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8-K/A - 8-K/A - VIRTUSA CORPa11-26342_28ka.htm
EX-23.1 - EX-23.1 - VIRTUSA CORPa11-26342_2ex23d1.htm
EX-99.2 - EX-99.2 - VIRTUSA CORPa11-26342_2ex99d2.htm

Exhibit 99.1

 

ALAS CONSULTING LLC

 

FINANCIAL STATEMENTS

 

INDEX

 

 

Page

Independent Auditors’ Report

2

Balance Sheet as of December 31, 2010

3

Statement of Income for the year ended December 31, 2010

4

Statement of Changes in Members’ Equity for the year ended December 31, 2010

5

Statement of Cash Flows for the year ended December 31, 2010

6

Notes to Financial Statements for the year ended December 31, 2010

7

Balance Sheet as of June 30, 2011 (unaudited)

11

Statements of Income for the three and six months ended June 30, 2011 (unaudited) and 2010 (unaudited)

12

Statement of Changes in Members’ Equity for the six months ended June 30, 2011 (unaudited)

13

Statements of Cash Flows for the six months ended June 30, 2011 (unaudited) and 2010 (unaudited)

14

Notes to Financial Statements for the three and six months ended June 30, 2011 (unaudited) and 2010 (unaudited)

15

 



 

Independent Auditors’ Report

 

To the Board of Directors and Members’

Alas Consulting LLC

 

We have audited the accompanying balance sheet of Alas Consulting LLC (the “Company”) as of December 31, 2010 and the related statements of income, changes in members’ equity and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our 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 Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our 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 Alas Consulting LLC as of December 31, 2010 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.

 

 

Harrison, New York

June 29, 2011

 

2



 

ALAS CONSULTING LLC

 

BALANCE SHEET

(in thousands)

 

As of December 31, 2010

 

ASSETS

 

 

 

Current Assets:

 

 

 

Cash and cash equivalents

 

$

3,341

 

Accounts receivable, net of allowance for doubtful accounts of $35

 

3,795

 

Security deposit

 

6

 

Prepaid expenses

 

172

 

Total current assets

 

7,314

 

Equipment, net

 

22

 

Total assets

 

$

7,336

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

Current Liabilities:

 

 

 

Account payable and accrued expenses

 

$

1,719

 

Unincorporated business tax payable

 

244

 

Liability for uncertain tax positions

 

420

 

Due to related parties

 

762

 

Borrowings under line of credit

 

1,000

 

Total current liabilities

 

4,145

 

MEMBERS’ EQUITY

 

3,191

 

Total liabilities and members’ equity

 

$

7,336

 

 

See notes to financial statements

 

3



 

ALAS CONSULTING LLC

 

STATEMENT OF INCOME

(in thousands)

 

For the Year ended December 31, 2010

 

Revenue

 

$

24,635

 

Cost of revenue

 

14,206

 

Gross profit

 

10,429

 

Operating expenses:

 

 

 

Selling, general and administrative expenses

 

4,705

 

Income from operations

 

5,724

 

Other income (expense):

 

 

 

Interest expense

 

(136

)

Other, net

 

31

 

Total other income (expense)

 

(105

)

Income before tax expense

 

5,619

 

Unincorporated business tax

 

244

 

Net income

 

$

5,375

 

 

See notes to financial statements

 

4



 

ALAS CONSULTING LLC

 

STATEMENT OF CHANGES IN MEMBERS’ EQUITY

(in thousands)

 

For the Year Ended December 31, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total
Members’
Equity

 

Archer
Associates,
Inc.

 

Lathrop
Consulting,
Inc

 

Wetshore
Investments
LLC

 

Angle
Park,
LLC

 

Kwok
Consulting
Inc.

 

UGV
Consulting
Corp

 

Mindustry
Solutions
Inc.

 

Kenneth
M.
Schwartz

 

Brooke
Consulting
Inc.

 

Micro
Business
Applications
Inc

 

 James Anderson

 

Ransco
Financial
Consulting
Inc.

 

ECD
Consulting Corp.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2009

 

$

365

 

$

86

 

$

86

 

$

86

 

$

86

 

$

4

 

$

4

 

$

4

 

$

4

 

$

1

 

$

1

 

$

1

 

$

1

 

$

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

5,375

 

1,273

 

1,273

 

1,273

 

1,273

 

54

 

54

 

54

 

54

 

13

 

13

 

13

 

13

 

13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions

 

(2,549

)

(612

)

(612

)

(612

)

(612

)

(18

)

(18

)

(18

)

(24

)

(4

)

(4

)

(4

)

(4

)

(4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31,2010

 

$

3,191

 

$

747

 

$

747

 

$

747

 

$

747

 

$

40

 

$

40

 

$

40

 

$

34

 

$

10

 

$

10

 

$

10

 

$

10

 

$

10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ownership percentage at December 31,2010

 

100.00

%

23.69

%

23.69

%

23.69

%

23.69

%

1.00

%

1.00

%

1.00

%

1.00

%

0.25

%

0.25

%

0.25

%

0.25

%

0.25

%

 

See notes to financial statements

 

5



 

ALAS CONSULTING LLC

 

STATEMENT OF CASH FLOWS

(in thousands)

 

 

 

Year ended

 

 

 

December 31,

 

 

 

2010

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

Net Income

 

$

5,375

 

Adjustments to reconcile net income to net cash from operating activities

 

 

 

Depreciation

 

4

 

Change in operating assets and liabilities:

 

 

 

Accounts receivable

 

(268

)

Prepaid expenses

 

(95

)

Security deposits

 

(6

)

Accounts payable and accrued expense

 

340

 

Unincorporated business tax payable

 

244

 

Due to related parties

 

(342

)

Net Cash from Operating Activities

 

$

5,252

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

Purchases of equipment and leasehold improvements

 

(19

)

Net Cash from Investing Activities

 

$

(19

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

Repayment of member loans

 

(512

)

Distributions to members

 

(2,550

)

Net Cash from Financing Activities

 

$

(3,062

)

Net Change in Cash

 

2,171

 

CASH

 

 

 

Beginning of the period

 

1,170

 

End of the period

 

$

3,341

 

SUPPLEMENTAL CASH FLOW INFORMATION

 

 

 

Cash paid for interest

 

$

136

 

 

See notes to financial statements

 

6



 

Alas Consulting LLC

 

Notes to Financial Statements

(in thousands)

 

1.                                      Business Activity

 

Alas Consulting LLC (“the Company”) is an advisory firm located in New York City servicing the financial industry, specializing in reengineering, strategic consulting, software and training across all asset classes and functions including accounting, regulatory reporting and operations. The Company was formed under the laws of the State of New York on February 15, 2007.

 

2.                                      Summary of Significant Accounting Policies

 

Basis of Accounting

 

The accompanying financial statements are prepared on the accrual basis of accounting. Revenues are recorded when earned, and expenses are recorded when incurred.

 

Use of Estimates

 

The presentation 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 amount 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.

 

Revenue Recognition

 

Revenue is recognized based on monthly services and support contracts.

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments with maturities of three months or less at the time of purchase to be cash equivalents.

 

Property and Equipment

 

Purchases of property and equipment are recorded at cost and depreciation is recognized over their estimated useful lives using the straight-line method. The estimated useful lives of property and equipment are three to five years for furniture, fixtures and equipment.

 

Accounts Receivable

 

The Company’s receivables are amounts invoiced to customers, less an allowance for doubtful account established based on the Company’s history of write-offs, collections and current credit conditions.

 

Accounting for Uncertainty in Income Taxes

 

The Company has elected to be treated as a Partnership for Federal and New York income tax purposes. Under these provisions, the partners report their respective share of the Partnership’s taxable income or loss on their individual income tax returns.

 

7



 

2.                              Summary of Significant Accounting Policies (continued)

 

The Company recognizes the effects of income tax positions only when they are more likely than not of being sustained. At December 31, 2010, management has determined that the partnership is a flow through tax entity and has no uncertain tax positions that would require financial statement recognition or effect the financial position of the company except for a liability related to the tax position for New York City Unincorporated Business tax.

 

Limitation of Members’ Liability

 

As a limited liability company, the members of the Company have no liability to the Company or others beyond their membership interest.

 

Advertising

 

The company follows the policy of charging the cost of advertising to expense as incurred. Advertising expense totaled $124 for 2010.

 

 

3.                                      Property and Equipment

 

The following reflects the cost of property and equipment at December 31, 2010.

 

Computer Equipment

 

$

29

 

Less: accumulated depreciation

 

(7

)

Equipment, net

 

$

22

 

 

Depreciation expense for 2010 was $4.

 

4.                                      Borrowing under Line of Credit

 

The Company has an uncommitted line of credit with J.P. Morgan Chase Bank, N.A. for $2,500. The line of credit is secured by substantially all the Company’s assets. The Company pays interest on the principal balance based on the prime rate available at that time. All outstanding principal and interest are due and payable in full on September 30, 2011. The line of credit is subject to certain setoff rights by the bank. There are no prepayment penalties. The outstanding balance on the line of credit at December 31, 2010 was $1,000.

 

5.                                      Lease Obligations

 

The Company leases office space for its operations. The lease commenced on November 21, 2006 and is due to expire in May, 2011. The lease contains provisions for rental increase of 8% annually as well as utilities expense. Required minimum lease payment for 2011 is $92.

 

Rental expense under operating leases was $273 for 2010.

 

6.                                      Retirement Plan

 

The Company sponsors a non contributory 401(k) plan covering substantially all of its employees who have met certain service requirements. There was no pension expense for 2010.

 

8



 

7.                                      Concentration of Credit Risk

 

Concentration of Cash on Deposit and Uninsured Cash Balances

 

The Company has a concentration of credit risk for cash maintained in a bank account at a financial institution located in New York which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (FDIC). The Company has not experienced any losses in such account and believes it is not exposed to any significant credit risk to cash.

 

Accounts Receivable

 

At December 31, 2010, 74% of the Company’s account receivables were due from 5 customers.

 

8.                                      Economic Dependency

 

A material part of the Company’s business is dependent upon five major customers. The loss of business from one of these customers would have a materially adverse effect on the Company. At December 31, 2010, three customers accounted for 51% of service revenue.

 

9.                                      Stock Based Compensation

 

During 2008, the Company granted membership options to certain employees. These options only vest and become exercisable upon a “Change in Control Transaction” as defined in the option agreement. As of December 31, 2010 these options would grant employees a 1.1% membership interest in the Company. Financial Accounting Standard Board Accounting Standards Codification (“ASC”) states that the obligation to fulfill these options should only be recorded as a liability if it is probable that the contingent event requiring settlement of the option is probable. Since a change in control transaction is not probable at this time, no liability has been recorded related to these options.

 

In 2009, a .25% membership interest was granted to an employee of the Company. This interest, which vested upon signing of the grant agreement, is not transferable, and must be sold back to the Company at net book value if employment terminates. Although the ASC requires recognition of compensation expense for this grant, management has determined that the amount is immaterial to the financial statements.

 

10.                               Related Party Transactions

 

During 2010, related parties rendered consulting services to the Company in the amount of $1,548 which is included in the cost of service. As of December 31, 2010 the Company owed $762 related to these services. Theses payables, which bear no interest, will be repaid in the ordinary course of business.

 

11                                  Compensated Absences

 

Employees of the Company are entitled to paid time off. It is impracticable to estimate the amount of compensation for future absences, and accordingly, no liability has been recorded in the accompanying financial statements. The Company’s policy is to recognize the costs of compensated absences when actually paid to employees.

 

12.                               Subsequent Events

 

On January 1, 2011 the Company purchased the assets of a New York City based consulting firm. The purchase price was approximately $235 pursuant to the terms of the Asset Purchase Agreement. The operating results of the acquired consulting firm have not been included in the Company’s 2010 year-end financial statement.

 

9



 

13.                               Litigation

 

During 2010, the Company was named as a defendant in an action brought by a former employee with the U.S. Equal Employment Opportunity Commission. Attorneys for the Company cannot evaluate the likelihood of an unfavorable outcome as of the date of this report, or an estimate or range of potential loss. The Company does have insurance coverage for employment practices for up to $500 with a $50 deductible.

 

10



 

ALAS CONSULTING LLC

 

BALANCE SHEET

(in thousands)

 

 

 

June 30,

 

 

 

2011

 

 

 

Unaudited

 

ASSETS

 

 

 

Current Assets:

 

 

 

Cash and cash equivalents

 

$

1,942

 

Accounts receivable, net of allowance for doubtful accounts of $35

 

5,298

 

Security deposit

 

28

 

Prepaid expenses

 

149

 

Total current assets

 

7,417

 

Equipment, net

 

83

 

Goodwill

 

235

 

Total assets

 

$

7,735

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

Current Liabilities:

 

 

 

Account payable and accrued expenses

 

$

2,033

 

Unincorporated business tax payable

 

119

 

Liability for uncertain tax positions

 

420

 

Due to related parties

 

430

 

Borrowings under line of credit

 

1,500

 

Members’ loans

 

1,765

 

Total current liabilities

 

6,267

 

MEMBERS’ EQUITY

 

1,468

 

Total liabilities and members’ equity

 

$

7,735

 

 

See notes to financial statements

 

11



 

ALAS CONSULTING LLC

 

STATEMENTS OF INCOME

(in thousands)

 

 

 

Three Months

 

Six Months

 

 

 

Ended

 

Ended

 

 

 

June 30,

 

June 30,

 

 

 

2010

 

2011

 

2010

 

2011

 

 

 

Unaudited

 

Unaudited

 

Revenue

 

$

6,635

 

$

8,042

 

$

12,148

 

$

15,603

 

Cost of revenue

 

3,866

 

4,985

 

7,140

 

9,992

 

Gross profit

 

2,769

 

3,057

 

5,008

 

5,611

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

1,190

 

2,215

 

2,160

 

3,970

 

Income from operations

 

1,579

 

842

 

2,848

 

1,641

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest expense

 

(44

)

(56

)

(79

)

(104

)

Other income, net

 

13

 

 

13

 

 

Total other income (expense)

 

(31

)

(56

)

(66

)

(104

)

Income before tax expense

 

1,548

 

786

 

2,782

 

1,537

 

Unincorporated business tax

 

 

28

 

 

64

 

Net income

 

$

1,548

 

$

758

 

$

2,782

 

$

1,473

 

 

See notes to financial statements

 

12



 

ALAS CONSULTING LLC

 

STATEMENT OF CHANGES IN MEMBERS’ EQUITY

(in thousands)

 

For the six months ended June 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Micro

 

 

 

Ransco

 

 

 

 

 

Total

 

Archer

 

Lathrop

 

Wetshore

 

Angle

 

Kwok

 

UGV

 

Mindustry

 

Kenneth

 

Brooke

 

Business

 

 

 

Financial

 

ECD

 

 

 

Members’

 

Associates,

 

Consulting,

 

Investments

 

Park,

 

Consulting

 

Consulting

 

Solutions

 

M.

 

Consulting

 

Applications

 

James

 

Consulting

 

Consulting

 

 

 

Equity

 

Inc.

 

Inc

 

LLC

 

LLC

 

Inc.

 

Corp

 

Inc.

 

Schwartz

 

Inc.

 

Inc

 

Anderson

 

Inc.

 

Corp.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2010

 

$

3,191

 

$

747

 

$

747

 

$

747

 

$

747

 

$

40

 

$

40

 

$

40

 

$

34

 

$

10

 

$

10

 

$

10

 

$

10

 

$

10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

1,473

 

357

 

357

 

357

 

357

 

14

 

 

14

 

 

4

 

 

4

 

4

 

4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions

 

(3,196

)

(778

)

(778

)

(778

)

(778

)

 

(40

)

 

(34

)

 

(10

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2011

 

$

1,468

 

$

326

 

$

326

 

$

326

 

$

326

 

$

54

 

 

$

54

 

 

$

14

 

 

$

14

 

$

14

 

$

14

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ownership percentage at June 30,2011

 

100.00

%

24.25

%

24.25

%

24.25

%

24.25

%

1.00

%

 

1.00

%

 

0.25

%

 

0.25

%

0.25

%

0.25

%

 

See notes to financial statements

 

13



 

ALAS CONSULTING LLC

STATEMENT OF CASH FLOWS

(in thousands)

 

 

 

Six months ended

 

 

 

June 30,

 

 

 

2010

 

2011

 

 

 

Unaudited

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net Income

 

$

2,782

 

$

1,473

 

Adjustments to reconcile net income to net cash from operating activities

 

 

 

 

 

Depreciation

 

1

 

15

 

Change in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(1,639

)

(1,504

)

Prepaid expenses

 

12

 

23

 

Security deposits

 

 

(21

)

Accounts payable and accrued expense

 

(569

)

383

 

Unincorporated business tax payable

 

 

(125

)

Due to related parties

 

 

(332

)

Net Cash from Operating Activities

 

$

587

 

$

(88

)

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Purchases of equipment and leasehold improvements

 

(16

)

(76

)

Business acquisition

 

 

(235

)

Net Cash from Investing Activities

 

$

(16

)

$

(311

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

Proceeds from members’ loans

 

582

 

2,596

 

Repayment of member loans

 

 

(900

)

Proceeds from line of credit

 

500

 

1,500

 

Repayment of line of credit

 

 

(1,000

)

Distributions to members

 

(1,459

)

(3,196

)

Net Cash from Financing Activities

 

$

(377

)

$

(1,000

)

Net Change in Cash

 

194

 

(1,399

)

CASH

 

 

 

 

 

Beginning of the period

 

1,170

 

3,341

 

End of the period

 

$

1,364

 

$

1,942

 

SUPPLEMENTAL CASH FLOW INFORMATION

 

 

 

 

 

Cash paid for interest

 

$

22

 

$

30

 

 

See notes to financial statements

 

14



 

Alas Consulting LLC

 

Notes to Financial Statements

(in thousands)

 

1.                                      Business Activity

 

Alas Consulting LLC (“the Company”) is an advisory firm located in New York City servicing the financial industry, specializing in reengineering, strategic consulting, software and training across all asset classes and functions including accounting, regulatory reporting and operations. The Company was formed under the laws of the State of New York on February 15, 2007.

 

2.                                      Summary of Significant Accounting Policies

 

Basis of Accounting

 

The accompanying financial statements are prepared on the accrual basis of accounting. Revenues are recorded when earned, and expenses are recorded when incurred.

 

Use of Estimates

 

The presentation 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 amount 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.

 

Revenue Recognition

 

Revenue is recognized based on monthly services and support contracts.

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments with maturities of three months or less at the time of purchase to be cash equivalents.

 

Property and Equipment

 

Purchases of property and equipment are recorded at cost and depreciation is recognized over their estimated useful lives using the straight-line method. The estimated useful lives of property and equipment are three to five years for furniture, fixtures and equipment.

 

Accounts Receivable

 

The Company’s receivables are amounts invoiced to customers, less an allowance for doubtful account established based on the Company’s history of write-offs, collections and current credit conditions.

 

Accounting for Uncertainty in Income Taxes

 

The Company has elected to be treated as a Partnership for Federal and New York income tax purposes. Under these provisions, the partners report their respective share of the Partnership’s taxable income or loss on their individual income tax returns.

 

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2.                                      Summary of Significant Accounting Policies (continued)

 

The Company recognizes the effects of income tax positions only when they are more likely than not of being sustained. At June 30, 2011, management has determined that the partnership is a flow through tax entity and has no uncertain tax positions that would require financial statement recognition or effect the financial position of the company except for a liability related to the tax position for New York City Unincorporated Business tax.

 

There are no changes in the accounting for uncertainty in income taxes at June 30, 2011.

 

Limitation of Members’ Liability

 

As a limited liability company, the members of the Company have no liability to the Company or others beyond their membership interest.

 

Advertising

 

The company follows the policy of charging the cost of advertising to expense as incurred. Advertising expense totaled $36 for the three months ended June 30, 2010, and $48 for three months ended June 30, 2011. Advertising expense totaled $65 for the six months ended June 30, 2010, and $112 for six months ended June 30, 2011.

 

3.                                      Property and Equipment

 

The following reflects the cost of property and equipment at June 30, 2011.

 

Computer Equipment

 

$

105

 

Less: accumulated depreciation

 

(22

)

Equipment, net

 

$

83

 

 

Depreciation expense for the three months ended June 30, 2010 and 2011 was $1 and $7 respectively.  Depreciation expense for the six months ended June 30, 2010 and 2011 was $1 and $15, respectively.

 

4.                                      Borrowing under Line of Credit

 

The Company has an uncommitted line of credit with J.P. Morgan Chase Bank, N.A. for $2,500. The line of credit is secured by substantially all the Company’s assets. The Company pays interest on the principal balance based on the prime rate available at that time. All outstanding principal and interest are due and payable in full on September 30, 2011. The line of credit is subject to certain setoff rights by the bank. There are no prepayment penalties.

 

The outstanding balance on the line of credit at June 30, 2011 was $1,500.

 

5.                                      Lease Obligations

 

On March 14, 2011, the Company entered into a new operating lease for its operations, with a lease term of 10 years and 8 months from the commencement date and the rent payments for the first 8 months from the commencement date are abated. The lease can be extended for a further period of five years. The commencement date of the operating lease is contingent on when the office space is ready for use, which is expected to be September 2011.

 

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Future minimum lease payments under non-cancellable leases for the fiscal years following June 30, 2011 are:

 

Fiscal year ending December 31:

 

 

 

2011

 

$

 

2012

 

204

 

2013

 

306

 

2014

 

306

 

2015

 

306

 

2016

 

306

 

2017 and thereafter

 

1,787

 

Total

 

$

3,215

 

 

Rental expense under operating leases was $65 and $85 for three months ended June 30, 2010 and 2011 respectively. Rental expense under operating leases was $131 and $183 for six months ended June 30, 2010 and 2011, respectively.

 

6.                                      Retirement Plan

 

The Company sponsors a non contributory 401(k) plan covering substantially all of its employees who have met certain service requirements. There was no pension expense for the three and six months ended June 30, 2010 and 2011.

 

7.                                      Concentration of Credit Risk

 

Concentration of Cash on Deposit and Uninsured Cash Balances

 

The Company has a concentration of credit risk for cash maintained in a bank account at a financial institution located in New York which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (FDIC). The Company has not experienced any losses in such account and believes it is not exposed to any significant credit risk to cash.

 

Accounts Receivable

 

At June 30, 2011, 63% of the Company’s account receivables were due from 5 customers.

 

8.                                      Economic Dependency

 

A material part of the Company’s business is dependent upon five major customers. The loss of business from one of these customers would have a materially adverse effect on the Company. At June 30, 2010, three customers accounted for 53% of service revenue. At June 30, 2011, four customers accounted for 50% of service revenue.

 

9.                                      Stock Based Compensation

 

In 2011, 2.25% membership interest in the Company was purchased back from three minority members at the member’s equity interest at the time of the transaction.

 

10.                               Related Party Transactions

 

During 2011, related parties rendered consulting services to the Company which is included in the cost of service. As of June 30, 2011, the Company owed $430 related to these services. Theses payables, which bear no interest, were paid in the ordinary course of business.

 

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11                                  Compensated Absences

 

Employees of the Company are entitled to paid time off. It is impracticable to estimate the amount of compensation for future absences, and accordingly, no liability has been recorded in the accompanying financial statements. The Company’s policy is to recognize the costs of compensated absences when actually paid to employees.

 

12.                               Litigation

 

During 2010, the Company was named as a defendant in an action brought by a former employee with the U.S. Equal Employment Opportunity Commission. Attorneys for the Company cannot evaluate the likelihood of an unfavorable outcome as of the date of this report, or an estimate or range of potential loss. The Company does have insurance coverage for employment practices for up to $500 with a $50 deductible.

 

13.                               Members’ Loan

 

On January 1, 2011, the members loaned the Company $2,596 at an interest rate of prime plus three percent with no stated term.  During the six months ended June 30, 2011, $900 was repaid. As of June 30, 2011, the balance of $1,765 included $69 of accrued interest.

 

14.                               Subsequent Events

 

On July 1, 2011 the Company’s assets were sold to Virtusa Corporation for $27,838. All employment and customer contracts were assigned to Virtusa as a result of this purchase. The operating impact of this transaction has not been included in the Company’s June 30, 2011 interim financial statements.

 

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