Attached files
file | filename |
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8-K/A - FORM 8-K/A - GSI COMMERCE INC | c02013e8vkza.htm |
EX-99.2 - EXHIBIT 99.2 - GSI COMMERCE INC | c02013exv99w2.htm |
EX-99.4 - EXHIBIT 99.4 - GSI COMMERCE INC | c02013exv99w4.htm |
EX-23.1 - EXHIBIT 23.1 - GSI COMMERCE INC | c02013exv23w1.htm |
Exhibit 99.3
MBS INSIGHT, INC.
Financial Statements
March 31, 2010
MBS INSIGHT, INC.
Condensed Balance Sheets
March 31, 2010 and December 27, 2009
March 31, | December 27, | |||||||
Assets | 2010 | 2009 | ||||||
(Unaudited) | ||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 1,399 | 2,257 | |||||
Accounts receivable, net |
2,102,785 | 2,359,067 | ||||||
Prepaid expenses |
620,528 | 526,933 | ||||||
Total current assets |
2,724,712 | 2,888,257 | ||||||
Other assets |
76,972 | 105,800 | ||||||
Property, plant, and equipment, net |
2,894,309 | 3,079,426 | ||||||
Goodwill |
6,583,324 | 6,583,324 | ||||||
Total assets |
$ | 12,279,317 | 12,656,807 | |||||
Liabilities and Stockholders Equity | 2010 | 2009 | ||||||
Current liabilities: |
||||||||
Borrowings from parent |
$ | 2,367,716 | 2,391,743 | |||||
Accounts payable |
200,188 | 532,357 | ||||||
Accrued payroll |
296,677 | 327,827 | ||||||
Accrued expenses |
565,574 | 888,651 | ||||||
Deposits |
8,645 | 9,430 | ||||||
Deferred income taxes |
60,048 | 60,048 | ||||||
Income taxes payable |
139,982 | | ||||||
Total current liabilities |
3,638,830 | 4,210,056 | ||||||
Long-term liability: |
||||||||
Deferred income taxes |
940,190 | 940,190 | ||||||
Stockholders equity: |
||||||||
Common
stock, $1.00 par value. Authorized 10,000
shares; issued and outstanding 1,000 shares |
1,000 | 1,000 | ||||||
Additional paid-in capital |
3,181,180 | 3,181,180 | ||||||
Retained earnings |
4,518,117 | 4,324,381 | ||||||
Total stockholders equity |
7,700,297 | 7,506,561 | ||||||
Total liabilities and stockholders equity |
$ | 12,279,317 | 12,656,807 | |||||
See accompanying notes to condensed financial statements.
2
MBS INSIGHT, INC.
Condensed Statements of Earnings
Fiscal periods ended March 31, 2010 and March 31, 2009
Condensed Statements of Earnings
Fiscal periods ended March 31, 2010 and March 31, 2009
Fiscal period ended | ||||||||
March 31, | March 31, | |||||||
2010 | 2009 | |||||||
(Unaudited) | ||||||||
Operating revenue |
$ | 4,280,850 | 4,140,812 | |||||
Operating expenses: |
||||||||
Cost of materials |
211,143 | 300,093 | ||||||
Labor costs |
3,021,820 | 2,626,956 | ||||||
Depreciation |
98,425 | 111,000 | ||||||
Amortization |
10,870 | | ||||||
Other |
579,426 | 589,036 | ||||||
Total operating expenses |
3,921,684 | 3,627,085 | ||||||
Operating income |
359,166 | 513,727 | ||||||
Other expense: |
||||||||
Interest expense to parent |
(25,448 | ) | (48,194 | ) | ||||
Earnings before income taxes |
333,718 | 465,533 | ||||||
Income tax expense |
139,982 | 193,222 | ||||||
Net earnings |
$ | 193,736 | 272,311 | |||||
See accompanying notes to condensed financial statements.
3
MBS INSIGHT, INC.
Condensed Statements of Cash Flows
Fiscal periods ended March 31, 2010 and March 31, 2009
Fiscal period ended | ||||||||
March 31, | March 31, | |||||||
2010 | 2009 | |||||||
(Unaudited | ||||||||
Cash flows from operating activities: |
||||||||
Net earnings |
$ | 193,736 | 272,311 | |||||
Adjustments to reconcile net earnings to net cash provided
by operating activities: |
||||||||
Depreciation and amortization |
109,295 | 111,000 | ||||||
Changes in assets and liabilities
|
||||||||
(Increase) decrease in: |
||||||||
Accounts receivable |
256,282 | 169,267 | ||||||
Prepaid expenses and other |
11,055 | (4,163 | ) | |||||
Increase (decrease) in: |
||||||||
Accounts payable |
(332,169 | ) | 96,987 | |||||
Accrued expenses |
(354,227 | ) | 21,479 | |||||
Deposits |
(785 | ) | (2,721 | ) | ||||
Income taxes payable |
139,982 | 193,222 | ||||||
Net cash provided by operating activities |
23,169 | 857,382 | ||||||
Cash flows from investing activities: |
||||||||
Additions to property, plant, and equipment |
| (358,599 | ) | |||||
Net cash used in investing activities |
| (358,599 | ) | |||||
Cash flows from financing activities: |
||||||||
Net repayment of borrowings from parent |
(24,027 | ) | (499,255 | ) | ||||
Net cash used in financing activities |
(24,027 | ) | (499,255 | ) | ||||
Net decrease in cash and cash equivalents |
(858 | ) | (472 | ) | ||||
Cash and cash equivalents at beginning of year |
2,257 | 4,562 | ||||||
Cash and cash equivalents at end of period |
$ | 1,399 | 4,090 | |||||
Supplemental disclosure of cash flow information- cash paid during the period for: |
||||||||
Interest |
$ | 25,448 | 48,194 |
See accompanying notes to condensed financial statements.
4
MBS Insight Inc.
Notes to Condensed Financial Statements March 31, 2010
(1) Description of Business
Organization and Nature of Business
MBS Insight, Inc. (the Company) is a wholly owned subsidiary of World Marketing, Inc. (Parent),
which is a wholly owned subsidiary of the Omaha World-Herald Company (OWHC). The Company
provides a variety of services, including database management and direct marketing activities. The
Companys primary operations are located in Central Islip, New York.
(2) Basis of Presentation
Accounting Period
The Company has adopted a 52 53 week fiscal year ending the last Sunday in December. The results
of operations for the fiscal period ending March 31, 2010 reflect the period December 28, 2009 to
March 31, 2010. The results of operations for the fiscal period ending March 31, 2009 reflect the
period from December 29, 2008 to March 31, 2009.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and assumptions that affect
the amounts reported in the financial statements and accompanying notes. Actual results could
differ from those estimates. The current economic environment has increased the degree of
uncertainty inherent in those estimates and assumptions.
(3) Goodwill
Goodwill at March 31, 2010 is $6,583,324. The carrying value of goodwill is reviewed for impairment
at least annually. The Company must make various estimates and assumptions in determining fair
value. Changes in these estimates or related assumptions could result in the recording of an
impairment charge.
(4) Borrowings from Parent
The Company has an intercompany revolving note held by the Parent. Any outstanding borrowings are
recorded on the balance sheet of the Company. The note has a maximum principal amount of
$6,000,000 and is due April, 2011. At March 31, 2010, the Company had $2,367,716 borrowed against
the note. The note has a variable interest rate, and at March 31, 2010, the rate was 4.25%.
(5) Major Customers
Through the period ending March 31, 2010, two customers accounted for approximately $1,346,000 or
31% of revenue. These customers accounted for approximately $748,000 or 34% of outstanding
receivables at March 31, 2010. Through the period ending March 31, 2009, the same two customers
accounted for approximately $1,245,000 or 30% of revenue.
(6) Related Party Transactions
The Company was involved in transactions with related parties for the periods ended March 31, 2010
and March 31, 2009 as follows:
2010 | 2009 | |||||||
Management fee expense |
$ | 5,979 | 6,252 | |||||
Interest expense |
25,448 | 48,194 |
The Company has borrowings from Parent for $2,367,716. See note 4 for additional information.
(7) Subsequent Events
On April 30, 2010, e-Dialog, a wholly owned subsidiary of GSI Commerce, Inc., acquired 100% of the
issued and outstanding stock of the Company for approximately $22.5 million.
5