EX-99.3 3 a08-5697_1ex99d3.htm EX-99.3

Exhibit 99.3

 

Corporate Edge, Inc.

 

Financial Statements (Unaudited)

 

Nine Months Ended September 31, 2007 and 2006

 

Contents

 

 

 

 

Financial Statements

 

 

Balance Sheet

1

 

Statements of Income

2

 

Statement of Shareholders’ Equity

3

 

Statements of Cash Flows

4

 

Notes to Financial Statements

5

 

 



 

Corporate Edge, Inc.

Balance Sheet

(Unaudited)

 

 

 

September 30,
2007

 

Assets

 

 

 

Current assets:

 

 

 

Cash

 

$

261,995

 

Accounts receivable - net

 

8,213,761

 

Inventories

 

3,824,856

 

Note receivable

 

229,341

 

Prepaid expenses and other current assets

 

1,032,270

 

Total current assets

 

13,562,223

 

Property and equipment, net

 

643,901

 

Other assets:

 

 

 

Security deposits

 

186,817

 

Deferred financing costs - net

 

20,804

 

 

 

207,621

 

Total assets

 

$

14,413,745

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

Line of credit

 

$

5,869,520

 

Accounts payable

 

3,303,633

 

Accrued expenses

 

1,414,343

 

Customer deposits

 

596,847

 

Total current liabilities

 

11,184,343

 

Subordinated note payable - affiliate

 

2,250,000

 

Total liabilities

 

13,434,343

 

Shareholders’ equity:

 

 

 

Common stock, no par value, 1,000 shares authorized, 400 shares issued and outstanding

 

 

Additional paid in capital

 

645,275

 

Retained earnings

 

334,127

 

Total shareholders’ equity

 

979,402

 

Total liabilities and shareholders’ equity

 

$

14,413,745

 

 

See accompanying notes to financial statements.

 

 

1



 

Corporate Edge, Inc.

Statements of Income

(Unaudited)

 

 

 

Nine Months Ended September 30,

 

 

 

2006

 

2007

 

 

 

 

 

 

 

Revenue

 

$

36,564,299

 

$

39,760,519

 

Cost of goods sold (exclusive of depreciation and amortization shown separately below)

 

26,477,176

 

29,181,517

 

Gross profit

 

10,087,123

 

10,579,002

 

Operating expenses:

 

 

 

 

 

Selling, general, and administrative expenses

 

8,830,565

 

9,714,305

 

Depreciation and amortization

 

163,501

 

161,242

 

Income from operations

 

1,093,057

 

$

703,455

 

Other expense - interest expense

 

(471,055

)

(468,221

)

Income before income taxes

 

622,002

 

235,234

 

Income tax expense

 

20,012

 

9,269

 

Net income

 

$

601,990

 

$

225,965

 

 

See accompanying notes to financial statements.

 

2



 

Corporate Edge, Inc.

Statement of Shareholders’ Equity

Nine Months Ended September 30, 2007

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Additional Paid

 

Retained

 

 

 

 

 

Shares

 

Amount

 

In Capital

 

Earnings

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2006

 

400

 

$

 

$

645,275

 

$

333,162

 

$

978,437

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

225,965

 

225,965

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions to shareholders

 

 

 

 

(225,000

)

(225,000

)

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2007

 

400

 

$

 

$

645,275

 

$

334,127

 

$

979,402

 

 

See accompanying notes to financial statements.

 

 

 

3



Corporate Edge, Inc.

Statements of Cash Flows

(Unaudited)

 

 

 

Nine Months Ended September 30,

 

 

 

2006

 

2007

 

Cash flows from operating activities

 

 

 

 

 

Net income

 

$

601,990

 

$

225,965

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

Depreciation and amortization

 

163,501

 

161,242

 

Bad debt provision

 

73,914

 

18,781

 

Change in assets

 

 

 

 

 

Accounts receivable

 

5,276,988

 

8,456,164

 

Inventories

 

(908,732

)

455,607

 

Prepaid expenses and other current assets

 

(62,881

)

(743,957

)

Security deposits

 

(10,667

)

(4,392

)

Change in liabilities

 

 

 

 

 

Accounts payable and accrued expenses

 

(3,198,609

)

(8,446,480

)

Customer deposits

 

(211,976

)

(164,217

)

Net cash provided by (used in) operating activities

 

1,723,528

 

(41,287

)

Cash flows from investing activities

 

 

 

 

 

Purchases of property and equipment

 

(379,114

)

(21,817

)

Issuance of note receivable, net

 

(335,284

)

 

Net cash used in investing activities

 

(714,398

)

(21,817

)

Cash flows from financing activities

 

 

 

 

 

Proceeds from line of credit

 

60,485,859

 

48,281,000

 

Repayments of line of credit

 

(60,649,311

)

(47,730,901

)

Payment for deferred financing costs

 

(33,678

)

 

Distributions to shareholders

 

(812,000

)

(225,000

)

Net cash provided by (used in) financing activities

 

(1,009,130

)

325,099

 

Net change in cash

 

 

261,995

 

Cash, beginning of period

 

 

 

Cash, end of period

 

$

 

$

261,995

 

 

 

 

 

 

 

Non-cash operating and investing activities:

 

 

 

 

 

Reduction in commissions paid in fulfillment of note receivable

 

 

130,110

 

 

See accompanying notes to financial statements.

 

4



Corporate Edge, Inc.

Notes to Financial Statements

September 30, 2007

(Unaudited)

 

1.  Description of the Business

 

Corporate Edge, Inc. (the Company) is a national distributor of promotional products and is principally involved in the design, development and sale of corporate specialty items.

 

The Company was incorporated in the State of New Jersey on October 5, 1988 and was authorized to do business in New York on January 7, 2003.

 

2.  Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying consolidated financial statements include the accounts of Corporate Edge, Inc. and its wholly owned subsidiary, Screened Image, Inc.  All significant intercompany accounts and transactions have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results can differ from those estimates.

 

Fair Value of Financial Instruments

 

As of September 30, 2007, the carrying value of the Company’s financial instruments, which consist of cash, accounts receivable, line of credit, and accounts payable, approximate their fair values due to their short maturities term nature.

 

Revenue Recognition

 

The Company recognizes revenue for goods sold when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) title transfers to the customer, (3) the fee is fixed and determinable and (4) collectibility is reasonably assured.

 

Accounts Receivable

 

Accounts receivable are uncollaterized customer obligations due under normal trade terms.  Invoices require payment within 30 days from the invoice date.  Accounts receivable are stated at the amount billed to the customer.  Interest is not accrued on outstanding balances.

 

The carrying amount of accounts receivable is reduced by a valuation allowance that reflects management’s best estimate of the amounts that will not be collected.   Management individually reviews all accounts receivable balances and, based on an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected.  Fully reserved receivables are reviewed on a monthly basis and uncollectible accounts are written off when all reasonable collection efforts have been exhausted.

 

Inventory

 

Inventory is stated at the lower of cost or market.  Cost is determined by the first-in, first-out method, and represents the lower of replacement cost or estimated realizable value.  Inventory consists primarily of finished goods.

 

5



Corporate Edge, Inc.

Notes to Financial Statements - (Continued)

 

 

Property and Equipment

 

Property and equipment are stated at cost.  Depreciation and amortization expense is computed using accelerated and straight-line methods over the estimated useful lives of the respective assets.  The estimated useful lives, by asset class, are as follows:

 

 

Years

Equipment

3-10

Furniture

7-10

Transportation equipment

6

 

Leasehold improvements are depreciated using the straight-line method over the shorter of their estimated useful lives or the terms of the related leases.

 

Income Taxes

 

For income tax purposes, the Company has elected to be taxed as a Subchapter “S” Corporation under certain sections of the Internal Revenue Code.  As such, the Company is not obligated to pay federal income taxes, and the individual shareholders assume the responsibility for the payment on their proportionate share of the income of the Company.

 

As the Company is incorporated in the State of New Jersey and authorized to do business in New York, the company is obligated to pay state taxes based upon the respective state laws.  Although New Jersey recognizes the Subchapter “S” Corporation, the Company is required to pay New Jersey corporate income taxes which are based on the difference between the corporate rate and the individual tax rate.  New York City does not recognize the Subchapter “S” Corporation.  Therefore, the Company is obligated to pay New York City corporate taxes on income allocable to this jurisdiction.

 

The Company accounts for income taxes imposed by jurisdictions that do not recognize the Subchapter “S” election pursuant to the asset and liability method.  Under this method, deferred tax assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial carrying values of assets and liabilities and their respective tax bases.  The measurement of deferred tax assets and liabilities is based on provisions of the enacted tax law.  The Company had no material accrued or refundable income taxes or deferred tax assets or liabilities as of September 30, 2007.

 

Deferred Financing Costs

 

Loan fees and other debt issuance costs are deferred and included in non-current assets. Any debt discount is offset against the principal balance of the related loan. Deferred financing costs and debt discount are amortized to interest expense over the term of the related loan (3-10 years) using the effective interest method.

 

Deferred financing costs were $20,804, net of accumulated amortization of $53,205 as of September 30, 2007.  The amortization included in interest expense for the nine months ended September 30, 3007 and 2006 was $16,553 and $58,600, respectively.

 

 

6



Corporate Edge, Inc.

Notes to Financial Statements - (Continued)

 

3.  Property and Equipment

 

Property and equipment at September 30, 3007 consisted of the following:

 

Furniture and equipment

 

$

2,750,179

 

Leasehold improvements

 

272,668

 

Transportation equipment

 

159,464

 

 

 

3,182,311

 

Less accumulated depreciation

 

(2,538,410

)

 

 

$

643,901

 

 

Depreciation and amortization expense for the nine months ended September 30, 2007 and 2006 was approximately $161,000 and 164,000, respectively.

 

4.  Note Receivable – Related Party

 

The Company has a note receivable from one of its sales representatives which is due on demand and is non-interest bearing.  Under the terms of the note, 20% of all the commissions due to the sales representative shall be applied against the note.

 

5.  Line of Credit

 

On March 29, 2006, the Company refinanced its revolving line of credit with a new bank increasing the limit to $7,500,000.  Interest on borrowings is payable at 1% above the prime rate.  As defined in the loan agreement, the maximum availability under the line is limited to 85% of eligible accounts receivables.  The line of credit is secured by a blanket lien on all assets of the Company and is personally guaranteed by the shareholders.  The line of credit expired June 1, 2007 and was renewed effective July 1, 2007 for an additional one year term.  As of September 30, 2007, the unused portion of the line totaled $1,630,480.

 

Interest expense relating to the line of credit was approximately $359,000 and $299,000 for the nine months ended September 30, 2007 and 2006, respectively.

 

6.  Subordinated Note Payable - Affiliate

 

The note payable to affiliate is secured by a second lien on all the Company’s assets.  Under the terms of the note, the loan cannot be repaid until January 3, 2009.  The note bears interest at 6.67% per annum, payable monthly, and is due on or before January 3, 2013, if certain conditions are not met.  Interest expense relating to this note was $112,500 for the nine months ended September 31, 2007 and 2006.  Pursuant to a subordination agreement with the Company’s lender, the note is fully subordinate to the Company’s line of credit.

 

7.  Retirement Plan

 

The Company has a profit sharing plan that covers substantially all of the Company’s employees.  Contributions to the plan are at the discretion of the shareholders.  For the nine months ended September 30, 2006 and 2007, the Company did not make any contributions to the plan.

 

8.  Capital Structure and Common Stock

 

At September 30, 2007, the Company had 400 shares of voting, no par value common stock issued and outstanding.  Dividends are paid at the discretion of the Board of Directors.  A distribution of $225,000 was approved and made to the outstanding shareholders during the nine months ended September 30, 2007.

 

7



 

Corporate Edge, Inc.

Notes to Financial Statements - (Continued)

 

10.  Subsequent Events

 

On November 30, 2007, the Company was sold to InnerWorkings, Inc. for an acquisition price of $18.0 million in cash paid in November and December 2007.  The acquisition agreement provides that an additional $15.0 million in cash may be paid by InnerWorkings, Inc. contingent on the achievement of certain future performance measures by the Company.  The additional cash consideration, if any, will be paid on or prior to November 30, 2010.

 

8