Attached files
file | filename |
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EX-99.2 - EX-99.2 - Lightyear Network Solutions, Inc. | g22063exv99w2.htm |
EX-99.4 - EX-99.4 - Lightyear Network Solutions, Inc. | g22063exv99w4.htm |
EX-2.2 - EX-2.2 - Lightyear Network Solutions, Inc. | g22063exv2w2.htm |
EX-2.3 - EX-2.3 - Lightyear Network Solutions, Inc. | g22063exv2w3.htm |
EX-10.5 - EX-10.5 - Lightyear Network Solutions, Inc. | g22063exv10w5.htm |
EX-2.1 - EX-2.1 - Lightyear Network Solutions, Inc. | g22063exv2w1.htm |
EX-99.3 - EX-99.3 - Lightyear Network Solutions, Inc. | g22063exv99w3.htm |
EX-10.2 - EX-10.2 - Lightyear Network Solutions, Inc. | g22063exv10w2.htm |
EX-10.1 - EX-10.1 - Lightyear Network Solutions, Inc. | g22063exv10w1.htm |
EX-10.4 - EX-10.4 - Lightyear Network Solutions, Inc. | g22063exv10w4.htm |
8-K - FORM 8-K - Lightyear Network Solutions, Inc. | g22063e8vk.htm |
EX-10.3 - EX-10.3 - Lightyear Network Solutions, Inc. | g22063exv10w3.htm |
Exhibit 99.1
Lightyear Network Solutions, LLC and Subsidiary
Consolidated Financial Statements
Table of Contents
Reports of Independent Registered Public Accounting Firms |
1 | |||
Consolidated Financial Statements |
||||
Consolidated Balance Sheets as of December 31, 2008 and 2007 |
3 | |||
Consolidated Statements of Operations for the Years Ended December 31, 2008 and 2007 |
4 | |||
Consolidated Statements of Members Deficit for the Years Ended December 31, 2008 and 2007 |
5 | |||
Consolidated Statements of Cash Flows for the Years Ended December 31, 2008 and 2007 |
6 | |||
Notes to Consolidated Financial Statements |
8 |
Report of Independent Registered Public Accounting Firm
To the Member of
Lightyear Network Solutions, LLC and Subsidiary
Lightyear Network Solutions, LLC and Subsidiary
We have audited the accompanying consolidated balance sheet of Lightyear Network Solutions, LLC and
Subsidiary (the Company), a wholly-owned subsidiary of LY Holdings, LLC, as of December 31, 2008
and the related consolidated statements of operations, changes in members deficit and cash flows
for the year then ended. These consolidated financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these consolidated financial
statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audit included 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 Companys 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 audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the consolidated financial position of Lightyear Networks Solutions, LLC and Subsidiary
as of December 31, 2008, and the consolidated results of their operations, and their cash flows for
the year then ended in conformity with accounting principles generally accepted in the United
States of America.
/s/ Marcum LLP
February 19, 2010
New York, New York
New York, New York
- 1 -
Report of Independent Registered Public Accounting Firm
To the Member of
Lightyear Networks Solutions, LLC and Subsidiary
Lightyear Networks Solutions, LLC and Subsidiary
We have audited the accompanying consolidated balance sheet of Lightyear Network Solutions, LLC and
Subsidiary (the Company), a wholly-owned subsidiary of LY Holdings, LLC, as of December 31, 2007
and the related consolidated statements of operations, changes in members deficit and cash flows
for the year then ended. These consolidated financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these consolidated financial
statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audit included 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 Companys 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 audit
provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Lightyear Networks Solutions, LLC and
Subsidiary as of December 31, 2007, and the consolidated results of their operations, and their
cash flows for the year then ended in conformity with accounting principles generally accepted in
the United States of America.
/s/ Dean Dorton Ford PSC
August 26, 2008
Lexington, Kentucky
Lexington, Kentucky
- 2 -
Lightyear Network Solutions, LLC and Subsidiary
Consolidated Balance Sheets
As of December 31, | ||||||||
2008 | 2007 | |||||||
Assets |
||||||||
Current Assets |
||||||||
Cash |
$ | 440 | $ | 757,563 | ||||
Accounts receivable (net allowance of $665,477
and $1,491,466 as of December 31, 2008 and 2007) |
5,105,203 | 6,169,522 | ||||||
Vendor deposits |
1,170,180 | 1,127,207 | ||||||
Inventories |
216,513 | 51,258 | ||||||
Prepaid expenses and other current assets |
727,800 | 657,560 | ||||||
Total Current Assets |
7,220,136 | 8,763,110 | ||||||
Property and Equipment, Net |
547,933 | 517,180 | ||||||
Intangible Assets, Net |
1,283,471 | 1,811,717 | ||||||
Other Assets |
252,614 | 684,014 | ||||||
Total Assets |
$ | 9,304,154 | $ | 11,776,021 | ||||
Liabilities and Members Deficit |
||||||||
Current Liabilities |
||||||||
Accounts payable |
$ | 5,323,493 | $ | 4,709,135 | ||||
Interest payable to Parent |
1,084,831 | 249,561 | ||||||
Accrued agent commissions |
827,859 | 713,767 | ||||||
Deferred revenue |
1,665,273 | 1,818,250 | ||||||
Other liabilities |
1,546,385 | 2,559,078 | ||||||
Current portion of capital lease obligations |
79,173 | 67,290 | ||||||
Current portion of loans payable to Parent |
1,250,000 | 1,250,000 | ||||||
Total Current Liabilities |
11,777,014 | 11,367,081 | ||||||
Capital Lease Obligations, Non-Current Portion |
34,028 | 76,753 | ||||||
Loans Payable to Parent, Non-Current Portion |
15,416,262 | 15,016,262 | ||||||
Interest Payable to Parent, Non-Current Portion |
2,276,674 | 2,644,085 | ||||||
Total Liabilities |
29,503,978 | 29,104,181 | ||||||
Commitments and Contingencies |
||||||||
Members Deficit |
(20,199,824 | ) | (17,328,160 | ) | ||||
Total Liabilities and Members Deficit |
$ | 9,304,154 | $ | 11,776,021 | ||||
See Notes to these Consolidated Financial Statements
- 3 -
Lightyear Network Solutions, LLC and Subsidiary
Consolidated Statements of Operations
For The | ||||||||
Years Ended December 31, | ||||||||
2008 | 2007 | |||||||
Revenues |
$ | 57,447,889 | $ | 64,599,456 | ||||
Cost of Revenues |
36,752,809 | 38,173,907 | ||||||
Gross Profit |
20,695,080 | 26,425,549 | ||||||
Operating Expenses |
||||||||
Commission expense |
6,573,103 | 8,419,204 | ||||||
Commission expense related parties |
356,430 | 315,366 | ||||||
Depreciation and amortization |
845,617 | 857,179 | ||||||
Bad debt expense |
832,831 | 1,144,288 | ||||||
Selling, general and administrative expenses |
12,983,671 | 13,882,337 | ||||||
Goodwill and intangible asset impairment charges |
52,691 | 3,226,637 | ||||||
Total Operating Expenses |
21,644,343 | 27,845,011 | ||||||
Loss From Operations |
(949,263 | ) | (1,419,462 | ) | ||||
Other Income (Expense) |
||||||||
Interest income |
97,477 | 130,215 | ||||||
Interest (expense) Parent |
(2,007,041 | ) | (2,209,334 | ) | ||||
Other income |
8,411 | | ||||||
Other Expense |
(1,901,153 | ) | (2,079,119 | ) | ||||
Net Loss |
$ | (2,850,416 | ) | $ | (3,498,581 | ) | ||
See Notes to these Consolidated Financial Statements
- 4 -
Lightyear Network Solutions, LLC and Subsidiary
Consolidated Statements of Changes in Members Deficit
Members Deficit December 31, 2006 |
$ | (13,797,240 | ) | |
Distributions |
(32,339 | ) | ||
Net loss |
(3,498,581 | ) | ||
Members Deficit December 31, 2007 |
(17,328,160 | ) | ||
Distributions |
(21,248 | ) | ||
Net loss |
(2,850,416 | ) | ||
Members Deficit December 31, 2008 |
$ | (20,199,824 | ) | |
See Notes to these Consolidated Financial Statements
- 5 -
Lightyear Network Solutions, LLC and Subsidiary
Consolidated Statements of Cash Flows
For The | ||||||||
Years Ended December 31, | ||||||||
2008 | 2007 | |||||||
Cash Flows From Operating Activities |
||||||||
Net loss |
$ | (2,850,416 | ) | $ | (3,498,581 | ) | ||
Adjustments to reconcile net loss to net cash
used in operating activities: |
||||||||
Depreciation and amortization |
845,617 | 857,179 | ||||||
Provision for bad debt expense |
832,831 | 1,144,288 | ||||||
Impairment of goodwill and intangible assets |
52,691 | 3,226,637 | ||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
231,488 | (741,115 | ) | |||||
Other assets |
431,400 | (31,457 | ) | |||||
Vendor deposits |
(42,973 | ) | (638 | ) | ||||
Inventories |
(165,255 | ) | 160,100 | |||||
Prepaid expenses and other current assets |
(70,240 | ) | 24,595 | |||||
Accounts payable |
614,358 | (2,130,118 | ) | |||||
Interest payable to Parent |
467,859 | 704,034 | ||||||
Accrued agent commissions |
114,092 | (71,009 | ) | |||||
Deferred revenue |
(152,977 | ) | (124,788 | ) | ||||
Other liabilities |
(1,012,693 | ) | (1,148,630 | ) | ||||
Total Adjustments |
2,146,198 | 1,869,078 | ||||||
Net Cash Used in Operating Activities |
(704,218 | ) | (1,629,503 | ) | ||||
Cash Flows From Investing Activities |
||||||||
Purchases of property and equipment |
(349,015 | ) | (106,849 | ) | ||||
Acquisitions of VoIP licenses |
| (29,125 | ) | |||||
Net Cash Used in Investing Activities |
(349,015 | ) | (135,974 | ) | ||||
Cash Flows From Financing Activities |
||||||||
Repayments of loans payable to Parent |
(500,000 | ) | (1,000,000 | ) | ||||
Repayments of capital lease obligations |
(82,642 | ) | (51,157 | ) | ||||
Distributions to member |
(21,248 | ) | (32,339 | ) | ||||
Proceeds from loans payable to Parent |
900,000 | 3,000,000 | ||||||
Net Cash Provided by Financing Activities |
296,110 | 1,916,504 | ||||||
Net (Decrease) Increase In Cash |
(757,123 | ) | 151,027 | |||||
Cash Beginning |
757,563 | 606,536 | ||||||
Cash Ending |
$ | 440 | $ | 757,563 | ||||
- 6 -
Lightyear Network Solutions, LLC and Subsidiary
Consolidated Statements of Cash FlowsContinued
For The | ||||||||
Years Ended December 31, | ||||||||
2008 | 2007 | |||||||
Supplemental Disclosures of Cash Flow Information: |
||||||||
Cash paid during the year for: |
||||||||
Interest |
$ | 1,539,182 | $ | 1,505,300 | ||||
Supplemental Disclosure of Non-Cash Investing and
Financing Activities |
||||||||
Equipment financed
with capital lease
obligations |
$ | 51,800 | $ | 62,614 | ||||
See Notes to these Consolidated Financial Statements
- 7 -
Lightyear Network Solutions, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note ACompany Organization
Lightyear Networks Solutions, LLC (the Company or Lightyear) was incorporated in 2003 for the
purpose of selling and marketing telecommunication services and solutions, and owning other
companies which sell and market telecommunication services and solutions. The Company and its
wholly-owned subsidiary, Lightyear Alliance of Puerto Rico, LLC, provide telecommunications
services throughout the United States and Puerto Rico primarily through a distribution network of
authorized independent agents. Lightyear is a licensed local carrier in 44 states and provides long
distance service in 49 states. The Company delivers service to approximately 60,000 customer
locations. In addition to long distance and local service, the Company currently offers a wide
array of telecommunications services including internet/intranet, calling cards, advanced data,
wireless, Voice over Internet Protocol (VoIP) and conference calling.
The Company is a telecommunications reseller and competes, both directly at the wholesale level and
through agents, at the retail level. The Company is subject to regulatory requirements imposed by
the Federal Communications Commission (FCC), state and local governmental agencies. Regulations
by the FCC as well as state agencies include limitations on types of services and service areas
offered to the public.
The rights and obligations of the Companys member are governed by the Companys Operating
Agreement (Agreement) dated December 2003. The Agreement provides that the Company will continue
indefinitely unless certain defined events of dissolution occur. The Company has one member. An
initial capital contribution was made at the inception of the Company of $100.
Note BSummary of Significant Accounting Policies
Basis of Presentation
Lightyear is a wholly-owned subsidiary of LY Holdings, LLC (LYH or Parent). LYH was
incorporated in 2003 for the purpose of becoming a holding company to acquire certain assets from
the Lightyear Holdings Inc. bankruptcy process. In addition, LYH is a financing vehicle for
Lightyear and is integral to Lightyears operational activities. The Company provides working
capital from its operations to service LYHs obligations; it was either a co-borrower with LYH or a
guarantor of the LYH notes; and its assets collateralize the LYH notes. The funds were obtained
solely for the benefit of and utilization by the Company. As such, LYH received the funding only
as a conduit for the Company; therefore the obligations are reflected on Lightyears accompanying
consolidated financial statements.
Estimates
The preparation of consolidated financial statements in accordance with accounting principles
generally accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the consolidated financial statements and the reported
amounts of revenue and expenses during the reporting period. Actual results could differ from those
estimates. The Companys significant estimates include the reserves related to receivables, plus
the recoverability and useful lives of long lived assets.
Principles of Consolidation
The balance sheet, results of operations and cash flows of Lightyear Alliance of Puerto Rico, LLC,
a subsidiary with limited activity, have been included in the consolidated financial statements of
the Company. All intercompany accounts and transactions have been eliminated.
- 8 -
Lightyear Network Solutions, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note BSummary of Significant Accounting PoliciesContinued
Cash and Cash Equivalents
For purposes of presentation in the Companys consolidated balance sheet and statements of cash
flows, cash and cash equivalents consists of cash on deposit, cash on hand and all highly liquid
investments purchased with an original maturity of three months or less. The Company also maintains
cash in bank accounts, which, at times, may exceed federally insured limits. The Company has not
experienced any losses in such accounts and it is not exposed to any significant credit risk on
cash. There were no cash equivalents at December 31, 2008 and 2007.
Accounts Receivable
Accounts receivable are shown net of an allowance for doubtful accounts of $665,477 and $1,491,466
as of December 31, 2008 and 2007, respectively. The Companys management has established an
allowance for doubtful accounts sufficient to cover probable and reasonably estimable losses. The
allowance for doubtful accounts considers a number of factors, including collection experience,
current economic trends, estimates of forecasted write-offs, aging of the accounts receivable
portfolios, industry norms, regulatory decisions and other factors. Managements policy is to fully
reserve all accounts that are 180-days past due. Accounts are written off after use of a collection
agency is deemed to be no longer useful.
Property and Equipment
Property and equipment is recorded at cost less accumulated depreciation and amortization.
Depreciation and amortization is computed on a straight-line basis over the estimated useful lives
of the assets. Improvements to leased assets or fixtures are amortized over their estimated useful
lives or lease period, whichever is shorter. Leased property meeting certain criteria is
capitalized and the present value of the related payments is recorded as a liability. Depreciation
of capitalized leased assets is computed on the straight-line method over the lesser of the term of
the lease or its economic life. Upon retirement or other disposition of these assets, the costs and
related accumulated depreciation and amortization of these assets are removed from the accounts and
the resulting gains or losses are reflected in the consolidated results of operations. Expenditures
for maintenance and repairs are charged to operations as incurred. Renewals and betterments are
capitalized.
Goodwill and Intangible Assets
Intangible assets with definite lives are recorded at cost less accumulated amortization.
Amortization is computed on a straight-line basis over the lives of the intangible assets. The
Company recognizes certain intangible assets acquired in acquisitions, primarily goodwill,
proprietary technology, trade names, covenants not to compete, customer relationships, agent
relationships and VoIP licenses.
Impairment of Long-Lived Assets
The Company has reviewed the carrying value of goodwill, intangibles and other long-lived assets
for impairment at least annually or whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured
by comparing the carrying amount of the asset or asset group to the undiscounted cash flows that
the asset or asset group is expected to generate. If the undiscounted cash flows of such assets are
less than the carrying amount, the impairment to be recognized is measured by the amount by which
the carrying amount of the property, if any, exceeds its fair market value.
Advertising Costs
Advertising costs are expensed when incurred. Advertising costs, which are included in selling,
general and administrative expenses in the accompanying consolidated statements of operations, were
approximately $25,000 and $33,000 for the years ended December 31, 2008 and 2007, respectively.
- 9 -
Lightyear Network Solutions, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note BSummary of Significant Accounting PoliciesContinued
Inventories
The Company maintains inventories consisting of wireless telephones and telecommunications
equipment which are available for sale. Inventories are stated at the lower of cost or market. Cost
is determined by the first-in, first-out method.
Income Taxes
The Company is organized as a partnership for income tax purposes. No income tax liability or
benefit has been included in the consolidated financial statements since taxable income or loss of
the Company passes through to, and is reportable by, the members of its Parent individually. The
Company is subject to certain state and local taxes.
Revenue Recognition
Telecommunications services income such as access revenue and usage revenue are recognized on the
accrual basis as services are provided. In general, access revenue is billed one month in advance
and is recognized when earned. Wireless handheld devices are sold at a discount when bundled with a
long-term wireless service contract. The Company recognizes the equipment revenue and associated
costs when title has passed and the equipment has been accepted by the customer. The Company
provides administrative and support services to its agents and pays commissions based on revenues
from the agents accounts. Amounts invoiced to customers in advance of services are reflected as
deferred revenues.
Recognition of agent fees and interest income on the related notes receivable is limited to amounts
recognizable under the cost-recovery method on an individual agent basis.
In addition, the Company has the right to offset commissions earned with uncollectible accounts
receivable attributed to a specific agent or with past due notes receivable payments, up to certain
specified percentages of such uncollectible accounts receivable and up to 100 percent of past due
notes receivable payments. Management believes its allowances for doubtful accounts and notes
receivable, combined with its ability to offset agents commissions, are adequate to provide for
uncollectible receivables.
Cost of revenue represents primarily the direct costs associated with the cost of transmitting and
terminating traffic on other carriers facilities.
Commissions paid to acquire customer call traffic are expensed in the period when associated call
revenues are recognized.
The Financial Accounting Standards Board (FASB) ratified Emerging Issues Task Force (EITF)
Issue No. 06-3, How Taxes Collected from Customers and Remitted to Governmental Authorities Should
Be Presented in the Income Statement (That Is, Gross versus Net Presentation) which became
effective on January 1, 2007 and provides guidance related to how taxes collected from customers
and remitted to governmental authorities should be presented in the income statement. The guidance
states that either method is acceptable; however, if taxes are reported on a gross basis (included
as revenue) a company should disclose those amounts, if significant. The Company does not include
excise and other sales related taxes in its revenues.
- 10 -
Lightyear Network Solutions, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note BSummary of Significant Accounting PoliciesContinued
New Accounting Pronouncements
In September 2006, the FASB issued Statement of Financial Accounting Standard (SFAS) 157, Fair
Value Measurements (SFAS 157), which requires the use of a fair value hierarchy that prioritizes
the inputs to valuation techniques used to measure fair value into three levels: quoted market
prices in active markets for identical assets and liabilities (Level 1), inputs other than quoted
market prices that are observable for the asset or liability, either directly or indirectly (Level
2), and unobservable inputs for the asset or liability (Level 3). The guidance is effective for the
Company beginning January 1, 2008. Adoption of this guidance did not have a material impact on the
Companys consolidated 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, which permits entities
to choose to measure many financial instruments and certain other items at fair value that are not
currently required to be measured at fair value. The guidance is effective for the Company
beginning January 1, 2008. The Company has not elected the fair value option for any financial
assets or liabilities.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements An Amendment of ARB No. 51, which establishes principles and requirements for
determining how an enterprise recognizes and measures the fair value of certain assets and
liabilities acquired in a business combination, including noncontrolling interests, contingent
consideration, and certain acquired contingencies. It also requires acquisition-related transaction
expenses and restructuring costs be expensed as incurred rather than capitalized as a component of
the business combination. The guidance will be applicable prospectively to business combinations
for which the acquisition date is on or after the beginning of the first annual reporting period
beginning on or after December 15, 2008. The guidance would only have an impact on accounting for
any businesses acquired after the effective date of this pronouncement.
In December 2007, the FASB issued SFAS No. 141R, Business Combinations, which replaces SFAS No.
141, Business Combinations., which establishes accounting and reporting standards for the
noncontrolling interest in a subsidiary (previously referred to as minority interests). It also
requires that a retained noncontrolling interest upon the deconsolidation of a subsidiary be
initially measured at its fair value. Upon adoption, companies will be required to report
noncontrolling interests as a separate component of stockholders equity. Companies will also be
required to present net income allocable to noncontrolling interests and net income attributable to
stockholders separately in their statements of income. Currently, minority interests are reported
as a liability or temporary equity in balance sheets and the related income attributable to the
minority interests is reflected as an expense in arriving at net income (loss). The guidance is
effective for fiscal years, and interim periods within those fiscal years, beginning on or after
December 15, 2008. The guidance requires retroactive adoption of the presentation and disclosure
requirements for existing minority interests. All other requirements of the guidance shall be
applied prospectively. The Company does not currently have any noncontrolling interests in
subsidiaries. The guidance would only have an impact on subsequent acquisitions of noncontrolling
interests.
In February 2008, FASB Staff Position FAS 157-2 (FSP FAS 157-2) was issued. FSP FAS 157-2 delayed
the effective date of SFAS 157 to fiscal years beginning after November 15, 2008, and interim
periods within those fiscal years, for nonfinancial assets and liabilities, except for items that
are recognized or disclosed at fair value in the financial statements on a recurring basis. The
delay was intended to allow additional time to consider the effect of various implementation issues
that have arisen from the application of SFAS 157. The Company believes that FSP FAS 157-2 will not
have a material impact on the Companys consolidated financial statements.
- 11 -
Lightyear Network Solutions, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note BSummary of Significant Accounting PoliciesContinued
New Accounting Pronouncements continued
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activities an amendment of FASB Statement No. 133, which amends and expands existing disclosure
requirements to require qualitative disclosure about objectives and strategies for using
derivatives, quantitative disclosures about fair value amounts of and gains and losses on
derivative instruments, and disclosures about credit-risk-related contingent features in derivative
agreements. This guidance is effective for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008, with early application encouraged. Adoption of this
guidance is not expected to have a material impact on the Companys consolidated financial
statements.
In April 2008, the FASB issued Staff Position No. FAS 142-3, Determination of the Useful Life of
Intangible Assets (FSP FAS 142-3). FSP FAS 142-3 amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of a recognized
intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets. It is effective for
financial statements issued for fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years and should be applied prospectively to intangible assets acquired after
the effective date. Early adoption is not permitted. FSP FAS 142-3 also requires expanded
disclosure related to the determination of useful lives for intangible assets and should be applied
to all intangible assets recognized as of, and subsequent to, the effective date. FSP FAS 142-3
will impact acquisitions completed by the Company on or after January 1, 2009.
In June 2008, the FASB ratified the consensus reached by the EITF pertaining to EITF 07-5,
Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entitys Own Stock
(EITF 07-5), as to how an entity should determine whether an instrument, or an embedded feature,
is indexed to an entitys own stock and whether or not such instruments would be accounted for as
equity or a derivative liability. The adoption of this guidance can affect the accounting for
warrants and many convertible instruments with provisions that protect holders from a decline in
the stock price (or down-round provisions). This guidance is effective for financial statements
issued for fiscal years beginning after December 15, 2008 and is applicable to outstanding
instruments as of the beginning of the fiscal year it is initially applied. Early application is
not permitted. The cumulative effect, if any, of the change in accounting principle shall be
recognized as an adjustment to the opening balance of retained earnings. Adoption of this guidance
is not expected to have a material impact on the Companys consolidated financial statements.
In October 2008, the FASB issued Staff Position No. FAS 157-3, Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active (FSP FAS 157-3). FSP FAS 157-3
applies to financial assets within the scope of accounting pronouncements that require or permit
fair value measurements in accordance with Statement No. 157. FSP FAS 157-3 clarifies the
application of Statement No. 157 in a market that is not active and provides an example to
illustrate key considerations in determining the fair value of a financial asset when the market
for that financial asset is not active. FSP FAS 157-3 is effective upon issuance and is to be
applied to prior periods for which financial statements have not been issued. The adoption of FSP
FAS 157-3 did not materially affect the Companys consolidated financial statements.
In November 2008, the FASB ratified EITF Issue No. 08-6, Equity Method Investment Accounting
Considerations (EITF 08-6). EITF 08-6 clarifies the accounting for certain transactions and
impairment considerations involving equity method investments. EITF 08-6 is effective for fiscal
years beginning after December 15, 2008, with early adoption prohibited. Adoption of this guidance
is not expected to have a material impact on the Companys consolidated financial statements.
- 12 -
Lightyear Network Solutions, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note BSummary of Significant Accounting PoliciesContinued
New Accounting Pronouncements continued
In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes an interpretation of FASB Statement No. 109 (FIN 48), which clarifies the accounting for
uncertainty in income taxes recognized in the Companys consolidated financial statements and
prescribes a recognition threshold and measurement process for financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. The guidance also
provides direction on derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition. Adoption is required for nonpublic enterprises for fiscal years
beginning after December 15, 2008. Adoption of this guidance is not expected to have a material
impact on the Companys consolidated financial statements.
In April 2009, the FASB issued Staff Position No. FAS 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly (FSP FAS 157-4). FSP FAS 157-4 provides additional
guidance for estimating fair value in accordance with Statement of Financial Accounting Standards
No. 157, Fair Value Measurements, when there is no active market or where the price inputs being
used represent distressed sales. FSP FAS 157-4 also includes guidance on identifying circumstances
that indicate a transaction is not orderly. FSP FAS 157-4 is effective for interim reporting
periods ending after June 15, 2009, with early adoption permitted for periods ending after March
15, 2009. The adoption of FSP FAS 157-4 did not have a material effect on the Companys
consolidated financial statements.
In May 2009, the FASB issued SFAS No. 165, Subsequent Events, which sets forth: 1) the
period after the balance sheet date during which management of a reporting entity should evaluate
events or transactions that may occur for potential recognition or disclosure in the financial
statements; 2) the circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements; and 3) the disclosures that an
entity should make about events or transactions that occurred after the balance sheet date. This
guidance is effective for interim and annual periods ending after June 15, 2009. Adoption of this
guidance is not expected to have a material impact on the Companys consolidated financial
statements.
In June 2009, the FASB issued new accounting guidance that established the FASB Accounting
Standards Codification, (Codification or ASC) as the single source of generally accepted
accounting principles (GAAP) to be applied by nongovernmental entities, except for the rules and
interpretive releases of the SEC under authority of federal securities laws, which are sources of
authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of
Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will
issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their
own right as they will only serve to update the Codification. These changes and the Codification
itself do not change GAAP. This new guidance becomes effective for interim and annual periods
ending after September 15, 2009. Other than the manner in which new accounting guidance is
referenced, the adoption of these changes will not have a material impact on the Companys
consolidated financial statements.
In August 2009, the FASB issued new accounting guidance, under ASC Topic 820 on Fair Value
Measurements and Disclosures, on the measurement of liabilities at fair value. The guidance
provides clarification that in circumstances in which a quoted market price in an active market for
an identical liability is not available, an entity is required to measure fair value using a
valuation technique that uses the quoted price of an identical liability when traded as an asset
or, if unavailable, quoted prices for similar liabilities or similar assets when traded as assets.
If none of this information is available, an entity should use a valuation technique in accordance
with existing fair valuation principles. Adoption of this guidance is not expected to have a
material impact on the Companys consolidated financial statements.
- 13 -
Lightyear Network Solutions, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note CProperty and Equipment
Property and equipment consists of the following:
December 31, | Range of Estimated | |||||||||||
2008 | 2007 | Useful Lives | ||||||||||
Furniture & fixtures |
$ | 68,286 | $ | 68,286 | 1 - 5 years | |||||||
Leasehold improvements |
474,279 | 452,008 | [A] | |||||||||
Equipment and computer software |
1,800,059 | 1,421,703 | 1 - 3 years | |||||||||
2,342,624 | 1,941,997 | |||||||||||
Less: accumulated depreciation and amortization |
(1,794,691 | ) | (1,424,817 | ) | ||||||||
Property and Equipment, Net |
$ | 547,933 | $ | 517,180 | ||||||||
[A] | Shorter of initial term or estimated useful life |
Depreciation and amortization expense for the years ended December 31, 2008 and 2007 was $370,062
and $381,624, respectively.
Property and equipment includes capitalized leases with a cost and accumulated depreciation of
$257,947 and $153,496, respectively, as of December 31, 2008. As of December 31, 2007, the cost and
accumulated depreciation for capital leases were $206,147 and $67,514, respectively.
- 14 -
Lightyear Network Solutions, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note DIntangible Assets and Goodwill
Intangible Assets
Intangible assets consist of the following:
Balance as of December 31, 2008 | Balance as of December 31, 2007 | |||||||||||||||||||||||
Accumulated | Accumulated | |||||||||||||||||||||||
Cost | Amortization | Net | Cost | Amortization | Net | |||||||||||||||||||
Finite Lives: |
||||||||||||||||||||||||
Proprietary technology |
$ | 2,200,000 | $ | (2,090,000 | ) | $ | 110,000 | $ | 2,200,000 | $ | (1,650,000 | ) | $ | 550,000 | ||||||||||
Customer relationships |
1,300,000 | ( 1,300,000 | ) | | 1,300,000 | ( 1,300,000 | ) | | ||||||||||||||||
Agent relationships |
410,000 | ( 401,112 | ) | 8,888 | 410,000 | ( 365,555 | ) | 44,445 | ||||||||||||||||
Non-compete agreement |
500,000 | ( 500,000 | ) | | 500,000 | ( 500,000 | ) | | ||||||||||||||||
4,410,000 | ( 4,291,112 | ) | 118,888 | 4,410,000 | ( 3,815,555 | ) | 594,445 | |||||||||||||||||
Indefinite Lives: |
||||||||||||||||||||||||
Trade name |
920,000 | | 920,000 | 920,000 | | 920,000 | ||||||||||||||||||
VoIP licenses |
244,583 | | 244,583 | 297,272 | | 297,272 | ||||||||||||||||||
1,164,583 | | 1,164,583 | 1,217,272 | | 1,217,272 | |||||||||||||||||||
Total |
$ | 5,574,583 | $ | (4,291,112 | ) | $ | 1,283,471 | $ | 5,627,272 | $ | (3,815,555 | ) | $ | 1,811,717 | ||||||||||
Amortization is computed on a straight-line basis over the lives of the intangible assets with
definite lives, which range from eighteen months to five years. Amortization expense was $475,555
in 2008 and 2007.
The estimated future amortization of amortizable intangible assets are comprised of the following:
For the Years Ending | Proprietary | Agent | ||||||||||
December 31, | Technology | Relationships | Total | |||||||||
2009 |
$ | 110,000 | $ | 8,888 | $ | 118,888 | ||||||
Total |
$ | 110,000 | $ | 8,888 | $ | 118,888 | ||||||
Goodwill and Intangible Assets Impairment
Goodwill and intangible assets with indefinite useful lives are tested for impairment annually or
more frequently if an event indicates that the asset might be impaired. The fair value of these
intangible assets is determined based on a discounted cash flow methodology. In 2003, the Company
recorded goodwill in association with its acquisition of the majority of the operating assets of
certain predecessor companies that had filed for bankruptcy. At December 31, 2007 the Companys
goodwill was determined to be fully impaired, and the Company accordingly recorded impairment
charges of $3,226,637 which represented 100% of its carrying value. The impairment charge was due
to lower actual and forecasted revenues, as compared to the previous budget for the Company. At
December 31, 2008, certain of the Companys VoIP licenses were determined to be impaired, since the
Company determined these voicemail products are no longer in use. As result, the Company recorded
an impairment charge of $52,691 which represented 100% of its carrying value.
- 15 -
Lightyear Network Solutions, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note ELoans Payable to Parent
Loans payable to Parent (see Note L, Forgiveness of Intercompany Indebtedness) consists of the
following:
December 31, | ||||||||||||
2008 | 2007 | |||||||||||
Loan payable to Parent |
(A | ) | $ | 9,000,000 | $ | 9,500,000 | ||||||
Loan payable to Parent, variable interest rate at prime
plus 1% (4.25% as of December 31, 2008
and 2007, respectively), with interest due quarterly
and principal and unpaid interest due
on July 1, 2010 (as amended). The underlying note is
collateralized by principally all of the tangible and
intangible assets of the Company. |
(B | ) | 5,045,480 | 5,045,480 | ||||||||
Loans payable to Parent, variable interest rate at prime
plus 1% (4.25% as of December 31, 2008
and 2007, respectively), with principal and unpaid
interest due on July 1, 2010 (as amended). The underlying
notes are collateralized by an interest in principally all of the
tangible and intangible assets of the Company. The underlying
notes are subordinated to the underlying notes payable above. |
(C | ) | 1,000,000 | 1,000,000 | ||||||||
Loans payable to Parent, variable interest rate at prime
plus 1% (4.25% as of December 31, 2008
and 2007), with principal and unpaid
interest due on June 30, 2011. The underlying notes are
collateralized by an interest in principally all of the tangible
and intangible assets of the Company. The underlying notes
are subordinated to the underlying notes payable listed above. |
(D | ) | 900,000 | | ||||||||
Loans payable to Parent, variable interest rate at prime
plus 1% (4.25% as of December 31, 2008
and 2007). Principal and unpaid interest
due on July 1, 2010 (as amended). The underlying notes
payable are unsecured, and subordinated to the above
underlying notes payable. |
(B | ) | 720,782 | 720,782 | ||||||||
Total Loans Payable to Parent |
16,666,262 | 16,266,262 | ||||||||||
Less: current portion |
1,250,000 | 1,250,000 | ||||||||||
Long-Term Portion of Loans Payable to Parent |
15,416,262 | 15,016,262 | ||||||||||
- 16 -
Lightyear Network Solutions, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note ELoans Payable to ParentContinued
Future maturities of loans payable to Parent are as follows:
For the year ending | ||||
December 31, | Amount | |||
2009 |
$ | 1,250,000 | ||
2010 |
14,516,262 | |||
2011 |
900,000 | |||
Total |
$ | 16,666,262 | ||
The Company was either a co-borrower with the Parent and/or a Guarantor of the underlying LYH
obligations and its assets collateralized the debt. The funds were obtained solely for the benefit
of and utilization by the Company. As such, the Parent received the funding only as a conduit for
the Company, therefore the obligations are reflected on Lightyears accompanying consolidated
financial statements. The amounts reported as loans payable to Parent, arose from the
following financing activities of LYH, the Parent:
(A) | On December 31, 2004, a member of LYH provided LYH with a $10,000,000 loan that allowed LYH to retire previous debt. The loan was for a term of three years with the initial interest payment due March 31, 2005 and initial principal payment due in June 2005. In April and July 2007, the member made additional loans to LYH of $1,300,000 and $1,700,000, respectively. On October 24, 2007, the terms of the loan were amended to allow for annual principal payments of $1,000,000 in 2007 and 2008 with the remaining balance due on March 31, 2009. The outstanding balance on the loan at December 31, 2008 and 2007 was $9,000,000 and $9,500,000, respectively. LYH made an additional principal payment of $250,000 in January 2009. On March 25, 2009, the terms of the loan were amended to allow for quarterly principal payments of $250,000 plus accrued interest beginning March 31, 2009, with final payment of all outstanding principal and interest due July 1, 2010. The loan bears interest at a rate of LIBOR plus 4.75% (5.19% and 7.46% as of December 31, 2008 and 2007, respectively) on all amounts owed up to $7,000,000 (not to exceed 10% per annum), and LIBOR plus 7.75% on all amounts owed in excess of $7,000,000 (8.19% and 10% as of December 31, 2008 and 2007, respectively). | ||
As part of this loan, the Parent is obligated to pay an annual commitment fee each January 10th until the note is paid in full. The commitment fee equals five percent (5%) of the outstanding principal balance of the note. During the years ended December 31, 2008 and 2007, the Company recorded $462,500 and $362,500 of commitment fee expense, respectively, which is included in interest expense Parent in the statements of operations. As of December 31, 2008 and 2007 the Company had accrued $825,000 and $362,500, respectively, of commitment fees which represents the unpaid fees recorded. These fees are included in interest payable to Parent on the balance sheet. On January 10, 2010 and 2009, the Company recorded additional fees of $400,000 and $437,500. | |||
The $10,000,000 note and the $5,250,000 note described in (B) are collateralized by principally all of the tangible and intangible assets of the Company, are guaranteed by certain of the Parents members membership interests and are collateralized by certain life insurance policies. In addition, these notes, which are from the same member, have first priority over other Company debt. |
- 17 -
Lightyear Network Solutions, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note ELoans Payable to ParentContinued
(B) | In June 2003, the same member of LYH described in (A) loaned LYH an additional $5,250,000 and two additional LYH members loaned LYH $750,000 (Original Notes) that were originally due in June 2005. The Original Notes were amended several times, the last of which was executed on March 25, 2009, extending the maturity date until July 1, 2010. The Original Notes have a variable interest rate of prime plus 1% with interest due quarterly and principal and unpaid interest due at maturity. The Original Notes require a termination fee be paid at the retirement of the loan. As a result of the termination fee, the effective interest rate is approximately 14%, and the Company is currently accruing the difference between the stated rate above and effective interest rates in the long-term accrued members interest account. The outstanding balances on these Original Notes at December 31, 2008 were $5,045,480 and $720,782. The $5,045,480 note is collaterized by all of the tangible and intangible assets of the Company and together with the note described in (A) has a first priority over other Company debt. | |
(C) | In July 2004, an additional $1,000,000 was borrowed from members of the Parent and a director of the Parent for working capital purposes with an original maturity date of July 2006. The notes were amended several times, the last of which was executed on March 25, 2009, extending the maturity date until July 1, 2010. The Notes have a variable interest rate of prime plus 1% with interest due quarterly and principal and unpaid interest due at maturity. As part of this additional borrowing, the Parent granted the members letter agreements giving them revenue participation rights totaling an aggregate of 4% of monthly revenue from the sale of VoIP products and services. The revenue participation rights have a term of the earlier of ten years or a sale transaction, unless the successor-in-interest consents to the continued payment of the VoIP revenue payments. If the successor-in-interest does not consent to the continued payment, the Parent shall pay the note holders the termination fee in the amount of the VoIP revenue payments for the immediately preceding twelve month period. For the years ended December 31, 2008 and 2007, the Company was charged approximately $229,000 and $265,000 for VoIP revenue participation rights, respectively, which is included in commission expense related parties in the consolidated statement of operations. The notes are unsecured and subordinated to the other notes. | |
(D) | In July 2008, an additional $900,000 was borrowed from certain of the Parents members and is due June 2011. As part of this additional borrowing, the Parent granted the members letter agreements, giving them revenue participation rights totaling an aggregate of 3% of monthly revenue from the sale of wireless service, excluding equipment and accessories, but including service activation, from the Companys wireless service. The revenue participation rights have a term of the earlier of ten years or a sale transaction, unless the successor-in-interest consents to the continued payment of the wireless revenue payments. If the successor-in-interest does not consent to the continued payment, the Parent shall pay the note holders the termination fee in the amount of the wireless revenue payments for the immediately preceding twelve month period. For the year ended December 31, 2008, the Company was charged approximately $19,000 for wireless services revenue participation rights. The notes are unsecured and subordinated to the other notes. |
Due to their relationship and the variable interest rate, the carrying value of the loans payable
to Parent approximate fair value, as determined by comparison to
rates currently available for obligations with similar terms and
maturities.
- 18 -
Lightyear Network Solutions, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note FOther Liabilities
Other liabilities consist of the following:
December 31, | December 31, | |||||||
2008 | 2007 | |||||||
Excise, state and local taxes payable |
$ | 664,749 | $ | 959,388 | ||||
Other accrued expenses |
505,736 | 786,575 | ||||||
Payroll, payroll taxes and bonuses |
282,627 | 719,090 | ||||||
Customer security deposits |
93,273 | 94,025 | ||||||
Totals |
$ | 1,546,385 | $ | 2,559,078 | ||||
Note GTelecommunications Services and Payment Agreements
Telecommunications
Services Agreement MCI (formerly WorldCom) Agreement
The Company and its predecessor have maintained certain telecommunication service agreements with
MCI since 1994 (the MCI Agreements), for switched services, data services, and other associated
services. A modified service agreement (the MSA) was entered into on November 5, 2003 and it
along with the MCI Agreements were subsequently assigned to and assumed by the Company effective
April 1, 2004. MCI is currently doing business as Verizon Business Services (successor in-interest
to MCI).
The MSA terminates upon the later to occur of the following: December 31, 2006 or as soon as
Lightyear has paid MCI at least $140 million for services (the Payment Obligation) under the MCI
Agreements. As of December 31, 2008, total payments to MCI are approximately $116,000,000. Under
the MSA, Lightyear agrees to obtain at least 70% of specified telecommunication services available
from MCI under certain agreements related to long distance, voice, and data services (as defined in
the MSA) (the Requirements Obligation) from MCI. If Lightyear defaults under the Requirements
Obligations, it has a 90-day cure period. If such failure is not cured, MCI has the right to
immediately modify Lightyears rates and charges on a prospective basis to the rates and charges
generally offered to its wholesale customers. The Requirements Obligation is null and void upon the
date the Company satisfies the Payment Obligation. Management is not aware of any violations under
the MSA.
Telecommunication
Service Agreement Local Services
The Company maintains several interconnection agreements and commercial agreements on a
state-by-state basis with SBC Communications (now AT&T), BellSouth Communications, Qwest
Communications, Verizon and Sprint Communications, which allows the Company to sell local services.
Note HEmployee Benefits
The Company maintains a profit-sharing plan qualified under Section 401(k) of the Internal Revenue
Code. The Company may make discretionary matching contributions to the profit-sharing plan, subject
to certain limitations. The Company contributed approximately $146,000 and $159,000, which is
included in selling, general and administrative expenses in the accompanying statements of
operations for the years ended December 31, 2008 and 2007, respectively.
- 19 -
Lightyear Network Solutions, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note IRelated Party Transactions
The Company has significant transactions with its Parent and members of its Parent and deals with
certain companies or individuals which are related parties either by having owners in common or
because they are controlled by members of the Parent, directors, and/or officers of the Company or
by relatives of members of its Parent, directors and/or officers of the Company.
The following is a summary of related party balances and transactions:
As of December 31, | ||||||||
2008 | 2007 | |||||||
Loans payable to Parent |
$ | 16,666,262 | $ | 16,266,262 | ||||
Interest payable to Parent |
3,361,505 | 2,893,646 |
For the Years Ended | ||||||||
December 31, | ||||||||
2008 | 2007 | |||||||
Commission expense related parties |
$ | 356,430 | $ | 315,366 | ||||
Interest expense Parent |
2,007,041 | 2,209,334 |
See Note E for discussion of loans payable to Parent and interest payable to Parent.
An officer of the Company owns an indirect interest in a Lightyear agency. The agency has a
standard Lightyear agent agreement and it earned approximately $41,000 and $50,000 in commissions
from Lightyear in 2008 and 2007, respectively.
Beginning in 2008, an employee (and son of an officer) of the Company, has maintained a
representative position in a direct selling entity which earned approximately $67,000 in
commissions from Lightyear in 2008.
Commission expense related parties includes certain VoIP and wireless revenue participation
amounts. See Note E for additional details.
Pursuant to an officers employment agreement, the Company provides him with life insurance
coverage consisting of $3,000,000 under a whole life policy and $3,000,000 under a term life
insurance policy. The Company also maintains $5,000,000 in key man life insurance with the Company
listed as the beneficiary. The proceeds from the key man life insurance have been assigned to the
Parents principal note holder as collateral for the debt owed by the Parent. Aggregate insurance
premium expense for these policies was approximately $102,000 for the years 2008 and 2007,
respectively.
- 20 -
Lightyear Network Solutions, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note JSupplier Concentration
The Company acquired approximately 52% and 57% during the years 2008 and 2007, respectively of the
telecommunications services used in its operations from a single supplier. Although there are other
suppliers of this service, a change in suppliers could have an adverse effect on the business which
could ultimately affect operating results.
Note KCommitments and Contingencies
Operating Lease
The Company leases its office space in Louisville, Kentucky under terms classified as an operating
lease. In April 2009, the Company entered into a new lease agreement, which replaces the
Companys expiring lease of office space located in Louisville, Kentucky (See Note L). The
term of the lease is for six years, ending on March 31, 2010. The Company also leased additional
office space in Atlanta, Georgia under terms classified as an operating lease. This lease expired
in March 2009 and was not renewed by the Company. The Company leases equipment under a printing
service agreement. The service agreement expired in June 2008 and the Company continues to lease
the printing equipment on a month to month basis. Rent expense related to these operating lease
agreements, which is included in selling, general and administrative expenses in the accompanying
statements of operations, was $1,203,796 and $1,311,708 for the years ended December 31, 2008 and
2007, respectively.
Future minimum payments under these operating lease agreements are as follows:
For the Years Ending | ||||
December 31, | Amount | |||
2009 |
$ | 948,897 | ||
2010 |
239,190 | |||
2011 |
3,056 | |||
Total |
$ | 1,191,143 | ||
- 21 -
Lightyear Network Solutions, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note KCommitments and ContingenciesContinued
Capital Lease Obligations
The Company leases certain assets under terms classified as capital leases. The Company has
recorded the assets and the current and long-term portion of the liabilities in the accompanying
balance sheets. The leases are collateralized by the underlying equipment. The leases expire at
various dates through 2010 and bear interest rates ranging from 10% to 14%.
Future minimum payments under these capital lease agreements are as follows:
For the Years Ending | ||||
December 31, | Amount | |||
2009 |
$ | 88,774 | ||
2010 |
36,254 | |||
Total minimum lease payments |
125,028 | |||
Less: amounts representing interest |
11,827 | |||
Present value of minimum lease payments |
113,201 | |||
Less: current maturities |
79,173 | |||
Capital lease obligations, non-current portion |
$ | 34,028 | ||
Employment Agreement
The Company has an employment agreement (the Agreement) with an officer of the Company. The
initial terms of the Agreement were from March 31, 2004 through December 31, 2008. At the end of
the initial term, the Agreement was automatically renewed for an additional one year term, and
shall be automatically renewed for successive additional one-year terms, unless within 180 days
prior to the end of the initial term or any additional term either party gives the other written
notice of the Companys or the officers intent not to renew the agreement. Under the Agreement,
the officer is to receive a base salary, adjusted annually consistent with increases given to other
executives of the Company, plus other fringe benefits and is eligible for various bonuses. During
the employment term, the base salary has been periodically amended.
Litigation
As of December 31, 2008, there are pending legal actions and proceedings against the Company which
arose in the normal course of business and from the Lightyear Holdings bankruptcy proceedings for
which claims for damages have been asserted. While there can be no assurance, management believes
that the ultimate outcome of these legal actions and proceedings will not have a material adverse
effect on the consolidated financial statements of the Company.
Letter of Credit
The Company has provided irrevocable standby letters of credit, aggregating approximately
$186,000 to five states and one vendor, which automatically renew for terms not longer than one
year, unless notified otherwise. As of December 31, 2008 these letters of credit have not been
drawn upon.
- 22 -
Lightyear Network Solutions, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note LSubsequent Events
Revenue Participation Rights
Holders of the VoIP and Wireless revenue participation rights waived their rights to receive
revenue payments from sales of VoIP and Wireless services during calendar year 2009. The eventual
publicly-traded holding company has agreed to negotiate the terms of the revenue participation
rights from the holders following consummation of the exchange (see Note L, Exchange Transaction),
whereby Lightyear becomes a wholly-owned subsidiary of the publicly-traded holding company.
Factoring Agreement
In December 2009, as amended in January 2010, the Company entered into a short term revolving
secured factoring agreement to provide an advance to the Company of up to $500,000. In
conjunction with this agreement, the principal note holder of the Company signed a subordination
agreement which grants the factor a first priority interest in the Companys accounts
receivable, intangible assets and deposit accounts. The Company entered into an
agreement to repay the advances under the factoring agreement from the proceeds of the private
placement that commenced during November 2009 until the advance is repaid in full. 50% of the
proceeds received from the offering in excess of the initial $1,000,000 were used to repay part of
the obligation. Because the offering was not sufficient to repay the obligation by January 22,
2010, the Company was required to begin repayment on a weekly basis, from its available funds,
until February 8, 2010 when the agreement was repaid in full from the final closing of the
Private Placement that commenced in November 2009.
Loans Payable to Parent General
On January 1, 2009, LYH provided the Company with a loan of $100,000. On February 1, 2009, LYH
provided the Company with an additional loan of $200,000. Both loans payable bear interest at the
prime rate plus 1%. All outstanding principal and interest on both loans are due July 1, 2010. The
loans are unsecured and subordinated to senior note obligations. These loans from the Parent arose
from similar financing activities that LYH entered into with one of its members.
Loans Payable to Parent Private Placement Proceeds Commencing May 2009
Beginning in June 2009 and continuing through September 30, 2009, LYH provided the Company with
loans totaling $2,800,000. The notes bear simple interest at a rate equal to 10% per annum and are
payable eighteen months from the date of the respective closings. The Company incurred fees
associated with these loans aggregating $501,354. These costs are capitalized as deferred financing
costs. The amounts, reported as loans payable to Parent, arose from the following financing
activity of LYH:
In May 2009, LYH commenced a private placement offering under which LYH issued Investor Units each consisting of a Senior Subordinated Convertible Promissory Note (the Initial Convertible Notes) in the principal amount of $50,000 and a five year warrant. These Initial Convertible Notes bear simple interest at a rate equal to 10% per annum and are payable eighteen months from the date of the respective closings. Furthermore, upon the consummation of an additional financing pursuant to which aggregate gross proceeds of at least $5,000,000 are raised (Next Round Financing; see Note L Exchange Transaction), including gross proceeds from the sale of Initial Convertible Notes, then the entire principal amount of the Initial Convertible Notes and all accrued and unpaid interest thereon, were expected to be mandatorily convertible into shares of the Next Round Financing Securities at a conversion price equal to $1.80 per share. |
LYH also computed the underlying value of these investor warrants and will allocate such value to the Company as an additional cost of the financing. |
- 23 -
Lightyear Network Solutions, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note LSubsequent EventsContinued
Loan Payable to Parent Note Payable Proceeds June 2009
In June 2009, LYH provided the Company with a loan of $250,000. The loan bears simple interest at a
rate equal to 10% per annum and is payable eighteen months from the date of the closing. This loan
payable to Parent arose from the following financing activity of LYH:
In June 2009, LYH issued a subordinated convertible promissory note in the amount of $250,000 and a five year warrant. The note bears interest at 10% and matures December 31, 2010. The subordinated convertible promissory note is subordinated to all senior obligations and is pari passu with other convertible promissory notes. This note is guaranteed by Lightyear. The terms of this subordinated convertible promissory note are identical to those of the private placement discussed above. LYH will also allocate to Lightyear the underlying value of the warrants as additional cost of the financing. |
Loans Payable to Parent Proceeds from Private Placement Commencing November 2009
Beginning in January 2010 and continuing through February 8, 2010, LYH provided the Company with
loans totaling approximately, $2,100,000. The notes bear simple interest at a rate equal to 10% per
annum and are payable eighteen months from the date of the respective closings. The Company
incurred fees associated with theses loans aggregating $520,800. These costs are capitalized as
deferred financing costs on the books of Lightyear. The loans payable to Parent arose from the
following financing activity of LYH:
In November 2009, LYH commenced a private placement offering under which LYH will issue Investor Units (Units) each consisting of a Senior Subordinated Convertible Promissory Note (the Next Convertible Notes) in the principal amount of $50,000. The Next Convertible Notes bear simple interest at a rate equal to 10% per annum to be accrued until the Next Convertible Notes (i) are converted into Class B Preferred Units, (ii) is exchanged for shares of common stock and warrants to purchase shares of common stock, (iii) reaches the maturity date, when interest will be payable in cash or Class B Preferred Units, at the option of the Next Convertible Notes holder. |
In the event that LYH consummates (i) an offering or series of related offerings, whether in the form of debt, equity or a combination thereof, that results in gross proceeds to LYH of at least $5,000,000 (see Note L Exchange Transaction), inclusive of the proceeds from the Initial Convertible Notes and the Next Convertible Notes, and (ii) a merger, share exchange, sale or contribution of all substantially all of Lightyears assets or other business combination with a publicly-traded shell company, as a result of which the members of Lightyear immediately prior to such transaction, directly or indirectly, beneficially own more than 50% of the voting power of the surviving or resulting entity (the Reverse Merger), the holders of the Next Convertible Notes shall be required to exchange their notes for (i) such number of shares of common stock equal to the number of Class B Units for which such Notes are convertible (ii) and new five year warrants to purchase up to 50% of the number of shares of Class B Units for which such Next Convertible Notes are converted, issued at an exercise price of $1.80 per share. The transaction calls for the holders of Initial Convertible Notes and warrants from the prior note to be treated in a substantially similar manner as the holder of the Next Convertible Notes and warrants in this offering. |
LYH has sold Next Convertible Notes with an aggregate face value of approximately $2,100,000 in this private placement offering. Prior to the Exchange Transaction (see Note L, Exchange Transaction), the holders rescinded their purchase of the Next Convertible Notes and instead received a term note with the same interest rate and duration as the Next Convertible Notes. |
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Lightyear Network Solutions, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note LSubsequent EventsContinued
Commitment Operating Lease
In April 2009, the Company entered into a new lease agreement for the Companys current office
space located in Louisville, Kentucky. The new lease agreement is for a period of six years
expiring in March 2015. The monthly rental fee is deferred for the first three months and
thereafter the rental fee, including real estate taxes and insurance costs, is approximately
$66,700 per month or $800,000 per annum for the duration of the lease.
Consulting Services
In August 2009, the Company entered into two consulting agreements and as compensation for the
services being rendered, LYH issued warrants to purchase an aggregate of 350,000 shares of the Next
Round Financing Security with an exercise price based on the price per security in which the Next
Round Financing securities are sold. The warrants have an exercisable term of one year. The
warrant value of $119,000, determined using the Black Scholes pricing model with the following
assumptions; market and exercise price of $1.80, expected life of 1 year, volatility of 47.3%,
dividend yield of 0% and risk free interest rate of 0.45%, was recorded as selling, general and
administrative expense on the books of Lightyear with a credit to members deficit reflecting LYHs
contribution of the warrant to the Company. The warrant is deemed to be a derivative instrument on
the books of LYH, due to the lack of a fixed conversion feature, and will be marked to market on
the books of Lightyear at each reporting date. As of the date of the Exchange Transaction, LYH
assumed full responsibility for the derivative liabilities associated with these warrants.
Insurance Policy
In contemplation of the Exchange Transaction, on February 4, 2010, an officer of the Company
assigned the ownership of a split-dollar life insurance policy to the Company and the Company has
been made the owner and beneficiary under this policy.
Forgiveness of Intercompany Indebtedness
In contemplation of the Exchange Transaction, on February 12, 2010, LYH forgave the Companys
intercompany indebtedness.
Exchange Transaction
Master Transaction Agreement
On February 12, 2010, LYH entered into a master transaction agreement (the Exchange Transaction)
with Libra Alliance Corporation (Libra), a Nevada Corporation, and holders of LYHs convertible
promissory notes (the Convertible Debtholders), comprised of a Securities Exchange Agreement, a
Securities Modification Agreement, a Securities Rescission and Issuance Agreement, and a Securities
Contribution Agreement. The transactions under the Master Transaction Agreement are deemed to be a
merger intended to qualify as a tax-free unified exchange of property for stock under Section 351
of the Internal Revenue Code of 1986.
Libra is currently authorized to issue 20,000,000 shares of Libra common stock. Libra currently has
no preferred stock authorized. As of immediately before the Exchange Transaction, there were
5,505,500 shares of Libra common stock issued and outstanding. The issuances of Libra stock under
the Securities Exchange Agreement and the Contribution Agreements are intended to be exempt from
registration under the Securities Act of 1933, as amended (the Securities Act), pursuant to
Section 4(2) thereof and Regulation D promulgated thereunder.
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Lightyear Network Solutions, LLC and Subsidiary
Notes to Consolidated Financial Statements
Note LSubsequent EventsContinued
Master Transaction AgreementContinued
The transaction will be accounted for as a reverse merger and recapitalization since the sellers
of Lightyear will control the combined company immediately following the completion of the
transaction. Lightyear will be deemed to be the accounting acquirer in the transaction and,
consequently, the transaction is treated as a recapitalization of Lightyear. Accordingly, the
assets and liabilities and the historical operations that are reflected in the financial statements
will be those of Lighyear and will be recorded at the historical cost basis of Lightyear. Libras
assets, liabilities and results of operations will be consolidated with the assets, liabilities and
results of operations of Lightyear after consummation of the acquisition. Such transaction was
finalized on February 12, 2010
Securities Exchange Agreement
On February 12, 2010, LYH and Libra entered into the Securities Exchange Agreement, which provided
for LYHs exchange of its 100% membership interest in Lightyear for 10,000,000 shares of Libra
common stock to be issued at closing and an additional 9,500,000 shares of Libras preferred stock
after Libra increases its authorized shares. After LYH receives the preferred stock, it is
expected that LYH will own approximately 69% of the Libra outstanding common stock on a
fully-diluted, as-converted basis.
Securities Modification Agreement
Immediately before the closing of the Exchange Transaction, LYH entered into securities
modification agreements or securities rescission and issuance agreements (the Securities
Modification Agreement) with its Convertible Debtholders with respect to LYHs convertible
promissory notes (the Convertible Notes). On the condition that LYH and its Convertible
Debtholders would subsequently execute the Securities Contribution Agreement and close the
transactions contemplated by both the Contribution Agreement and the Master Transaction Agreement,
the convertible promissory notes were amended and modified (the Modified Notes) to: (1) waive and
delete the conversion features of the Convertible Notes; (2) waive any interest accrued and modify
the interest provisions to provide for a five percent interest rate; (3) release the guaranty of
Lightyear; (4) waive the events of default defined in the Convertible Notes; (5) extend the
maturity date of the Modified Notes to December 31, 2011; and, (6) terminate the warrants and the
rights to obtain warrants that were issued concurrently with the Convertible Notes. These
modifications became effective on the execution of the Securities Contribution Agreements.
Securities Contribution Agreement
On February 12, 2010, Libra and LYHs Convertible Debtholders entered into the Securities
Contribution Agreements, which provided for the contribution by LYHs Convertible Debtholders of
the Modified Notes to Libra. In exchange for the aggregate of approximately $5,150,000 of Modified
Notes (originally $2,800,000 of Initial Convertible Notes; $2,100,000 of Next Convertible Notes and
the $250,000 June 2009 convertible promissory note), Libra issued an aggregate of 3,242,533 shares
of Libra common stock to LYHs former Convertible Debtholders. LYHs Convertible Debtholders are
expected to be the holders of approximately 11.5% of Libra common stock on a fully diluted basis
after the issuance of the Libra preferred stock to LYH.
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