|
Report
of Independent Auditors |
1 |
| Balance Sheet at December 31, 2006 |
2 |
| Statement of Income for the year ended December 31, 2006 |
3 |
| Statement of Stockholders’ Equity for the year ended December 31, 2006 |
4 |
| Statement of Cash Flows for the year ended December 31, 2006 |
5 |
| Notes to Financial Statements |
6 |
|
December 31,
2006 |
||||
|
Assets |
||||
|
Current
assets: |
||||
|
Cash
and cash equivalents |
$ |
2,533 |
||
|
Receivables
from clients, net |
543 |
|||
|
Unbilled
services |
498 |
|||
|
Other
current assets |
243 |
|||
|
Total
current assets |
3,817 |
|||
|
Fixed
assets, net |
215 |
|||
|
Deposits |
23 |
|||
|
Goodwill |
4,721 |
|||
|
Total
assets |
$ |
8,776 |
||
|
Liabilities
and Stockholders’ Equity |
||||
|
Current
liabilities: |
||||
|
Accounts
payable |
$ |
561 |
||
|
Accrued
expenses |
155 |
|||
|
Accrued
payroll and related benefits |
1,746 |
|||
|
Client deposits |
651 |
|||
|
Bank
borrowings |
1,000 |
|||
|
Current
portion of notes payable |
2,637 |
|||
|
Total
current liabilities |
6,750 |
|||
|
Non-current
liabilities: |
||||
|
Notes
payable, net of current portion |
618 |
|||
|
Deferred
lease incentives |
51 |
|||
|
Total
non-current liabilities |
669 |
|||
|
Contingencies |
¾ |
|||
|
Stockholders’
equity: |
||||
|
Common
stock; $0.01 par value; 10,000 shares authorized; 1,250 shares
issued;
736
shares outstanding |
¾ |
|||
|
Treasury
stock |
(3,753 |
) | ||
|
Additional
paid-in capital |
1,584 |
|||
|
Notes
receivable for issuance of common stock |
(302 |
) | ||
|
Retained
earnings |
3,828 |
|||
|
Stockholders’
equity |
1,357 |
|||
|
Total
liabilities and stockholders’ equity |
$ |
8,776 |
||
|
Year
Ended
December 31,
2006 |
||||
|
Revenues
and reimbursable expenses: |
||||
|
Revenues |
$ |
24,331 |
||
|
Reimbursable
expenses |
2,067 |
|||
|
Total
revenues and reimbursable expenses |
26,398 |
|||
|
Direct
costs and reimbursable expenses (exclusive
of depreciation and amortization shown
in
operating expenses): |
||||
|
Direct
costs |
19,584 |
|||
|
Reimbursable
expenses |
2,067 |
|||
|
Total
direct costs and reimbursable expenses |
21,651 |
|||
|
Operating
expenses: |
||||
|
Selling,
general and administrative |
4,444 |
|||
|
Depreciation
and amortization |
86 |
|||
|
Total
operating expenses |
4,530 |
|||
|
Operating
income |
217 |
|||
|
Interest
expense, net |
(131 |
) | ||
|
Net
income |
$ |
86 |
||
|
Common
Stock |
Treasury
Stock |
Additional
Paid-In
Capital |
Notes
Receivable
for
Issuance
of
Common
Stock |
Retained
Earnings |
Stockholders’
Equity |
||||||||||||||
|
Balance
at December 31, 2005 |
$ |
¾ |
$ |
(3,967 |
) |
$ |
1,550 |
$ |
(145 |
) |
$ |
3,990 |
$ |
1,428 |
|||||
|
Net
income |
86 |
86 |
|||||||||||||||||
|
Issuance
of common stock in exchange
for notes receivable |
214 |
34 |
(248 |
) |
¾ |
||||||||||||||
|
Repayments
on notes receivable |
91 |
91 |
|||||||||||||||||
|
Dividends
paid |
(248 |
) |
(248 |
) | |||||||||||||||
|
Balance
at December 31, 2006 |
$ |
¾ |
$ |
(3,753 |
) |
$ |
1,584 |
$ |
(302 |
) |
$ |
3,828 |
$ |
1,357 |
|||||
|
Year
Ended December 31,
2006 |
||||
|
Net
income |
$ |
86 |
||
|
Adjustments
to reconcile net income to net cash provided by operating
activities: |
||||
|
Depreciation
and amortization |
86 |
|||
|
Allowances
for doubtful accounts |
50 |
|||
|
Changes
in operating assets and liabilities: |
||||
|
Decrease
in receivables from clients |
1,094 |
|||
|
Increase
in unbilled services |
(328 |
) | ||
|
Increase
in other current assets |
(13 |
) | ||
|
Increase
in deposits |
(5 |
) | ||
|
Increase
in accounts payable and accrued expenses |
448 |
|||
|
Increase
in accrued payroll and related benefits |
1,293 |
|||
|
Decrease
in client retainers |
(481 |
) | ||
|
Decrease
in deferred lease incentives |
(13 |
) | ||
|
Net
cash provided by operating activities |
2,217 |
|||
|
Cash
flows from investing activities: |
||||
|
Purchases
of fixed assets |
(200 |
) | ||
|
Net
cash used in investing activities |
(200 |
) | ||
|
Cash
flows from financing activities: |
||||
|
Borrowings
under line of credit |
1,000 |
|||
|
Repayments
on line of credit |
(264 |
) | ||
|
Repayments
on notes payable |
(1,147 |
) | ||
|
Dividends
paid |
(248 |
) | ||
|
Repayments
on notes receivable exchanged for issuances of common stock |
91 |
|||
|
Shares
repurchased |
(63 |
) | ||
|
Net
cash used in financing activities |
(631 |
) | ||
|
Net
increase in cash and cash equivalents |
1,386 |
|||
|
Cash
and cash equivalents: |
||||
|
Beginning
of the period |
1,147 |
|||
|
End
of the period |
$ |
2,533 |
||
|
Non-cash
financing activity: |
||||
|
Issuance
of common stock in exchange for notes receivable |
$ |
248 |
||
|
Issuance
of notes payable in exchange for shares repurchased |
$ |
254 |
||
|
Description |
Maturity |
Aggregate
Outstanding Principal |
Due
in
2007 |
Due
in
2008 |
Due
in
2009 |
Due
in
2010 |
|||||||||||||
|
6%
Promissory Notes |
June
2007 |
$ |
2,146 |
$ |
2,146 |
$ |
¾ |
$ |
¾ |
$ |
¾ |
||||||||
|
6%
Promissory Notes |
January
2008 |
428 |
214 |
214 |
¾ |
¾ |
|||||||||||||
|
6%
Promissory Notes |
May
2008 |
428 |
214 |
214 |
¾ |
¾ |
|||||||||||||
|
6%
Promissory Notes |
January
2010 |
253 |
63 |
63 |
63 |
64 |
|||||||||||||
|
Total |
$ |
3,255 |
$ |
2,637 |
$ |
491 |
$ |
63 |
$ |
64 |
|
Year |
Amount |
|||
|
2007 |
$ |
460 |
||
|
2008 |
253 |
|||
|
2009 |
111 |
|||
|
2010 |
102 |
|||
|
2011 |
53 |
|||
|
Thereafter |
45 |
|||
|
Total |
$ |
1,024 |
||