Exhibit 99.3
Kiddopotamus and Company
Condensed Balance Sheet (Unaudited)
(In thousands of dollars)
| | March 31, 2008 | | March 31, 2007 | |
ASSETS | | | | | |
CURRENT ASSETS | | | | | |
Cash | | | | $ | 34 | |
Trade receivables, net of allowance for doubtful accounts of $198 as of March 31, 2008 and $199 as of March 31, 2007 | | $ | 2,284 | | 2,389 | |
Inventory | | 3,258 | | 1,419 | |
Prepaids and other current assets | | 470 | | 932 | |
Deferred tax assets | | 268 | | 269 | |
| | | | | |
TOTAL CURRENT ASSETS | | 6,280 | | 5,043 | |
Property and equipment, net | | 48 | | 55 | |
Goodwill | | 49 | | 49 | |
Other intangible assets, net | | 52 | | 33 | |
Other assets | | 2 | | 2 | |
| | | | | |
TOTAL ASSETS | | $ | 6,431 | | $ | 5,182 | |
| | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | |
CURRENT LIABILITIES | | | | | |
Line of credit | | $ | 218 | | $ | 790 | |
Accounts payable and accrued expenses | | 1,125 | | 881 | |
| | | | | |
TOTAL CURRENT LIABILITIES | | 1,343 | | 1,671 | |
Deferred tax liabilities | | 25 | | 25 | |
| | | | | |
TOTAL LIABILITIES | | 1,368 | | 1,696 | |
| | | | | |
STOCKHOLDERS’ EQUITY | | | | | |
Series A Convertible Preferred Stock; par value of $.01; 5,000,000 shares authorized, 4,090,021 shares issued and outstanding. | | 41 | | 41 | |
Common stock, par value of $.01 per share; 10,000,000 shares authorized, 5,000,000 shares issued and outstanding | | 50 | | 50 | |
Additional paid-in capital | | 2,357 | | 2,357 | |
Retained earnings | | 2,615 | | 1,038 | |
| | | | | |
TOTAL STOCKHOLDERS’ EQUITY | | 5,063 | | 3,486 | |
| | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 6,431 | | $ | 5,182 | |
F-1
Kiddopotamus and Company
Condensed Statement of Income (Unaudited)
(In thousands of dollars)
| | Three Months Ended March 31, 2008 | | Three Months Ended March 31, 2007 | |
Net revenues | | $ | 3,789 | | $ | 3,189 | |
Cost of goods sold | | 2,245 | | 1,912 | |
| | | | | |
GROSS PROFIT | | 1,544 | | 1,277 | |
Selling, general & administrative expenses | | 758 | | 696 | |
| | | | | |
OPERATING INCOME | | 786 | | 581 | |
| | | | | |
OTHER INCOME (EXPENSE) | | | | | |
Interest expense | | (27 | ) | (13 | ) |
Other income | | 64 | | | |
| | | | | |
INCOME BEFORE PROVISION FOR INCOME TAXES | | 823 | | 568 | |
| | | | | |
Income tax expense | | 262 | | 224 | |
| | | | | |
NET INCOME | | $ | 561 | | 344 | |
| | | | | | | |
F-2
Kiddopotamus and Company
Statements of Cash Flows
(Dollars in thousands)
| | Three Months Ended | |
| | March 31, 2008 | | March 31, 2007 | |
Cash flows from operating activities: | | | | | |
Net income | | $ | 561 | | $ | 344 | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities | | | | | |
Depreciation and amortization | | 6 | | 6 | |
Deferred taxes | | — | | — | |
Changes in assets and liabilities | | | | | |
Increase in trade receivables | | (14 | ) | (836 | ) |
Increase (decrease) in inventory | | (26 | ) | 254 | |
Increase in accounts payable and accrued expenses | | 392 | | 314 | |
Decrease (increase) in prepaids and other current assets | | 562 | | (365 | ) |
| | | | | |
Net cash provided by (used in) operating activities | | 1481 | | (283 | ) |
| | | | | |
Cash flows from investing activities: | | | | | |
Acquisitions of property and equipment | | (8 | ) | (33 | ) |
Acquisitions of intangible assets | | — | | — | |
| | | | | |
Cash used in investing activities | | (8 | ) | (33 | ) |
| | | | | |
Cash flows from financing activities: | | | | | |
Net borrowings (repayments) on line of credit | | (1532 | ) | 280 | |
| | | | | |
Net cash (used in) provided by financing activities | | (1532 | ) | 280 | |
| | | | | |
Net decrease in cash | | (59 | ) | (36 | ) |
Cash at beginning of period | | 59 | | 70 | |
| | | | | |
Cash at end of period | | $ | 0 | | $ | 34 | |
See notes to financial statements
F-3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying interim condensed financial statements of Kiddopotamus and Company are unaudited, but in the opinion of management, reflect all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results for the interim periods. Accordingly, they do not include all information and notes required by generally accepted accounting principles for complete financial statements. The results of operations for interim periods are not necessarily indicative of results to be expected for the entire fiscal year or any other period. These interim financial statements should be read in conjunction with the Company’s financial statements and notes for the year ended December 31, 2007 elsewhere in this document.
F-4