EX-99.1 3 c50722_ex99-1.htm c50722_ex99-1.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Exhibit 99.1

CORSIS TECHNOLOGY GROUP II, LLC

FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2007 and 2006



CORSIS TECHNOLOGY GROUP II, LLC

CONTENTS

      Page
 
FINANCIAL STATEMENTS (Unaudited)      
 
   Balance Sheet   1-2
   Statements of Operations   3
   Statements of Members’ Equity   4
   Statements of Cash Flows   5-6
 
 
NOTES TO FINANCIAL STATEMENTS   7-16



CORSIS TECHNOLOGY GROUP II, LLC

BALANCE SHEET

June 30, 2007
(Unaudited)

 

ASSETS

CURRENT ASSETS      
   Cash   $ 3,432
   Accounts receivable, net of allowance for doubtful      
      accounts of $100,000     3,998,247
   Prepaid expenses and other current assets     34,943
       
            Total Current Assets     4,036,622
       
PROPERTY AND EQUIPMENT, Net     460,661
       
INVESTMENTS     285,005
       
OTHER ASSETS     407,587
       
            TOTAL ASSETS   $ 5,189,875

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

1



CORSIS TECHNOLOGY GROUP II, LLC

BALANCE SHEET

June 30, 2007
(Unaudited)


LIABILITIES AND MEMBERS' EQUITY

CURRENT LIABILITIES      
   Accounts payable   $ 754,273
   Line of credit     1,970,543
   Deferred revenue     1,786,333
   Deferred tax liability     60,000
   Current portion of deferred rent payable     10,561
   Current portion of term loan     107,639
   Current portion of capital lease obligations     48,133
   Accrued expenses and other current liabilities     90,217
 
            Total Current Liabilities     4,827,699
 
LONG-TERM LIABILITIES      
   Deferred rent payable, net of current portion     47,422
   Term loan, net of current portion     197,339
   Capital lease obligations, net of current portion     43,941
 
            Total Long-Term Liabilities     288,702
 
            TOTAL LIABILITIES     5,116,401
 
COMMITMENTS AND CONTINGENCIES      
 
MEMBERS' EQUITY      
   Membership units, 200 units authorized, 100 units      
      issued and outstanding     73,474
 
            TOTAL LIABILITIES AND MEMBERS'      
               EQUITY   $ 5,189,875

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

2



CORSIS TECHNOLOGY GROUP II, LLC

STATEMENTS OF OPERATIONS

For the Six Months Ended June 30, 2007 and 2006
(Unaudited)

 

    2007     2006  
REVENUES   $ 5,522,951     $ 6,228,164  
                 
COST OF REVENUES     3,294,535       3,389,704  
                 
            GROSS PROFIT     2,228,416       2,838,460  
                 
OPERATING EXPENSES                
   Selling, general and administrative     1,496,883       1,742,603  
   Depreciation and amortization     123,424       187,743  
                 
            TOTAL OPERATING EXPENSES     1,620,307       1,930,346  
                 
            INCOME FROM OPERATIONS     608,109       908,114  
                 
OTHER INCOME (EXPENSE)                
   Interest and other income     35,045       36,438  
   Gain on sale of investment     77,000       --  
   Interest expense     (68,839 )     (35,385 )
   Losses from equity investments     (30,995 )     (75,000 )
                 
            TOTAL OTHER INCOME (EXPENSE)     12,211       (73,947 )
                 
INCOME BEFORE PROVISION FOR INCOME TAXES     620,320       834,167  
                 
PROVISION FOR INCOME TAXES     98,000       37,000  
                 
            NET INCOME   $ 522,320     $ 797,167  

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

3



CORSIS TECHNOLOGY GROUP II, LLC

STATEMENTS OF MEMBERS' EQUITY

For the Six Months Ended June 30, 2007 and 2006
(Unaudited)

 

    2007     2006  
BALANCE - Beginning   $ (144,645 )   $ (73,770 )
                 
   Capital contributions     417,905       --  
                 
   Capital distributions     (722,106 )     (132,725 )
                 
   Net income     522,320       797,167  
                 
BALANCE - Ending   $ 73,474     $ 590,672  

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

4



CORSIS TECHNOLOGY GROUP II, LLC

STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2007 and 2006
(Unaudited)

 

    2007     2006  
 
CASH FLOWS FROM OPERATING ACTIVITIES                
  Net income   $ 522,320     $ 797,167  
    Adjustments to reconcile net income to net cash (used in)                
      provided by operating activities:                
        Bad debt expense     29,000       40,000  
        Gain on sale of investment     (77,000 )     --  
        Deferred taxes     98,000       37,000  
        Deferred rent     3,482       1,442  
        Depreciation and amortization     123,424       187,743  
        Losses from equity investments     30,995       75,000  
      Changes in operating assets and liabilities:                
        Accounts receivable     (2,838,808 )     833,687  
        Prepaid expenses     12,416       21,641  
        Other assets     (93,320 )     (25,330 )
        Accounts payable     157,209       168,593  
        Deferred revenue     623,833       (1,074,601 )
        Accrued expenses and other current liabilities     (200,453 )     (282,545 )
 
            TOTAL ADJUSTMENTS     (2,131,222 )     (17,370 )
 
            NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES     (1,608,902 )     779,797  
 
CASH FLOWS FROM INVESTING ACTIVITIES                
   Purchases of property and equipment     (79,556 )     (153,683 )
   Purchases of investments     --       (330,161 )
 
            NET CASH USED IN INVESTING ACTIVITIES     (79,556 )     (483,844 )

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

5



CORSIS TECHNOLOGY GROUP II, LLC

STATEMENTS OF CASH FLOWS, Continued

For the Six Months Ended June 30, 2007 and 2006
(Unaudited)

 

    2007     2006  
 
CASH FLOWS FROM FINANCING ACTIVITIES                
   Repayments of long-term debt     (359,137 )     (27,416 )
   Borrowing of long-term debt     322,918       90,000  
   Payments on line of credit     (2,840,140 )     (757,000 )
   Borrowing on line of credit     4,760,683       846,053  
   Payment of capital lease obligations     6,042       (24,584 )
   Capital contributions from members     417,905       --  
   Capital distributions to members     (722,106 )     (132,725 )
 
            NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES     1,586,165       (5,672 )
 
            NET (DECREASE) INCREASE IN CASH     (102,293 )     290,281  
 
CASH - Beginning     105,725       9,001  
 
CASH - Ending   $ 3,432     $ 299,282  
 
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                
   Cash paid during the period for:                
 
      Interest   $ 73,578     $ 76,094  
      Income taxes   $ 11,544     $ 7,309  

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

6



CORSIS TECHNOLOGY GROUP II, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

 

NOTE 1 - Nature of Business
   
 
Corsis Technology Group II, LLC (“Corsis” or the “Company”) was organized in the state of New York on January 31, 2002. Corsis manages the advertising contracts of third-party companies covering online promotions and direct marketing programs that are integrated with the marketing initiatives of the third-party companies’ customers. It also assists certain businesses in the creation and development of websites, digital commerce, and platforms.
            
NOTE 2 - Summary of Significant Accounting Policies 
   
 

Basis of Presentation
The accompanying unaudited financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions regarding interim financial statements in accordance with Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2007, or any other periods to be presented, are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.

Revenue Recognition and Deferred Revenue
Corsis recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence that an agreement exists, prices are fixed or determinable, services are provided to the customer, and collectibility is reasonably assured. The Company reduces revenue for estimated discounts and other allowances.

Corsis revenues are derived principally from management contracts, in which Corsis typically provides custom services for the creation, implementation, and administration of an online promotion on a customer’s website and for managing the customer’s information technology functions. Corsis recognizes revenue related to its services as the services are provided or ratably over the period of the contract, provided that no significant obligations remain and collection of the resulting receivable is reasonably assured.

Amounts billed and/or received from customers in advance of providing contracted services are treated as deferred revenue and recognized when the services are provided.

7



CORSIS TECHNOLOGY GROUP II, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

 

NOTE 2 - Summary of Significant Accounting Policies, continued
            
 

Cash and Cash Equivalents and Restricted Cash
The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. The Company has a total of $76,951 of cash that is invested in a certificate of deposit that serves as collateral for an outstanding letter of credit, and is therefore classified as restricted cash and included in other assets at June 30, 2007.

Accounts Receivable
The Company reduces its accounts receivable for amounts that are determined to be uncollectible. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the Company's existing accounts receivable. The Company reviews its allowance for doubtful accounts on a monthly basis and determines the allowance based on an analysis of its past due accounts. All past due balances that are over 90 days are reviewed individually for collectibility. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Property and Equipment
Property and equipment, which consist of furniture and fixtures, computer equipment and software, and leasehold improvements are carried at cost, less accumulated depreciation and amortization, which is computed on the straight-line basis over the estimated useful lives of the related assets, which range from three to five years. Leasehold improvements, which are also included in property and equipment, are recorded at cost, less accumulated amortization, which is computed on the straight-line basis over the shorter of their estimated useful lives or the lease term. Expenditures for maintenance and repairs are charged to expense as incurred.

Investments
The Company uses the equity method of accounting for its investments in and earnings or losses of affiliates that it does not control but over which it does exert significant influence. The Company also considers whether the fair values of any of its equity method investments have declined below their carrying value whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. If the Company considered any such decline to be other than temporary (based on various factors, including historical financial results, product development activities, and the overall health of the affiliate's industry), then a write-down would be recorded to estimated fair value.

8



CORSIS TECHNOLOGY GROUP II, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

 

NOTE 2 - Summary of Significant Accounting Policies, continued
            
 

Income Taxes
The Company is treated as a partnership for income tax purposes. Income or loss from the Company’s activities is allocated among the members based on their respective profit and loss percentage, pursuant to the Company’s operating agreement. No provision has been made for federal taxes, since such taxes, if any, accrue to the members. The Company is subject to certain other minimum state and local taxes. Deferred income taxes are provided for the estimated income tax effect of temporary differences between financial and tax bases in assets and liabilities.

Use of Estimates
The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to makes estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses. Actual results could differ from estimated amounts.

Fair Value of Financial Instruments
The carrying amount of cash and cash equivalents, accounts receivable and accounts payable approximate their fair values because of the short-term nature of these financial instruments. The recorded values of long-term debt and line of credit approximate their fair value as interest approximates market rates.

Recent Accounting Pronouncements
Effective January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of FIN 48.

In accordance with FIN 48, interest costs related to unrecognized tax benefits are required to be calculated (if applicable) and would be classified as “Interest expense, net” in the statements of operations. Penalties would be recognized as a component of “General and administrative expenses.”

9



CORSIS TECHNOLOGY GROUP II, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

 

NOTE 2 - Summary of Significant Accounting Policies, continued
            
 

Recent Accounting Pronouncements, continued
In many cases, the Company’s uncertain tax positions are related to tax years that remain subject to examination by relevant tax authorities. The Company files income tax returns in the United States (federal) and in various state and local jurisdictions. In most instances, the Company is no longer subject to federal, state, and local income tax examinations by tax authorities for years prior to 2004. The adoption of the provisions of FIN 48 did not have a material impact on the Company’s financial position and results of operations. As of January 1 and June 30, 2007, no liability for unrecognized tax benefits was required to be recorded. The Company’s unrecognized tax position is not expected to change in the next 12 months. The Company' recognized a deferred tax liability of approximately $60,000 as of June 30, 2007, primarily relating to the estimated income tax effects of temporary differences between financial and tax bases in assets and liabilities.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”). This Statement defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and accordingly, does not require any new fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company is in the process of evaluating the impact of the adoption of SFAS No. 157 on its financial statements.

In September 2006, the staff of the SEC issued Staff Accounting Bulletin No. 108 ("SAB 108") which provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. SAB 108 becomes effective in fiscal year 2007. The adoption of SAB 108 did not have a material impact on the Company's financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - including an amendment of FASB Statement No. 115” (“SFAS No. 159”). This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of SFAS No. 157. The Company is in the process of evaluating the impact of the adoption of SFAS No. 159 on its financial statements.

10



CORSIS TECHNOLOGY GROUP II, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

 

NOTE 2 - Summary of Significant Accounting Policies, continued
            
  Advertising
The Company expenses the cost of advertising as incurred. Advertising expense for six months ended June 30, 2007 and 2006 amounted to approximately $22,000 and $400, respectively.
   
NOTE 3 - Accounts Receivable 
           
  Accounts receivable consists of the following as of June 30, 2007:
  Accounts receivable   $ 4,098,247  
Less: allowance for doubtful accounts     (100,000 )
         
            Accounts Receivable, Net   $ 3,998,247  
           
NOTE 4 - Property and Equipment         
           
  Property and equipment consists of the following as of June 30, 2007:        
           
  Computer equipment and software   $ 669,081  
Furniture and fixtures     213,982  
Leasehold improvements     234,516  
      1,117,579  
Less: accumulated depreciation and amortization     (656,918 )
           
            Property and Equipment, Net   $ 460,661  
   
 

As of June 30, 2007, leased equipment amounting to $241,372, with accumulated depreciation of $147,668, has been capitalized and included as part of computer equipment and software.

Depreciation and amortization expense for the six months ended June 30, 2007 and 2006 amounted to $123,424 and $187,743, respectively.

11



CORSIS TECHNOLOGY GROUP II, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

 

NOTE 5 - Investments                             
                               
  Investments activity consists of the following for the six months ended June 30, 2007:
                               
              Digital Lab     Indigo          
      mSmart, Inc.     Solutions, LLC     Design, LLC     Total  
  Beginning investments   $ 246,770     $ 88,000     $ 69,230     $ 404,000  
  Equity in losses     (25,239 )     -       (5,756 )     (30,995 )
  Sale of investment     -       (88,000 )     -       (88,000 )
  Ending investments   $ 221,531     $ -     $ 63,474     $ 285,005  
   
          

On February 28, 2007, the Company sold its interest in Digital Lab Solutions, LLC for $165,000. Additionally, the admission of new investors in mSmart, Inc. on February 28, 2007 reduced the Company’s interest to 31.47% .

As of June 30, 2007, the Company’s investments consist of a 31.47% interest in mSmart, Inc.; a 0% interest in Digital Lab Solutions, LLC and a 50% interest in Indigo Design, LLC. Corsis does not control the operating and financial policies of these entities.

   
NOTE 6 - Other Assets 
 
  Other assets consist of the following as of June 30, 2007:
   
           Restricted cash   $ 76,951  
Security deposit     17,934
Due from CTG, Inc.     33,472
Due from Mobile Information Access Corp.     20,910
Note receivable – Digital Lab Solutions, LLC     258,320
         
            Other Assets   $ 407,587
         
  The Company has a total of $76,951 of cash that is invested in a certificate of deposit that serves as collateral for an outstanding letter of credit, and is therefore classified as restricted cash (Note 9).

12



CORSIS TECHNOLOGY GROUP II, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

 

NOTE 7 - Term Loan 
            
  Term loan consists of the following as of June 30, 2007:
  Description   Current   Long-Term   Total
Term loan at 7.44% per annum,                  
due April 1, 2010   $ 107,639   $ 197,339   $ 304,978
 
              Total   $ 107,639   $ 197,339   $ 304,978
   
          

As of June 30, 2007, the Company has an outstanding loan of $304,978 from Merrill Lynch under a $322,918 term loan agreement requiring 36 monthly principal payments of approximately $8,970 and accrues interest at a rate of 7.44% per annum. The loan is secured by all of the Company’s assets and personal guarantee of the Company’s Members. For the six months ended June 30, 2007, total interest expense on this term loan was $7,573.

As of December 31, 2006, future principal repayments for this term loan were as follows:

   
For the Year Ending    
December 31, Amount
2007 (six months) $ 53,820
2008   107,639
2009   107,639
2010   35,880
 
Total $ 304,978
   
NOTE 8 - Line of Credit
            
 

On March 2, 2007, the Company entered into a revolving line of credit agreement with Merrill Lynch for $2,000,000, based on borrowings of 80% of eligible accounts receivable at an interest rate of 2.25% over LIBOR (rate at June 30, 2007 is 7.57% per annum). The Company has an outstanding amount of $1,970,543 under this agreement as of June 30, 2007. The Company was subject to certain restrictive and financial covenants, as defined in the agreement and the line of credit was secured by all of the Company’s assets and personal guarantees of the Company’s Members. This agreement expires on February 29, 2008, therefore, the amount is classified as a current liability on the Company’s balance sheet.

For the six months ended June 30, 2007, interest expense on this line of credit was $39,264. There was additional interest expense for the six months ended June 30, 2007 of $7,248 for lines of credit that expired prior to June 30, 2007.

13



CORSIS TECHNOLOGY GROUP II, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

 

NOTE 9 - Commitments and Contingencies 
            
 

Capital Lease Obligations
As of June 30, 2007, the Company had various equipment under capital leases expiring from August 2007 to August 2009. The assets and liabilities under capital leases are recorded at the lower of the present values of the minimum lease payments or the fair values of the assets. The assets are included in property and equipment and are depreciated over their estimated useful lives.

As of June 30, 2007, minimum future lease payments under this capital lease are as follows:

   
For the Year Ending      
December 31, Amount  
2007 (six months) $ 29,116  
2008   46,517  
2009
 
26,398
 
 
Total minimum lease payments   102,031  
Less: amount representing interest
 
(9,957
)
Net minimum lease payments
$
92,074
 
   
          

Operating Leases

Effective October 24, 2005 the Company executed a lease for its office space located in Chicago, Illinois. The Company is required to pay an initial base rent of $2,205 per month and a three percent increase per annum until November 30, 2008.

Effective September 8, 2005 the Company executed a lease for its third floor office space located in New York City, New York. The Company is required to pay an initial base rent of $5,405 per month and a four percent increase per annum until January 31, 2011. In addition, the Company is required to pay additional rents as defined in the lease agreement.

Effective March 1, 2004 the Company executed a lease for its 17th floor office space located in New York City, New York. The Company is required to pay an initial base rent of $14,500 per month and a three percent increase per annum until February 29, 2012. In addition, the Company is required to pay additional rents as defined in the lease agreement.

The above-mentioned leases are considered operating leases and rent charged to operations for the six months ended June 30, 2007 and 2006 amounted to $148,304 and $136,616, respectively.

14



CORSIS TECHNOLOGY GROUP II, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

 

NOTE 9 - Commitments and Contingencies, continued
            
  Operating Leases, continued
As of June 30, 2007, future minimum lease payments (exclusive of common area maintenance) under these operating leases are as follows:
   
For the Year Ending      
December 31,   Amount
2007 (six months)   $ 133,136
2008     272,430
2009     247,804
2010     247,804
2011     185,650
Thereafter  
 
30,000
 
Total  
$
1,116,824
   
           Letter of Credit
The letter of credit serves as a security deposit for the Company’s office spaces located in New York City, New York. The Company does not anticipate that the cash will become unrestricted until the expiration of its lease obligations, which occurs on February 29, 2012. The restricted cash is therefore classified as a noncurrent asset on the Company’s balance sheet at June 30, 2007 (Note 6).
   
NOTE 10 - Members’ Equity 
   
  The Company operates as a Limited Liability Company. Based on the LLC Agreement, the Company will continue in existence as an LLC into perpetuity unless sooner dissolved. All members have the right to vote on all matters required to be submitted to a vote of the members. In addition, the LLC Agreement provides for, among other things, requirements regarding capital contributions, membership interests, allocations and distributions, management of the Company, transfers of ownership, and dissolution or liquidation of the Company.
   
NOTE 11 - Major Customer and Concentration of Credit Risk 
   
  For the six months ended June 30, 2007, two customers accounted for an aggregate of approximately 43% and 56% of the Company’s revenue and accounts receivable, respectively.

15



CORSIS TECHNOLOGY GROUP II, LLC

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

 

NOTE 12 - Subsequent Events 
            
 

On July 25, 2007, the Company acquired the net assets of Promotions.com, a private company, for an aggregate purchase price of $1.25 million in cash, subject to certain purchase price adjustments, pursuant to a Purchase Agreement dated July 25, 2007.

On August 2, 2007, TheStreet.com, Inc. (NASDAQ: TSCM) announced that it had acquired, through a newly created subsidiary, 100% of the membership interests of the Company for an aggregate purchase price of approximately $20.7 million, consisting of approximately $12.5 million in cash and 694,230 shares of unregistered common stock of TheStreet.com, Inc. subject to certain purchase price adjustments and pursuant to a Purchase Agreement dated August 2, 2007.

 

 

16