TheStreet 8-K/A Directors' Report and Consolidated Financial Statements

Exhibit 99.2

Management Diagnostics Limited

Unaudited Consolidated Financial Statements

for the nine months ended 30 September 2014 and 2013

Company Number – 3714017 (England & Wales)

Management Diagnostics Limited

Unaudited Consolidated Profit and Loss Account

for the nine months ended 30 September 2014 and 2013

	Notes	2014			2013
		£			£
Turnover	2		4,579,548			4,579,321
Cost of sales			(55,501	)		(70,412	)
Gross profit			4,524,047			4,508,909
Administrative expenses	6&7		(4,328,592	)		(4,191,414	)
Operating profit	3		195,455			317,495
Interest and similar income	4		817			498
Profit on ordinary activities before taxation			196,272			317,993
Taxation	5		17,005			49,851
Profit on ordinary activities after taxation	15		179,267			268,141

All transactions arise from continuing operations.

The accompanying accounting policies and notes form an integral part of these financial statements.

Page 1

Management Diagnostics Limited

Unaudited Consolidated Statement of Total Recognised Gains and Losses

for the nine months ended 30 September 2014 and 2013

	Notes	2014		2013
		£		£
Profit for the period			179,267		268,141
Exchange gain / (loss)			20,053		(98,991	)
Total recognised gains and losses for the period			199,320		169,150

Page 2

Management Diagnostics Limited

Consolidated Balance Sheets

	Notes	September 30, 2014						December 31, 2013
		(unaudited)
		£			£			£			£
Fixed assets
Tangible assets	8					4,052,434						4,046,101
Current assets
Debtors	10		887,506						896,252
Cash at bank			1,176,625						1,408,124
			2,064,131						2,304,376
Creditors:amounts falling due within one year	11		(661,348	)					(670,133	)
Net current assets						1,402,783						1,634,243
Total assets less current liabilities						5,455,217						5,680,344
Deferred income	12					(2,606,641	)					(3,031,088	)
Net assets						2,848,576						2,649,256
Capital and reserves
Called up share capital	14					457,449						457,449
Share premium account	15					16,022,450						16,022,450
ESOP	18					(23,346	)					(23,346	)
Other reserves	15					559,618						559,618
Profit and loss account	15					(14,167,595	)					(14,366,915	)
	16					2,848,576						2,649,256

The accompanying accounting policies and notes form an integral part of these financial statements.

Page 3

Management Diagnostics Limited

Unaudited Consolidated Statement of Cash Flows

as at 30 September 2014 and 2013

	Notes	2014			2013
		(UNAUDITED)			(UNAUDITED)
		£			£
Net cash inflow from operating activities	17		317,463			357,402
Returns on investments and servicing of finance
Interest received			817			498
Taxation
Tax paid			(17,005	)		(49,851	)
Capital expenditure
Payments made to acquire tangible fixed assets			(532,774	)		(563,668	)
Net cash outflow			(231,499	)		(255,619	)
(Decrease) in cash	17		(231,499	)		(255,619	)

Page 4

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

1. Accounting policies

1.1 Accounting convention

The financial statements are prepared under the historical cost convention and in accordance with U.K generally accepted accounting principles and include the results of the Company's and the Group’s operations all of which are continuing.

The principal accounting policies of the Group are set out below and have remained unchanged from the previous year.

1.2 Basis of preparation

The group's business activities, together with the factors likely to affect its future development, are set out in the principal activities and review of business section.

The group’s strategy has been incorporated into detailed forecasts which have been subject to scrutiny and sensitivity analysis. After considering a number of factors which include robust renewal rates and the current sales pipeline, the Directors, in conjunction with the ability to manage the group's cost and cash resources, have a reasonable expectation that the parent company and the group will continue in operational existence for the foreseeable future. Accordingly they continue to adopt the going concern basis in preparing the accounts.

1.3 Basis of consolidation

The Group financial statements consolidate those of the Company and its operating subsidiaries, Boardex LLC and Boardex India Pvt Limited. MDL ESOP Limited has been consolidated by virtue of its deduction from shareholders’ funds. None of the Company’s dormant subsidiaries have been consolidated. Financial details for the subsidiaries that have not been consolidated are detailed in note 9.

1.4 Turnover

Turnover represents fees earned from the provision of services, including research. The company seeks to match income to services delivered by releasing revenues on a monthly basis over the term of the contract. In this regard the Company will take in account factors such as delivery timescales and / or acceptance criteria in determining if the release point for revenue should be anything other than the start date of the contract. Turnover is exclusive of VAT and other Sales Taxes.

1.5 Database

In accordance with accounting standards UITF 29 – Website development costs and FRS 15 – Tangible Fixed Assets, the Company has capitalised the costs of populating and developing its database as a tangible asset.

Page 5

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

1. Accounting policies (continued)

1.6 Tangible fixed assets and depreciation

Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life and is as follows:

Office equipment	-	Straight line over three years
Fixtures and fittings	-	Straight line over three years
Database (Technology)	-	Straight line over seven years
Database (Content)	-	Straight line over twenty years

1.7 Retirement benefits

The pension costs charged against operating profits are the contributions payable to defined contribution schemes in respect of the accounting period. Neither the company nor any subsidiary company operates a defined benefit scheme.

1.8 Research and development expenditure

With the exception of expenditure associated with the development of the Database (see note 1.5) research and development expenditure is charged to profits in the period in which it is incurred.

1.9 Foreign exchange gains and losses

Company: Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Any gains and losses arising on the settlement of any transactions are taken to the profit and loss account.

Group: The balance sheets of overseas subsidiaries are translated at the rate of exchange ruling at the balance sheet date. The profit and loss accounts of overseas subsidiaries are translated at the average rate of exchange for the financial year. Any exchange gains and losses arising on the retranslation of opening net assets and arising as a result of differences between average and year end exchange rates are shown in the Statement of Total Recognised Gains and Losses.

1.10 Operating lease payments

Rentals payable under operating leases are charged to the profit and loss account on a straight line basis of the lease term.

1.11 Provisions for liabilities and charges

A provision is recognised when the group has a legal or constructive obligation as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation.

Page 6

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

1. Accounting policies (continued)

1.12 Deferred taxation

Deferred tax is recognised on all timing differences where the transactions or events that give the group an obligation to pay more tax in the future, or a right to pay less tax in the future, have occurred by the balance sheet date. Deferred tax assets are recognised when it is more likely than not that they will be recovered. Deferred tax is measured using rates of tax that have been enacted or substantively enacted by the balance date.

1.13 Share based payments

With the exception of share options granted on 22 June 2012 all share options have been granted over issued shares held by the ESOP (see note 18).

The fair value of the employee services received in exchange for the grant of options is recognised as an expense. The total amount to be expensed rateably over the vesting period is determined by reference to the fair value of the options at the grant date, excluding the impact of any non-market vesting conditions. Non-market vesting conditions are included in the assumptions about the number of options that are expected to become exercisable. This estimate is revised at each balance sheet date and the difference is charged or credited to the profit and loss account, with a corresponding adjustment to equity. The proceeds received on exercise of the options (net of any directly attributable transaction costs) are credited to equity.

2.	Turnover	2014		2013
		£		£
	By geographic market:
	UK and Europe		1,985,616		2,019,780
	North America		2,593,932		2,559,541
			4,579,548		4,579,321
3.	Operating profit		2014		2013
			£		£
	Operating profit is stated after charging / (crediting):
	Depreciation of tangible assets		511,321		543,959
	Operating lease payments (land & buildings)		268,463		282,414

Page 7

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

4.	Interest and similar income	2014			2013
		£			£
	Bank interest		817			498
			817			498
5.	Tax charge on profit on ordinary activities
			2014			2013
			£			£
	Corporation tax at 20% (2013 - 20%)		-			-
	Overseas tax		117,914			49,851
	Prior year tax credit		(100,909	)		-
			17,005			49,851

The tax credit assessed for the period is lower than small profit rate of corporation tax in the UK of 20% (2013 - 20%). The differences are explained as follows:

	2014		2013
	£		£
Profit on ordinary activities before taxation		196,272		317,993

Profit on ordinary activities multiplied by small profit rate of corporation tax in the UK of 20% (2013 - 20%)

	39,255		63,499
Effect of:
Other timing differences	(39,255	)	(63,499	)
Overseas tax	117,914		49,851
Prior year tax credit	(100,909	)	-
Current taxation for the period	17,005		49,851

Unrelieved tax losses of approximately £11m (2013: £11m) remain available to offset against future taxable trading profits.

Page 8

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

6.	Employees	2014	2013
		£	£
	Staff costs during the period (including directors) were as follows:
	Wages and salaries	2,482,155	2,360,478
	Social security costs	222,659	201,234
	Pensions and other costs	83,661	83,801
		2,788,475	2,645,513

The average number of employees during the period was 288 (2013: 284).

Research and development	264	260
Administration, sales and customer support	24	24
	288	284

7.	Directors' emoluments	2014	2013
		£	£
	Emoluments	734,344	657,010
	Pension scheme contributions	32,375	28,162
		766,719	685,622
	Highest paid director:
	Emoluments	242,196	234,147
	Pension scheme contributions	13,650	13,650
		255,846	247,797

During the period, 3 directors (2013: 3) participated in money purchase pension schemes.

Page 9

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

8. Tangible assets

Group			Fixtures		Office
	Database		and fittings		equipment		Total
	£		£		£		£
Cost
At 1 January 2014		8,601,586		568,126		1,090,776		10,260,488
Additions		498,575		-		17,628		516,203
Exchange adjustments		-		2,399		3,846		6,245
At 30 September 2014		9,100,161		570,525		1,112,250		10,782,936
Depreciation
At 1 January 2014		4,638,998		533,516		1,041,873		6,214,387
Charge for the year		506,060		-		5,261		511,321
Exchange adjustments		-		1,706		3,088		4,794
At 30 September 2014		5,145,058		535,222		1,050,222		6,730,502
Net book value
At 30 September 2014		3,955,103		35,303		62,028		4,052,434
At 31 December 2013		3,962,588		34,610		48,903		4,046,101

Database costs comprise internal costs that have been capitalised.

Page 10

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

9. Investments

The Company owns 100% of the share capital of MDL ESOP Limited, a company incorporated in the UK. The Company holds 2 shares with a nominal value of £1 each.

The Company owns 100% of the share capital of Boardex Limited, a company incorporated in the UK. The Company holds 2 shares with a nominal value of £1 each.

The Company owns 100% of the share capital of Boardex.com Limited, a company incorporated in the UK. The Company holds 2 shares with a nominal value of £1 each.

The Company owns 100% of the share capital of Boardex India Private Limited, a company incorporated in India which carries out data compilation and quality assurance in relation to the database. The Company holds 99,980 shares with a nominal value of INR10 each (£12,497). At 30 September 2014 the net assets of Boardex India Private Limited were £749,518 (2013: £669,152).

The Company owns 100% of the share capital of Boardex LLC, a company incorporated in the USA which carries out product marketing on behalf of the Company. The Company holds 10 shares with a nominal value of US$1 each (£6). At 30 September 2014 the net assets of Boardex LLC were £218,173 (2013: £92,239).

At 30 September 2014 the aggregate capital and reserves of MDL ESOP Limited was £(2,766) (2013: £(2,766)). This represents the cost of shares held by the ESOP less the amounts owed to the Company. The result for the period then ended was £nil (2013: £nil).

Boardex Limited and Boardex.com Limited are dormant companies.

Please see note 18 for additional information regarding MDL ESOP Limited.

Page 11

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

10.	Debtors
		2014		2013
		£		£
	Trade debtors		519,935		606,169
	Other debtors		33,410		33,314
	Prepayments		334,161		256,769
			887,506		896,252

11.	Creditors: amounts falling due within one year
		2014		2013
		£		£
	Trade creditors		40,110		21,517
	Other taxes and social security		404,168		379,534
	Accruals		217,070		269,082
			661,348		670,133
12.	Deferred income
			2014		2013
			£		£
	Service subscriptions		2,606,641		3,031,805

Service subscriptions are by way of an annual user licence. The Company seeks to match income to services delivered by releasing revenues on a monthly basis across the term of the contract. Amounts relating to the unexpired period of contracts are held as deferred income.

13. Obligations under operating leases

	Land and Buildings
	2014		2013
	£		£
Operating leases which expire; Within one year		250,760		281,703
		250,760		281,703

Page 12

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

14. Share capital

	2014		2013
	£		£
Authorised
1,500,000 Preferred Ordinary shares of 10p each		150,000		150,000
2,500,000 Ordinary ‘A’ shares of 10p each		250,000		250,000
2,000,000 Ordinary ‘B’ shares of 10p each		200,000		200,000
1,000 Ordinary ‘C’ shares of 10p each		100		100
1,000,000 Deferred Shares of 0.001p each		1,000		1,000
		601,100		601,100
Allotted and fully paid
884,456 Preferred Ordinary shares of 10p each		88,446		88,446
2,199,294 Ordinary ‘A’ shares of 10p each		219,929		219,929
1,222,183 Ordinary ‘B’ shares of 10p each		122,218		122,218
1,000 Ordinary ‘C’ shares of 10p each		100		100
		430,693		430,693
Allotted and nil paid
267,559 Ordinary ‘B’ shares of 10p each		26,756		26,756
		457,449		457,449

Rights associated with the Preferred Ordinary shares, the Ordinary ‘A’ shares, the Ordinary ‘B’ shares, the Ordinary ‘C’ shares and the Deferred Shares are documented in the Company’s Articles of Association.

The Company has undertaken to issue up to 203,367 new Ordinary ‘B’ shares to satisfy the potential exercise of Share Options which were granted on 22 June 2012.

Page 13

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

15. Share premium account and reserves

			Share		Profit and
	Other		Premium		Loss
	Reserves		Account		Account
	£		£		£
At 1 January 2014		559,618		16,022,450		(14,366,915	)
Retained profit for the period		-		-		179,267
Exchange adjustment		-		-		20,053
At 30 September 2014		559,618		16,022,450		(14,167,595	)

16. Reconciliation of movements in shareholders' funds

	2014		2013
	£		£
Opening shareholders’ funds		2,649,256		2,278,115
Profit for the financial period		179,267		484,722
Exchange adjustment		20,053		(113,581	)
Closing shareholders’ funds		2,848,576		2,649,256

Page 14

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

17.	Notes to the statement of cash flows
	Reconciliation of operating profit to net cash inflow from operating activities

	2014			2013
	£			£
Operating profit		195,455			317,495
Change in debtors		8,746			343,064
Change in creditors		(8,785	)		(9,368	)
Change in deferred income		(424,447	)		(743,507	)
Depreciation		511,321			543,959
Exchange differences		35,173			(79,659	)
Net cash inflow from operating activities		317,463			357,402

Reconciliation of net cash flow to movement in net funds

	2014			2013
	£			£
(Decrease)/Increase in cash		(231,499	)		(255,619	)
Net funds brought forward		1,408,124			1,075,415
Net funds carried forward		1,176,625			819,796

Analysis of changes in net funds

	At 1 Jan 2014		Cash Flow			At 30 Sept 2014
	£		£			£
Cash at bank and in hand		1,408,124		(231,499	)		1,176,625
		1,408,124		(231,499	)		1,176,625

Page 15

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

18. MDL ESOP Limited

MDL ESOP Limited (the “ESOP”) was established as a subsidiary of the Company to encourage and facilitate the acquisition and holding of securities by or for the benefit of employees, former employees and relatives of employees of the Company.

Pursuant to a loan facility made available by the Company, the ESOP has subscribed to 233,442 Ordinary ‘B’ shares (2013 - 233,442 Ordinary ‘B’ shares) in the Company and is able to offer to eligible employees options over such shares at the prevailing market price.

The allocation and distribution of such options is at the discretion of the Directors of the ESOP in their capacity as Trustees of the ESOP which is constituted as a Trust Fund. The Trust Fund and the income thereof is held by the Trustees for the benefit of the beneficiaries in accordance with the terms of the Trust Deed. The Trustees are required to keep accurate accounts of the Trust Fund and may have them audited annually by a firm of professionally qualified accountants selected by the Trustees and approved by the Board. The Trustees are not required to engage in the management or conduct of the business of any company whose shares or securities constitute the whole or part of the Trust Fund. The Trustees may pay out of capital or income (at the Trustees discretion) any expenses properly incurred in connection with the administration of the Trust Fund.

In accordance with UITF 38, the investment in own shares relating to MDL ESOP Limited as at 30 September 2014 of £23,346 (2013: £23,346) has been presented as a deduction in arriving at shareholders’ funds.

Page 16

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

18. MDL ESOP Limited (continued)

During the year the group had share option schemes falling within the scope of FRS 20. With the exception of the share options granted on 22 June 2012 all share options under these schemes have been granted over issued shares held by the ESOP. The options were granted with a fixed exercise price equal to the market price of the shares at the date of grant. Exercise of options is subject to continued employment within the group. There are no other conditions attached to the options. Options were valued using the Black-Scholes option pricing model rather than a valuation of the employee services. The expected volatility is based on historic group volatility or an approximation thereto.

Details of the arrangements are described below:

	Options at	Options at	Options at
	£5.14	£3.50	£0.10
Grant Date(s)	June '12	Aug '06 - Jan '07	Mar '05 - Jan '07
Number of options granted	254,638	160,505	13,307
Share Price at date of grant	£5.14	£3.50	£0.10 - £14.00
Exercise price	£5.14	£3.50	£0.10
Vesting Date(s)	Immediate	Aug '09 - Jan '10	Mar '08 - Jan '10
Expiry Date(s)	June '22	Aug '15 - Jan '16	Mar '11 - Jan '16
Expected life	4.5 Yrs	4.5 Yrs	4.5 Yrs
Expected volatility	37%	37%	37%
Risk free interest rate	5%	5%	5%
Expected dividend yield	nil	nil	nil
Expected departures at 30 Sept 2014	10%	10%	10%
Fair value per option	£0.00	£1.34	£0.00 - £13.90

Page 17

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

18. MDL ESOP Limited (continued)

With the exception of most of the share options granted on 22 June 2012 all share options have been granted over issued shares held by the ESOP.

A reconciliation of the movements in the number of share options is summarised as follows:

				2014					2013
				Weighted					Weighted
	2014			average		2013			average
	Number of			exercise		Number of			exercise
	options			price		options			price
Outstanding at 1 January		436,769					436,809
Granted		-					-
Exercised		-					-
Lapsed		(8,319	)				(40	)
Outstanding at 30 September		428,450		£	4.37		436,769		£	4.36
Exercisable at period end		428,450					436,769

For options outstanding at the year end, the range of exercise prices and average remaining contractual life was as follows:

			2014				2013
			Average				Average
	2014		remaining		2013		remaining
	Number of		contractual		Number of		contractual
Exercise price	options		life		options		life
£0.10		13,307				15,806
£3.50		160,505				160,505
£5.14		254,638				260,458
		428,450		n/a		436,769		n/a

Page 18

Management Diagnostics Limited

Notes to the Unaudited Financial Statements

for the nine months ended 30 September 2014 and 2013

19. Capital commitments

The group did not have any capital commitments at 30 September 2014 nor at 30 September 2013.

20. Contingent liabilities

The group did not have any contingent liabilities at 30 September 2014 nor at 30 September 2013.

21. Related party disclosure

The company provides IT support services to Sainty Hird and Partners Limited, a company of which JL Sainty is a director. The company charges £45,000 for these services and the contract terminated at the end of August 2014.

Page 19