Exhibit 99.3
Direct Communications,
Incorporated
Financial Report
September 30, 2014
Contents
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Independent Auditor’s Report | 1 |
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Financial Statements |
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Balance Sheets | 2 |
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Statements of Income | 3 |
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Statements of Retained Earnings | 4 |
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Statements of Cash Flows | 5 |
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Notes to Financial Statements | 6-7 |
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Independent Auditor’s Report
To the Board of Directors
Direct Communications, Incorporated
Des Moines, Iowa
Report on the Financial Statements
We have audited the accompanying financial statements of Direct Communications, Incorporated which comprise the balance sheets as of September 30, 2014 and 2013, and the related statements of income, retained earnings and cash flows for the years then ended and the related notes to the financial statements.
Management’s Responsibility for the Financial Statements
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 from 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 accounting 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 audit opinion.
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Direct Communications, Incorporated as of September 30, 2014 and 2013, 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.
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Des Moines, Iowa
June 30, 2015
1
Direct Communications, Incorporated |
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Balance Sheets |
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September 30, 2014 and 2013 |
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| 2014 | 2013 |
Assets |
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Current Assets |
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Cash | $ 787,243 | $ 890,137 |
Trade receivables, less allowance for doubtful accounts |
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2014 $25,000; 2013 $20,000 | 397,609 | 422,825 |
Prepaid expenses | 16,635 | 7,243 |
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Total current assets | 1,201,487 | 1,320,205 |
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Leasehold Improvements and Equipment, net of accumulated |
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depreciation 2014 $328,693; 2013 $233,736 | 365,534 | 273,881 |
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Other Assets, income tax deposit | 32,612 | 11,299 |
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| $ 1,599,633 | $ 1,605,385 |
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Liabilities and Stockholders' Equity |
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Current Liabilities |
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Accounts payable and accrued expenses | $ 320,112 | $ 243,653 |
Deferred revenue | 105,483 | 84,769 |
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| 425,595 | 328,422 |
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Stockholders' Equity |
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Common stock, no par value, stated value $1 per share; authorized |
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100,000 shares; issued and outstanding 1,111 shares | 1,111 | 1,111 |
Additional paid-in capital | 10,814 | 10,814 |
Retained earnings | 1,162,113 | 1,265,038 |
| 1,174,038 | 1,276,963 |
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| $ 1,599,633 | $ 1,605,385 |
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See Notes to Financial Statements. |
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2
Direct Communications, Incorporated |
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Statements of Income |
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Years Ended September 30, 2014 and 2013 |
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| 2014 | 2013 |
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Earned revenue | $ 3,951,843 | $ 3,891,940 |
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Cost of earned revenue | 171,043 | 197,052 |
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Gross profit | 3,780,800 | 3,694,888 |
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Operating expenses | 3,328,725 | 3,263,459 |
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Operating income | 452,075 | 431,429 |
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Other income-contract cancellation fee | 155,000 | - |
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Net income | $ 607,075 | $ 431,429 |
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See Notes to Financial Statements. |
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3
Direct Communications, Incorporated |
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Statements of Retained Earnings |
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Years Ended September 30, 2014 and 2013 |
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| 2014 | 2013 |
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Balance, beginning of year | $ 1,265,038 | $ 921,609 |
Cash distributions | (710,000) | (88,000) |
Net income | 607,075 | 431,429 |
Balance, end of year | $ 1,162,113 | $ 1,265,038 |
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See Notes to Financial Statements. |
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4
Direct Communications, Incorporated |
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Statements of Cash Flows |
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Years Ended September 30, 2014 and 2013 |
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| 2014 | 2013 |
Cash Flows from Operating Activities |
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Net income | $ 607,075 | $ 431,429 |
Adjustments to reconcile net income to net cash provided by |
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operating activities: |
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Depreciation | 94,957 | 72,367 |
Bad debts | 44,774 | 41,549 |
Changes in working capital components: |
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Trade receivables | (19,558) | 46,605 |
Prepaid expenses | (9,392) | (441) |
Income tax deposit | (21,313) | 19,338 |
Accounts payable and accrued expenses | 76,459 | 8,992 |
Deferred revenue | 20,714 | 58,705 |
Net cash provided by operating activities | 793,716 | 678,544 |
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Cash Flows from Investing Activities, purchase of equipment | (186,610) | (143,897) |
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Cash Flows from Financing Activities, cash distributions | (710,000) | (88,000) |
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Net increase (decrease) in cash | (102,894) | 446,647 |
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Cash |
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Beginning | 890,137 | 443,490 |
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Ending | $ 787,243 | $ 890,137 |
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See Notes to Financial Statements. |
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5
Direct Communications, Incorporated
Notes to Financial Statements
Note 1.
Nature of Business and Significant Accounting Policies
Nature of business: Direct Communications, Incorporated (the Company) provides telemedia, electronic cataloging database development and internet delivery processes to customers throughout the United States.
A summary of the Company’s significant accounting policies follows:
Revenue recognition: Revenue is derived primarily from monthly fees associated with maintenance of developed databases. Obligations to provide customers with future services are deferred and recognized either over the term of the respective agreements or, in the case of revenue associated with specific services, upon performance of the service. The Company considers all arrangements with payment terms extending beyond 12 months not to be fixed or determinable.
Income from contract cancellation represents payment received from a counterparty whom cancelled a merger agreement that was originally entered into with the Company in 2013.
Accounting estimates and assumptions: The preparation of financial statements in accordance 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.
Trade receivables: Trade receivables are carried at original invoice amount less an estimate made for doubtful accounts based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received.
Leasehold improvements and equipment: Leasehold improvements and equipment are stated at cost. Depreciation is computed primarily by straight-line methods over useful lives of 3 to 7 years.
Concentration of credit risk:The Company maintains cash with a financial institution. Account balances were in excess of insured amounts during the years ended September 30, 2014 and 2013. The Company has experienced no losses as a result of the excess.
Subsequent events: Subsequent events have been evaluated through June 30, 2015, the date of financial statements.
Note 2.
Rent Commitments and Related Party Transactions
The Company leases a portion of its office premises under a noncancelable agreement which expires April 30, 2017, and requires a monthly payment of $3,802 plus normal maintenance, operating expenses, and property taxes.
The remaining portion of its office premises is leased under a noncancelable agreement with officer-stockholders which expires November 30, 2017, and requires a monthly rental payment of approximately $3,500 plus normal maintenance, operating expenses and property taxes.
The Company also leases office storage space under month-to-month operating lease agreements.
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Direct Communications, Incorporated
Notes to Financial Statements
Note 2.
Rent Commitments and Related Party Transactions (Continued)
Rent expense for the years ended September 30, 2014 and 2013 totaled approximately $93,000 and $85,000, respectively, of which $42,000 and $41,000 was paid to the officer-stockholders for the years ended September 30, 2014 and 2013, respectively.
Approximate future minimum payments under operating leases are as follows:
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Year Ending September 30: | Party | Other | Total |
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2015 | $ 43,000 | $ 46,000 | $ 89,000 |
2016 | 45,000 | 46,000 | 91,000 |
2017 | 46,000 | 27,000 | 73,000 |
2018 | 8,000 | - | 8,000 |
| $ 142,000 | $ 119,000 | $ 261,000 |
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Note 3.
Employee Benefits
The Company has a qualified 401(k) profit sharing plan covering all of its employees. The Company matches 25% up to the first 4% of employee contributions. The plan provides for additional contributions in such amounts as the Board of Directors may annually determine. The amounts charged to expense totaled approximately $5,700 and $7,200 for the years ended September 30, 2014 and 2013, respectively.
Note 4.
Income Tax Status
The Company, with the consent of its stockholders, elected to be taxed under sections of the federal and
state income tax laws which provide that, in lieu of corporate income taxes, the stockholders separately account for their pro rata shares of the Company’s items of income, deduction, losses and credits. Therefore, these statements do not include any provision for corporate income taxes.
The Company follows the accounting guidance for uncertainty in income taxes. Management has evaluated their material tax positions and determined no income tax effects with respect to the financial statements. The Company is no longer subject to U.S. federal or state income tax examinations by tax authorities for years prior to the year ended September 30, 2011. The Company has not been notified of any impending examinations by tax authorities, and no examinations are in process.
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