EX-99.3 4 exh99-3.htm UNAUDITED FINANCIAL STATEMENTS OF IPAY TECHNOLOGIES JKHY Unaudited Financial Statements iPay Technologies Exh 99.3

 

Exhibit 99.3

iPay Technologies Holding Company, LLC and Subsidiary

Consolidated Balance Sheets

March 31, 2010 and 2009

ASSETS

3/31/2010

3/31/2009

CURRENT ASSETS

Cash and cash equivalents

$

9,642,682

$

5,721,375

Accounts receivable

1,059,180

280,632

Unbilled revenue

161,022

63,743

Prepaid expenses and other current assets

1,090,551

568,080

Deferred costs

1,927,828

1,581,817



   Total current assets

13,881,263

8,215,647

PROPERTY AND EQUIPMENT, NET

7,964,651

7,888,535

Goodwill

48,923,131

48,923,131

Intangible assets

15,333,333

17,783,333

Deferred costs, less current portion

1,599,427

1,114,475

Unbilled revenue, less current portion

1,368,719

61,444

Other assets

195,769

270,660



   Total assets

$

89,266,293

$

84,257,225

LIABILITIES AND MEMBERS' EQUITY

CURRENT LIABILITIES

Accounts payable and accrued expenses

5,679,507

2,803,523

Deferred revenue

6,280,708

6,246,144

Current maturities of long-term debt

5,718,791

4,575,033



   Total current liabilities

17,679,006

13,624,700

Deferred revenue, less current portion

1,133,733

1,440,140

Long-term debt, less current maturities

6,862,550

12,581,341

Other liabilities

203,235

0



   Total liabilties

25,878,524

27,646,181



MEMBERS' EQUITY

Members' units - 64,859,011 units authorized;

53,100,000

53,100,000

   58,483,248 units issued and outstanding

Retained earnings

10,287,769

3,511,044



   Total members' equity

63,387,769

56,611,044



   Total liabilities and members' equity

$

89,266,293

$

84,257,225


iPay Technologies Holding Company, LLC and Subsidiary

Consolidated Statements of Operations

For Three Months ended March 31, 2010 and 2009

3/31/2010

3/31/2009

REVENUES

$

12,461,944

$

9,916,709

OPERATING EXPENSES

Personnel

3,134,352

3,134,967

Selling and marketing expenses

1,883,228

1,429,426

Occupancy and equipment

78,392

64,287

Telecommunications

77,376

57,798

Technology

87,490

75,990

Professional

177,012

153,223

Processing

1,409,108

1,157,044

Other operating expenses

817,348

292,170

Depreciation and amortization

1,082,135

986,097



   Total operating expenses

8,746,441

7,351,002



OPERATING INCOME

3,715,503

2,565,707

OTHER INCOME (EXPENSE)

Interest Expense

(139,834)

(242,278)

Interest Income

8,794

5,162



   Total other expense, net

(131,040)

(237,116)



INCOME BEFORE TAXES

3,584,463

2,328,591

Income tax expense

195,683

28,600



NET INCOME

$

3,388,780

$

2,299,991


IPay Technologies Holding Company, LLC and Subsidiary

Consolidated Statements of Cash Flows

For Three Months ended March 31, 2010 and 2009

3/31/2010

3/31/2009

CASH FLOWS FROM OPERATING ACTIVITIES

Net income

$

3,388,780

$

2,299,991

Adjustments to reconcile net income to

   net cash provided by operating activities:

Depreciation and amortization

1,110,622

1,014,583

Unit-based compensation expense

86,263

133,386

Loss on disposal of assets

439

406

Changes in operating assets and liabilities:

   Accounts receivable

(791,668)

(5,691)

   Prepaid expenses and other current assets

(533,729)

(322,770)

   Deferred costs

(20,511)

(67,254)

   Other assets

24,673

-

   Accounts payable and accrued expenses

682,327

(75,400)

   Deferred revenue

(267,869)

127,405

   Other liabilities

22,144

-



     Net cash provided by operating activities

3,701,471

3,104,656



CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and equipment

(518,559)

(269,867)



     Net cash used in investing activities

(518,559)

(269,867)



CASH FLOWS FROM FINANCING ACTIVITIES

Payments on long term debt

(1,143,758)

(1,143,758)

Distributions to members

(1,037,277)

(733,016)



     Net cash used in financing activities

(2,181,035)

(1,876,774)



NET INCREASE IN CASH AND CASH EQUIVALENTS

1,001,877

958,015

CASH AND CASH EQUIVALENTS, Beginning of Period

8,640,805

4,763,360



CASH AND CASH EQUIVALENTS, End of Period

$

9,642,682

$

5,721,375


iPay Technologies Holding Company, LLC and Subsidiary

Consolidated Statements of Members' Equity

For Three Months ended March 31, 2010 and 2009

Members'

Retained

Units

Earnings

Total




Balance, December 31, 2008

$

53,100,000

$

1,971,853

$

55,071,853

Distributions to members

-

(883,191)

(883,191)

Redemption of incentive units

-

(10,996)

(10,996)

Unit-based compensation expense

-

133,387

133,387

Net income

-

2,299,991

2,299,991




Balance, March 31, 2009

53,100,000

3,511,044

56,611,044

Balance, December 31, 2009

53,100,000

8,614,515

61,714,515

Distributions to members

-

(1,801,789)

(1,801,789)

Unit-based compensation expense

-

86,263

86,263

Net income

-

3,388,780

3,388,780




Balance, March 31, 2010

$

53,100,000

$

10,287,769

$

63,387,769