EX-99.1 3 a07-10287_1ex99d1.htm EX-99.1

 

Exhibit 99.1

OXFORD GLOBAL RESOURCES, INC.

Financial Statements

December 31, 2006 and 2005

(With Independent Auditors’ Report Thereon)

 




Independent Auditors’ Report

The Stockholders
Oxford Global Resources, Inc.:

We have audited the accompanying balance sheets of Oxford Global Resources, Inc. as of December 31, 2006 and 2005, and the related statements of operations, stockholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these 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 financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Oxford Global Resources, Inc. as of December 31, 2006 and 2005, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2006 in conformity with U.S. generally accepted accounting principles.

As discussed in note 12 to the financial statements, the Company adopted SFAS No. 123 (revised 2004), Share-Based Payment, effective January 1, 2006.

/s/ KPMG LLP

March 16, 2007




OXFORD GLOBAL RESOURCES, INC.

Balance Sheets

December 31, 2006 and 2005

 

 

 

2006

 

2005

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

577,096

 

$

174,355

 

Accounts receivable — trade, net of allowance for doubtful accounts of $361,413 and $625,256, respectively (note 4)

 

22,371,016

 

19,536,067

 

Prepaid expenses and other current assets (note 13)

 

1,978,378

 

1,043,167

 

Note receivable (note 8)

 

900,000

 

 

Total current assets

 

25,826,490

 

20,753,589

 

Property and equipment, at cost (note 5)

 

8,970,283

 

9,902,473

 

Less accumulated depreciation

 

(6,533,906

)

(7,221,545

)

 

 

2,436,377

 

2,680,928

 

Other assets (note 13)

 

1,212,869

 

2,021,208

 

Note receivable (note 8)

 

 

1,300,000

 

Goodwill

 

1,818,154

 

1,818,154

 

Total assets

 

$

31,293,890

 

$

28,573,879

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accrued salaries and employee benefits

 

$

4,575,778

 

$

4,359,361

 

Accounts payable

 

559,117

 

276,819

 

Cash overdrafts

 

1,639,967

 

1,875,660

 

Other current liabilities (note 13)

 

8,281,635

 

5,303,690

 

Note payable — bank (note 6(a))

 

900,000

 

 

Total current liabilities

 

15,956,497

 

11,815,530

 

Long-term liabilities (note 6(c))

 

865,511

 

981,943

 

Note payable — bank (note 6(a))

 

 

5,600,000

 

Total liabilities

 

16,822,008

 

18,397,473

 

Commitments and contingencies (note 7)

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock $0.01 par value. Authorized 20,000,000 shares; issued and outstanding 13,150,000 shares

 

131,500

 

131,500

 

Additional paid-in capital

 

8,493,289

 

7,979,408

 

Retained earnings

 

5,976,201

 

2,176,668

 

Accumulated other comprehensive loss

 

(129,108

)

(111,170

)

Total stockholders’ equity

 

14,471,882

 

10,176,406

 

Total liabilities and stockholders’ equity

 

$

31,293,890

 

$

28,573,879

 

 

See accompanying notes to financial statements.

 




OXFORD GLOBAL RESOURCES, INC.

Statements of Operations

Years ended December 31, 2006, 2005, and 2004

 

 

 

2006

 

2005

 

2004

 

Sales

 

$

178,426,431

 

$

147,220,312

 

$

114,815,817

 

Cost of sales

 

112,968,657

 

94,031,052

 

74,125,392

 

Gross profit

 

65,457,774

 

53,189,260

 

40,690,425

 

General and administrative expenses:

 

 

 

 

 

 

 

Salaries and employee benefits

 

40,744,256

 

32,034,902

 

27,039,470

 

Rent (note 7)

 

2,825,533

 

2,524,094

 

2,502,315

 

Depreciation

 

1,142,439

 

1,344,662

 

1,705,760

 

Telecommunications

 

1,306,664

 

1,201,901

 

1,189,497

 

Legal fees

 

661,232

 

265,408

 

310,058

 

Other professional fees

 

454,236

 

379,268

 

530,270

 

Marketing services

 

131,336

 

240,635

 

164,610

 

Recruiting costs

 

136,647

 

127,018

 

122,092

 

Other, net (notes 4 and 8)

 

3,137,200

 

2,855,125

 

2,777,290

 

 

 

50,539,543

 

40,973,013

 

36,341,362

 

Operating income

 

14,918,231

 

12,216,247

 

4,349,063

 

Interest expense (note 6)

 

(497,350

)

(318,267

)

(434,491

)

Interest income (note 8)

 

106,588

 

76,512

 

20,760

 

Income from continuing operations before income tax expense

 

14,527,469

 

11,974,492

 

3,935,332

 

State and foreign income tax expense

 

685,936

 

196,990

 

203,455

 

Income from continuing operations

 

13,841,533

 

11,777,502

 

3,731,877

 

Income (loss) from discontinued operations (note 3)

 

 

24,904

 

(796,876

)

Net income

 

$

13,841,533

 

$

11,802,406

 

$

2,935,001

 

 

See accompanying notes to financial statements.

 




OXFORD GLOBAL RESOURCES, INC.

Statements of Stockholders’ Equity and Comprehensive Income

Years ended December 31, 2006, 2005, and 2004

 

 

 

Common stock

 

Additional
paid-in

 

Retained

 

Accumulated
other
comprehensive

 

Total
stockholders’

 

 

 

Shares

 

Amount

 

capital

 

earnings

 

loss

 

equity

 

Balance at December 31, 2003

 

13,150,000

 

$

131,500

 

$

7,979,408

 

$

1,206,758

 

$

(164,508

)

$

9,153,158

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

2,935,001

 

 

2,935,001

 

Foreign currency translation

 

 

 

 

 

(78,659

)

(78,659

)

Total comprehensive income

 

 

 

 

2,935,001

 

(78,659

)

2,856,342

 

Stockholder distributions

 

 

 

 

(3,800,000

)

 

(3,800,000

)

Balance at December 31, 2004

 

13,150,000

 

$

131,500

 

$

7,979,408

 

$

341,759

 

$

(243,167

)

$

8,209,500

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

11,802,406

 

 

11,802,406

 

Foreign currency translation

 

 

 

 

 

131,997

 

131,997

 

Total comprehensive income

 

 

 

 

11,802,406

 

131,997

 

11,934,403

 

Stockholder distributions:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

 

 

 

(8,927,000

)

 

(8,927,000

)

Subsidiaries stock

 

 

 

 

(1,040,497

)

 

(1,040,497

)

Balance at December 31, 2005

 

13,150,000

 

$

131,500

 

$

7,979,408

 

$

2,176,668

 

$

(111,170

)

$

10,176,406

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

13,841,533

 

 

13,841,533

 

Foreign currency translation

 

 

 

 

 

(17,938

)

(17,938

)

Total comprehensive income

 

 

 

 

13,841,533

 

(17,938

)

13,823,595

 

Stock-based compensation

 

 

 

513,881

 

 

 

513,881

 

Stockholder distributions

 

 

 

 

(10,042,000

)

 

(10,042,000

)

Balance at December 31, 2006

 

13,150,000

 

$

131,500

 

$

8,493,289

 

$

5,976,201

 

$

(129,108

)

$

14,471,882

 

 

See accompanying notes to financial statements.

 




OXFORD GLOBAL RESOURCES, INC.

Statements of Cash Flows

Years ended December 31, 2006, 2005, and 2004

 

 

 

2006

 

2005

 

2004

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income from continuing operations

 

$

13,841,533

 

$

11,777,502

 

$

3,731,877

 

Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation

 

1,142,439

 

1,344,662

 

1,705,760

 

Provision for doubtful accounts

 

(37,445

)

130,497

 

273,880

 

(Gain) loss on sale of property and equipment

 

(75,462

)

7,704

 

 

Stock-based compensation

 

513,881

 

 

 

Change in assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable — trade

 

(2,797,504

)

(4,337,071

)

(3,259,309

)

Prepaid expenses and other current assets

 

(935,211

)

105,357

 

49,912

 

Other assets

 

808,339

 

44,568

 

117,676

 

Accrued salaries and employee benefits

 

216,417

 

928,589

 

600,754

 

Accounts payable

 

282,298

 

21,702

 

(78,613

)

Other current liabilities

 

2,977,945

 

2,009,009

 

731,885

 

Net cash provided by continuing operations

 

15,937,230

 

12,032,519

 

3,873,822

 

Net cash used in discontinued operations

 

 

(1,519,618

)

(585,984

)

Net cash provided by operating activities

 

15,937,230

 

10,512,901

 

3,287,838

 

Cash flows from investing activities:

 

 

 

 

 

 

 

(Increase) decrease in note receivable

 

400,000

 

(1,300,000

)

 

Proceeds from sale of property and equipment

 

180,000

 

 

 

Purchase of property and equipment

 

(1,002,426

)

(1,313,872

)

(619,114

)

Investment in subsidiaries

 

 

 

(510,000

)

Net cash used in investing activities in discontinued operations

 

 

(23,578

)

(19,228

)

Net cash used in investing activities

 

(422,426

)

(2,637,450

)

(1,148,342

)

Cash flows from financing activities:

 

 

 

 

 

 

 

Decrease in note payable — bank, net

 

(4,700,000

)

 

(635,000

)

Decrease in note payable — stockholder

 

 

(700,000

)

 

(Decrease) increase in cash overdrafts

 

(235,693

)

455,034

 

1,420,626

 

Decrease in long-term liabilities

 

(116,432

)

(366,085

)

(92,627

)

Stockholder distributions

 

(10,042,000

)

(8,927,000

)

(3,800,000

)

Net cash provided by financing activities in discontinued operations

 

 

1,300,000

 

510,000

 

Net cash used in financing activities

 

(15,094,125

)

(8,238,051

)

(2,597,001

)

Net cash of former subsidiaries (note 3)

 

 

(437,042

)

 

Effect of foreign exchange translation

 

(17,938

)

131,997

 

(78,659

)

Net increase (decrease) in cash and cash equivalents

 

402,741

 

(667,645

)

(536,164

)

Cash and cash equivalents at beginning of year

 

174,355

 

842,000

 

1,378,164

 

Cash and cash equivalents at end of year

 

$

577,096

 

$

174,355

 

$

842,000

 

Supplementary disclosures of cash flow information:

 

 

 

 

 

 

 

Cash paid for interest

 

$

479,640

 

$

384,137

 

$

416,769

 

Cash paid for state and foreign income taxes

 

$

652,649

 

$

68,811

 

$

58,781

 

See accompanying notes to financial statements.

|||




 

OXFORD GLOBAL RESOURCES, INC.

Notes to Financial Statements

December 31, 2006 and 2005

(1)                     Company Organization and Business

Oxford Global Resources, Inc. (the Company) provides high-end information technology consulting and outsourcing services to a wide variety of industries throughout the United States and Europe.

On December 31, 2005, the Company made a noncash distribution to its stockholders consisting of the common stock of its two wholly owned subsidiaries. After the distribution, the Company did not own any subsidiary companies.

As of December 31, 2005, the Company increased the number of issued shares from 1,000 to 13,150,000 and changed the maximum number of authorized shares to 20,000,000. The increase in the issued number of shares has been applied retroactively and the comparable information has been restated accordingly.

(2)                     Summary of Significant Accounting Policies

(a)                      Basis of Presentation

As discussed in note 1 above, on December 31, 2005, the Company made a distribution to its stockholders of the common stock of its two wholly owned subsidiaries. Operating results of these two subsidiaries for 2005 and 2004 have been presented as income (loss) from discontinued operations in the accompanying statements of operations. Transactions between the Company and its former subsidiaries have been presented on a gross basis within income from continuing operations and income (loss) from discontinued operations, respectively, in the statements of operations (see note 8).

(b)                      Use of Estimates

The preparation of the financial statements requires management of the Company to make a number of estimates and assumptions relating to 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 during the period. Significant items subject to such estimates and assumptions include intangibles and goodwill; valuation allowance for receivables; valuation of long-lived assets; and obligations related to employee benefits. Actual results could differ from those estimates.

(c)                       Fair Value of Financial Instruments

The carrying amount of cash and cash equivalents, accounts receivable and accounts payable approximates fair value because of the short maturity of these financial instruments. Fair value of the Company’s long-term instruments is estimated based on market values for similar instruments. The difference between the carrying value of long-term instruments and their estimated fair value was not material.

(d)                      Cash and Cash Equivalents

Cash and cash equivalents consists of highly liquid instruments with original maturities of three months or less.

(e)                       Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Costs associated with the development of the Company’s internal software have been capitalized and have been depreciated over a five-year period.




The Company provides for depreciation using the following estimated useful lives:

 

Number
of years

 

Computer hardware and software

 

3 — 5

 

Office furniture and equipment

 

5 — 7

 

Automobiles

 

5

 

Airplane

 

10

 

Leasehold improvements

 

10

 

 

(f)                         Revenue Recognition

Revenues pursuant to time and material contracts are recognized as services are provided. Billings in advance of services performed are classified as deferred revenues within other current liabilities in the balance sheets.

(g)                      Income Taxes

The Company has elected to be taxed as an S corporation and, accordingly, no federal tax liability or expense is incurred by the Company. Federal income taxes which may be due on any corporate profits are the responsibility of the stockholders. Certain states and foreign jurisdictions, however, do not recognize the Company’s status as an S corporation and impose income or excise taxes on the Company.

(h)                      Comprehensive Income

The Company accounts for comprehensive income (loss) in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 130, Reporting Comprehensive Income. This Statement establishes standards for the reporting and display of comprehensive income (loss) and its components in a full set of the financial statements. The Company’s comprehensive income for the years ended December 31, 2006, 2005, and 2004 includes net income and foreign currency translation gains and losses. Detailed balances and period changes in accumulated comprehensive income or loss are presented in the statements of stockholders’ equity and comprehensive income.

(i)                         Foreign Currency Translation

Amounts recognized in the financial statements related to foreign currency translation are determined using the principles of SFAS No. 52, Foreign Currency Translation. Assets and liabilities denominated in foreign functional currencies are translated at the exchange rate as of the balance sheet date. Translation adjustments are recorded as a separate component of stockholders’ equity. Revenues, costs, and expenses denominated in foreign functional currencies are translated at the weighted average exchange rate for the period.

(j)                         Goodwill and Other Intangible Assets

Goodwill represents the excess of costs over fair value of assets of businesses acquired. Pursuant to SFAS No. 142, Goodwill and Other Intangible Assets, goodwill and other intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived Assets. The Company performs its annual impairment test as of December 31. The Company has concluded that there was no impairment of goodwill for the years ended December 31, 2006, 2005, and 2004.




(k)                      Impairment of Long-Lived Assets

In accordance with SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived Assets, long-lived assets, such as property and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet.

Goodwill and intangible assets not subject to amortization are tested annually for impairment and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value.

(l)                         Stock Option Plan

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123 (revised 2004), Share-Based Payment, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services. This Statement is a revision of SFAS No. 123 and supersedes APB No. 25. This Statement was implemented by the Company as of January 1, 2006.

Prior to January 1, 2006, the Company applied the intrinsic value-based method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations including FASB Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation, an interpretation of APB Opinion No. 25, issued in March 2000, to account for its fixed plan stock options. Under this method, compensation expense was recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. SFAS No. 123, Accounting for Stock-Based Compensation, and SFAS Statement No. 148, Accounting for Stock Based Compensation — Transition and Disclosure, an amendment of FASB Statement No. 123, established accounting and disclosure requirements using a fair value-based method of accounting for stock-based employee compensation plans.

Prior to 2006, as allowed by SFAS No. 123, the Company elected to continue to apply the intrinsic value-based method of accounting described above, and adopted the disclosure requirements of SFAS No. 123. Accordingly, no compensation cost was recognized for stock options in the Company’s results of operations prior to January 1, 2006.

Effective January 1, 2006, the Company adopted SFAS No. 123(R). SFAS 123(R) requires that all stock-based compensation be recognized as an expense in the financial statements and that such cost be measured at the fair value of the award. This Statement was adopted using the modified prospective basis. Therefore, prior years’ financial statements have not been restated. Under this method, the Company recorded stock-based compensation expense for awards granted prior to, but not yet vested as of January 1, 2006, using the fair value amounts determined by the Black-Scholes option-pricing method for pro forma disclosures under SFAS 123. For stock-based awards granted after January 1, 2006, the Company recognizes compensation expense based on estimated grant date fair value using the Black-Scholes option-pricing method.

(3)                     Discontinued Operations

On December 31, 2005, the Company made a distribution to its stockholders of the common stock of its two wholly owned subsidiaries.




Combined sales, gross profit, and net income (loss) of the former subsidiaries for the years ended December 31, 2005 and 2004 (classified as income (loss) from discontinued operations on the accompanying statements of operations) are as follows:

 

Years ended December 31

 

 

 

2005

 

2004

 

Sales

 

$

10,041,767

 

$

6,484,937

 

Gross profit

 

2,335,944

 

1,381,532

 

Net income (loss)

 

24,904

 

(796,876

)

 

Summary of combined balance sheet information of the former subsidiaries at December 31, 2005 follows:

Cash and cash equivalents

 

$

437,042

 

Accounts receivable, net

 

1,870,554

 

Total assets

 

3,154,716

 

Total liabilities

 

2,114,221

 

 

(4)                     Accounts Receivable — Trade

The Company performs regular credit evaluations of its customers and does not require collateral on accounts receivable. The Company maintains reserves for potential credit losses and such losses have been within management’s expectations.

The following is a summary of the activity affecting the allowance for doubtful accounts for the years ended December 31, 2006, 2005, and 2004:

 

2006

 

2005

 

2004

 

Balance, beginning of year

 

$

625,256

 

$

729,616

 

$

586,893

 

Increase (decrease) charged to expense

 

(37,445

)

344,865

 

536,792

 

Write-offs, net of recoveries

 

(226,398

)

(334,225

)

(394,069

)

Distribution of subsidiary (note 3)

 

 

(115,000

)

 

Balance, end of year

 

$

361,413

 

$

625,256

 

$

729,616

 

 

Increase (decrease) to the allowance for doubtful accounts of $(37,445), $130,497, and $273,880, for the years ended December 31, 2006, 2005, and 2004 respectively, are included in “Other, net” general and administrative expenses, and $0, $214,368, and $262,912, for the years ended December 31, 2006, 2005, and 2004, respectively, are included in income (loss) from discontinued operations in the accompanying statements of operations.

(5)                     Property and Equipment

Property and equipment, at cost, is summarized as follows:

 

2006

 

2005

 

Computer hardware and software

 

$

4,311,276

 

$

4,750,818

 

Office furniture and equipment

 

3,601,483

 

3,777,582

 

Automobiles/Airplane

 

417,194

 

771,533

 

Leasehold improvements

 

640,330

 

602,540

 

 

 

$

8,970,283

 

$

9,902,473

 

 




(6)                     Financing

(a)                      Note Payable — Bank

In December 2004, the Company renewed its revolving loan facility. The facility is collateralized by substantially all assets of the Company. The facility limits the total borrowing to an amount based on eligible accounts receivable balances, subject to a maximum borrowing limit of $20,000,000. Proceeds from the facility are to be used primarily for working capital needs. Borrowings under the facility bear interest at variable rates and can be in the form of loans or letters of credit. This facility expires on November 30, 2007 (see note 14).

The facility has various financial covenants. At December 31, 2006, the Company was in compliance with all such covenants.

Total interest expense, including amortization of deferred financing costs, for the facility was $402,084, $200,896, and $241,913, for the years ended December 31, 2006, 2005, and 2004, respectively. The average outstanding borrowing and average interest rate was approximately $6,284,000 and 6.31% for the year ended December 31, 2006. The average outstanding borrowing and average interest rate was approximately $4,075,000 and 4.86% for the year ended December 31, 2005. The average outstanding borrowing and average interest rate was approximately $4,220,000 and 5.65% for the year ended December 31, 2004.

(b)                      Note Payable — Stockholder

The Company had a note payable to its principal beneficial stockholder amounting to $700,000 at December 31, 2004. Funds advanced were used to provide working capital for the Company. The note was due on demand and was paid in full to the stockholder in January 2005.

Total interest expense for the stockholder note was $5,370 and $65,229, for the years ended December 31, 2005 and 2004, respectively. The average outstanding balance and average interest rate was approximately $53,700 and 10.0% for the year ended December 31, 2005. The average outstanding balance and average interest rate was approximately $700,000 and 9.32% for the year ended December 31, 2004.

(c)                       Long-Term Liabilities

At December 31, 2006 and 2005, the Company had an interest-bearing obligation of 905,394 and 1,083,292 Euros (approximately $1,203,000 and $1,283,000), respectively, relating to a 1994 acquisition. These amounts represent principal plus accrued interest at 8.0% per annum, of a portion of the original purchase price that is being paid over time. Total interest expense on this obligation was $95,266, $112,001, and $127,349 for the years ended December 31, 2006, 2005, and 2004, respectively. The obligation is payable at 253,940 Euros (approximately $335,556 at December 31, 2006) per year until the obligation is satisfied in the year 2010.

Of the total obligation above, $865,511 and $981,943, respectively, at December 31, 2006 and 2005 are included in long-term liabilities on the accompanying balance sheets.




(7)                     Commitments and Contingencies

At December 31, 2006, the Company occupied offices in 20 locations under noncancelable operating leases.

The following is a schedule of minimum future rental payments relating to these leases:

 

Future
minimum
rental
payments

 

Year ending December 31:

 

 

 

2007

 

$

2,167,951

 

2008

 

1,740,997

 

2009

 

1,629,198

 

2010

 

424,552

 

2011

 

223,522

 

 

 

$

6,186,220

 

 

Certain of the Company’s leases contain provisions for additional rent if the lessor’s operating costs increase during the lease term.

At December 31, 2006, the Company has issued the following letters of credit: (1) $1,285,000 to secure a long-term obligation related to a 1994 acquisition (note 6(c)); (2) $75,000 pursuant to a workers’ compensation insurance program; and (3) $75,000 to the Internal Revenue Service related to a former subsidiary’s federal income tax returns.

The Company is subject to various legal proceedings that arise in the ordinary course of business. These matters are subject to uncertainties and it is possible that some of these matters may be resolved unfavorably to the Company. Management believes that such legal proceedings will not have a material adverse effect on the financial position or the results of operations of the Company.

(8)                     Related-Party Transactions

The Company provides certain administrative and management services to one of its former subsidiaries (see note 3). The charge for these services is based on the time spent each month by the Company’s employees providing the services. Hourly rates for individuals performing the services are determined at the beginning of each year. The Company earned $540,458, $449,329, and $340,876, for the years ended December 31, 2006, 2005, and 2004, respectively, for these services. The Company believes that the fees charged are a reasonable approximation of the costs that the former subsidiary would have paid if they had contracted these services from another independent third party. The management fees earned by the Company have been reported within income from continuing operations and the corresponding management fee expense has been reported within income (loss) from discontinued operations in the statements of operations for 2005 and 2004.

Starting in January of 2005, the Company provided working capital funds to one of its former subsidiaries (see note 3). Working capital is provided through a $2,000,000 revolving note secured by all of the borrower’s accounts receivable. The note is due on demand and earns interest based on the prime interest rate plus 1.0%. The note had a balance of $900,000 and $1,300,000 at December 31, 2006 and 2005, respectively. The Company earned $99,499 and $65,998, respectively, of interest income from this note for the years ended December 31, 2006 and 2005. The average outstanding balance and average interest rate was approximately $1,120,000 and 8.88% for the year ended December 31, 2006. The average outstanding balance and average interest rate was approximately $900,000 and 7.34% for the year ended December 31, 2005. The interest income earned by the Company has been reported within income from continuing operations and the corresponding interest expense has been reported within income (loss) from discontinued operations in the statements of operations for 2005.




(9)                     Concentration of Credit Risk

During 2006, 2005, 2004, and 2003, no single customer constituted more than 3.5% of the Company’s net sales. The Company operates primarily in one industry with customers in North America and Europe (see note 11).

(10)              Employee Benefit Plan

The Company has a 401(k) plan which allows participating employees and consultants to make pre-tax contributions of up to 19% of their compensation through salary deferral arrangements, subject to certain limits under Section 401(k) of the Internal Revenue Code of 1986. During the years ended December 31, 2006, 2005, and 2004, the Company made matching contributions of $448,304, $392,433, and $459,862, respectively.

(11)              Foreign Branch Operations

The Company conducts a portion of its business through branches located in Europe. For the years ended December 31, 2006, 2005, and 2004, approximately 3.6%, 2.8%, and 3.6%, respectively, of the Company’s revenues were earned in Europe. As of December 31, 2006 and 2005, approximately 6.0% and 2.9%, respectively, of the Company’s assets were located in Europe.

(12)              Stock Options

The Company has a stock option plan (the Plan) pursuant to which the Company’s Board of Directors may grant stock options to directors, officers, and other key employees. The Plan authorizes grants of options to purchase up to 3,850,000 shares of common stock. Options granted under the plan generally become exercisable either ratably over four years or upon grant, at the discretion of the Board of Directors, and expire ten years from the date of grant (see note 14).

The Company implemented SFAS No. 123(R) as of January 1, 2006. Compensation expense for 2006 of $513,881 is included in salaries and employee benefits on the accompanying statement of operations. Prior to January 1, 2006, the Company applied APB Opinion No. 25 and related interpretations in accounting for its stock options. Accordingly, no compensation cost was recognized for stock options in the Company’s 2005 and 2004 results of operations. Had the Company recorded a charge for the fair value of options granted consistent with SFAS No. 123(R), net income would have decreased by approximately $75,932 and $328,148 in the years ended December 31, 2005 and 2004, respectively.

The weighted average fair value of options granted during the years ended December 31, 2006, 2005, and 2004 was $5.57, $3.23, and $2.02, respectively, per option.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes options pricing model, with the following weighted average assumptions used for grants issued in the years ended December 31, 2006, 2005 and 2004:

 

 

2006

 

2005

 

2004

 

Risk-free interest rate

 

4.95

%

4.39

%

3.28

%

Expected option lives

 

6.25 years

 

5.0 years

 

6.1 years

 

Expected volatility

 

54.59

%

51.91

%

62.74

%

Expected dividend yield

 

%

%

%

 




Data with respect to stock options is as follows:

 

Number
of shares

 

Weighted
average
exercise price

 

Options outstanding at December 31, 2003

 

1,955,450

 

$

8.07

 

Granted

 

177,750

 

3.38

 

Forfeited

 

 

 

Canceled

 

103,700

 

6.22

 

Options outstanding at December 31, 2004

 

2,029,500

 

$

7.76

 

Granted

 

1,300

 

6.46

 

Forfeited

 

 

 

Canceled

 

43,200

 

5.13

 

Options outstanding at December 31, 2005

 

1,987,600

 

$

7.81

 

Granted

 

505,300

 

9.60

 

Forfeited

 

15,800

 

9.60

 

Canceled

 

27,600

 

7.26

 

Options outstanding at December 31, 2006

 

2,449,500

 

$

8.18

 

Options exercisable at December 31, 2006

 

1,897,250

 

$

8.01

 

 

The following table sets forth a summary of the stock options outstanding at December 31, 2006, 2005, and 2004:

 

 

Range of
exercise price

 

Number
outstanding

 

Weighted
average
remaining
years of
contractual
life

 

Weighted
average
exercise price

 

Number
exercisable

 

Weighted
average
exercise price

 

2006

 

$

2.99 - 9.60

 

2,449,500

 

3.85

 

$

8.18

 

1,897,250

 

$

8.01

 

2005

 

2.99 - 9.00

 

1,987,600

 

3.35

 

7.81

 

1,882,974

 

8.08

 

2004

 

2.99 - 9.00

 

2,029,500

 

4.40

 

7.76

 

1,863,925

 

8.16

 

 

Nonvested shares

 

Shares

 

Weighted
average
grant date
fair value

 

Balance at January 1, 2006

 

104,625

 

$

1.83

 

Granted

 

505,300

 

5.57

 

Vested

 

(34,875

)

(1.83

)

Cancelled

 

(7,000

)

(5.57

)

Forfeited

 

(15,800

)

(5.57

)

Balance at December 31, 2006

 

552,250

 

$

5.10

 

 

At December 31, 2006, there was $2,308,755 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Plan. Of the unvested options, 69,750 options became fully vested upon the termination of the Plan, and the remainders were cancelled (note 14).




(13)              Other Balance Sheet Items

Prepaid expenses and other current assets are summarized as follows:

 

December 31

 

 

 

2006

 

2005

 

Nontrade accounts receivable

 

$

163,401

 

$

25,624

 

Prepaid insurance

 

153,742

 

200,042

 

Prepaid rent

 

275,581

 

273,238

 

Prepaid other

 

185,104

 

356,098

 

Due from former subsidiaries

 

127,299

 

66,694

 

Miscellaneous

 

1,073,251

 

121,471

 

Total prepaid expenses and other current assets

 

$

1,978,378

 

$

1,043,167

 

 

Other assets are summarized as follows:

 

December 31

 

 

 

2006

 

2005

 

Beneficial interest in Land Trust (note 14)

 

$

 

$

633,540

 

Split dollar life insurance asset

 

435,000

 

451,000

 

Prepaid rent

 

345,060

 

437,076

 

Security deposits

 

251,216

 

371,957

 

Miscellaneous assets

 

181,593

 

127,635

 

Total other assets

 

$

1,212,869

 

$

2,021,208

 

 

Other current liabilities are summarized as follows:

 

December 31

 

 

 

2006

 

2005

 

Accrued managers bonus

 

$

4,845,988

 

$

2,284,140

 

Accrued expenses

 

1,060,680

 

1,105,654

 

Current income taxes

 

439,671

 

386,384

 

Deferred income taxes

 

320,000

 

340,000

 

Due to stockholder

 

765,912

 

 

Miscellaneous current liabilities

 

849,384

 

1,187,512

 

Total other current liabilities

 

$

8,281,635

 

$

5,303,690

 

 

(14)              Subsequent Events (unaudited)

On January 31, 2007, an unrelated third party acquired 100% of the outstanding common shares of the Company. As part of the acquisition, the Company retired the revolving credit agreement described in note 6(a), and the note receivable, described in note 8, was also retired by the related party. In addition, the Company’s stock option plan was terminated.

Also, in connection with the acquisition, the Company’s beneficial interest in the land trust was written off as compensation expense in December 2006. On January 29, 2007, the beneficial interest was transferred to an executive of the Company.