixed assets
Tangible assets		9					4,046,101						4,018,351

Current assets
Debtors		11		896,252						1,133,428
Cash at bank				1,408,124						1,075,415

				2,304,376						2,208,843
Creditors: amounts falling due within one year		12		(670,133	)					(638,274	)

Net current assets							1,634,243						1,570,569

Total assets less current liabilities							5,680,344						5,588,920

Deferred income		13					(3,031,088	)					(3,310,805	)

Net assets							2,649,256						2,278,115

Capital and reserves
Called up share capital		15					457,449						457,449
Share premium account		16					16,022,450						16,022,450
ESOP		19					(23,346	)					(23,346	)
Other reserves		16					559,618						559,618
Profit and loss account		16					(14,366,915	)					(14,738,056	)

		17					2,649,256						2,278,115

The financial statements were approved by the Board on 14 January 2015.


Director – N Davies

Company No: 3714017

The accompanying accounting policies and notes form an integral part of these financial statements.

See accompanying Independent Auditor’s Report

Page 11

Management Diagnostics Limited

Parent Company Balance Sheet

as at 31 December 2013

	Notes		2013						2012
			£			£			£			£
									(Unaudited)
Fixed assets
Tangible assets		9					4,237,175						4,201,015
Investments		10					12,503						12,503

							4,249,678						4,213,518
Current assets
Debtors		11		1,267,407						1,472,688
Cash at bank				502,636						558,700

				1,770,043						2,031,388
Creditors: amounts falling due within one year		12		(1,035,065	)					(986,288	)

Net current assets							734,978						1,045,100

Total assets less current liabilities							4,984,656						5,258,618

Deferred income		13					(3,031,088	)					(3,310,805	)

Net assets							1,953,568						1,947,813

Capital and reserves
Called up share capital		15					457,449						457,449
Share premium account		16					16,022,450						16,022,450
ESOP		19					(23,346	)					(23,346	)
Other reserves		16					559,618						559,618
Profit and loss account		16					(15,062,603	)					(15,068,358	)

		17					1,953,568						1,947,813

The financial statements were approved by the Board on 14 January 2015.

.............................................
Director – N Davies

Company No: 3714017

The accompanying accounting policies and notes form an integral part of these accounts.

See accompanying Independent Auditor’s Report

Page 12

Management Diagnostics Limited

Consolidated Statement of Cash Flows

as at 31 December 2013

	Notes		2013			2012
			£			£
						(Unaudited)
Net cash inflow from operating activities		18		1,054,659			904,074

Returns on investments and servicing of finance
Interest received				1,846			994

Taxation
Tax received				33,014			212,684

Capital expenditure
Payments made to acquire tangible fixed assets				(756,810	)		(749,700	)

Net cash inflow before financing				332,709			368,052

Financing
Issue of share capital				-			100
Share premium on issue of share capital				-			20

				-			120

Increase in cash		18		332,709			368,172

The accompanying accounting policies and notes form an integral part of these accounts.

See accompanying Independent Auditor’s Report

Page 13

Management Diagnostics Limited

Notes to the Financial Statements

for the year ended 31 December 2013 (year ended 31 December 2012 unaudited)

Accounting policies

1.1

Accounting convention

The financial statements are prepared under the historical cost convention and in accordance with U.K. generally accepted accounting principles and include the results of the Company's and the Group’s operations all of which are continuing.

The principal accounting policies of the Group are set out below and have remained unchanged from the previous year.

1.2

Basis of preparation

The group’s strategy has been incorporated into detailed forecasts which have been subject to scrutiny and sensitivity analysis. After considering a number of factors which include robust renewal rates and the current sales pipeline, the Directors, in conjunction with the ability to manage the group's cost and cash resources, have a reasonable expectation that the parent company and the group will continue in operational existence for the foreseeable future. Accordingly they continue to adopt the going concern basis in preparing the accounts.

1.3

Basis of consolidation

The Group financial statements consolidate those of the Company and its operating subsidiaries, Boardex LLC and Boardex India Pvt Limited. MDL ESOP Limited has been consolidated by virtue of its deduction from shareholders’ funds. None of the Company’s dormant subsidiaries have been consolidated. Financial details for the subsidiaries that have not been consolidated are detailed in note 10.

1.4

Turnover

Turnover represents fees earned from the provision of services, including research. The company seeks to match income to services delivered by releasing revenues on a monthly basis over the term of the contract. In this regard the Company will take in account factors such as delivery timescales and / or acceptance criteria in determining if the release point for revenue should be anything other than the start date of the contract. Turnover is exclusive of VAT and other Sales Taxes.

1.5

Database

In accordance with accounting standards UITF 29 – Website development costs and FRS 15 – Tangible Fixed Assets, the Company has capitalised the costs of populating and developing its database as a tangible asset.

Page 14

Management Diagnostics Limited

Notes to the Financial Statements

for the year ended 31 December 2013 (year ended 31 December 2012 unaudited)

Accounting policies (continued)

1.6

Tangible fixed assets and depreciation

Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life and is as follows:

Office equipment	-	Straight line over three years
Fixtures and fittings	-	Straight line over three years
Database (Technology)	-	Straight line over seven years
Database (Content)	-	Straight line over twenty years

1.7

Retirement benefits

The pension costs charged against operating profits are the contributions payable to defined contribution schemes in respect of the accounting period. Neither the company nor any subsidiary company operates a defined benefit scheme.

1.8

Research and development expenditure

With the exception of expenditure associated with the development of the Database (see note 1.5) research and development expenditure is charged to profits in the period in which it is incurred.

1.9

Foreign exchange gains and losses

Company: Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Any gains and losses arising on the settlement of any transactions are taken to the profit and loss account.

Group: The balance sheets of overseas subsidiaries are translated at the rate of exchange ruling at the balance sheet date. The profit and loss accounts of overseas subsidiaries are translated at the average rate of exchange for the financial year. Any exchange gains and losses arising on the retranslation of opening net assets and arising as a result of differences between average and year end exchange rates are shown in the Statement of Total Recognised Gains and Losses.

1.10

Operating lease payments

Rentals payable under operating leases are charged to the profit and loss account on a straight line basis of the lease term.

1.11

Provisions for liabilities and charges

A provision is recognised when the group has a legal or constructive obligation as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation.

Page 15

Management Diagnostics Limited

Notes to the Financial Statements

for the year ended 31 December 2013 (year ended 31 December 2012 unaudited)

Accounting policies (continued)

1.12

Deferred taxation

Deferred tax is recognised on all timing differences where the transactions or events that give the group an obligation to pay more tax in the future, or a right to pay less tax in the future, have occurred by the balance sheet date. Deferred tax assets are recognised when it is more likely than not that they will be recovered. Deferred tax is measured using rates of tax that have been enacted or substantively enacted by the balance date.

1.13

Share based payments

With the exception of share options granted on 22 June 2012 all share options have been granted over issued shares held by the ESOP (see note 19).

The fair value of the employee services received in exchange for the grant of options is recognised as an expense. The total amount to be expensed rateably over the vesting period is determined by reference to the fair value of the options at the grant date, excluding the impact of any non-market vesting conditions. Non-market vesting conditions are included in the assumptions about the number of options that are expected to become exercisable. This estimate is revised at each balance sheet date and the difference is charged or credited to the profit and loss account, with a corresponding adjustment to equity. The proceeds received on exercise of the options (net of any directly attributable transaction costs) are credited to equity.

2.	Turnover	2013			2012
		£			£

	By geographic market:
	UK and Europe		2,691,409			2,745,917
	North America		3,405,085			3,024,009

			6,096,494			5,769,926

3.	Operating profit		2013			2012
			£			£

	Operating profit is stated after charging / (crediting):

	Depreciation of tangible assets		719,567			690,471
	Operating lease payments (land & buildings)		376,552			364,331
	Net exchange (gain) / loss		(68,539	)		26,245
	Auditors' remuneration		24,000			24,000
	Non-audit fees paid to the Company’s auditors		8,050			14,400

Page 16

Management Diagnostics Limited

Notes to the Financial Statements

for the year ended 31 December 2013 (year ended 31 December 2012 unaudited)

4.	Interest receivable and similar income	2013			2012
		£			£

	Bank interest receivable		581			994
	Other interest receivable		1,265			-

			1,846			994

5.	Tax credit on profit on ordinary activities
			2013			2012
			£			£

	Corporation tax at 20% (2012 - 20%)		-			-
	Overseas tax		48,226			66,718
	Prior year tax credit		(81,240	)		(126,008	)

			33,014			59,290

The tax credit assessed for the period is lower than small profit rate of corporation tax in the UK of 20% (2012 - 20%). The differences are explained as follows:

	2013		2012
	£		£

Profit on ordinary activities before taxation		451,708		308,731

Profit on ordinary activities multiplied by small profit rate of corporation tax in the UK of 20% (2012 - 20%)

	90,342		61,746
Effect of:
Expenses not deductible for tax purposes	2,856		5,777
Capital allowances in excess of depreciation	(45,349	)	(23,510	)
Other timing differences tax losses c/f	(47,849	)	(44,013	)
Overseas tax	48,226		66,718
Prior year tax credit	(81,240	)	(126,008	)

Current taxation credit for year	(33,014	)	(59,290	)

Unrelieved tax losses of approximately £11m (2012: £11m) remain available to offset against future taxable trading profits.

Page 17

Management Diagnostics Limited

Notes to the Financial Statements

for the year ended 31 December 2013 (year ended 31 December 2012 unaudited)

6.	Employees	2013		2012
		£		£

	Staff costs during the year (including directors) were as follows:
	Wages and salaries		3,115,206		3,097,516
	Social security costs		267,920		271,532
	Pensions and other costs		111,534		112,532

			3,494,660		3,481,580

The average number of employees during the year was 284 (2012: 284).

	Research and development	259	258
	Administration, sales and customer support	25	26

		284	284

7.	Directors' emoluments	2013	2012
		£	£

	Emoluments	876,014	798,210
	Pension scheme contributions	38,150	38,150

		914,164	836,360

	Highest paid director:
	Emoluments	312,196	262,196
	Pension scheme contributions	18,200	18,200

		330,396	280,396

During the year, 3 directors (2012: 3) participated in money purchase pension schemes.

Profit for the financial year

The parent company has taken advantage of section 408 of the Companies Act 2006 and has not included its own profit and loss account in these financial statements. The parent company’s profit for the year was £5,755 (2012: £126,919).

Page 18

Management Diagnostics Limited

Notes to the Financial Statements

for the year ended 31 December 2013 (year ended 31 December 2012 unaudited)

Tangible assets

Group			Fixtures			Office			Total
	Database		and fittings			equipment
	£		£			£			£
Cost

At 1 January 2013		7,887,512		577,685			1,079,634			9,544,831
Additions		714,074		6,945			35,791			756,810
Exchange adjustments		-		(16,504	)		(24,649	)		(41,153	)

At 31 December 2013		8,601,586		568,126			1,090,776			10,260,488

Depreciation

At 1 January 2013		3,965,422		532,065			1,028,993			5,526,480
Charge for the year		673,576		12,140			33,851			719,567
Exchange adjustments		-		(10,689	)		(20,971	)		(31,660	)

At 31 December 2013		4,638,998		533,516			1,041,873			6,214,387

Net book value

At 31 December 2013		3,962,588		34,610			48,903			4,046,101

At 31 December 2012		3,922,090		45,620			50,641			4,018,351

The group and company database costs comprise internal costs that have been capitalised, with the exception of third party costs totalling £25,566 (2012 - £29,373).

An impairment review was conducted at the end of year on the carrying value of the Database. The review was based on projections over the period to 2031 (the expected useful life of the database) and applied a discount factor of 15% to the resulting cash flows. The outcome of the review was that the carrying value of the Database was supported.

Page 19

Management Diagnostics Limited

Notes to the Financial Statements

for the year ended 31 December 2013 (year ended 31 December 2012 unaudited)

Tangible assets (continued)

Company			Fixtures		Office		Total
	Database		and fittings		equipment
	£		£		£		£

Cost

At 1 January 2013		8,245,436		123,531		426,702		8,795,669
Additions		739,640		-		12,270		751,910

At 31 December 2013		8,985,076		123,531		438,972		9,547,579

Depreciation

At 1 January 2013		4,066,200		123,531		404,923		4,594,654
Charge for the year		692,751		-		22,999		715,750

At 31 December 2013		4,758,951		123,531		427,922		5,310,404

Net book value

At 31 December 2013		4,226,125		-		11,050		4,237,175

At 31 December 2012		4,179,236		-		21,779		4,201,015

Database costs capitalised in the company include costs that have been purchased on an arms length basis from a wholly owned subsidiary at cost plus a mark up. This mark up has been eliminated on consolidation.

Page 20

Management Diagnostics Limited

Notes to the Financial Statements

for the year ended 31 December 2013 (year ended 31 December 2012 unaudited)

10.

Investments

The Company owns 100% of the share capital of MDL ESOP Limited, a company incorporated in the UK. The Company holds 2 shares with a nominal value of £1 each.

The Company owns 100% of the share capital of Boardex Limited, a company incorporated in the UK. The Company holds 2 shares with a nominal value of £1 each.

The Company owns 100% of the share capital of Boardex.com Limited, a company incorporated in the UK. The Company holds 2 shares with a nominal value of £1 each.

The Company owns 100% of the share capital of Boardex India Private Limited, a company incorporated in India which carries out data compilation and quality assurance in relation to the database. The Company holds 99,980 shares with a nominal value of INR10 each (£12,497). At 31 December 2013 the net assets of Boardex India Private Limited were £713,367 (2012: £660,630).

The Company owns 100% of the share capital of Boardex LLC, a company incorporated in the USA which carries out product marketing on behalf of the Company. The Company holds 10 shares with a nominal value of US$1 each (£6). At 31 December 2013 the net assets of Boardex LLC were £196,332 (2012: £(101,897)).

At 31 December 2013 the aggregate capital and reserves of MDL ESOP Limited was £(2,766) (2012: £(2,766)). This represents the cost of shares held by the ESOP less the amounts owed to the Company. The result for the year then ended was £nil (2012: £nil).

Boardex Limited and Boardex.com Limited are dormant companies.

Please see note 19 for additional information regarding MDL ESOP Limited.

Page 21

Management Diagnostics Limited

Notes to the Financial Statements

for the year ended 31 December 2013 (year ended 31 December 2012 unaudited)

11.

Debtors

	2013		2012
	£		£
Group
Trade debtors		606,169		864,937
Other debtors		33,314		32,145
Prepayments		256,769		236,346

		896,252		1,133,428

Company
Trade debtors		187,916		293,746
Other debtors		29,432		28,167
Amounts owed by group undertaking		1,002,893		1,097,964
Prepayments		47,166		52,811

		1,267,407		1,472,688

12.

Creditors: amounts falling due within one year

	2013		2012
	£		£
Group
Trade creditors		21,517		20,792
Other taxes and social security		379,534		397,706
Accruals		269,082		219,776

		670,133		638,274

Company
Trade creditors		21,517		20,792
Other taxes and social security		186,323		213,776
Amounts owed to group undertaking		682,675		626,901
Accruals		144,550		124,819

		1,035,065		986,288

Page 22

Management Diagnostics Limited

Notes to the Financial Statements

for the year ended 31 December 2013 (year ended 31 December 2012 unaudited)

13.

Deferred income

	2013		2012
	£		£
Group & Company
Service subscriptions		3,031,088		3,310,805

Service subscriptions are by way of an annual user licence. The Company seeks to match income to services delivered by releasing revenues on a monthly basis across the term of the contract. Amounts relating to the unexpired period of contracts are held as deferred income.

14.

Obligations under operating leases

	Land and Buildings
	2013		2012
	£		£
Group
Operating leases which expire;
Within one year		281,703		276,483

		281,703		276,483

Company
Operating leases which expire;
Within one year		95,887		95,887

		95,887		95,887

Page 23

Management Diagnostics Limited

Notes to the Financial Statements

for the year ended 31 December 2013 (year ended 31 December 2012 unaudited)

15.

Share capital

	2013		2012
	£		£
Authorised
1,500,000 Preferred Ordinary shares of 10p each		150,000		150,000
2,500,000 Ordinary ‘A’ shares of 10p each		250,000		250,000
2,000,000 Ordinary ‘B’ shares of 10p each		200,000		200,000
1,000 Ordinary ‘C’ shares of 10p each		100		100
1,000,000 Deferred Shares of 0.001p each		1,000		1,000

		601,100		601,100

Allotted and fully paid
884,456 Preferred Ordinary shares of 10p each		88,446		88,446
2,199,294 Ordinary ‘A’ shares of 10p each		219,929		219,929
1,222,183 Ordinary ‘B’ shares of 10p each		122,218		122,218
1,000 Ordinary ‘C’ shares of 10p each		100		100

		430,693		430,693
Allotted and nil paid
267,559 Ordinary ‘B’ shares of 10p each		26,756		26,756

		457,449		457,449

Rights associated with the Preferred Ordinary shares, the Ordinary ‘A’ shares, the Ordinary ‘B’ shares, the Ordinary ‘C’ shares and the Deferred Shares are documented in the Company’s Articles of Association.

The Company has undertaken to issue up to 203,367 new Ordinary ‘B’ shares to satisfy the potential exercise of Share Options which were granted on 22 June 2012.

Page 24

Management Diagnostics Limited

Notes to the Financial Statements

for the year ended 31 December 2013 (year ended 31 December 2012 unaudited)

16.

Share premium account and reserves

			Share		Profit and
	Other		Premium		Loss
	Reserves		Account		Account
	£		£		£
Group
At 1 January 2013		559,618		16,022,450		(14,738,056	)
Retained profit for the year		-		-		484,722
Exchange adjustment		-		-		(113,581	)

At 31 December 2013		559,618		16,022,450		(14,366,915	)

Company
At 1 January 2013		559,618		16,022,450		(15,068,358	)
Retained profit for the year		-		-		5,755

At 31 December 2013		559,618		16,022,450		(15,062,603	)

17.

Reconciliation of movements in shareholders' funds

	2013			2012
	£			£
Group
Opening shareholders’ funds		2,278,115			1,952,592
Issue of shares		-			120
Profit for the financial year		484,722			368,021
Exchange adjustment		(113,581	)		(42,618	)

Closing shareholders’ funds		2,649,256			2,278,115

	2013		2012
	£		£
Company
Opening shareholders’ funds		1,947,813		1,820,774
Issue of shares		-		120
Profit for the financial year		5,775		126,919

Closing shareholders’ funds		1,953,568		1,947,813

Page 25

Management Diagnostics Limited

Notes to the Financial Statements

for the year ended 31 December 2013 (year ended 31 December 2012 unaudited)

18.

Notes to the statement of cash flows

Reconciliation of operating profit to net cash inflow from operating activities

	2013			2012
	£			£

Operating profit		449,862			307,737
Change in debtors		237,176			158,284
Change in creditors		31,859			88,671
Change in deferred income		(279,717	)		(277,411	)
Depreciation		719,567			690,471
Exchange differences		(104,088	)		(63,678	)

Net cash inflow from operating activities		1,054,659			904,074

Reconciliation of net cash flow to movement in net funds

	2013		2012
	£		£

Increase in cash		332,709		368,172

Net funds brought forward		1,075,415		707,243

Net funds carried forward		1,408,124		1,075,415

Analysis of changes in net funds

	At 1 Jan 2013		Cash Flow		At 31 Dec 2013
	£		£		£

Cash at bank and in hand		1,075,415		332,709		1,408,124

		1,075,415		332,709		1,408,124

Page 26

Management Diagnostics Limited

Notes to the Financial Statements

for the year ended 31 December 2013 (year ended 31 December 2012 unaudited)

19.

MDL ESOP Limited

MDL ESOP Limited (the “ESOP”) was established as a subsidiary of the Company to encourage and facilitate the acquisition and holding of securities by or for the benefit of employees, former employees and relatives of employees of the Company.

Pursuant to a loan facility made available by the Company, the ESOP has subscribed to 233,442 Ordinary ‘B’ shares (2012 - 261,129 Ordinary ‘B’ shares) in the Company and is able to offer to eligible employees options over such shares at the prevailing market price.

The allocation and distribution of such options is at the discretion of the Directors of the ESOP in their capacity as Trustees of the ESOP which is constituted as a Trust Fund. The Trust Fund and the income thereof is held by the Trustees for the benefit of the beneficiaries in accordance with the terms of the Trust Deed. The Trustees are required to keep accurate accounts of the Trust Fund and may have them audited annually by a firm of professionally qualified accountants selected by the Trustees and approved by the Board. The Trustees are not required to engage in the management or conduct of the business of any company whose shares or securities constitute the whole or part of the Trust Fund. The Trustees may pay out of capital or income (at the Trustees discretion) any expenses properly incurred in connection with the administration of the Trust Fund.

In accordance with UITF 38, the investment in own shares relating to MDL ESOP Limited as at 31 December 2013 of £23,346 (2012: £23,346) has been presented as a deduction in arriving at shareholders’ funds.

Page 27

Management Diagnostics Limited

Notes to the Financial Statements

for the year ended 31 December 2013 (year ended 31 December 2012 unaudited)

19.

MDL ESOP Limited (continued)

During the year the group had share option schemes falling within the scope of FRS 20. With the exception of the share options granted on 22 June 2012 all share options under these schemes have been granted over issued shares held by the ESOP. The options were granted with a fixed exercise price equal to the market price of the shares at the date of grant. Exercise of options is subject to continued employment within the group. There are no other conditions attached to the options. Options were valued using the Black-Scholes option pricing model rather than a valuation of the employee services. The expected volatility is based on historic group volatility or an approximation thereto.

Details of the arrangements are described below:

	Options at		Options at		Options at
	£5.14		£3.50		£0.10

Grant Date(s)		June '12		Aug '06 - Jan '07		Mar '05 - Jan '07
Number of options granted		260,458		160,505		15,806
Share Price at date of grant		£5.14		£3.50		£0.10 - £14.00
Exercise price		£5.14		£3.50		£0.10
Vesting Date(s)		Immediate		Aug '09 - Jan '10		Mar '08 - Jan '10
Expiry Date(s)		June '22		Aug '15 - Jan '16		Mar '11 - Jan '16
Expected life		4.5 Yrs		4.5 Yrs		4.5 Yrs
Expected volatility		37%		37%		37%
Risk free interest rate		5%		5%		5%
Expected dividend yield		nil		nil		nil
Expected departures at 31 Dec 2013		10%		10%		10%
Fair value per option		£0.00		£1.34		£0.00 - £13.90

Page 28

Management Diagnostics Limited

Notes to the Financial Statements

for the year ended 31 December 2013 (year ended 31 December 2012 unaudited)

19.

MDL ESOP Limited (continued)

With the exception of the share options granted on 22 June 2012 all share options have been granted over issued shares held by the ESOP.

A reconciliation of the movements in the number of share options is summarised as follows:

	2013 Number of options			2013 Weighted average exercise price		2012 Number of options			2012 Weighted average exercise price

Outstanding at 1 January		436,809					178,951
Granted		-					260,458
Exercised		-					-
Lapsed		(40	)				(2,600	)

Outstanding at 31 December		436,769		£	4.35		436,809		£	4.36

Exercisable at year end		436,769					436,809

For options outstanding at the year end, the range of exercise prices and average remaining contractual life was as follows:

Exercise price	2013 Number of options		2013 Average remaining contractual life	2012 Number of options		2012 Average remaining contractual life

£0.10		15,806			15,806
£3.50		160,505			160,505
£5.14		260,458			260,458
£10.00		-			40

		436,769	n/a		436,809	n/a

Page 29

Management Diagnostics Limited

Notes to the Financial Statements

for the year ended 31 December 2013 (year ended 31 December 2012 unaudited)

20.

Capital commitments

Neither the group nor the company had any capital commitments at 31 December 2013 or at 31 December 2012.

21.

Contingent liabilities

Neither the group nor the company had any contingent liabilities at 31 December 2013 or at 31 December 2012.

22.

Related party disclosure

The company has taken advantage of the exemption in Financial Reporting standard No. 8 “Related party disclosures” and has not disclosed transactions with group undertakings.

The company provides IT support services to Sainty Hird and Partners Limited, a company of which JL Sainty is a director. The company charges £45,000 pa for these services.

23.

Subsequent event

On 31 October 2014, the company was acquired by The Deal, LLC, a wholly owned subsidiary of TheStreet, Inc., a United States corporation.

Page 30

EX-99.2 4 s100637_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

Management Diagnostics Limited

Unaudited Consolidated Financial Statements

for the nine months ended 30 September 2014 and 2013

Company Number – 3714017 (England & Wales)

Management Diagnostics Limited

Unaudited Consolidated Profit and Loss Account

for the nine months ended 30 September 2014 and 2013

	Notes	2014			2013
		£			£

Turnover	2		4,579,548			4,579,321

Cost of sales			(55,501	)		(70,412	)

Gross profit			4,524,047			4,508,909

Administrative expenses	6&7		(4,328,592	)		(4,191,414	)

Operating profit	3		195,455			317,495

Interest and similar income	4		817			498

Profit on ordinary activities before taxation			196,272			317,993

Taxation	5		17,005			49,851

Profit on ordinary activities after taxation	15		179,267			268,141

All transactions arise from continuing operations.

The accompanying accounting policies and notes form an integral part of these financial statements.

Page 1

Management Diagnostics Limited

Unaudited Consolidated Statement of Total Recognised Gains and Losses

for the nine months ended 30 September 2014 and 2013

	Notes	2014		2013
		£		£

Profit for the period			179,267		268,141

Exchange gain / (loss)			20,053		(98,991	)

Total recognised gains and losses for the period			199,320		169,150

Page 2

Management Diagnostics Limited

Consolidated Balance Sheets

	Notes	September 30, 2014						December 31, 2013
		(unaudited)
		£			£			£			£

Fixed assets
Tangible assets	8					4,052,434						4,046,101

Current assets
Debtors	10		887,506						896,252
Cash at bank			1,176,625						1,408,124

			2,064,131						2,304,376
Creditors: amounts falling due within one year	11		(661,348	)					(670,133	)

Net current assets						1,402,783						1,634,243

Total assets less current liabilities						5,455,217						5,680,344

Deferred income	12					(2,606,641	)					(3,031,088	)

Net assets						2,848,576						2,649,256

Capital and reserves
Called up share capital	14					457,449						457,449
Share premium account	15					16,022,450						16,022,450
ESOP	18					(23,346	)					(23,346	)
Other reserves	15					559,618						559,618
Profit and loss account	15					(14,167,595	)					(14,366,915	)

	16					2,848,576						2,649,256

The accompanying accounting policies and notes form an integral part of these financial statements.

Page 3

Management Diagnostics Limited

Unaudited Consolidated Statement of Cash Flows

as at 30 September 2014 and 2013

	Notes	2014			2013
		(UNAUDITED)			(UNAUDITED)
		£			£

Net cash inflow from operating activities	17		317,463			357,402

Returns on investments and servicing of finance
Interest received			817			498

Taxation
Tax paid			(17,005	)		(49,851	)

Capital expenditure
Payments made to acquire tangible fixed assets			(532,774	)		(563,668	)

Net cash outflow			(231,499	)		(255,619	)

(Decrease) in cash	17		(231,499	)		(255,619	)

Page 4

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

Accounting policies

1.1

Accounting convention

The financial statements are prepared under the historical cost convention and in accordance with U.K generally accepted accounting principles and include the results of the Company's and the Group’s operations all of which are continuing.

The principal accounting policies of the Group are set out below and have remained unchanged from the previous year.

1.2

Basis of preparation

The group's business activities, together with the factors likely to affect its future development, are set out in the principal activities and review of business section.

1.3

Basis of consolidation

1.4

Turnover

1.5

Database

Page 5

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

Accounting policies (continued)

1.6

Tangible fixed assets and depreciation

Office equipment	-	Straight line over three years
Fixtures and fittings	-	Straight line over three years
Database (Technology)	-	Straight line over seven years
Database (Content)	-	Straight line over twenty years

1.7

Retirement benefits

1.8

Research and development expenditure

With the exception of expenditure associated with the development of the Database (see note 1.5) research and development expenditure is charged to profits in the period in which it is incurred.

1.9

Foreign exchange gains and losses

1.10

Operating lease payments

Rentals payable under operating leases are charged to the profit and loss account on a straight line basis of the lease term.

1.11

Provisions for liabilities and charges

Page 6

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

Accounting policies (continued)

1.12

Deferred taxation

1.13

Share based payments

With the exception of share options granted on 22 June 2012 all share options have been granted over issued shares held by the ESOP (see note 18).

2.	Turnover	2014		2013
		£		£

	By geographic market:
	UK and Europe		1,985,616		2,019,780
	North America		2,593,932		2,559,541

			4,579,548		4,579,321

3.	Operating profit		2014		2013
			£		£

	Operating profit is stated after charging / (crediting):

	Depreciation of tangible assets		511,321		543,959
	Operating lease payments (land & buildings)		268,463		282,414

Page 7

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

4.	Interest and similar income	2014			2013
		£			£

	Bank interest		817			498

			817			498

5.	Tax charge on profit on ordinary activities
			2014			2013
			£			£

	Corporation tax at 20% (2013 - 20%)		-			-
	Overseas tax		117,914			49,851
	Prior year tax credit		(100,909	)		-

			17,005			49,851

The tax credit assessed for the period is lower than small profit rate of corporation tax in the UK of 20% (2013 - 20%). The differences are explained as follows:

	2014		2013
	£		£

Profit on ordinary activities before taxation		196,272		317,993

Profit on ordinary activities multiplied by small profit rate of corporation tax in the UK of 20% (2013 - 20%)

	39,255		63,499
Effect of:
Other timing differences	(39,255	)	(63,499	)
Overseas tax	117,914		49,851
Prior year tax credit	(100,909	)	-

Current taxation for the period	17,005		49,851

Unrelieved tax losses of approximately £11m (2013: £11m) remain available to offset against future taxable trading profits.

Page 8

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

6.	Employees	2014	2013
		£	£

	Staff costs during the period (including directors) were as follows:

	Wages and salaries	2,482,155	2,360,478
	Social security costs	222,659	201,234
	Pensions and other costs	83,661	83,801

		2,788,475	2,645,513

The average number of employees during the period was 288 (2013: 284).

Research and development	264	260
Administration, sales and customer support	24	24

	288	284

7.	Directors' emoluments	2014	2013
		£	£

	Emoluments	734,344	657,010
	Pension scheme contributions	32,375	28,162

		766,719	685,622

	Highest paid director:
	Emoluments	242,196	234,147
	Pension scheme contributions	13,650	13,650

		255,846	247,797

During the period, 3 directors (2013: 3) participated in money purchase pension schemes.

Page 9

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

Tangible assets

Group			Fixtures		Office
	Database		and fittings		equipment		Total
	£		£		£		£
Cost

At 1 January 2014		8,601,586		568,126		1,090,776		10,260,488
Additions		498,575		-		17,628		516,203
Exchange adjustments		-		2,399		3,846		6,245

At 30 September 2014		9,100,161		570,525		1,112,250		10,782,936

Depreciation

At 1 January 2014		4,638,998		533,516		1,041,873		6,214,387
Charge for the year		506,060		-		5,261		511,321
Exchange adjustments		-		1,706		3,088		4,794

At 30 September 2014		5,145,058		535,222		1,050,222		6,730,502

Net book value

At 30 September 2014		3,955,103		35,303		62,028		4,052,434

At 31 December 2013		3,962,588		34,610		48,903		4,046,101

Database costs comprise internal costs that have been capitalised.

Page 10

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

Investments

The Company owns 100% of the share capital of MDL ESOP Limited, a company incorporated in the UK. The Company holds 2 shares with a nominal value of £1 each.

The Company owns 100% of the share capital of Boardex Limited, a company incorporated in the UK. The Company holds 2 shares with a nominal value of £1 each.

The Company owns 100% of the share capital of Boardex.com Limited, a company incorporated in the UK. The Company holds 2 shares with a nominal value of £1 each.

The Company owns 100% of the share capital of Boardex India Private Limited, a company incorporated in India which carries out data compilation and quality assurance in relation to the database. The Company holds 99,980 shares with a nominal value of INR10 each (£12,497). At 30 September 2014 the net assets of Boardex India Private Limited were £749,518 (2013: £669,152).

The Company owns 100% of the share capital of Boardex LLC, a company incorporated in the USA which carries out product marketing on behalf of the Company. The Company holds 10 shares with a nominal value of US$1 each (£6). At 30 September 2014 the net assets of Boardex LLC were £218,173 (2013: £92,239).

At 30 September 2014 the aggregate capital and reserves of MDL ESOP Limited was £(2,766) (2013: £(2,766)). This represents the cost of shares held by the ESOP less the amounts owed to the Company. The result for the period then ended was £nil (2013: £nil).

Boardex Limited and Boardex.com Limited are dormant companies.

Please see note 18 for additional information regarding MDL ESOP Limited.

Page 11

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

10.	Debtors
		2014		2013
		£		£

	Trade debtors		519,935		606,169
	Other debtors		33,410		33,314
	Prepayments		334,161		256,769

			887,506		896,252

11.	Creditors: amounts falling due within one year
		2014		2013
		£		£

	Trade creditors		40,110		21,517
	Other taxes and social security		404,168		379,534
	Accruals		217,070		269,082

			661,348		670,133

12.	Deferred income

			2014		2013
			£		£

	Service subscriptions		2,606,641		3,031,805

13.

Obligations under operating leases

	Land and Buildings
	2014		2013
	£		£

Operating leases which expire; Within one year		250,760		281,703

		250,760		281,703

Page 12

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

14.

Share capital

	2014		2013
	£		£
Authorised
1,500,000 Preferred Ordinary shares of 10p each		150,000		150,000
2,500,000 Ordinary ‘A’ shares of 10p each		250,000		250,000
2,000,000 Ordinary ‘B’ shares of 10p each		200,000		200,000
1,000 Ordinary ‘C’ shares of 10p each		100		100
1,000,000 Deferred Shares of 0.001p each		1,000		1,000

		601,100		601,100

Allotted and fully paid
884,456 Preferred Ordinary shares of 10p each		88,446		88,446
2,199,294 Ordinary ‘A’ shares of 10p each		219,929		219,929
1,222,183 Ordinary ‘B’ shares of 10p each		122,218		122,218
1,000 Ordinary ‘C’ shares of 10p each		100		100

		430,693		430,693
Allotted and nil paid
267,559 Ordinary ‘B’ shares of 10p each		26,756		26,756

		457,449		457,449

The Company has undertaken to issue up to 203,367 new Ordinary ‘B’ shares to satisfy the potential exercise of Share Options which were granted on 22 June 2012.

Page 13

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

15.

Share premium account and reserves

			Share		Profit and
	Other		Premium		Loss
	Reserves		Account		Account
	£		£		£

At 1 January 2014		559,618		16,022,450		(14,366,915	)
Retained profit for the period		-		-		179,267
Exchange adjustment		-		-		20,053

At 30 September 2014		559,618		16,022,450		(14,167,595	)

16.

Reconciliation of movements in shareholders' funds

	2014		2013
	£		£

Opening shareholders’ funds		2,649,256		2,278,115
Profit for the financial period		179,267		484,722
Exchange adjustment		20,053		(113,581	)

Closing shareholders’ funds		2,848,576		2,649,256

Page 14

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

17.	Notes to the statement of cash flows

	Reconciliation of operating profit to net cash inflow from operating activities

	2014			2013
	£			£

Operating profit		195,455			317,495
Change in debtors		8,746			343,064
Change in creditors		(8,785	)		(9,368	)
Change in deferred income		(424,447	)		(743,507	)
Depreciation		511,321			543,959
Exchange differences		35,173			(79,659	)

Net cash inflow from operating activities		317,463			357,402

Reconciliation of net cash flow to movement in net funds

	2014			2013
	£			£

(Decrease)/Increase in cash		(231,499	)		(255,619	)

Net funds brought forward		1,408,124			1,075,415

Net funds carried forward		1,176,625			819,796

Analysis of changes in net funds

	At 1 Jan 2014		Cash Flow			At 30 Sept 2014
	£		£			£

Cash at bank and in hand		1,408,124		(231,499	)		1,176,625

		1,408,124		(231,499	)		1,176,625

Page 15

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

18.

MDL ESOP Limited

Pursuant to a loan facility made available by the Company, the ESOP has subscribed to 233,442 Ordinary ‘B’ shares (2013 - 233,442 Ordinary ‘B’ shares) in the Company and is able to offer to eligible employees options over such shares at the prevailing market price.

In accordance with UITF 38, the investment in own shares relating to MDL ESOP Limited as at 30 September 2014 of £23,346 (2013: £23,346) has been presented as a deduction in arriving at shareholders’ funds.

Page 16

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

18.

MDL ESOP Limited (continued)

Details of the arrangements are described below:

	Options at	Options at	Options at
	£5.14	£3.50	£0.10

Grant Date(s)	June '12	Aug '06 - Jan '07	Mar '05 - Jan '07
Number of options granted	254,638	160,505	13,307
Share Price at date of grant	£5.14	£3.50	£0.10 - £14.00
Exercise price	£5.14	£3.50	£0.10
Vesting Date(s)	Immediate	Aug '09 - Jan '10	Mar '08 - Jan '10
Expiry Date(s)	June '22	Aug '15 - Jan '16	Mar '11 - Jan '16
Expected life	4.5 Yrs	4.5 Yrs	4.5 Yrs
Expected volatility	37%	37%	37%
Risk free interest rate	5%	5%	5%
Expected dividend yield	nil	nil	nil
Expected departures at 30 Sept 2014	10%	10%	10%
Fair value per option	£0.00	£1.34	£0.00 - £13.90

Page 17

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

18.

MDL ESOP Limited (continued)

With the exception of most of the share options granted on 22 June 2012 all share options have been granted over issued shares held by the ESOP.

A reconciliation of the movements in the number of share options is summarised as follows:

				2014					2013
				Weighted					Weighted
	2014			average		2013			average
	Number of			exercise		Number of			exercise
	options			price		options			price

Outstanding at 1 January		436,769					436,809
Granted		-					-
Exercised		-					-
Lapsed		(8,319	)				(40	)

Outstanding at 30 September		428,450		£	4.37		436,769		£	4.36

Exercisable at period end		428,450					436,769

For options outstanding at the year end, the range of exercise prices and average remaining contractual life was as follows:

2014

2013

Average

2014

remaining

2013

remaining

Number of

contractual

Number of

contractual

Exercise price

options

life

options

life

£0.10

13,307

15,806

£3.50

160,505

£5.14

254,638

260,458

428,450

n/a

436,769

n/a

Page 18

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

19.

Capital commitments

The group did not have any capital commitments at 30 September 2014 nor at 30 September 2013.

20.

Contingent liabilities

The group did not have any contingent liabilities at 30 September 2014 nor at 30 September 2013.

21.

Related party disclosure

The company provides IT support services to Sainty Hird and Partners Limited, a company of which JL Sainty is a director. The company charges £45,000 for these services and the contract terminated at the end of August 2014.

Page 19

EX-99.3 5 s100637_ex99-3.htm EXHIBIT 99.3

Exhibit 99.3

THESTREET, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On October 31, 2014, the Company closed its previously announced share purchase agreement with Management Diagnostics Limited (“MDL”), a privately held company headquartered in London, England, and certain MDL shareholders, to acquire all of the outstanding share capital of MDL. MDL is the owner of BoardEx, an institutional relationship capital management database and platform. Clients, including investment banks, consultancies and law firms use BoardEx to leverage their relationships and facilitate business and corporate development initiatives. The company was founded in 1999 and is based in London with additional offices in New York City and Chennai, India. BoardEx will be integrated into The Deal, a business unit of TheStreet that serves corporate dealmakers with analysis of mergers and acquisitions, private equity and restructuring. BoardEx’s proprietary people data will be combined with The Deal’s newsroom and transaction data, allowing subscribers to easily network with the very people they read about in The Deal’s exclusive editorial content. The acquisition of BoardEx advances the strategic objectives of TheStreet by increasing both institutional content and subscribers.

The following unaudited pro forma condensed combined financial information (“pro forma financial information”) has been prepared to illustrate the effects of the Acquisition. This pro forma financial information has been prepared from the historical consolidated financial statements of TheStreet and MDL, and should be read in conjunction with TheStreet’s historical consolidated financial statements and related notes as found in the Company’s 2013 Annual Report on Form 10-K, and the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014, June 30, 2014 and September 30, 2014 filed with the Securities and Exchange Commission (“SEC”) on February 28, 2014, May 9, 2014, August 6, 2014 and November 7, 2014, respectively, as well as, the audited financial statements of MDL that have been included as Exhibit 99.1 in this Current Report on Form 8-K/A. Certain amounts in MDL’s financial statements have been reclassified to conform to TheStreet’s basis of presentation. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2014 and year ended December 31, 2013, combines both TheStreet and MDL’s results of operations for this period. The unaudited pro forma condensed balance sheet is presented as if the acquisition occurred on September 30, 2014 and the unaudited pro forma condensed combined statements of operations are presented as if the acquisition had occurred on January 1, 2013, the beginning of TheStreet’s fiscal 2013. The historical financial statements of MDL are prepared in accordance with United Kingdom Generally Accepted Accounting Principles and have been converted to US Generally Accepted Accounting Principles for purposes of the pro forma financial statements.

The pro forma financial information has been prepared for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the acquisition been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of the combined company. The pro forma financial information does not reflect future nonrecurring charges resulting from the Acquisition. The unaudited condensed combined pro forma statements of operations do not reflect future events that may occur subsequent to the Acquisition, including the potential realization of operational synergies, cost savings, revenue enhancements or other costs of the planned integration. The pro forma financial information included herein has been prepared pursuant to the rules and regulations of the SEC. Certain information and certain footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to these rules and regulations; however, management believes that the disclosures are adequate to not make the information presented misleading.

Exhibit 99.3

THESTREET, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
September 30, 2014

	TheStreet, Inc.			MDL			Pro Forma Adjustments			Pro Forma Combined

Assets
Current Assets
Cash and cash equivalents	$	48,275,969		$	1,910,721			$ (22,130,609	)(a)	$	28,056,081
Marketable securities		6,043,940			-			-			6,043,940
Accounts receivable		3,894,744			844,322			-			4,739,066
Other receivables		413,123			114,017			781,387	(b)		1,308,527
Prepaid expenses and other current assets		1,281,878			110,869			-			1,392,747
Restricted cash		139,750			-			-			139,750
Total current assets		60,049,404			2,979,929			(21,349,222	)		41,680,111

Property and equipment		4,809,295			158,056			-			4,967,351
Marketable securities		1,550,000			-			-			1,550,000
Other assets		8,128			47,795			-			55,923
Goodwill		27,997,286			-			17,100,069	(c)		45,097,355
Other intangibles		9,398,586			6,422,692			2,687,308	(d)		18,508,586
Restricted cash		1,161,250			-			-			1,161,250
Total assets	$	104,973,949		$	9,608,472		$	(1,561,845	)	$	113,020,576

Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	2,283,362		$	65,136		$	-		$	2,348,498
Accrued expenses		3,929,501			352,500			319,391	(e)		4,601,392
Deferred revenue		22,823,142			4,232,924			(118,521	)(f)		26,937,545
Other current liabilities		804,429			294,197			-			1,098,626
Total current liabilities		29,840,434			4,944,757			200,870			34,986,061

Deferred tax liability		288,000			-			-			288,000
Contingent consideration		-			-			2,901,000	(g)		2,901,000
Other liabilities		4,623,914			-			-			4,623,914
Total Liabilities		34,752,348			4,944,757			3,101,870			42,798,975

Stockholders’ Equity
Preferred stock		55			143,627			(143,627	)(h)		55
Common stock		415,038			599,224			(599,224	)(h)		415,038
Additional paid-in capital		272,371,156			26,927,621			(26,927,621	)(h)		272,371,156
Accumulated other comprehensive income		(283,167	)		24,408			(24,408	)(h) (j)		(283,167	)
Treasury stock		(12,480,568	)		-			-			(12,480,568	)
Accumulated deficit		(189,800,913	)		(23,031,165	)		23,031,165	(h)		(189,800,913	)
Total stockholders’ equity		70,221,601			4,663,715			(4,663,715	)		70,221,601
Total liabilities and stockholders equity	$	104,973,949		$	9,608,472		$	(1,561,845	)	$	113,020,576

Exhibit 99.3

THESTREET, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Nine Months Ended September 30, 2014

							Pro Forma			Pro Forma
	The Street, Inc.			MDL			Adjustments			Combined

Net Revenue:
Subscription services	$	34,722,784		$	7,645,097		$	-		$	42,367,881
Marketing services		9,047,623			-			-			9,047,623
		43,770,407			7,645,097			-			51,415,504

Operating expense:
Cost of services		22,897,998			2,895,099			-			25,793,097
Sales and marketing		11,202,886			1,247,302			-			12,450,188
General and administrative		9,821,941			2,216,735			(410,860	)(i) (j)		11,627,816
Depreciation and amortization		2,178,908			873,249			(146,066	)(l)		2,906,091
Loss on exchange		-			86,419			-			86,419
Total operating expense		46,101,733			7,318,804			(556,926	)		52,863,611

Operating (loss) income		(2,331,326	)		326,293			556,926			(1,448,107	)
Interest income		96,785			1,364			-			98,149

(Loss) income before income taxes		(2,234,541	)		327,657			556,926			(1,349,958	)
Provision for income taxes		-			(28,389	)		-			(28,389	)

Net (loss) income		(2,234,541	)		299,268			556,926			(1,378,347	)
Preferred stock cash dividends		289,272			-			-			289,272

Net (loss) income attributable to common stockholders	$	(2,523,813	)	$	299,268		$	556,926		$	(1,667,619	)

Basic and diluted net loss per share:
Net loss	$	(0.06	)	$	-		$	-		$	(0.04	)
Preferred stock cash dividends		(0.01	)		-			-			(0.01	)
Net loss attributable to common stockholders	$	(0.07	)	$	-		$	-		$	(0.05	)

Weighted average basic and diluted shares outstanding		34,337,597			-			-			34,337,597

Exhibit 99.3

THESTREET, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2013

							Pro Forma			Pro Forma
	The Street, Inc.			MDL			Adjustments			Combined

Net Revenue:
Subscription services	$	43,549,359		$	9,528,820		$	-		$	53,078,179
Marketing services		10,901,052			-			-			10,901,052
		54,450,411			9,528,820			-			63,979,231

Operating expense:
Cost of services		27,431,566			3,667,847			-			31,099,413
Sales and marketing		14,453,465			1,657,283			-			16,110,748
General and administrative		12,218,964			2,673,378			(62,061	)(k)		14,830,281
Depreciation and amortization		3,768,536			1,158,560			(151,103	)(l)		4,775,993
Restructuring and other charges		385,610			-			-			385,610
Gain on exchange		-			(331,383	)		-			(331,383	)
Loss on disposition of assets		187,434			-			-			187,434
Total operating expense		58,445,575			8,825,685			(213,164	)		67,058,096

Operating (loss) income		(3,995,164	)		703,135			213,164			(3,078,865	)
Interest income		209,463			2,885			-			212,348

(Loss) income before income taxes		(3,785,701	)		706,020			213,164			(2,866,517	)
Provision for income taxes		-			51,602			-			51,602

Net loss (income)	$	(3,785,701	)	$	757,622		$	213,164		$	(2,814,915	)

Basic and diluted net loss per share:
Net loss	$	(0.11	)	$	-		$	-		$	(0.08	)

Weighted average basic and diluted shares outstanding		33,725,317			-			-			33,725,317

Exhibit 99.3

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

Note 1 – Basis of Presentation

The Acquisition was accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic No. 805, “Business Combinations – Overall” (“ASC 805”). Under this method, the total preliminary purchase price was allocated to MDL’s net tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of September 30, 2014. The excess of purchase consideration over the net tangible and intangible assets is reflected as goodwill. The process for estimating the fair values of identifiable intangibles and certain tangible assets requires the use of significant estimates and assumptions, including estimating future cash flows and developing appropriate discount rates. Use of different estimates and judgments could yield different results.

For purposes of measuring the estimated fair value of the assets acquired and liabilities assumed as reflected in the unaudited pro forma condensed combined financial statements, the Company used the guidance in ASC Topic No 820, “ Fair Value Measurement and Disclosure – Overall” (“ASC 820”), which establishes a framework for measuring fair values. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Market participants are assumed to be buyers and sellers in the principal (most advantageous) market for the asset or liability. Additionally, under ASC 820, fair value measurements assume the highest and best use of that asset by market participants. As a result, the Company may be required to value MDL’s assets at fair value measures that do not reflect the Company’s intended use of those assets.

Under ASC 805, acquisition related costs such as advisory, legal, valuation and other professional fees are not included as a component of consideration transferred, but are required to be expensed as incurred.

Exhibit 99.3

Reclassifications

Certain reclassifications have been made to MDL’s historical financial statements in order to conform with TheStreet’s presentation.

MANAGEMENT DIAGNOSTICS LIMITED

September 30, 2014

	As Previously Reported			Reclass (1)			Other Reclasses			Revised

Assets
Current Assets
Cash and cash equivalents	$	1,910,721		$	-		$	-		$	1,910,721
Accounts receivable		1,441,221			(596,899	)		-			844,322
Other receivables		-			486,030			(372,013	) (2) (3) (4)		114,017
Prepaid expenses and other current assets		-			110,869			-			110,869
Total current assets		3,351,942			-			(372,013	)		2,979,929

Tangible Assets		6,580,748			(6,580,748	)		-			-
Property and equipment		-			158,056			-			158,056
Other assets		-			-			47,795	(3)		47,795
Other intangibles		-			6,422,692			-			6,422,692
Total assets		9,932,690		$	-		$	(324,218	)	$	9,608,472

Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	1,073,963		$	(1,008,827	)	$	-		$	65,136
Accrued expenses		-			352,500			-			352,500
Deferred revenue		4,232,924			-			-			4,232,924
Other current liabilities		-			656,327			(362,130	) (2)		294,197
Total current liabilities		5,306,887			-			(362,130	)		4,944,757

Stockholders’ Equity
Called up share capital		742,851			(742,851	)		-			-
Share premium account		26,018,857			(26,018,857	)		-			-
ESOP		(37,912	)		-			37,912	(4)		-
Other Reserves		908,764			(908,764	)		-			-
Preferred stock		-			143,627			-			143,627
Common stock		-			599,224			-			599,224
Additional paid-in capital		-			26,927,621			-			26,927,621
Accumulated other comprehensive income		-			24,408			-			24,408
Accumulated deficit		(23,006,757	)		(24,408	)		-			(23,031,165	)
Total stockholders’ equity		4,625,803			-			37,912			4,663,715
Total liabilities and stockholders equity	$	9,932,690		$	-		$	(324,218	)	$	9,608,472

(1)

To reclass MDL’s balance sheet account classifications to conform to TheStreet’s account classifications.

(2)

Tax asset of $362,130 was reclassed to offset tax liability.

(3)

Long-term portion of rent deposit of $47,795 was reclassed from Other receivables under current assets to Other assets under long term assets.

(4)

ESOP of $37,912 was reclassed from Capital and Reserves to Other receivables. This was an amount due to MDL from the ESOP as a result of shares issued to the ESOP in return for a receivable. The ESOP paid this receivable upon acquisition of MDL by the Company.

Exhibit 99.3

On the Statement of Operations, MDL presented only data feed expenses in Cost of Sales. All other expenses were aggregated within Administrative Expenses. In order to conform to TheStreet’s financial statement presentation MDL’s Administrative Expenses have been disaggregated into Cost of Services, Sales and Marketing, General and Administrative expenses and Depreciation and Amortization as follows:

	Management Diagnostics Limited
	For the Nine Months ended September 30, 2014
	As Previously Reported			Adjustments			Revised

Net Revenue:
Subscription services	$	7,645,097		$	-		$	7,645,097

Operating expense:
Cost of services		92,653			2,802,446			2,895,099
Sales and marketing		-			1,247,302			1,247,302
General and administrative		7,226,151			(5,009,416	)		2,216,735
Depreciation and amortization		-			873,249			873,249
Loss on exchange		-			86,419			86,419
Total operating expense		7,318,804			-			7,318,804

Operating income		326,293			-			326,293
Interest income		1,364			-			1,364

Income before income taxes		327,657			-			327,657
Provision for income taxes		(28,389	)		-			(28,389	)

Net income	$	299,268		$	-		$	299,268

Exhibit 99.3

	Management Diagnostics Limited
	For the Year Ended December 31, 2013
	As Previously Reported		Adjustments			Revised

Net Revenue:
Subscription services	$	9,528,820	$	-		$	9,528,820

Operating expense:
Cost of services		146,695		3,521,152			3,667,847
Sales and marketing		-		1,657,283			1,657,283
General and administrative		8,678,990		(6,005,612	)		2,673,378
Depreciation and amortization		-		1,158,560			1,158,560
Loss on exchange		-		(331,383	)		(331,383	)
Total operating expense		8,825,685		-			8,825,685

Operating income		703,135		-			703,135
Interest income		2,885		-			2,885

Income before income taxes		706,020		-			706,020
Provision for income taxes		51,602		-			51,602

Net income	$	757,622	$	-		$	757,622

Exhibit 99.3

Note 2 – Purchase Price Allocation

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets and liabilities assumed at the assumed acquisition date of September 30, 2014. The preliminary fair value estimates for the assets and liabilities were based upon preliminary calculations and valuations and our estimates and assumptions for this acquisition is subject to change as we obtain additional information for our estimates during the measurement period, a period not to exceed 12 months from the acquisition date. Changes to amounts recorded as assets or liabilities may result in a corresponding adjustment to goodwill.

	Amortization Life
	(in years)		Amount
Accounts receivable, net			$	844,322
Other receivables				857,493
Prepaid expenses and other current assets				148,782
Property and equipment, net				158,056
Other assets				47,795
Identifiable intangible assets:
- Customer relationships		10		3,670,000
- Database		10		5,130,000
- Trade name		6		310,000
Accounts payable				(65,136	)
Accrued expenses				(671,891	)
Deferred revenue				(4,114,403	)
Other current liabilities				(294,199	)
Contingent consideration				(2,901,000	)
Total identifiable net assets				3,119,819
Goodwill				17,100,069
Cash consideration			$	20,219,888

The estimated useful life of computer equipment, computer software and telephone equipment is three years; of furniture and fixtures is five years; and leasehold improvements are amortized on a straight-line basis over the shorter of the respective lease term or the estimated useful life of the asset.

The Company believes that information gathered to date provide a reasonable basis of estimating the fair values of assets acquired and liabilities assumed, but the Company is waiting for additional information necessary to finalize those fair values. Thus the provisional measures of fair value set forth above are subject to change, although such changes are not anticipated to be significant. The Company expects to complete the purchase price allocation as soon as practical, but no later than one year from the acquisition date.

Note 3 – Pro Forma Adjustments

The following is a summary of pro forma adjustments reflected in the unaudited pro forma condensed combined financial statements based on management’s preliminary estimates. These estimates may change as additional information is obtained.

(a)

To record $22,130,609 cash used to purchase MDL.

(b)

To record ESOP cash payment of $781,387. MDL previously issued shares to the ESOP in return for a receivable. The ESOP paid the receivable upon acquisition of MDL by the Company.

Exhibit 99.3

(c)

To record the preliminary estimate of goodwill for the purchase of MDL of $17,100,069.

(d)

To record the adjustment to other intangible assets of $2,687,308 to record the preliminary fair value of intangible assets of $9,110,000.

(e)

To record $319,391 in accrued expenses for miscellaneous costs deducted from cash used to purchase MDL.

(f)

To record estimated purchase price adjustment on deferred revenue of $118,521.

(g)

To record the fair value of contingent consideration of $2,901,000 relating to estimated revenue earn-out.

(h)

To eliminate MDL’s historical stockholder’s equity.

(i)

An adjustment of $464,852 was made to exclude transaction costs directly related to the acquisition that were included in the historical financial statements for the nine months ended September 30, 2014.

(j)

To reclass actuarial loss of $53,992, in relation to the actuarial valuation of the defined benefit plan obligation, from the statement of operations to Accumulated other comprehensive income in accordance with US GAAP.

(k)

To reclass actuarial gain of $62,061 in relation to the actuarial valuation of the defined benefit plan obligation, from the statement of operations to Accumulated other comprehensive income in accordance with US GAAP.

(l)

Adjustments to record depreciation and amortization on acquired fixed assets and intangible assets are as follows:

	Nine Months Ended			Year Ended
	September 30, 2014			December 31, 2013

Depreciation and amortization after fair value adjustments associated with acquired assets	$	727,183		$	1,007,457
MDL’s historical depreciation and amortization		(873,249	)		(1,158,560	)
Decrease in depreciation and amortization expense	$	(146,066	)	$	(151,103	)