Attached files
Exhibit 99.3
Quadrem International Holdings, Ltd. And Subsidiaries
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
as prepared under U.S. generally accepted accounting principles
September 30, 2010
Quadrem International Holdings, Ltd. September 30, 2010
Index to the condensed consolidated financial statements
Condensed consolidated balance sheets |
1 | |||
Condensed consolidated statements of operations and comprehensive income |
2 | |||
Condensed consolidated statements of changes in equity |
3 | |||
Condensed consolidated statements of cash flows |
4 | |||
Notes to condensed consolidated financial statements |
5 |
Quadrem International Holdings, Ltd. September 30, 2010
CONDENSED CONSOLIDATED BALANCE SHEETS
In USD thousands
September 30, 2010 |
December 31, 2009 |
|||||||
(unaudited) | (audited) | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
23,811 | 15,875 | ||||||
Trade receivables, net of allowance for doubtful accounts |
11,967 | 9,304 | ||||||
Deferred tax assets, current |
1,178 | 1,238 | ||||||
Prepaid expenses and other |
1,270 | 1,239 | ||||||
Total current assets |
38,226 | 27,656 | ||||||
Equipment, furniture and fixtures, net |
2,142 | 2,159 | ||||||
Intangible assets, net and other long term assets |
2,713 | 1,916 | ||||||
Goodwill |
| 70 | ||||||
Deferred tax assets, non-current |
250 | 586 | ||||||
Total assets |
43,331 | 32,387 | ||||||
LIABILITIES AND EQUITY |
||||||||
Current liabilities: |
||||||||
Trade and other payables |
9,495 | 8,788 | ||||||
Income taxes payable |
2,013 | 1,919 | ||||||
Capital lease obligation, current |
1,074 | 1,211 | ||||||
Deferred revenue |
5,936 | 4,270 | ||||||
Deferred tax liabilities, current |
45 | 16 | ||||||
Total current liabilities |
18,563 | 16,204 | ||||||
Capital lease obligation, non-current |
2,620 | 2,354 | ||||||
Employee benefits |
3,013 | 1,719 | ||||||
Deferred rent |
631 | 691 | ||||||
Deferred tax liabilities |
105 | 111 | ||||||
Other |
| 231 | ||||||
Total liabilities |
24,932 | 21,310 | ||||||
Commitments and contingencies |
||||||||
Equity |
||||||||
Common stock, $1 par value; |
1,656 | 1,655 | ||||||
Additional paid-in capital |
148,305 | 148,037 | ||||||
Accumulated other comprehensive income |
454 | 201 | ||||||
Accumulated deficit |
(132,344 | ) | (139,132 | ) | ||||
Total equity attributable to shareholders of the Company |
18,071 | 10,761 | ||||||
Non-controlling interest |
328 | 316 | ||||||
Total equity |
18,399 | 11,077 | ||||||
Total liabilities & equity |
43,331 | 32,387 | ||||||
See accompanying notes to condensed consolidated financial statements.
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Quadrem International Holdings, Ltd. September 30, 2010
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
In USD thousands, unaudited
Nine Months Ended September 30, | ||||||||
2010 | 2009 | |||||||
Membership and transaction fees |
46,254 | 33,763 | ||||||
Professional fees |
3,699 | 2,248 | ||||||
Content fees and other |
5,586 | 5,068 | ||||||
Revenue |
55,539 | 41,079 | ||||||
Direct service costs |
(6,586 | ) | (5,761 | ) | ||||
Direct margin |
48,953 | 35,318 | ||||||
Selling and marketing |
(5,661 | ) | (4,670 | ) | ||||
General and administrative expense |
(9,820 | ) | (6,609 | ) | ||||
Technology |
(6,489 | ) | (6,348 | ) | ||||
Customer support |
(16,503 | ) | (14,177 | ) | ||||
Goodwill impairment |
(70 | ) | (696 | ) | ||||
Income from operations |
10,410 | 2,818 | ||||||
Interest expense |
(268 | ) | (548 | ) | ||||
Gain (loss) on foreign currency, net |
(114 | ) | 872 | |||||
Other loss, net |
(131 | ) | (106 | ) | ||||
Income before provision for income taxes |
9,897 | 3,036 | ||||||
Provision for income taxes |
(3,097 | ) | (1,903 | ) | ||||
Net income |
6,800 | 1,133 | ||||||
Less: Net income attributable to the noncontrolling interest |
12 | | ||||||
Net income attributable to shareholders of the Company |
6,788 | 1,133 | ||||||
Net income |
6,800 | 1,133 | ||||||
Other comprehensive income: |
||||||||
Foreign currency translation gain |
253 | 814 | ||||||
Comprehensive income |
7,053 | 1,947 | ||||||
Less: Comprehensive income attributable to noncontrolling interest |
12 | | ||||||
Comprehensive income attributable to shareholders of the Company |
7,041 | 1,947 | ||||||
See accompanying notes to condensed consolidated financial statements.
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Quadrem International Holdings, Ltd. September 30, 2010
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
In USD thousands, unaudited
Attributable to shareholders of the Company | ||||||||||||||||||||||||||||||||
Common Stock | Additional | Accumulated | Non-Controlling Interest |
|||||||||||||||||||||||||||||
Shares | Amount | Paid-In Capital |
Comprehensive (Loss) Income |
Accumulated Deficit |
Total | Total Equity |
||||||||||||||||||||||||||
At January 1, 2010 |
9,495 | 1,655 | 148,037 | 201 | (139,132 | ) | 10,761 | 316 | 11,077 | |||||||||||||||||||||||
Income for the period |
| | | | 6,788 | 6,788 | 12 | 6,800 | ||||||||||||||||||||||||
Cumulative translation adjustment |
| | | 253 | | 253 | | 253 | ||||||||||||||||||||||||
Exercise of share options |
750 | 1 | 26 | | | 27 | | 27 | ||||||||||||||||||||||||
Share-based payments |
| | 242 | | | 242 | | 242 | ||||||||||||||||||||||||
At September 30, 2010 |
10,245 | 1,656 | 148,305 | 454 | (132,344 | ) | 18,071 | 328 | 18,399 | |||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
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Quadrem International Holdings, Ltd. September 30, 2010
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
In USD thousands, unaudited
Nine Months Ended September 30, | ||||||||
2010 | 2009 | |||||||
Operating activities |
||||||||
Net income for the year |
6,800 | 1,133 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation |
685 | 744 | ||||||
Amortization of intangibles |
605 | 1,028 | ||||||
Deferred income tax expense |
454 | (6 | ) | |||||
Non-cash interest expense |
268 | 352 | ||||||
Share-based payments |
242 | 453 | ||||||
Provision for impaired trade receivables |
92 | 528 | ||||||
Impairment of goodwill |
70 | 696 | ||||||
Changes in assets and liabilities: |
||||||||
Trade receivables |
(2,602 | ) | (458 | ) | ||||
Prepaid expenses and other assets |
105 | 706 | ||||||
Accounts payable and accrued expenses |
1,912 | 1,988 | ||||||
Accrued income taxes payable |
75 | (79 | ) | |||||
Deferred revenue |
1,565 | 274 | ||||||
Net cash flows provided by operating activities |
10,271 | 7,359 | ||||||
Investing activities |
||||||||
Purchase of equipment and fixtures & intangibles |
(2,077 | ) | (1,046 | ) | ||||
Net cash flows used in investing activities |
(2,077 | ) | (1,046 | ) | ||||
Financing activities |
||||||||
Proceeds from the exercise of stock options |
27 | | ||||||
Repayment of term debt |
(460 | ) | (534 | ) | ||||
Decrease in restricted cash |
(34 | ) | 259 | |||||
Net cash flows used in financing activities |
(467 | ) | (275 | ) | ||||
Foreign currency effect on changes in cash and cash equivalents |
209 | 492 | ||||||
Net increase in cash and cash equivalents |
7,936 | 6,530 | ||||||
Cash and cash equivalents at January 1, 2010 |
15,875 | 6,618 | ||||||
Cash and cash equivalents at September 30, 2010 |
23,811 | 13,148 | ||||||
Supplemental cash flow information: |
||||||||
Cash outflow for interest |
| (149 | ) | |||||
Cash inflow for interest |
102 | 81 | ||||||
Cash paid for income taxes |
(2,614 | ) | (1,591 | ) | ||||
See accompanying notes to condensed consolidated financial statements.
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Quadrem International Holdings, Ltd. September 30, 2010
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. | Business and organization |
Quadrem International Holdings, Ltd. and subsidiaries (QIHL or the Company) is a limited liability company incorporated and domiciled in Bermuda.
The Company has developed and operates a global electronic marketplace to facilitate the procurement of goods and services by companies from their supplier communities. The Company has operating subsidiaries performing customer support services in thirteen countries at September 30, 2010.
2. | Summary of significant accounting policies |
a. | Basis of presentation |
The accompanying condensed consolidated financial statements include the accounts of the Company. All intercompany accounts and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements of the Company reflect all adjustments (all of which are normal and recurring in nature) that, in the opinion of management, are necessary for a fair presentation of the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the entire year. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Companys audited consolidated financial statements and notes thereto for the year ended December 31, 2009.
There have been no significant changes in the Companys critical accounting policies. The accounting policies applied by the Company in these consolidated interim financial statements are the same as those applied by the Company in its consolidated financial statements as at and for the year ended December 31, 2009.
b. | Use of estimates |
The preparation of consolidated 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 amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reported period. Estimates are based upon historical factors, current circumstances and the experience and judgment of management. Significant estimates include those required in allocation of revenues between recognized and deferred amounts, fair value of financial instruments, assessment of the recoverability of goodwill and other intangible assets, allowances for doubtful accounts, share-based compensation expense and valuation allowances for deferred tax assets and tax liabilities. Actual results may differ from these estimates.
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Quadrem International Holdings, Ltd. September 30, 2010
3. | Income tax |
As a Bermuda exempt limited company, the Company has no Bermuda statutory tax obligation. The provision for income taxes for the nine months ended September 30, 2010 and 2009 results from the Companys operations in taxable jurisdictions and is comprised of the following amounts:
Nine Months Ended September 30, | ||||||||
2010 | 2009 | |||||||
Current income tax provision |
2,643 | 1,909 | ||||||
Deferred income tax provision |
454 | (6 | ) | |||||
3,097 | 1,903 | |||||||
Income tax expense relates to taxable income resulting from cost plus transfer pricing arrangements for the Companys operating subsidiaries in all countries where generally only support operations are maintained, withholding tax, taxable income in Brazil and Chile, which have both revenue and operating responsibilities and taxable profits in The Netherlands. Substantially all of the current income tax expense in 2010 and 2009 relates to the Companys operations in Brazil and Chile.
Components of deferred tax are as follows:
September 30, 2010 |
December 31, 2009 |
|||||||
Deferred tax assets: |
||||||||
Net operating loss carryforwards |
977 | 1,592 | ||||||
Deferred revenue |
183 | 190 | ||||||
Accrued expenses |
255 | 184 | ||||||
Other |
91 | 61 | ||||||
Total deferred tax assets |
1,506 | 2,027 | ||||||
Valuation allowance |
| | ||||||
Deferred tax liabilities |
||||||||
Depreciation |
216 | (172 | ) | |||||
Other |
12 | (158 | ) | |||||
Total deferred tax liabilities |
228 | (330 | ) | |||||
At September 30, 2010, the Company had tax losses of approximately $3,775 attributable to operations in The Netherlands and South Africa that are available for offset against future taxable profits of the companies in which the losses arose. The tax loss in South Africa can be carried forward indefinitely. The tax loss in The Netherlands expires in the year 2016. The unrecognized tax benefit related to net operating losses at September 30, 2010 is $0.
Deferred tax assets at September 30, 2010 relate to the net operating losses in The Netherlands and South Africa and temporary differences in South Africa, Chile, United States, and Australia. At September 30, 2010, no valuation allowance has been provided due to the expectation of continued operating profits in the jurisdictions in which the net operating losses and temporary differences arose based on the generation of profits from operations in each of the last three years.
Undistributed earnings of certain of the Companys subsidiaries are considered to be indefinitely reinvested; accordingly, no provision for taxes on unremitted earnings has been provided.
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Quadrem International Holdings, Ltd. September 30, 2010
4. | Equipment, furniture and fixtures |
Equipment, furniture and fixtures, net, consisted of the following:
September 30, 2010 |
December 31, 2009 |
|||||||
Leasehold improvements |
1,105 | 1,162 | ||||||
Equipment |
6,640 | 6,580 | ||||||
Furniture and fixtures |
923 | 885 | ||||||
8,668 | 8,627 | |||||||
Less: accumulated depreciation |
(6,526 | ) | (6,468 | ) | ||||
2,142 | 2,159 | |||||||
For the nine months ended September 30, 2010, the Company recorded depreciation expense related to equipment, furniture and fixtures of $685.
5. | Intangible assets, net and other long-term assets |
Goodwill
The below table reflects changes or activity in the balances related to goodwill for the nine months ended September 30, 2010:
Goodwill balance as of January 1, 2010, |
70 | |||
Goodwill adjustment - impairment |
(70 | ) | ||
Goodwill balance as of September 30, 2010 |
| |||
During the period ended September 30, 2010, the recoverable amount of the ESS Cubed reporting unit was determined to be less than the carrying amount and an impairment loss of $70 was recognized. The impairment loss, resulting from not meeting forecasted growth projections, was allocated fully to goodwill and is included in the consolidated statement of operations and comprehensive income.
The recoverable amount was determined by discounting the future cash flows generated from the continuing use of the reporting unit and was based on the following key assumptions:
| Cash flows were projected based on actual operating results and the annual business plan. |
| Revenues were forecasted to grow at a compound annual growth rate of 4%. |
| A discount rate of 17.5 percent was applied in determining the fair value of the reporting unit. The discount rate was estimated based on an industry average weighted average cost of capital for businesses in South Africa. |
Intangible assets, net and other long term assets
Intangible assets, net and other long-term assets are comprised of software, trademarks, restricted cash and long term prepaid assets.
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Quadrem International Holdings, Ltd. September 30, 2010
September 30, 2010 |
December 31, 2009 |
|||||||
Patents and trademarks |
388 | 388 | ||||||
Software |
5,572 | 4,454 | ||||||
Software developed for internal use |
2,505 | 2,224 | ||||||
8,465 | 7,066 | |||||||
Less: accumulated amortization |
(5,966 | ) | (5,331 | ) | ||||
2,499 | 1,735 | |||||||
Restricted cash and long term prepaid assets |
214 | 181 | ||||||
2,713 | 1,916 | |||||||
6. | Trade receivables |
Trade receivables, net consists of the following:
September 30, 2010 |
December 31, 2009 |
|||||||
Trade receivables |
12,657 | 10,047 | ||||||
Less allowance for doubtful accounts |
(690 | ) | (743 | ) | ||||
Trade receivables - net |
11,967 | 9,304 | ||||||
Trade receivables are non-interest bearing and are generally extended to customers on 30 day terms.
There is no concentration of credit risk with respect to trade receivables, as the Company has a large number of internationally dispersed customers.
Movements in the allowance for doubtful accounts were as follows:
Allowances at January 1, 2010 |
(743 | ) | ||
Provision, net of recovery for bad debts |
(92 | ) | ||
Trade receivables written off |
145 | |||
Allowances at September 30, 2010 |
(690 | ) | ||
7. | Employee benefits |
On January 1, 2009, the Company established a long-term incentive plan (LTIP) for key management employees. The LTIP provides for payment to participants in cash or shares for the attainment of certain financial performance goals with the number of shares to be determined based on a 15% discount to the fair value of the shares at time of payment. The LTIP measurement date is the earlier of December 31, 2011 or upon sale, liquidation or dissolution of the Company. For the nine months ended September 30, 2010, the Company recorded compensation expense related to the LTIP of $1,294 with $168 of compensation expense related to the LTIP share discount factor. For the nine months ended September 30, 2009, the Company recorded compensation expense related to the LTIP of $1,075 with $140 of compensation expense related to the LTIP share discount factor. The LTIP liability is recorded as employee benefits payable on the consolidated balance sheet and is remeasured at fair value with changes recorded to compensation expense.
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Quadrem International Holdings, Ltd. September 30, 2010
8. | Related party disclosures |
A large number of the Companys equity holders are also customers. For the nine months ended September 30, 2010 and 2009, $6,033 and $6,596, respectively, of total revenue was received directly from the Companys shareholders; however, a substantial majority of the Companys non-shareholder revenues was derived from companies who sold goods or services to the Companys shareholders through the Quadrem marketplace. In addition, $1,052 and $999 in trade accounts receivable at September 30, 2010 and December 31, 2009, respectively, was due from the Companys shareholders.
9. | Subsequent events |
On January 27, 2011, the Company consummated the sale of all of the operational assets of the Company to Ariba, Inc. (Ariba) for $158.3 million. The sale price consists of (i) $72.0 in cash, (ii) $61.3 million in
Ariba stock and (iii) a $25.0 million contingent payment. The cash includes $40.0 million deposited in escrow to satisfy potential indemnification claims. The contingent payment is subject to performance conditions. The performance conditions include, subject to certain terms and conditions, certain customers (i) making specified cash payments to Ariba and (ii) using the Companys network to facilitate purchasing and invoicing activities with respect to specified customers or business and/or operating units. If the performance conditions are met in full, after the third anniversary Ariba will pay an additional $25.0 million in cash or, at its election, Ariba stock, and release the remaining $25.0 million of escrow cash, to the extent such cash is not used to satisfy indemnification claims.
The Company has evaluated subsequent events through March 31, 2011.
9