Attached files
Exhibit 99.1
FINANCIAL STATEMENTS
DECEMBER 31, 2009
SUNFLOWER BROADBAND
(A Division of the World Company)
SUNFLOWER BROADBAND
(A Division of the World Company)
Table of Contents
Page | ||||
INDEPENDENT AUDITORS REPORT ON FINANCIAL STATEMENTS |
1 | |||
FINANCIAL STATEMENTS |
||||
Balance Sheet |
2 | |||
Statement of Income |
3 | |||
Statement of Division Equity |
4 | |||
Statement of Cash Flows |
5 | |||
Notes to Financial Statements |
6 |
INDEPENDENT AUDITORS REPORT
Sunflower Broadband
Lawrence, Kansas
We have audited the accompanying balance sheet of Sunflower Broadband (the Company), a Division of World Company, as of December 31, 2009 and the related statements of income, division equity, and cash flows for the year then ended. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit 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 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 financial position of Sunflower Broadband at December 31, 2009 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
/s/ BDO USA, LLP |
Atlanta, Georgia |
December 23, 2010 |
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SUNFLOWER BROADBAND
(A Division of The World Company)
BALANCE SHEET
DECEMBER 31, 2009
2009 | ||||
Assets |
||||
Current Assets |
||||
Cash and cash equivalents |
$ | 327,137 | ||
Trade accounts receivable, net of allowance for doubtful accounts of $180,185 |
2,195,124 | |||
Prepaid expenses |
355,534 | |||
Total current assets |
2,877,795 | |||
Property and Equipment, Net |
29,677,117 | |||
Other Assets |
||||
Indefinite-Lived and Other Intangible Assets, Net |
1,736,257 | |||
Goodwill |
951,683 | |||
Other Assets |
186,820 | |||
2,874,760 | ||||
Total assets |
$ | 35,429,672 | ||
2009 | ||||
Liabilities and Division Equity |
||||
Current Liabilities |
||||
Accounts payable |
$ | 196,738 | ||
Accrued expenses: |
||||
Personnel |
259,651 | |||
Taxes |
1,047,180 | |||
Video programming |
989,282 | |||
Other |
17,011 | |||
Deferred revenue |
671,849 | |||
Refundable deposits |
348,964 | |||
Current maturities of long-term debt |
42,750 | |||
Total Current Liabilities |
3,573,425 | |||
Deferred Revenue, Less Current Portion |
304,404 | |||
Long-Term Debt |
257,330 | |||
Total liabilities |
4,135,159 | |||
Division Equity |
||||
Total division equity Sunflower Broadband |
31,329,889 | |||
Noncontrolling interest |
(35,376 | ) | ||
Total net assets |
31,294,513 | |||
Total liabilities and division equity |
$ | 35,429,672 | ||
See accompanying independent accountants report and notes to financial statements
2
SUNFLOWER BROADBAND
(A Division of The World Company)
STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 2009
2009 | ||||
Division Revenues |
$ | 49,102,694 | ||
Division Operating Expenses |
||||
Direct costs, (excluding depreciation and amortization) |
20,194,138 | |||
Selling general and administrative expenses |
9,388,764 | |||
Depreciation and amortization |
10,694,536 | |||
Operating expenses |
40,277,438 | |||
Operating Income |
8,825,256 | |||
Nonoperating Expense |
||||
Loss on sale of property and equipment |
69,687 | |||
Interest expense |
5,079 | |||
Net Income |
8,750,490 | |||
Less net loss attributable to the noncontrolling interest |
35,376 | |||
Net income attributable to the Division |
$ | 8,785,866 | ||
See accompanying independent accountants report and notes to financial statements
3
SUNFLOWER BROADBAND
(A Division of The World Company)
STATEMENT OF DIVISION EQUITY
YEAR ENDED DECEMBER 31, 2009
Division Equity |
Noncontrolling Interest |
Total | ||||||||||
Balance, January 1, 2009 |
$ | 35,253,595 | $ | 0 | $ | 35,253,595 | ||||||
Net income (loss) |
8,785,866 | (35,376 | ) | 8,750,490 | ||||||||
Interdivision transfers |
(12,709,572 | ) | 0 | (12,709,572 | ) | |||||||
Balance (Deficit), December 31, 2009 |
$ | 31,329,889 | $ | (35,376 | ) | $ | 31,294,513 | |||||
See accompanying independent accountants report and notes to financial statements
4
SUNFLOWER BROADBAND
(A Division of The World Company)
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2009
2009 | ||||
Cash Flows From Operating Activities |
||||
Net Income before attribution of noncontrolling interest |
$ | 8,750,490 | ||
Net loss attributable to noncontrolling interest |
35,376 | |||
Net income attributable to the Division |
8,785,866 | |||
Adjustments to reconcile net income to net cash provided by operating activities |
||||
Depreciation and amortization |
10,694,536 | |||
Provision for bad debt |
658,228 | |||
Loss on sale of property, plant and equipment |
69,687 | |||
Cash flow before changes in operating assets and liabilities |
20,208,317 | |||
Changes in assets and liabilities |
||||
Trade accounts receivable |
275,813 | |||
Prepaid expenses and other assets |
(49,639 | ) | ||
Accounts payable and accrued expenses |
(137,694 | ) | ||
Noncontrolling interest in subsidiary |
(35,376 | ) | ||
Net change in operating assets and liabilities |
53,104 | |||
Net cash provided by operating activities |
20,261,421 | |||
Cash Flows From Investing Activities |
||||
Purchases of property and equipment, net |
(7,656,132 | ) | ||
Proceeds from sale of property, plant and equipment |
41,511 | |||
Net cash used in investing activities |
(7,614,621 | ) | ||
Cash Flows From Financing Activities |
||||
Payments to related parties, net |
(12,758,287 | ) | ||
Principal payments on long-term debt |
(17,436 | ) | ||
Net cash used in financing activities |
(12,775,723 | ) | ||
Net Decrease in Cash |
(128,923 | ) | ||
Cash, beginning of year |
456,060 | |||
Cash, end of year |
$ | 327,137 | ||
Supplemental Cash Flows Information |
||||
Capital lease obligation incurred for equipment |
$ | 317,516 | ||
Cash paid for interest |
5,079 |
See accompanying independent accountants report and notes to financial statements
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SUNFLOWER BROADBAND
(A Division of The World Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2009
1. Nature of Operations and Summary of Significant Accounting Policies
Nature of Operations
The World Company (the Parent) operates in several business divisions. The Sunflower Broadband division operates a community antenna television system (CATV) and provides Internet access in Lawrence, Kansas and portions of Douglas, Wyandotte and Leavenworth counties. The Telephony division provides local and long-distance telephone service in Lawrence, Kansas and portions of Douglas and Leavenworth counties. Collectively, these divisions do business as Sunflower Broadband (the Division).
Principles of Combination
The Parent owns 98% interest in WorldNet, L.L.C. (WorldNet), which was acquired in 2001 to provide telephony services. Accordingly, the operating results of WorldNet have been included in the accompanying financial statements for the year ended December 31, 2009. The financial statements present the results of Sunflower Broadband and WorldNet, L.L.C. All interdivision transactions have been eliminated.
Effective January 1, 2009, the Parent adopted the guidance in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 810-10-65, Transition Related to FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51. Beginning January 1, 2009, losses attributable to the noncontrolling interest are allocated to the noncontrolling interest even if the carrying amount of the noncontrolling interest is reduced below zero. Any changes in ownership after January 1,2009, that do not result in a loss of control are accounted for as equity transactions.
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 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 reporting period. Actual results could differ from those estimates.
Accounts Receivable
Accounts receivable are stated at the amounts billed to customers plus any accrued and unpaid interest. Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of customers comprising the Divisions customer base. Accounts receivable are ordinarily due 30 days after the issuance of the invoice. Accounts that are unpaid after the due date are considered delinquent and bear interest at 1% per month. Reserves for uncollectible accounts have been provided for in the financial statements based on reviewing individual accounts and historic trends. Such amounts have historically been within managements expectations. The Division charges off a customers balance when it is determined to be probable that the receivable will not be collected.
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Cash
The financial institutions holding the Divisions cash accounts are participating in the FDICs Transaction Account Guarantee Program. Under that program, through December 31, 2009, all noninterest-bearing transaction accounts are fully guaranteed by the FDIC for the entire amount in the account.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are charged to expense on the straight-line basis over the estimated useful life of each asset. Assets under capital lease obligations and leasehold improvements are amortized over the shorter of the lease term or their respective estimated useful lives.
The estimated useful lives for each major depreciable classification of property and equipment are as follows:
Years | ||
Land improvements |
7 - 15 | |
Buildings and improvements |
5 - 39 | |
Machinery and equipment |
5 - 7 | |
Originating channel equipment |
5 - 7 | |
Broadband distribution system |
3 - 10 | |
Furniture and fixtures |
5 - 7 | |
Automotive equipment |
3 - 5 | |
Computer equipment |
2 - 3 | |
Leasehold improvements |
Lesser of lease term or useful life |
The Company expenses repair and maintenance costs when incurred, which amounted to $1,216,000 in 2009.
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Goodwill
Goodwill is tested annually for impairment. If the implied fair value of goodwill is lower than its carrying amount, a goodwill impairment is indicated and goodwill is written down to its implied fair value. Subsequent increases in goodwill value are not recognized in the financial statements. The Division completed a valuation of its operating unit with goodwill and determined no impairment existed as of December 31, 2009.
Intangible Assets
Intangible assets consist principally of library files, subscriber lists and licenses. Such assets are periodically evaluated as to the recoverability of their carrying values.
Finite-lived intangible assets are amortized on a straight-line basis over their estimated economic lives as follows:
Years | ||
Subscriber lists |
3 - 10 |
Long-lived Asset Impairment
The Division evaluates the recoverability of the carrying value of long-lived assets whenever events or circumstances indicate the carrying amount may not be recoverable. If a long-lived asset is tested for recoverability and the undiscounted estimated future cash flows expected to result from the use and eventual disposition of the asset is less than the carrying amount of the asset, the asset cost is adjusted to fair value and an impairment loss is recognized as the amount by which the carrying amount of a long-lived asset exceeds its fair value. No impairment losses were recognized for 2009.
Income Taxes
The Parents stockholders have elected to have the Parents income taxed as an S Corporation under provisions of the Internal Revenue Code and a similar section of the state of Kansas income tax law. Therefore, taxable income or loss is reported to the individual stockholders for inclusion in their respective tax returns and no provision for federal and state income taxes is included in these statements. The Parent is no longer subject to federal and state income examinations by tax authorities for years prior to 2006.
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Accounts Payable
The Parent utilizes a centralized approach to accounts payable, whereby it does not allocate general accounts payable to its divisions. Management estimated the Divisions portion of these general accounts payable as of December 31, 2009 for inclusion in the accompanying balance sheet.
Accrued Taxes
Accrued taxes consist of sales and use, excise, franchise, real estate and property taxes and copyright and FCC fees.
Revenue Recognition
Revenue consists principally of advertising revenues and revenues from broadband services. Revenues from broadband services are recorded in the month the service is provided. Deferred revenue arises as a normal part of business from advance billings on broadband services.
The Division receives up-front payments from certain programmers to launch new cable television channels. These payments are deferred and amortized over the respective terms of the program agreements, with a range from one to nine years.
Shared Services
The Division shares senior management, human resource, information technology and facilities employees and other resources with various divisions of the Parent. The accompanying statements of income include certain expense allocations relating to these shared services from the Parent. Such allocations are based on various factors including revenue, full-time equivalent (FTE) employees, divisional assets, square footage or managements discretion. Total expense allocation of $1,368,000 is included in the accompanying statement of income for 2009.
In addition to the allocated costs discussed above, the Division is allocated expenses for certain operational items whereby one division of the Parent performs services for another division of the Parent. The net expense allocated to the Division for these operational costs, primarily related to video production and marketing, was $135,198 for 2009.
In addition to the allocated costs above, advertising fees totaling $315,458 in 2009 was allocated to the Division for print advertising in various newspapers owned by the Parent.
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Shipping and Handling Costs
Shipping and handling costs are recorded as operating expenses at the time services and products are provided, shipped or delivered to the customer. Shipping and handling costs during 2009 was approximately $375,000.
2. Division Revenues
Division revenues consist of the following for the year ended December 31, 2009:
Subscriber |
$ | 45,750,374 | ||
Video advertising |
2,584,044 | |||
Other |
768,276 | |||
$ | 49,102,694 | |||
3. Accounts Receivable
Accounts receivable consist of the following at December 31, 2009:
Subscriber |
$ | 1,647,747 | ||
Advertising |
462,083 | |||
Other |
85,294 | |||
$ | 2,195,124 | |||
4. Property and Equipment
Property and equipment consist of the following at December 31, 2009:
Land and improvements |
$ | 111,268 | ||
Buildings and improvements |
3,193,049 | |||
Machinery and equipment |
2,750,894 | |||
Originating channel equipment |
961,771 | |||
Broadband distribution system |
86,509,256 | |||
Furniture and fixtures |
819,036 | |||
Automotive equipment |
2,440,848 | |||
Computer equipment |
3,261,690 | |||
Leasehold improvements |
1,017,630 | |||
Construction-in-progress |
875,349 | |||
101,940,791 | ||||
Less accumulated depreciation and amortization |
(72,263,674 | ) | ||
$ | 29,677,117 | |||
5. Intangible Assets
Intangible assets consist of the following at December 31, 2009:
Gross Carrying Amount |
Accumulated Amortization |
|||||||
Intangible assets subject to amortization subscriber lists |
$ | 1,381,868 | $ | (1,174,588 | ) | |||
Intangible assets non subject to amortization: |
||||||||
Files and licenses |
$ | 33,977 | ||||||
License rights |
1,495,000 | |||||||
$ | 1,528,977 | |||||||
Amortization expense for these intangible assets for the year ended December 31, 2009 was $138,187. Estimated amortization expense for each of the following two years is:
2010 |
$ | 138,187 | ||
2011 |
69,083 | |||
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6. Long-term Debt
Long-term debt consists of the following for December 31, 2009:
Capital lease obligations include leases covering vehicles for seven years expiring July 31, 2016 |
$ | 300,080 | ||
Less current portion |
42,750 | |||
$ | 257,330 | |||
Aggregate annual payments on capital lease obligations at December 31, 2009 were:
2010 |
$ | 51,168 | ||
2011 |
51,168 | |||
2012 |
51,168 | |||
2013 |
51,168 | |||
2014 |
51,168 | |||
Thereafter |
74,621 | |||
330,461 | ||||
Less amount representing interest |
30,381 | |||
Present value of future minimum lease payments |
$ | 300,080 | ||
Property and equipment include the following property under capital leases at December 31, 2009:
Automotive equipment |
$ | 322,704 | ||
Less accumulated depreciation and amortization |
23,050 | |||
$ | 299,654 | |||
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7. Operating Leases
At December 31, 2009, the Division has three noncancelable operating leases with maturity dates ranging from 2010 to 2012, one of which is with a related party for the lease of office facilities for the Division.
Future minimum lease payments for all noncancelable operating leases having a remaining term in excess of one year at December 31, 2009 were:
2010 |
$ | 322,033 | ||
2011 |
231,908 | |||
2012 |
53,877 | |||
$ | 607,818 | |||
Total rent expense, including rent cost transfers, during the year ended December 31, 2009 was approximately $372,000, of which approximately $272,000 was with related parties.
8. Defined Contribution 401 (k) Savings Plan
The Parent has a defined contribution 401 (k) savings plan, The World Company Retirement Savings Plan and Trust (the Plan). During 2006, trustees of the Plan recommended changes designed to improve the retirement features and options for plan participants. Employees are eligible to participate in the Plan after completing three months of service, 250 hours and attaining age 21. Participants may contribute up to 90% of their annual compensation, subject to Internal Revenue Code maximum limitations. The Parent matched up to 50% of the first 4% of each participants compensation deferral. Contributions made by the Division amounted to $107,000 in 2009.
9. Commitments
The Division is involved in numerous pole attachment agreements, which allow it to extend its fiber optic and cable network to locations outside the central location. Typically, these agreements involve attachment of fiber or coaxial cable to utility poles owned by third parties. These agreements are month-to-month agreements with an indefinite term, absent notification from either party of the intent to end the agreement. These agreements typically require minimal rental payments based on the number of points-of-attachment and are assumed to exist in near perpetuity. Should the Division elect to exit such an agreement, the terms provide that the Division is responsible for both the removal of the equipment and cable.
Accounting principles generally accepted in the United States of America require a liability to be recognized in the period in which (l) a legal obligation to retire a long-lived asset exists and (2) the fair value of the obligation based on retirement cost and settlement date is reasonably estimable.
The Division believes it has a legal obligation to remove the aforementioned equipment upon termination of agreements. However, the Division believes it does not have a reasonable basis by which to assign probabilities to the timing of the potential agreement terminations and, accordingly, cannot reasonably estimate the fair value of the asset retirement obligation.
General Litigation
The Division is subject to claims and lawsuits that arise primarily in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the balance sheet, results of operations and cash flows of the Division.
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10. Subsequent Events
Subsequent events have been evaluated through December 23, 2010, which is the date the financial statements were available to be issued.
In October 2010, the assets of Sunflower were acquired by Knology, Inc. for $165 million.
In August 2010, the Parent purchased all of the outstanding minority equity of WorldNet, L.L.C. for $97,570.
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