Exhibit 99.3
FiberSat Global
Services, LLC
Balance Sheet
(In thousands)
(Unaudited)
| September 30, 2004 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| CURRENT ASSETS | |||||
| Cash and cash equivalents | $ | 421 | |||
| Accounts receivable, net of allowance of $44 | 49 | ||||
| Prepaids and other current assets | 61 | ||||
| Total current assets | 531 | ||||
Property and equipment, net | 2,693 | ||||
| Security deposits | 4 | ||||
| Total assets | $ | 3,228 | |||
| LIABILITIES AND MEMBERS' EQUITY | |||||
| CURRENT LIABILITIES | |||||
| Accounts payable and accrued expenses | $ | 557 | |||
| Current portion of notes payable | 171 | ||||
| Current portion due to contractor | 150 | ||||
| Advances payable | 63 | ||||
| Current portion of customer security deposits | 82 | ||||
| Current portion of capital leases | 773 | ||||
| Deferred revenue | 56 | ||||
| Other liabilities | 277 | ||||
| Total current liabilities | 2,129 | ||||
Other long term payable | 77 | ||||
| Customer security deposits, net of current portion | 30 | ||||
| Capital leases, net of current portion | 181 | ||||
| Total liabilities | 2,417 | ||||
| Members' Equity | 811 | ||||
| Total members' equity | 811 | ||||
| Total liabilities and members' equity | $ | 3,228 | |||
See accompanying notes to financial statements
F-13
FiberSat Global
Services, LLC
Statement of Operations
(In thousands)
(Unaudited)
| For the Nine Months Ended | |||||
|---|---|---|---|---|---|
| September 30, 2004 | |||||
| Revenues: | $ | 2,567 | |||
| Cost of revenues | 740 | ||||
| Gross profit | 1,827 | ||||
| Operating Expenses: | |||||
| Selling, general and administrative | 981 | ||||
| Depreciation and amortization | 548 | ||||
| Impairment loss | 358 | ||||
| Total operating expenses | 1,887 | ||||
| Loss from operations | (60 | ) | |||
| Interest income | 2 | ||||
| Interest expense | (120 | ) | |||
| Net loss before income taxes | (178 | ) | |||
| Income tax expense | (5 | ) | |||
| Net loss | $ | (183 | ) | ||
See accompanying notes to financial statements
F-14
FiberSat Global
Services, LLC
Statement of Members' Equity
(In thousands)
(Unaudited)
| Class A |
Class B |
Class C |
Total Members' Equity | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at January 1, 2004 | $ | 1,717 | $ | (948 | ) | $ | 195 | $ | 964 | |||||
| Contributions | | | | | ||||||||||
| Allocation of Loss | (183 | ) | | | (183 | ) | ||||||||
| Unpaid Priority Payments | | | 30 | 30 | ||||||||||
| Balance at September 30, 2004 | $ | 1,534 | $ | (948 | ) | $ | 225 | $ | 811 | |||||
See accompanying notes to financial statements
F-15
FiberSat Global
Services, LLC
Statement of Cash Flows
(In thousands)
(Unaudited)
| For the Nine Months Ended | |||||
|---|---|---|---|---|---|
| September 30, 2004 | |||||
| Net loss | $ | (183 | ) | ||
| Adjustments to reconcile net income to | |||||
| net cash provided by operating activities: | |||||
| Depreciation and amortization | 548 | ||||
| Impairment loss | 358 | ||||
| Change in assets - (increase) decrease: | |||||
| Accounts receivable | 77 | ||||
| Other receivables | 256 | ||||
| Prepaid expenses | (3 | ) | |||
| Change in liabilities - increase (decrease): | |||||
| Accounts payable | (118 | ) | |||
| Accrued expenses | (9 | ) | |||
| Income taxes payable | (2 | ) | |||
| Customer deposits | (12 | ) | |||
| Deferred revenue | 38 | ||||
| Due to contractor | (120 | ) | |||
| Total adjustments | 1,013 | ||||
| Net cash provided by operating activities | 830 | ||||
| Cash flows from investing activities: | |||||
| Return of equipment to lessor | 176 | ||||
| Purchases of equipment & improvements | (11 | ) | |||
| Net cash used by investing activities | 165 | ||||
| Cash flows from financing activities: | |||||
| Payments of cash advances | (41 | ) | |||
| Payments of lease payables | (614 | ) | |||
| Payments of notes payable | (167 | ) | |||
| Members' equity contributions/GP accruals | 30 | ||||
| Net cash provided by financing activities | (792 | ) | |||
| Net increase in cash equivalents | 203 | ||||
| Cash and cash equivalents at beginning of period | 218 | ||||
| Cash and cash equivalents at end of period | $ | 421 | |||
| Supplemental cash flow information: | |||||
| Interest paid | $ | 72 | |||
| Taxes paid | $ | 7 | |||
See accompanying notes to financial statements
F-16
FIBERSAT GLOBAL
SERVICES, LLC
NOTES TO FINANCIAL STATEMENTS
(For the Nine Months
Ended September 30, 2004, Unaudited)
(In thousands)
Note 1. Organization and Nature of Operations
FiberSat Global Services, LLC (FiberSat or the Company), formerly known as McKibben Communications, was organized in California in August 1998. FiberSat, headquartered in Chatsworth, California provides satellite-based broadband video, data and Internet transmission and encryption services for multiple customers in the broadcast and cable television and communications industries, and also operates an outsourced Networks Operations Center.
Note 2. Summary of Significant Accounting Policies
Cash and Cash Equivalents
FiberSat considers all liquid assets with an initial maturity date that is less than 3 months from the date of purchase to be cash equivalents.
Financial instruments, which potentially subject FiberSat to concentrations of credit risk, to the extent they exceed federal depository insurance limits consist of cash and cash equivalents, and accounts receivable. FiberSat places its cash with high credit quality financial institutions. As of September 30, 2004, uninsured cash balances aggregated $370.
The Companys customer base is primarily composed of businesses throughout the United States. Allowances for doubtful accounts are recorded for estimated losses resulting from the inability of customers to make required payments. The amount of the reserves is based on historical experience and managements analysis of the accounts receivable balances outstanding. As of September 30, 2004, three customers accounted for 49%, 11% and 11% of year-to-date revenues and four customers accounted for 50%, 42%, 4%, and 3% of accounts receivable.
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the useful lives of the respective assets as follows:
| Useful Lives | |
|---|---|
| Computer equipment | 3 years |
| Technical equipment | 5 to 15 years |
| Office furniture and equipment | 5 years |
| Leasehold improvements | Lease term or useful life |
Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the improvement. Maintenance and repair costs are charged to expense as incurred.
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of
The Company reviews the recoverability of its long-lived assets on a periodic basis in order to identify business conditions which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Companys ability to recover the carrying value of its long-lived assets from expected future undiscounted cash flows. If the total expected future undiscounted cash flows are less than the carrying amount of the assets, a loss is recognized for the difference between the fair value (computed based upon the expected future discounted cash flows) and the carrying value of the assets.
F-17
FIBERSAT GLOBAL
SERVICES, LLC
NOTES TO FINANCIAL STATEMENTS
(For the Nine Months
Ended September 30, 2004, Unaudited)
(In thousands) Continued
During the period ended September 30, 2004, the Company decided to close its Sylmar, California teleport facility due to a reduction in the type of satellite transmission services provided from that location. The Company recorded an impairment loss for $358, reflecting the writedown of the Sylmar assets.
Revenue Recognition
FiberSat revenues are accounted for in accordance with Staff Accounting Bulletin No. 104 Revenue Recognition in Financial Statements (SAB No. 104). FiberSat revenues consist of satellite network monitoring and maintenance fees. These fees consist of monthly recurring billings pursuant to contracts, which are recognized as revenues in the month earned, and other billings which are recognized on a time and materials basis in the period in which the services were provided.
Deferred Revenues
The Companys customers occasionally make payments in the month prior to the month in which actual services are rendered. FiberSat records such payments as Deferred Revenues.
Income Taxes
The Company is a limited liability company, which is a pass-through entity for federal and state income tax purposes. The Companys income or loss is required to be reported by the Companys members on their applicable income tax returns.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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.
Recent Accounting Pronouncements
In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. SFAS No. 149 clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative as discussed in SFAS No. 133. In addition, it clarifies when a derivative contains a financing component that warrants special reporting in the statement of cash flows. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, except as specifically noted in SFAS No. 149. SFAS No. 149 should be applied prospectively. The adoption of SFAS No. 149 did not have a material impact on the Companys financial position, cash flows or results of operations.
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, except for
F-18
FIBERSAT GLOBAL
SERVICES, LLC
NOTES TO FINANCIAL STATEMENTS
(For the Nine Months
Ended September 30, 2004, Unaudited)
(In thousands) Continued
mandatorily redeemable financial instruments of nonpublic entities and the provisions of paragraphs 9 and 10 of SFAS No. 150 (and related guidance in the appendices), as they apply to mandatorily redeemable non-controlling interests, which were deferred by the FASB on October 29, 2003. The adoption of SFAS No. 150 did not have a material impact on the Companys financial position, cash flows or results of operations.
In November 2002, the EITF reached a consensus on EITF 00-21, Revenue Arrangements with Multiple Deliverables, related to the separation and allocation of consideration for arrangements that include multiple deliverables. EITF 00-21 requires that when the deliverables included in this type of arrangement meet certain criteria they should be accounted for separately as separate units of accounting. This may result in a difference in the timing of revenue recognition but will not result in a change in the total amount of revenues recognized in a bundled sales arrangement. The allocation of revenues to the separate deliverables is based on the relative fair value of each item. If the fair value is not available for the delivered items then the residual method must be used. This method requires that the amount allocated to the undelivered items in the arrangement is their full fair value. This would result in the discount, if any, being allocated to the delivered items. This consensus is effective prospectively for arrangements entered into in fiscal periods beginning after June 15, 2003. The adoption of EITF 00-21 did not have a material impact on the Companys financial position, cash flows or results of operations.
In January 2003, the FASB issued FIN No. 46, Consolidation of Variable Interest Entities an Interpretation of Accounting Research Bulletin No. 51. FIN No. 46 requires the primary beneficiary to consolidate a variable interest entity (VIE) if it has a variable interest that will absorb a majority of the entitys expected losses if they occur, receive a majority of the entitys expected residual returns if they occur, or both. FIN No. 46 applies immediately to VIEs created after January 31, 2003 and to VIEs in which the entity obtains an interest after that date. In October 2003, the FASB deferred the latest date by which all public entities must apply FIN No. 46 to all VIEs and potential VIEs, both financial and non-financial in nature, to the first reporting period ending after December 15, 2003. The adoption of FIN No. 46 in February 2003 did not have a material impact on the Companys financial position, cash flows or results of operations.
On December 17, 2003, the SEC issued Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition, which supercedes SAB No. 101, Revenue Recognition in Financial Statements. SAB No. 104s primary purpose is to rescind accounting guidance contained in SAB No. 101 related to multiple element revenue arrangements, superceded as a result of the issuance of EITF 00-21, Accounting for Revenue Arrangements with Multiple Deliverables. Additionally, SAB No. 104 rescinds the Revenue Recognition in Financial Statements Frequently Asked Questions and Answers issued with SAB No. 101 that had been codified in Staff Accounting Bulletin Topic 13, Revenue Recognition. The adoption of SAB No. 104 did not have any impact on the Companys financial position, cash flows or results of operations.
Note 3. Property and Equipment
Property and equipment consisted of the following as of September 30, 2004:
| Technical equipment | $ | 6,788 | |||
| Computer equipment | 376 | ||||
| Leasehold improvements | 566 | ||||
| Office furniture and equipment | 198 | ||||
| 7,928 | |||||
| Less: Accumulated depreciation | (5,235 | ) | |||
| Total property and equipment, net | $ | 2,693 | |||
F-19
FIBERSAT GLOBAL
SERVICES, LLC
NOTES TO FINANCIAL STATEMENTS
(For the Nine Months
Ended September 30, 2004, Unaudited)
(In thousands) Continued
Depreciation expense for the nine months ended September 30, 2004 was $548.
Note 4. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following as of September 30, 2004:
| Accounts payable | $ | 169 | |||
| Accrued compensation and benefits | 382 | ||||
| Taxes payable | 6 | ||||
| Total accounts payable and accrued expenses | $ | 557 | |||
Accrued compensation and benefits primarily relate to accrued employee bonuses, payroll and vacation costs.
Note 5. Notes Payable
A summary of Notes Payable is as follows as of September 30, 2004:
| 10% note payable to member, due upon call | $ | 91 | |||
| 10% note payable to member, due upon call | $ | 51 | |||
| 10% note payable to member, due upon call | $ | 29 | |||
| Less: Current portion | $ | (171 | ) | ||
| Notes payable, less current portion | $ | -0- | |||
During the period ended September 30, 2004, FiberSat has not made any payments for principal or interest on the notes due upon call.
Note 6. Other Liabilities
Other liabilities represents amounts owed for certain equipment purchased from an entity that ceased its business.
Note 7. Income Taxes
The Company is a limited liability company, which is a pass-through entity for federal and state income tax purposes. The Companys income or loss is required to be reported by the Companys members on their applicable income tax returns.
Note 8. Members Equity
FiberSats Second Amended and Restated Limited Liability Company Operating Agreement dated October 1, 2002 provides for capital contributions, allocation of net profits and net losses, distributions and priority (guaranteed) payments and other operating parameters for the Company.
The Company has three classes of membership units. The Class A member has the first liquidation preference. Class C units have an annual priority (guaranteed) payment that will continue until the Class C unit holders capital contribution amount is reduced to zero. This guaranteed payment is calculated at
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FIBERSAT GLOBAL
SERVICES, LLC
NOTES TO FINANCIAL STATEMENTS
(For the Nine Months
Ended September 30, 2004, Unaudited)
(In thousands) Continued
the three month LIBOR rate plus 250 basis points (determined monthly. The Class Cmember has a liquidation preference subordinate to the Class A member. Class B members have no priority payments and liquidation preferences are subordinate to Class A and Class C members. All members have voting rights, and no member is required to make any additional capital contributions to the Company. The Operating Agreement prescribes the allocation of profits and losses among Members. Per such provisions, the losses in the current accounting period have been allocated to Members that have a positive balance in their Capital Account.
Note 9. Commitments
Leases
The Company leases its corporate offices and two sites used for satellite transmission operations under noncancellable operating lease agreements, which expire in March 2007, June 2004 and September 2009, respectively. The Company does not account for increasing base rentals using a straight-line method over the lease term as the difference between the straight-line method and cash basis is not material. FiberSat also leases certain equipment for use in its satellite transmission and general business operations under noncancelable capital lease agreements that expire through May 2006.
Minimum future operating and capital lease payments as of September 30, 2004 are summarized as follows:
| Capital Leases |
Operating Leases | |||||||
|---|---|---|---|---|---|---|---|---|
| Year ending September 30, | ||||||||
| 2005 | $ | 642 | $ | 235 | ||||
| 2006 | 196 | 235 | ||||||
| 2007 | -- | 177 | ||||||
| 2008 | -- | 121 | ||||||
| 2009 | -- | 108 | ||||||
| Thereafter | -- | -- | ||||||
| Total minimum lease payments | $ | 838 | $ | 876 | ||||
| Less amount representing interest | 44 | |||||||
| Present value of net minimum lease payments, including current maturities of $601 | $ | 794 | ||||||
Total rent expense was $170 for the nine months ended September 30, 2004.
As of September 30, 2004 assets recorded under capitalized lease agreements included in property and equipment consists of the following:
| Computer equipment | $ | 70 | |||
| Machinery and equipment | 2,895 | ||||
| $ | 2,965 | ||||
| Less: Accumulated amortization | (1,590 | ) | |||
| Net assets under capital lease | $ | 1,375 | |||
F-21
FIBERSAT GLOBAL
SERVICES, LLC
NOTES TO FINANCIAL STATEMENTS
(For the Nine Months
Ended September 30, 2004, Unaudited)
(In thousands) Continued
Employment Agreements
FiberSat has an employment agreement with one executive which provides for compensation and certain other benefits. These agreements provides for a base salary as well as for completion bonus payments.
Other
During the period ended September 30, 2004, FiberSat made payments of $120 to a contractor as a part of a settlement agreement in connection with certain litigation initiated against the Company in 2001. At September 30, 2004 the Company had an outstanding balance of $150 payable to this contractor.
Note 10. Employee Benefit Plan
FiberSat maintains a 401(k) Plan that allows eligible employees to contribute up to 15% of their compensation, not to exceed the statutory limit. FiberSat does not match employee contributions. Employee contributions and related earnings vest immediately.
Note 11. Related Party Transactions
During the period ended September 30, 2004, the Company had certain transactions with Globecomm Systems, Inc, (GSI), a member of FiberSat. The Company had revenues of $584 related to services provided to GSI and its subsidiary and at September 30, 2004, the accounts receivable balance included $0 owed by GSI and its subsidiary.
GSI had sold certain equipment to FiberSat that was financed by a note payable to GSI. The remaining balance at September 30, 2004 on this note was $0. The nominal interest on this note was 10% and the company made payments of $179 for principal and interest during the period ended September 30, 2004. GSI also leased, to the Company certain capital equipment, on which the Company had an outstanding balance of $175 at September 30, 2004. The Company made lease payments of $34 during the period ended September 30, 2004. The Company also had a liability totaling $151 related to an equipment lease with GSI, which was terminated during the period ended September 30, 2004.
GSI had made certain cash advances to Company in previous years via a series of three promissory notes bearing interest at 10%. The company has not made any repayment on these notes and the total balance on these notes, including interest was $171 at September 30, 2004.
GSI advanced to the Company $100 against services to be provided by the Company to GSI and its subsidiary during 2002. There is no interest due on this advance and the Company made repayments of $37 against this advance during the period ended September 30, 2004.
The Company had outstanding trade accounts payable to GSI of $77 at September 30, 2004.
Note 12. Segment Information
FiberSat has adopted the provision of SFAS No. 131, Disclosure about Segments of an Enterprise and Related Information. SFAS No. 131 requires disclosures of selected segment-related financial information about products, major customers and geographic areas. The Company is principally engaged in the satellite-based transmission of data from its two California locations. Accordingly, the Company considers itself to operate in a single segment for purposes of disclosure under SFAS No. 131. The Companys chief operating decision-maker evaluates performance, makes operating decisions and
F-22
FIBERSAT GLOBAL
SERVICES, LLC
NOTES TO FINANCIAL STATEMENTS
(For the Nine Months
Ended September 30, 2004, Unaudited)
(In thousands) Continued
allocates resources based on financial data consistent with the presentation in the accompanying financial statements.
As of September 30, 2004, all of the Companys operations and assets were located in California.
Note 13. Subsequent Events
On November 17, 2004, substantially all of the assets, customer contracts, business operations, and certain liabilities of FiberSat were acquired by FiberSat Global Services, Inc., a wholly-owned subsidiary of Access Integrated Technologies, Inc. (AccessIT). In connection with the acquisition, AccessIT issued 540,000 shares of its restricted Class A Common Stock to the members, and paid $381 in cash to settle certain obligations of FiberSat.
F-23