Exhibit 99.3
CONVERGENT CORPORATION
Unaudited Condensed Consolidated Interim Financial Statements
INTERIM FINANCIAL STATEMENTS
Basis of Presentation
The unaudited interim condensed consolidated financial statements of Convergent Corporation have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of management, reflect all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position at September 30, 2013 and their results of operations and their cash flows for the six months ended September 30, 2013 and 2012. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such SEC rules and regulations. Results of operations for the interim period are not necessarily indicative of those to be achieved for the full fiscal year. These condensed consolidated financial statements should be read in conjunction with the audited financial statements included herein for the year ended March 31, 2013.
Convergent Corporation
Unaudited Condensed Consolidated Balance Sheet
September 30, 2013
(in thousands, except share amounts)
Assets | | | | |
Current assets: | | | | |
Cash and cash equivalents | | $ | 358 | |
Accounts receivable (less allowance for doubtful accounts of $314) | | | 3,046 | |
Sales type lease receivable | | | 1,918 | |
Inventories | | | 4,127 | |
Deferred income taxes | | | 679 | |
Other current assets | | | 1,433 | |
Total current assets | | | 11,561 | |
| | | | | |
Property, plant and equipment, net | | | 4,467 | |
Intangible assets, net | | | 909 | |
Sales type lease receivable | | | 3,337 | |
Deferred income taxes | | | 428 | |
Total assets | | $ | 20,702 | |
| | | | | |
Liabilities and Stockholders’ Equity | | | | |
Current liabilities: | | | | |
Accounts payable | | $ | 1,045 | |
Accrued expenses | | | 687 | |
Customer deposits/deferred revenue | | | 1,002 | |
Payable to related party | | | 11,459 | |
Total current liabilities | | | 14,193 | |
Unearned interest income | | | 172 | |
Total liabilities | | | 14,365 | |
Commitments and contingencies | | | | |
Stockholder’s equity: | | | | |
Common stock, $.01 par value; 100 shares authorized; 100 shares issued and outstanding | | | 1 | |
Accumulated other comprehensive income | | | 70 | |
Additional paid-in capital | | | 6,344 | |
Retained earnings | | | (78 | ) |
Total stockholders’ equity | | | 6,337 | |
Total liabilities and stockholders’ equity | | $ | 20,702 | |
See accompanying notes to unaudited condensed consolidated interim financial statements.
Convergent Corporation
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income
for the Six Months Ended September 30, 2013 and 2012
(in thousands)
| | | 2013 | | | 2012 | |
| | | | | | | | | |
Net revenues | | $ | 13,510 | | | $ | 15,923 | |
Cost of sales | | | 10,333 | | | | 11,085 | |
Gross profit | | | 3,177 | | | | 4,838 | |
Operating expenses: | | | | | | | | |
Selling, general & administrative expenses | | | 5,124 | | | | 6,509 | |
Depreciation & amortization | | | 281 | | | | 211 | |
Total operating expenses | | | 5,405 | | | | 6,720 | |
Gain on sale or disposal of assets | | | - | | | | - | |
Loss from operations | | | (2,228 | ) | | | (1,882 | ) |
Interest, net | | | 136 | | | | 109 | |
Loss before income taxes | | | (2,092 | ) | | | (1,773 | ) |
Income tax benefit | | | 685 | | | | 585 | |
Net loss | | $ | (1,407 | ) | | $ | (1,188 | ) |
Currency translation adjustment: | | | | | | | | |
Unrealized net change arising during the period | | | 25 | | | | (23 | ) |
Comprehensive loss | | $ | (1,382 | ) | | $ | (1,211 | ) |
See accompanying notes to unaudited condensed consolidated interim financial statements.
Convergent Corporation
Unaudited Condensed Consolidated Statements of Cash Flows
for the Six Months Ended September 30, 2013 and 2012
(in thousands)
| | | 2013 | | | 2012 | |
| | | | | | | | | |
Cash flows from operating activities: | | | | | | | | |
Net loss | | $ | (1,407 | ) | | $ | (1,188 | ) |
Adjustments to reconcile net earnings to net cash provided by operating activities: | | | | | | | | |
Provision for doubtful accounts | | | — | | | | — | |
Depreciation and amortization | | | 281 | | | | 211 | |
Deferred income taxes | | | 160 | | | | (111 | ) |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts receivable and unbilled revenue | | | 1,750 | | | | 1,283 | |
Inventories | | | 758 | | | | 529 | |
Other accounts receivable | | | 7 | | | | 1 | |
Sales Type Lease Receivable | | | 1,137 | | | | 222 | |
Other current assets | | | (250 | ) | | | (150 | ) |
Accounts payable | | | (2,638 | ) | | | (617 | ) |
Accrued expenses | | | (50 | ) | | | 356 | |
Customer deposits/deferred revenue | | | (466 | ) | | | 504 | |
Income taxes receivable | | | (328 | ) | | | (722 | ) |
Net cash used in provided by operating activities | | | (1,046 | ) | | | 318 | |
Cash flows from investing activities: | | | | | | | | |
Capital expenditures | | | (291 | ) | | | (212 | ) |
Net cash used in investing activities | | | (291 | ) | | | (212 | ) |
Cash flows from financing activities: | | | | | | | | |
Due to related party | | | 730 | | | | (417 | ) |
Net cash provided by financing activities | | | 730 | | | | (417 | ) |
Effect of exchange rate changes on cash and cash equivalents | | | 5 | | | | 2 | |
Net increase in cash and cash equivalents | | | (602 | ) | | | (309 | ) |
Cash and cash equivalents at beginning of year | | | 960 | | | | 573 | |
Cash and cash equivalents at end of year | | | 358 | | | | 264 | |
Supplemental disclosure of cash paid for: | | | | | | | | |
Interest | | $ | — | | | $ | — | |
Income taxes | | $ | — | | | $ | 184 | |
See accompanying notes to unaudited condensed consolidated interim financial statements.
Convergent Corporation
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
($ amounts in thousands)
1. Basis of Presentation
Business Description
Convergent Corporation (the “Company” or “Convergent”), a Georgia corporation, is a wholly owned subsidiary of Sony Electronics Inc (“Sony”). The Company’s wholly owned subsidiary, Convergent Media Systems Corporation provides video integration services to the enterprise market and creates and delivers digital signage content to the digital out-of-home market. Convergent Corporation is a holding company and does not have any operations.
2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
All financial information contained herein is unaudited and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) the Company considers necessary for a fair presentation of financial position, results of operations and cash flows in accordance with accounting principles generally accepted in the United States.
Use of Management Estimates
The preparation of consolidated 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 and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results and changes in facts and circumstances may alter such estimates and affect results of operations and financial position in future periods.
Recently Issued Accounting Pronouncements
There are no recently issued accounting pronouncements which the Company believes will materially impact its consolidated financial statements.
3. Intangible Assets
Intangible assets subject to amortization consisted of the following at September 30, 2013:
| | | Useful life | | | Gross | | | Accumulated
amortization | | | Net | |
| | | (Years) | | | | | | | | | | | | | |
Intangible assets subject to amortization: | | | | | | | | | | | | | | | | |
Capitalized software development | | | 3 | | | $ | 601 | | | $ | 215 | | | $ | 386 | |
Work-in-process | | | | | | | 523 | | | | - | | | | 523 | |
Total | | | | | | $ | 1,124 | | | $ | 215 | | | $ | 909 | |
The Company amortizes internally developed software over the estimated useful life of 3 years, which resulted in amortization expense of $100 during the six months ended September 30, 2013. The Company’s estimated future amortization expense related to capitalized software development in service at September 30, 2013 is as follows:
For the year ending March 31, | Amortization Expense |
| | |
Remainder 2014 | $ 100 |
| | |
2015 | $ 200 |
| | |
2016 | $ 85 |
4. Accrued Expenses
The major components of current accrued expenses are as follows:
| | | September 30, 2013 | |
| | | | | |
Taxes payable other than income | | $ | 458 | |
Wages and benefits | | | 227 | |
Other | | | 2 | |
Total | | $ | 687 | |
5. Income Taxes
The effective tax rate (calculated as a ratio of income tax expense to pretax earnings) was approximately 32.7% and 33.0% for the six months ended September 30, 2013 and 2012, respectively. The effective tax rate differs from the statutory rates primarily as a result of differing foreign and U.S. tax rates applied to respective pre-tax earnings by tax jurisdiction. The Company’s estimated annual effective rate was lower in the six months ended September 30, 2013 compared to the comparable period of 2012 due to increased expenses that were not deductible for tax purposes.
The legal entity in which Convergent is included for consolidated tax purposes is, from time to time, under audit by various taxing authorities and several tax years are open at September 30, 2013. Therefore, it is reasonably possible that the amount of unrecognized tax benefits for tax positions taken regarding previously filed tax returns could significantly change in the next 12 months. However, based on the status of these examinations and the uncertainty surrounding the outcomes of audits and negotiations, it is not possible at this time to estimate the impact of such changes, if any. At September 30, 2013, there are no unrecognized tax benefits.
6. Related Party Transactions
The Company recognized revenues of $3,643 and $3,870 for sales to entities owned by its parent and reduced expenses by $311 and $311 during the six months ended September 30, 2013 and 2012, respectively for services it performed for which it was reimbursed by other entities owned by its parent. The Company purchased inventory of approximately $609 and $727 from other entities owned by its parent and received services resulting in expenses of $354 and $370 during the six months ended September 30, 2013 and 2012, respectively. The expenses charged to the company from the parent were to cover expenses related to insurance, tax preparation, network costs, application usage, payroll processing, general human resources functions, sales efforts as well as general oversight of the business. The intercompany payable balance of $11,459 at September 30, 2013 with the parent and all related entities consists of regular trade balances, payroll, inventory transfers, services performed by related parties and daily sweeping of cash balances. As of September 30, 2013 the company had outstanding checks of $484 included within Accounts Payable. In addition to this intercompany balance there is a receivable of $197 with the parent included within accounts receivable.
7. Financing Receivables
The following table presents financing receivables:
Net investment in sales-type leases | | September 30, 2013 | |
Current | | | 1,918 | |
Noncurrent | | | 3,337 | |
Net investment in sales-type leases related principally to the company’s sale of digital displays and are for terms ranging generally from 3 to 5 years. There are currently no allowance for credit losses as it is believed the entire balance will be collectible by the Company. The Company performs ongoing credit evaluations and provides an allowance for potential credit losses against the portion of financing receivables which is estimated to be uncollectible based on historical experience, current economic conditions, and management’s evaluation of outstanding financing receivables.
Scheduled maturities of minimum lease payments outstanding at September 30, 2013, are as follows:
Years ending March 31: | | Scheduled Payments | |
Remainder 2014 | | | 977 | |
2015 | | | 1,792 | |
2016 | | | 1,422 | |
2017 | | | 1,064 | |
Total | | $ | 5,255 | |
8. Contingencies and Concentrations
Concentrations
The Company’s sales to its ten largest customers for the six months ended September 30, 2013 and 2012 represented approximately 83% and 82%, respectively of total revenues. The ten most significant customer balances as of September 30, 2013 represented approximately 46% of the accounts receivable balance.
Litigation
The Company is involved, from time to time, in certain legal disputes in the ordinary course of business. No such disputes, individually or in the aggregate, are expected to have a material effect on its business or financial condition at September 30, 2013.
9. Summary by Geographical Area
Identifiable assets by geographical area are based on location of facilities.
Identifiable Assets: | | September 30, 2013 | |
United States | | $ | 19,065 | |
Canada | | | 1,637 | |
Total | | $ | 20,702 | |
10. Subsequent Events
In preparing these financial statements, management has evaluated events and transactions for potential recognition or disclosure through December 9, 2013, the date the financial statements were available for issue. Subsequent to the end of the year, on October 1, 2013 the Company was acquired by Ballantyne Strong, Inc.
