Exhibit 99.3
DIRECT EDI, LLC
BALANCE SHEETS
March 31, 2011 and 2010
(Unaudited; in thousands)
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| | March 2011 | | | March 2010 | |
ASSETS | | | | | | | | |
Current Assets | | | | | | | | |
Cash in Banks | | $ | 1,043 | | | $ | 461 | |
Accounts receivable | | | 173 | | | | 149 | |
Other current assets | | | 15 | | | | 16 | |
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Total Current Assets | | | 1,231 | | | | 626 | |
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Fixed Assets | | | | | | | | |
Furniture and Hardware | | | 79 | | | | 63 | |
Less accumulated depreciation | | | (38 | ) | | | (32 | ) |
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Total Fixed Assets | | | 41 | | | | 31 | |
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TOTAL ASSETS | | $ | 1,272 | | | $ | 657 | |
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LIABILITIES AND EQUITY | | | | | | | | |
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Current Liabilities | | | | | | | | |
Accounts payable and accrued expenses | | $ | 90 | | | $ | 53 | |
Prepaid fees | | | 87 | | | | 70 | |
Income taxes payable | | | 1 | | | | 1 | |
Deferred revenue | | | 498 | | | | 259 | |
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Total Current Liabilities | | | 676 | | | | 383 | |
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Long-Term Liabilities | | | | | | | | |
Deferred revenue | | | 674 | | | | 429 | |
Less: current portion | | | (498 | ) | | | (259 | ) |
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Total Long-Term Liabilities | | | 176 | | | | 170 | |
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TOTAL LIABILITIES | | | 852 | | | | 553 | |
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Equity | | | | | | | | |
Common stock | | | 3 | | | | 3 | |
Retained earnings | | | 417 | | | | 101 | |
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TOTAL EQUITY | | | 420 | | | | 104 | |
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TOTAL LIABILITIES AND EQUITY | | $ | 1,272 | | | $ | 657 | |
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See Accompanying Notes to Financial Statements
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DIRECT EDI, LLC
STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2011 and 2010
(Unaudited; in thousands)
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| | Three Months Ended | |
| | March 2011 | | | March 2010 | |
REVENUES | | $ | 1,255 | | | $ | 876 | |
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COST OF SALES | | | 334 | | | | 226 | |
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Gross Profit | | | 921 | | | | 650 | |
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OPERATING EXPENSES | | | | |
Sales and marketing expenses | | | 288 | | | | 209 | |
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Research and Development | | | 191 | | | | 147 | |
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General and Administrative | | | 224 | | | | 176 | |
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Total Expenses | | | 703 | | | | 532 | |
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Net Income Before Income Tax Expense | | $ | 218 | | | $ | 118 | |
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Less: State Franchise Tax Expense | | | 3 | | | | 1 | |
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Net Income | | $ | 215 | | | $ | 117 | |
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See Accompanying Notes to Financial Statements
2
DIRECT EDI, LLC
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For the Three Months Ended March 31, 2011 and 2010
(Unaudited; in thousands)
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| | Three Months Ended | |
| | March 2011 | | | March 2010 | |
COMMON STOCK | | | | | | | | |
Beginning Balance, December��31, 2010 and 2009 | | $ | 3 | | | $ | 3 | |
Common Stock Issued during three months | | | — | | | | — | |
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Common Stock, Ending March 31 | | $ | 3 | | | $ | 3 | |
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RETAINED EARNINGS | | | | | | | | |
Beginning Balance, December 31, 2010 and 2009 | | $ | 394 | | | $ | 22 | |
Stockholder Distributions during three months | | | (192 | ) | | | (38 | ) |
Net Income — Three months ending March 31 | | | 215 | | | | 117 | |
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Retained Earnings, Ending, March 31 | | $ | 417 | | | $ | 101 | |
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Total Stockholders’ Equity, March 31 | | $ | 420 | | | $ | 104 | |
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See Accompanying Notes to Financial Statements
3
DIRECT EDI, LLC
STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2011 and 2010
(Unaudited; in thousands)
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| | Three Months Ended | |
| | March 2011 | | | March 2010 | |
CASH FLOW FROM OPERATING ACTIVITIES | | | | | | | | |
Net Income — Three Months Ended March 31 | | $ | 215 | | | $ | 117 | |
Adjustment of Net Income to Net Cash from Operating | | | | | | | | |
Depreciation | | | 2 | | | | 2 | |
Changes in operating assets and liabilities | | | (25 | ) | | | 52 | |
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Net Cash Provided by Operating | | | 192 | | | | 171 | |
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CASH FLOW FROM INVESTING ACTIVITIES | | | | | | | | |
Acquisition of fixed assets | | | (5 | ) | | | (20 | ) |
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Net Cash (Used) by Investing | | | (5 | ) | | | (20 | ) |
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CASH FLOW FROM FINANCING ACTIVITIES | | | | | | | | |
Increase (Decrease) in deferred revenue — LT | | | 132 | | | | 23 | |
Distributions to owners | | | (192 | ) | | | (38 | ) |
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Net Cash (Used) by Financing | | | (60 | ) | | | (15 | ) |
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Net Increase in Cash | | | 127 | | | | 136 | |
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Beginning Cash — December 31, 2010 and 2009 | | | 916 | | | | 325 | |
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Ending Cash — March 31, 2011 and 2010 | | $ | 1,043 | | | $ | 461 | |
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Supplemental Disclosure Income Taxes Paid | | $ | 2 | | | $ | — | |
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See Accompanying Notes to Financial Statements
4
DIRECT EDI, LLC
Notes to Financial Statements (interim, unaudited)
For the Three Months Ended March 31, 2011 and 2010
Note 1.Basis of Presentation:
The accompanying unaudited financial statements of Direct EDI, LLC have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. It is in the opinion of management that the unaudited financial statements include all adjustments consisting of normal recurring accruals considered necessary for a fair presentation. Operating results of the three-month periods ended March 31, 2011 and 2010 are not necessarily indicative of the results that may be expected for the full fiscal year.
Estimates. The preparation 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 amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Note 2.Income Taxes:
For tax purposes, the Company has operated as an S Corporation through December 31, 2010. Effective January 1, 2011, the Company became an LLC. Accordingly all income and expenses have been reported to the shareholders, and the Company has no federal income tax liability or expense. California required certain minimum taxes on S Corporations and LLC’s, accordingly $3,000 of franchise tax was incurred for the three months ended March 31, 2011 and $1,000 for the three months ended March 31, 2010. The Company’s federal income tax returns are subject to examination by the Internal Revenue Service, generally for three years after they are filed, and by the California Franchise Tax Board, generally for four years after they are filed.
Note 3.Subsequent Events:
In May 2011, SPS Commerce, Inc. acquired substantially all of the assets of the Company.
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