EX-99.1 2 f8k112018a1ex99-1_creative.htm AUDITED FINANCIAL STATEMENTS OF ALLURE GLOBAL SOLUTIONS, INC. FOR THE YEARS ENDED MARCH 31, 2018 AND 2017

Exhibit 99.1

  

 

 

 

 

 

 

 

 

ALLURE GLOBAL SOLUTIONS, INC.

A WHOLLY OWNED SUBSIDIARY OF CHRISTIE DIGITAL SERVICES, INC.

 

FINANCIAL STATEMENTS

MARCH 31, 2018 AND 2017

 

 

 

  

 

 

 

 

 

 

 

 

 

  

ALLURE GLOBAL SOLUTIONS, INC.

A WHOLLY OWNED SUBSIDIARY OF CHRISTIE DIGITAL SERVICES, INC.

 

TABLE OF CONTENTS

 

  PAGE
Independent auditor’s report 1
   
Financial statements:  
   
Balance sheets 2
   
Statements of operations 3
   
Statements of changes in stockholder’s equity 4
   
Statements of cash flows 5
   
Notes to financial statements 6 - 17

 

 

 

  

Advisory Assurance Tax Private Client

 

INDEPENDENT AUDITOR’S REPORT

 

To the Board of Directors of

Allure Global Solutions, Inc.

 

We have audited the accompanying financial statements of Allure Global Solutions, Inc., a wholly owned subsidiary of Christie Digital Services, Inc. which comprise the balance sheets as of March 31, 2018 and 2017, the related statements of operations, changes in stockholder’s equity, and cash flows for the years then ended, and the related notes to the financial statements.

 

Management’s Responsibility for the Financial Statement

 

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditor’s Responsibility

 

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits 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 involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 

Opinion

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Allure Global Solutions, Inc. as of March 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

 

 

 

Atlanta, Georgia

September 17, 2018

 

Aprio, LLP Five Concourse Parkway, Suite 1000, Atlanta, Georgia 30328 404.892.9651                  Aprio.com

 

Independently Owned and Operated Member of Morison KSi

 

1

 

  

ALLURE GLOBAL SOLUTIONS, INC.

A WHOLLY OWNED SUBSIDIARY OF CHRISTIE DIGITAL SERVICES, INC.

 

BALANCE SHEETS

MARCH 31,

  

   2018   2017 
ASSETS
Current assets        
Cash and equivalents  $42,674   $387,165 
Accounts receivable - net   2,715,079    2,138,509 
Due from affiliate   1,082,515    143,221 
Inventories - net   351,937    296,037 
Income taxes receivable   -    50,693 
Prepaid expenses   69,116    54,370 
Total current assets   4,261,321    3,069,995 
Property and equipment - net   116,586    161,510 
           
Other assets          
Capitalized software development costs, net of accumulated amortization of $1,103,891 and $992,074, respectively   1,848,506    1,273,541 
Deferred income taxes, net   1,110,639    957,047 
Goodwill and other intangible assets   8,952,652    10,372,652 
Security deposits   7,308    7,308 
    11,919,105    12,610,548 
   $16,297,012   $15,842,053 
           
LIABILITIES AND STOCKHOLDER’S EQUITY          
           
Current liabilities          
Due to affiliate  $3,300,000   $- 
Accounts payable and accrued expenses   3,105,352    1,536,211 
Deferred revenue   1,765,323    2,015,800 
Total current liabilities   8,170,675    3,552,011 
           
Long-term liabilities          
Deferred income taxes   2,236,717    3,707,359 
           
Commitments and Contingencies          
           
Stockholder’s equity          
Common stock   -    - 
Additional paid-in capital   18,204,930    18,204,930 
Accumulated deficit   (12,315,311)   (9,622,247)
    5,889,620    8,582,683 
   $16,297,012   $15,842,053 

 

See auditors’ report and accompanying notes

 

2

 

  

ALLURE GLOBAL SOLUTIONS, INC.

A WHOLLY OWNED SUBSIDIARY OF CHRISTIE DIGITAL SERVICES, INC.

 

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,

 

   2018   2017 
Net revenues  $9,449,435   $11,047,034 
           
Costs and expenses:          
Direct costs of sales   7,377,550    5,192,782 
Operating expenses   5,743,667    6,507,932 
Depreciation and amortization   1,487,920    2,421,122 
    14,609,137    14,121,836 
Operating loss   (5,159,702)   (3,074,802)
           
Other income (expense)          
           
Interest income   55    199 
           
Interest expense   (41,270)   (719)
           
Total other income (expense)   (41,215)   (520)
           
Impairment of goodwill   -    (6,162,880)
           
Loss before income taxes   (5,200,917)   (9,238,202)
           
Income tax benefit   2,507,854    1,294,431 
           
Net loss  $(2,693,063)  $(7,943,771)

 

See auditors’ report and accompanying notes

 

3

 

  

ALLURE GLOBAL SOLUTIONS, INC.
A WHOLLY OWNED SUBSIDIARY OF CHRISTIE DIGITAL SERVICES, INC.

 

STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY
FOR THE YEARS ENDED MARCH 31,

 

   Shares   Common
Stock
   Additional
Paid-In
Capital
   Accumulated
Deficit
   Total
Stockholder’s
Equity
 
Balance at April 1, 2016   1   $       -   $18,204,930   $(1,678,476)  $16,526,454 
Net loss      -    -    -    (7,943,771)   (7,943,771)
Balance at March 31, 2017   1    -    18,204,930    (9,622,247)   8,582,683 
Net loss   -    -    -    (2,693,063)   (2,693,063)
Balance at March 31, 2018   1   $-   $18,204,930   $(12,315,310)  $5,889,620 

 

See auditors’ report and accompanying notes

 

4

 

  

ALLURE GLOBAL SOLUTIONS, INC.

A WHOLLY OWNED SUBSIDIARY OF CHRISTIE DIGITAL SERVICES, INC.

 

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED MARCH 31, 2018 AND 2017

 

   2018   2017 
Cash flows from operating activities        
Net loss  $(2,693,063)  $(7,943,771)
Adjustments to reconcile net loss to net cash provided / used by operating activities:          
Depreciation and amortization   1,646,134    2,647,337 
Impairment of goodwill   -    6,162,880 
Change in reserve for slow-moving and obsolete inventory   23,944    (73,252)
Change in allowance for doubtful accounts   342,000    (99,000)
Deferred income taxes   (1,624,234)   (1,300,685)
Change in operating assets and liabilities:          
Accounts receivable   (918,570)   (123,671)
Due from affiliate   (939,294)   6,255 
Inventories   (79,844)   165,302 
Income taxes receivable   50,693    339,552 
Prepaid expenses   (14,745)   39,008 
Accounts payable and accrued expenses   1,569,140    636,427 
Deferred revenue   (250,477)   (167,447)
           
Net cash (used) provided by operating activities   (2,888,316)   288,935 
           
Cash flows from investing activities          
Capitalization of software development costs   (733,179)   (439,676)
Purchases of property and equipment   (22,996)   - 
Net cash used by investing activities   (756,175)   (439,676)
           
Cash flows from financing activities Proceeds from due to affiliate   3,300,000    - 
Decrease in cash and cash equivalents   (344,491)   (150,741)
Cash and cash equivalents, beginning of year   387,165    537,906 
Cash and cash equivalents, end of year  $42,674   $387,165 
           
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION          
           
Cash paid during the years for:          
Interest  $-   $719 
Income taxes   -    - 

 

See auditors’ report and accompanying notes

 

5

 

  

ALLURE GLOBAL SOLUTIONS, INC.

A WHOLLY OWNED SUBSIDIARY OF CHRISTIE DIGITAL SERVICES, INC.

 

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2018 AND 2017

 

Note A

 

Summary of Significant Accounting Policies

 

Nature of Operations:

 

Allure Global Solutions, Inc., (the “Company”) is a global leader in helping companies connect and engage consumers by activating brands, environments, and experiences digitally. Allure’s visual communication and retail transaction solutions connect businesses, brands, and products with their consumers at points of influence and purchase, in a variety of environments. Leveraging dynamic digital signage integrations to drive new revenue streams and create differentiated brand experiences, the company’s suite of intelligent solutions integrate advanced analytics, exceptional creative, software, and hardware with business applications to deliver engaging data-driven experiences, activate brands, and achieve desired business outcomes. The Company’s software currently manages approximately 3,000 installations and 18,500 devices in 13 countries around the world. The Company provides product and service offerings specifically tailored for restaurants and bars, theatres, theme parks, convenience stores, stadiums and arenas, as well as other high traffic retail spaces. The Company’s vision is provide end-to-end planning, management, and support for innovative consumer engagement solutions such as digital menu boards, merchandisers, video walls and more. The Company is a wholly-owned subsidiary of Christie Digital Systems, Inc.

 

Basis of Presentation:

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP).

 

Estimates:

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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.

 

Concentrations of Credit Risk:

 

The Company grants credit to its customers during the normal course of business. The Company performs ongoing credit evaluations of its customers’ financial condition and generally requires no collateral from its customers.

 

6

 

  

ALLURE GLOBAL SOLUTIONS, INC.

A WHOLLY OWNED SUBSIDIARY OF CHRISTIE DIGITAL SERVICES, INC.

 

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2018 AND 2017

 

Note A

 

Summary of Significant Accounting Policies (Continued)

 

The Company maintains cash balances in financial institutions, which may at times exceed the amount insured by the Federal Deposit Insurance Corporation. Management continually monitors the soundness of these institutions and does not believe the Company is exposed to any significant credit risk related to cash and equivalents.

 

Cash and Cash Equivalents:

 

The Company considers cash on hand and deposits in banks as cash and equivalents for purposes of the statement of cash flows.

 

Accounts Receivable - Net:

 

Accounts receivable are generally due under normal trade terms requiring payment within 30 days from the invoice date. Unpaid accounts receivable do not bear interest and accounts receivable are stated at the amount billed to the customer. Customer account balances with invoices over 90 days old are considered delinquent.

 

Bad debts are provided using the allowance for doubtful accounts method based on historical experience and management’s evaluation of outstanding accounts receivable at the end of the year. The allowance for doubtful accounts totaled approximately $536,000 and $194,000 as of March 31, 2018 and 2017.

 

Revenue Recognition:

 

The Company requires that four basic criteria be met before revenue can be recognized for all transactions: (i) persuasive evidence of an arrangement exists; (ii) the price is fixed or determinable; (iii) collectability is reasonably assured; and (iv) product delivery has occurred.

 

The Company earns revenue from the sale of equipment, installation of equipment, consulting services related to the development of content, software licenses, and support and maintenance of software including technical customer support and bug fixes.

 

7

 

  

ALLURE GLOBAL SOLUTIONS, INC.

A WHOLLY OWNED SUBSIDIARY OF CHRISTIE DIGITAL SERVICES, INC.

 

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2018 AND 2017

 

Note A

 

Summary of Significant Accounting Policies (Continued)

 

Revenue Recognition (Continued)

 

Most of the Company’s contracts are multiple element arrangements. For such arrangements, each element should be accounted for separately over its respective service period, provided that there is vendor-specific objective evidence (VSOE) of fair value for the separate elements. The Company has established VSOE on the sale of equipment, the consulting services related to content development and the installation of the equipment. The Company recognizes revenue on the sale and installation of equipment when the installation is complete, and recognizes revenue on the content creation when the content is turned over to the customer. Within the licensing of software, revenue is primarily from (a) perpetual software licenses installed at customer premises which is controlled by a cloud-based software and (b) cloud based services license, which allows customers to upload new content to the on- premise installed solution and provides real time analytical data that the customer can leverage to optimize profitability. The perpetual software license is recognized over the estimated life of the customer. Cloud services are billed as a time-based license and the Company recognizes revenue from the cloud services over the contractual license period. The Company recognizes support and maintenance on a straight line basis over the contractual service period. Revenue is reported net of sales tax.

 

Deferred revenue consists of amounts billed to, or payments received from customers for software licenses, equipment, services and maintenance that have not met the criteria for revenue recognition.

 

Inventories:

 

Inventories consist principally of purchased materials and are recorded at the lower of cost or net realizable value. Inventory is valued using average costing method. The Company assesses slow- moving inventory based on management’s analysis of inventory levels and future marketability. As of March 31, 2018 and 2017, the allowance for slow-moving and obsolete inventory totaled $150,830 and $126,886.

 

8

 

  

ALLURE GLOBAL SOLUTIONS, INC.

A WHOLLY OWNED SUBSIDIARY OF CHRISTIE DIGITAL SERVICES, INC.

 

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2018 AND 2017

 

Note A

 

Summary of Significant Accounting Policies (Continued)

 

Property and Equipment:

 

Property and equipment are recorded at cost. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation or amortization is removed from the accounts, and any resulting gain or loss is reflected in the statement of income. Depreciation and amortization are computed using the straight-line method over their estimated useful lives as follows:

 

Autos 5 years
Office furniture 5 - 7 years
Computer hardware 5 years
Leasehold improvements 3 years
Computer software 3 years

 

Impairment of Long-Lived Assets:

 

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to their fair value, which is normally determined through analysis of the future net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount that the carrying amount of the assets exceeds the fair value of the assets. During the years ended March 31, 2018 and 2017, no impairment charges related to long-lived assets were recorded by the Company.

 

Intangible Assets:

 

Intangible assets consist of backlog, customer relationships, technology and trademarks and tradenames. Amortization is computed using the straight-line method. Backlog is amortized over 1 year. Customer relationships are amortized over 10 years. Technology is amortized over 7 years. Trademarks and tradenames are amortized over 10 years.

 

Capitalized Software Development Costs:

 

Software development costs are expensed as incurred until technological feasibility of the product is established. Development costs incurred subsequent to establishing technological feasibility are capitalized and are amortized on a straight-line basis over the estimated economic life of the product. Capitalization of computer software costs ceases and amortization begins when the product is available for general release to customers.

 

9

 

  

ALLURE GLOBAL SOLUTIONS, INC.

A WHOLLY OWNED SUBSIDIARY OF CHRISTIE DIGITAL SERVICES, INC.

 

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2018 AND 2017

 

Note A

 

Summary of Significant Accounting Policies (Continued)

 

Goodwill:

 

Goodwill is accounted for in accordance with FASB ASC 350, “Intangibles—Goodwill and Other” (“FASB ASC 350”), which requires goodwill and certain intangible assets be reviewed for impairment annually. Under FASB ASC 350, goodwill impairment occurs if the net book value of a reporting unit exceeds its estimated fair value. Based on an independent valuation, the recorded book value of goodwill exceeded the reporting unit’s fair value, and an impairment loss of $0 and $6,162,880 was recognized for the years ended March 31, 2018 and 2017, respectively.

 

Advertising and Marketing Costs:

 

Advertising and marketing costs are expensed when incurred and are included as a part of operating expenses in the accompanying statement of operations. These costs totaled $944,135 and $757,639 for the years ended March 31, 2018 and 2017, respectively.

 

Income Taxes:

 

The Company recognizes deferred income taxes to reflect the tax consequences of temporary differences between the assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes. A valuation allowance is provided, if necessary, to reduce deferred tax assets to a level, which more likely than not, will be realized.

 

On December 22, 2017, the U.S. enacted new tax reform legislation which reduced the corporate tax rate to 21% effective for tax years beginning January 1, 2018. Under ASC 740, the effects of new tax legislation are recognized in the period which includes the enactment date. As a result, the deferred tax assets and liabilities existing on the enactment date must be revalued to reflect the rate at which these deferred balances will reverse. Due to this rate reduction, the net deferred tax liability was reduced which resulted in a corresponding income tax benefit.

 

Research and Development:

 

Expenditures related to the development of new products and processes are expensed as incurred. Research and development expenses were $550,828 and $1,021,401 for the years ended March 31, 2018 and 2017, respectively.

 

10

 

  

ALLURE GLOBAL SOLUTIONS, INC.

A WHOLLY OWNED SUBSIDIARY OF CHRISTIE DIGITAL SERVICES, INC.

 

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2018 AND 2017

 

Note B

 

Accounts Receivable - Net

 

Accounts receivable consisted of the following at March 31,:

 

   2018   2017 
Trade accounts receivable  $3,250,225   $2,332,509 
Employee advances   854    - 
Less allowance for doubtful accounts   (536,000)   (194,000)
   $2,715,079   $2,138,509 

 

Note C

 

Property and Equipment - Net

 

Property and equipment- net consisted of the following at March 31,:

 

   2018   2017 
Automobiles  $134,028   $134,028 
Computer hardware   525,576    502,580 
Computer software   104,462    104,462 
Office furniture   148,401    148,401 
Leasehold improvements   10,148    10,148 
    922,615    899,619 
Less accumulated depreciation and amortization   (806,029)   (738,109)
   $116,586   $161,510 

 

Depreciation expense on property and equipment was $67,920 and $84,455 for the years ended March 31, 2018 and 2017, respectively, and is included in depreciation and amortization in the accompanying statement of income.

 

11

 

  

ALLURE GLOBAL SOLUTIONS, INC.

A WHOLLY OWNED SUBSIDIARY OF CHRISTIE DIGITAL SERVICES, INC.

 

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2018 AND 2017

 

Note D

 

Capitalized Software Development Costs

 

In 2011, the Company initiated a project to create a new point-of-sale product to replace the existing technology. The Company established technological feasibility in October 2011, and subsequently capitalized $232,848 related to development costs. In accordance with the Christie acquisition in 2015 (Note E), the Company recorded the project at fair market value of $109,494. The project was ready for general release to customers in March 2012, at which point capitalization of development costs ceased, and amortization of the capitalized software development costs began. Amortization expense related to this project was $33,264 for each of the years ended March 31, 2018 and 2017. During the year ended March 31, 2018, the Company determined that the product would no longer be sold and wrote-off the remaining unamortized balance of $30,492. These expenses are included in direct costs of sales in the accompanying statement of operations.

 

In 2014, the Company initiated a project to provide major enhancements to its primary digital signage content management software solution. The Company established technological feasibility in October 2014, and subsequently capitalized $182,204 related to development costs. In accordance with the Christie acquisition in 2015 (Note E), the Company recorded the project at fair market value of $180,685. The project was ready for general release to customers in October 2015, at which point capitalization of development costs ceased, and amortization of the capitalized software development costs began. Amortization expense related to this project was $36,441 for each of the years ended March 31, 2018 and 2017, and is included in direct costs of sales in the accompanying statement of operations.

 

In 2015, the Company initiated a project to re-write its content management software solution to, among other things, allow content to be driven by a rules engine. The Company established technological feasibility in January 2015, and subsequently capitalized $605,570 related to development costs. In accordance with the Christie acquisition in 2015 (Note E), the Company recorded the project at fair market value of $605,570. The project was ready for general release to customers in January 2016, at which point capitalization of development costs ceased, and amortization of the capitalized software development costs began. Amortization expense related to this project was $121,114 for each of the years ended March 31, 2018 and 2017, and is included in direct costs of sales in the accompanying statement of operations.

 

In 2016, the Company initiated a project to provide major enhancements, including operating system agnosticism and improved self-service functionality to its primary content management software solution. The Company established technological feasibility in January 2016, and capitalized $1,421,304 related to development costs through March 31, 2018, including $796,276 and $439,677 in the years ended March 31, 2018 and 2017, respectively. As of March 31, 2018 and 2017, the project was not ready for general release to customers. Accordingly, no amortization expense related to this project was recorded for the years ended March 31, 2018 and 2017.

 

12

 

  

ALLURE GLOBAL SOLUTIONS, INC.

A WHOLLY OWNED SUBSIDIARY OF CHRISTIE DIGITAL SERVICES, INC.

 

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2018 AND 2017

 

Note E

 

Goodwill and Intangible Assets

 

On November 5, 2015, the Company was acquired by Christie Digital Systems, Inc. for total purchase consideration of $18,205,000. The purchase consideration for the acquisition was allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair values. The resulting intangible assets consist of goodwill, backlog, customer relationships, technology, trademarks and trade names.

 

Goodwill of $7,207,755 has been assessed annually for impairment. Impairment charges for the years ended March 31, 2018 and 2017, were $0 and $6,162,881, respectively.

 

The intangible assets, other than goodwill, which total $12,800,000 are being amortized over periods ranging from one to ten years. Accumulated amortization and impairment charges of these intangible assets at March 31, 2018 and 2017, was $4,892,222 and $3,472,222, respectively.

 

Amortization expense for the years ended March 31, 2018 and 2017, was $1,420,000 and $2,336,667, respectively, and is included in depreciation and amortization in the accompanying statement of operations.

 

Intangible assets at March 31, 2018 and 2017, were as follows:

 

   Backlog   Customer
Relationships
   Technology   Trademarks and
Tradenames
   Goodwill   Total 
                         
April 1, 2016  $916,667   $4,305,556   $5,288,889   $1,153,333   $7,207,755   $18,872,200 
Impairment   -    -    -    -    (6,162,881)   (6,162,881)
Amortization   (916,667)   (500,000)   (800,000)   (120,000)   -    (2,336,667)
March 31, 2017   -    3,805,556    4,488,889    1,033,333    1,044,874    10,372,652 
Impairment   -    -    -    -    -    - 
Amortization   -    (500,000)   (800,000)   (120,000)   -    (1,420,000)
March 31, 2018  $-   $3,305,556   $3,688,889   $913,333   $1,044,874   $8,952,652 

 

Estimated future amortization expense is as follows:

 

Year Ending March 31  Amount 
2019  $1,420,000 
2020   1,420,000 
2021   1,420,000 
2022   1,420,000 
2023   1,108,889 
Thereafter   1,118,889 
   $7,907,778 

 

13

 

  

ALLURE GLOBAL SOLUTIONS, INC.

A WHOLLY OWNED SUBSIDIARY OF CHRISTIE DIGITAL SERVICES, INC.

 

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2018 AND 2017

 

Note F

 

Due to Affiliate

 

The Company has a revolving loan agreement with it’s parent company that provides for a maximum borrowing amount of $4,000,000, and that bears interest at a rate per annum equal to the rate announced by Bank of Tokyo-Mitsubishi UFJ, Ltd. as its prime rate, plus 50 basis points. The initial term for this facility was March 31, 2017, and the term automatically extends until the next anniversary date unless the lender gives written notice of it’s intention not to renew. All principal, interest, and other amounts payable under this agreement are payable on demand by lender. As of March 31, 2018 and 2017, the outstanding balance was $3,300,000 and $0, respectively. As of March 31, 2018 and 2017, outstanding accrued interest payable was $41,270 and $0, respectively.

 

Note G

 

Accounts Payable and Accrued Expenses

 

Accounts payable and accrued expenses consisted of the following at March 31,:

 

   2018   2017 
Accounts payable  $896,244   $464,558 
Accrued expenses:          
Bonuses   1,569,896    897,083 
Commissions   73,707    11,621 
Deferred rent   71,361    86,581 
Due to parent company   100,638    16,283 
Interest   41,270    - 
Miscellaneous   340,140    37,094 
Professional fees   4,294    19,294 
Sales taxes   7,801    3,697 
   $3,105,351   $1,536,211 

 

Note H

 

Deferred Revenue

 

Deferred revenue consisted of the following at March 31,:

 

   2018   2017 
Customer deposits  $780,733   $273,298 
Deferred revenue - maintenance and support   984,590    1,742,502 
   $1,765,323   $2,015,800 

 

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ALLURE GLOBAL SOLUTIONS, INC.

A WHOLLY OWNED SUBSIDIARY OF CHRISTIE DIGITAL SERVICES, INC.

 

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2018 AND 2017

 

Note I

 

Commitments and Contingencies

 

Lease Obligations

 

The Company leases office and warehouse space under multiple operating leases. Total rental expense was $288,783 and $269,075 for the years ended March 31, 2018 and 2017, respectively, and is included in operating expenses in the accompanying statement of operations.

 

The following is a schedule of future minimum lease payments under operating leases:

 

Year Ending March 31        
2019   $ 169,965  
2020     259,431  
2021     133,286  
    $ 562,682  

 

Litigation

 

The Company has legal proceedings arising from the normal course of business. The Company believes that the ultimate outcome of the proceedings will not have a material adverse impact on the Company’s financial position, results of operations, or cash flows.

 

Note J

 

Income Taxes

 

   2018   2017 
Current:        
Federal  $(904,989)  $68,497 
State   21,369    4,500 
           
Total   (883,620)   72,997 
           
Deferred:          
Federal   (1,576,486)   (1,155,357)
State   (47,748)   (212,071)
           
Total   (1,624,234)   (1,367,428)
           
Income tax benefit  $(2,507,854)  $(1,294,431)

 

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ALLURE GLOBAL SOLUTIONS, INC.

A WHOLLY OWNED SUBSIDIARY OF CHRISTIE DIGITAL SERVICES, INC.

 

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2018 AND 2017

 

Note J

 

Income Taxes (Continued)

 

For the year ended March 31, 2018 and 2017, the Company’s effective income tax rate varied from the statutory federal income rate principally due to research and development credits and certain expenses permanently non-deductible for tax purposes.

 

The approximate tax effects of cumulative temporary differences that give rise to deferred income tax assets (liabilities) at March 31, 2018 and 2017, are as follows:

 

   2018   2017 
Allowance for doubtful accounts  $134,333   $70,068 
Allowance for slow-moving and obsolete inventory   37,801    45,828 
Property and equipment   (63,817)   (189,566)
Net operating loss   93,760    6,691 
Accrued compensation   407,500    324,002 
Accrued expenses   17,884    31,271 
Intangible assets   (1,939,617)   (3,284,510)
Research and development tax credits   401,940    431,067 
Other   17,421    48,120 
Valuation allowance   (233,283)   (233,283)
Net deferred tax liability  $(1,126,078)  $(2,750,312)

 

At March 31, 2018 and 2017, the Company had research and development tax credits of $401,940 and $431,067 that expire in years beginning in 2019. As of March 31, 2018 and 2017, the Company recorded a $233,283 valuation allowance, respectively, due to the likelihood that the Company would not generate sufficient taxable income in the State of Georgia to fully utilize the unused tax credits.

 

Note K

 

Common Stock

 

The Company has 1,000,000 shares of $.001 par value common stock authorized, with one share issued and outstanding as of March 31, 2018 and 2017. The Company had 50,000,000 shares of $.001 par value preferred stock authorized, with no shares issued or outstanding as of March 31, 2017.

 

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ALLURE GLOBAL SOLUTIONS, INC.

A WHOLLY OWNED SUBSIDIARY OF CHRISTIE DIGITAL SERVICES, INC.

 

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2018 AND 2017

 

Note L

 

Related Party Transactions

 

The Company’s parent company provides information technology, engineering and project management, and other services to the Company from time-to-time. The Company has entered into a revolving loan agreement with its parent company (See note F).

 

Note M

 

Major Customers and Suppliers

 

For the year ended March 31, 2018, revenues from customers representing greater than 10% of total revenues included two customers with revenues aggregating approximately $5,187,000, or 55% of net revenues. Accounts receivable outstanding for the two customers totaled approximately $1,911,216, or 73% of net accounts receivable as of March 31, 2018.

 

For the year ended March 31, 2017, revenues from customers representing greater than 10% of total revenues included three customers with revenues aggregating approximately $6,719,000, or 62% of net revenues. Accounts receivable outstanding for the four customers totaled approximately $1,751,441, or 82% of net accounts receivable as of March 31, 2017.

 

For the year ended March 31, 2018, purchases from suppliers representing greater than 10% of total purchases included one supplier with purchases aggregating approximately $1,777,000, or 28% of total purchases. Accounts payable due to these suppliers totaled approximately $122,600, or 28% of accounts payable as of March 31, 2018.

 

For the year ended March 31, 2017, purchases from suppliers representing greater than 10% of total purchases included three suppliers with purchases aggregating approximately $1,222,000, or 40% of total purchases. Accounts payable due to these suppliers totaled approximately $55,900, or 24% of accounts payable as of March 31, 2017.

 

Note N

 

Subsequent Events

 

On May 30, 2018, the Company entered into a non-binding letter of intent to sell the outstanding stock of the Company. The transaction is contingent on various terms and conditions and is expected to close during the third quarter of calendar year 2018.

 

Subsequent events have been evaluated through September 17, 2018, the date which the financial statements were available to be issued.

 

 

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