EXHIBIT 99.1













                          PALM COAST DATA HOLDCO, INC.

                        Consolidated Financial Statements

           As of June 30, 2006 and for the period from August 10, 2005
                      (Date of Inception) to June 30, 2006

                   (With Independent Auditors' Report Thereon)



                                       1


                          PALM COAST DATA HOLDCO, INC.

                        Consolidated Financial Statements

                        June 30, 2006 and August 10, 2005
                               (Date of Inception)



                                Table of Contents



                                                                            Page

Independent Auditors' Report ..........................................        3

Consolidated Balance Sheet as of June 30, 2006 ........................        4

Consolidated Statement of Operations for the period from
  August 10, 2005 (date of inception) to June 30, 2006 ................        5

Consolidated Statement of Shareholders' Equity for the period from
  August 10, 2005 (date of inception) to June 30, 2006 ................        6

Consolidated Statement of Cash Flows for the period from
  August 10, 2005 (date of inception) to June 30, 2006 ................        7

Notes to Consolidated Financial Statements ............................   8 - 15


                                       2



                          Independent Auditors' Report



The Board of Directors of
Palm Coast Data Holdco, Inc.


We have audited the accompanying  consolidated  balance sheet of Palm Coast Data
Holdco,  Inc. and its  subsidiary  (the  Company) as of June 30,  2006,  and the
related  consolidated  statement of operations,  shareholders'  equity, and cash
flows for the period from August 10, 2005 (date of  inception) to June 30, 2006.
These consolidated  financial statements are the responsibility of the Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audit.

We conducted our audit 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 of material misstatement. An audit includes consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the  effectiveness  of the Company's  internal  control
over  financial  reporting.  Accordingly,  we express no such opinion.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the  financial  position of Palm Coast Data
Holdco,  Inc. and its  subsidiary as of June 30, 2006,  and the results of their
operations  and their cash flows for the period  from  August 10,  2005 (date of
inception) to June 30, 2006 in conformity with accounting  principles  generally
accepted in the United States of America.


/s/ KPMG LLP


St. Louis, Missouri
November 29, 2006

                                       3

                          PALM COAST DATA HOLDCO, INC.
                           Consolidated Balance Sheet
                                  June 30, 2006
                        (In thousands, except share data)
                                                                        June 30,
          Assets                                                         2006
                                                                       ---------
Current assets:
  Cash .............................................................   $  2,105
  Accounts receivable, net of allowance of $26 .....................      8,744
  Postage deposits .................................................        111
  Prepaid expenses and other assets ................................        934
                                                                       --------
                 Total current assets ..............................     11,894
Property, plant, and equipment, net ................................     16,210
Goodwill ...........................................................     25,932
Intangible assets, net .............................................     19,284
Deferred financing costs, net ......................................        945
Other ..............................................................        467
                                                                       --------
                 Total assets ......................................   $ 74,732
                                                                       ========
          Liabilities and Shareholders' Equity

Current liabilities:
  Accounts payable .................................................   $  1,584
  Accrued expenses .................................................      4,355
  Advances from customers ..........................................      2,163
  Current portion of long-term debt ................................      1,969
                                                                       --------
                 Total current liabilities .........................     10,071
Long-term debt, less current portion ...............................     43,783
Deferred compensation ..............................................      2,196
                                                                       --------
                 Total liabilities .................................     56,050
                                                                       --------
Shareholders' equity:
  Common stock class A, $0.01 par value. Authorized
    3,030.9 shares; issued 1,311.1 shares ..........................         --
  Common stock class B, $0.01 par value. Authorized
    23,663.9 shares; issued 21,742.5 shares ........................         --
  Additional paid-in capital .......................................     23,054
  Accumulated deficit ..............................................     (4,372)
                                                                       --------
                 Total shareholders' equity ........................     18,682
                                                                       --------
                 Total liabilities and shareholders' equity ........   $ 74,732
                                                                       =========
See accompanying notes to consolidated financial statements.

                                       4


                          PALM COAST DATA HOLDCO, INC.
                      Consolidated Statement of Operations
        Period from August 10, 2005 (date of inception) to June 30, 2006
                                 (In thousands)

Revenue ....................................................           $ 45,513
Cost of revenue ............................................             30,007
                                                                       --------
          Gross margin .....................................             15,506
                                                                       --------
Operating expenses:
  Marketing and client services ............................              4,879
  General and administrative ...............................              7,501
  Organizational costs .....................................                349
  Amortization of intangible assets ........................              1,543
                                                                       --------
          Total operating expenses .........................             14,272
                                                                       --------
          Operating income .................................              1,234
Interest expense, net ......................................              5,606
                                                                       --------
          Loss before income taxes .........................             (4,372)
Income tax benefit .........................................                 --
                                                                       --------
          Net loss .........................................           $ (4,372)
                                                                       ========
See accompanying notes to consolidated financial statements.

                                       5

                          PALM COAST DATA HOLDCO, INC.
                 Consolidated Statement of Shareholders' Equity
        Period from August 10, 2005 (date of inception) to June 30, 2006
                        (In thousands, except share data)



                                      Common         Common        Additional                       Total
                                       stock          stock          paid-in      Accumulated    shareholders'
                                      class A        class B        capital         deficit        equity
                                  ----------------------------------------------------------------------------
                                                                                  
Balance, August 10, 2005
  (date of inception).........    $       --     $        --     $        --     $        --     $        --
  Issuance of common stock ...            --              --          23,054              --          23,054
  Net loss ...................            --              --              --          (4,372)         (4,372)
                                  --------------------------------------------------------------------------
Balance, June 30, 2006 .......    $       --     $        --     $    23,054     $    (4,372)    $    18,682
                                  ==========================================================================
See accompanying notes to consolidated financial statements.


                                       6

                          PALM COAST DATA HOLDCO, INC.
                      Consolidated Statement of Cash Flows
        Period from August 10, 2005 (date of inception) to June 30, 2006
                                 (In thousands)

Operating activities:
  Net loss ...................................................         $ (4,372)
  Adjustments to reconcile net loss to net
    cash provided by operating activities:
    Depreciation .............................................            1,892
    Amortization of intangible assets ........................            1,543
    Amortization of deferred financing costs .................              209
    Interest paid with in-kind notes payable .................              546
    Deferred compensation ....................................              807
    Changes in operating assets and liabilities:
      Accounts receivable ....................................              (17)
      Postage deposits .......................................              187
      Prepaid expenses and other assets ......................              (74)
      Other long-term assets .................................              (28)
      Accounts payable .......................................              720
      Accrued expenses .......................................            1,231
      Advances from customers ................................             (946)
                                                                       ---------
         Net cash provided by operating activities ...........            1,698
                                                                       ---------
Investing activities:
  Purchase of property, plant, and equipment .................           (1,675)
  Proceeds from sale of property, plant, and equipment .......                7
  Net cash paid for acquisition ..............................          (69,002)
                                                                       ---------
         Net cash used in investing activities ...............          (70,670)
                                                                       ---------
Financing activities:
  Repayment of long-term debt ................................           (1,031)
  Repayment of revolving line of credit ......................             (991)
  Proceeds from issuance of common stock .....................           23,054
  Proceeds from long-term debt ...............................           46,256
  Payment of debt issuance cost ..............................           (1,154)
  Proceeds from revolving line of credit .....................              991
                                                                       ---------
         Net cash provided by financing activities ...........           67,125
                                                                       ---------
         Net decrease in cash ................................           (1,847)

Cash, beginning of year ......................................            3,952
                                                                       ---------
Cash, end of year ............................................         $  2,105
                                                                       =========
Supplemental cash flow information:
     Interest paid ...........................................         $  3,293

See accompanying notes to consolidated financial statements.

                                       7

                          PALM COAST DATA HOLDCO, INC.
                   Notes to Consolidated Financial Statements

                                  June 30, 2006

                        (In thousands, except share data)





(1)  Background

Palm Coast Data Holdco,  Inc. (Holdco) is a  Delaware-domiciled  holding company
with a single operating company,  Palm Coast Data LLC (PCD)  (collectively,  the
Company). Holdco was formed for the purpose of acquiring controlling interest in
Palm Coast Data  Holdings  L.L.C.,  the prior owner of Palm Coast Data LLC.  The
acquisition  closed on August 9, 2005, and Holdco commenced  operations the next
day (the Acquisition) (see note 3).  Acquisition  funding was provided by Allied
Capital  Corporation  (Allied)  through  revolving and term loan facilities (see
note 7) and equity  funding  was  provided by certain  members of the  Company's
management and Allied (see note 12). The Company  provides  magazine  publishers
and membership  organizations with customer management and fulfillment services,
including front-end processing, account management, direct mail services, letter
shop services, print management, reporting, and online communications.

(2)  Summary of Significant Accounting Policies

     (a)  Basis of Presentation and Consolidation

          The  consolidated  financial  statements  include the  accounts of the
          Company and its wholly owned subsidiary.  All significant intercompany
          balances between the Company and its subsidiary have been eliminated.

     (b)  Cash and Cash Equivalents

          Cash and cash  equivalents  include  deposits in banks,  money  market
          accounts and short-term  investments  with original  maturities,  when
          acquired, of 90 days or less.

     (c)  Postage Deposits

          Postage deposits consist of prepaid postage and are carried at cost.

     (d)  Property, Plant, and Equipment

          Property,  plant,  and equipment are recorded at cost less accumulated
          depreciation.  Depreciation is computed using the straight-line method
          over the estimated useful lives of the related assets,  ranging from 4
          to 40 years.  Depreciation expense for the period from August 10, 2005
          (date of inception) to June 30, 2006 was $1,892.

          The Company  evaluates  the  recoverability  of its carrying  value of
          property and  equipment  whenever  events or changes in  circumstances
          indicate that the carrying amount may not be recoverable.

     (e)  Goodwill and Other Intangible Assets

          Goodwill  represents  the excess of costs over fair value of assets of
          businesses  acquired.  Goodwill and  intangible  assets  acquired in a
          purchase  business  combination  and  determined to have an indefinite
          useful life are not  amortized,  but instead  tested for impairment at
          least  annually  in  accordance   with  the  provisions  of  Financial
          Accounting  Standards  Board (FASB)  Statement  No. 142,  Goodwill and
          Other Intangible Assets. Intangible assets with estimable useful lives
          are amortized over their  respective  estimated  useful lives to their
          estimated  residual values,  and reviewed for impairment in accordance
          with FASB Statement No. 144,  Accounting for Impairment or Disposal of
          Long-Lived Assets.

     (f)  Deferred Financing Costs

          Deferred  financing  costs are amortized  over the life of the related
          credit  facility  using the effective  interest  method.  Amortization
          expense  was  $209  for the  period  from  August  10,  2005  (date of
          inception) to June 30, 2006.

                                       8

     (g)  Pervasiveness of Estimates

          The  preparation of  consolidated  financial  statements in conformity
          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  consolidated  balance sheet.  Although
          management  believes  these  estimates and  assumptions  are adequate,
          actual  results may differ from the  estimates and  assumptions  used.
          Material  estimates  include  those  for  collectibility  of  accounts
          receivable,   deferred  tax  valuation  allowances,   certain  accrued
          expenses,   and  the  fair  value  of  acquired   assets  and  assumed
          liabilities.

     (h)  Revenue and Expense Recognition

          Revenue  is  recognized  when  the  service  has been  performed.  All
          expenses are recognized when incurred.

     (i)  Stock Option Plan

          The Company  applies the  intrinsic  value based method of  accounting
          prescribed  by  Accounting  Principles  Board  (APB)  Opinion  No. 25,
          Accounting for Stock Issued to Employees,  and related interpretations
          including Financial Accounting  Standards Board (FASB)  Interpretation
          No.  44,   Accounting  for  Certain   Transactions   involving   Stock
          Compensation,  an  interpretation  of APB  Opinion  No.  25,  and FASB
          Interpretation  No. 28, Accounting for Stock  Appreciation  Rights and
          Other Variable  Stock Option or Award Plans,  to account for its stock
          option  agreements.  The Company's stock option plan allows the option
          holders the right to a net cash  settlement  on vested  options at the
          discretion of the holder. Accordingly,  when stock options are granted
          and at each measurement date, the Company measures compensation as the
          amount by which the fair value of the Class B Nonvoting  Common  Stock
          of the Company  covered by the grant  exceeds the option  grant price.
          Changes,  either  increases or decreases  (limited to the option grant
          price),  in the fair value of those options  between the date of grant
          and  the  measurement  date  result  in a  change  in the  measure  of
          compensation  for the option.  There were no vested  stock  options at
          June 30,  2006.  The fair value of the  options  at June 30,  2006 was
          $1,891 per option, and the Company has recorded  compensation  expense
          in the  consolidated  statements  of  operations  for the period  from
          August 10,  2005 (date of  inception)  to June 30,  2006 of $284.  The
          liability  related to the option plan is $284 at June 30, 2006, and is
          included in the accompanying consolidated balance sheet in the caption
          "deferred compensation."

     (j)  Income Taxes

          Deferred tax assets and  liabilities are recognized for the future tax
          consequences   attributable  to  temporary   differences  between  the
          financial  statement  carrying  amounts of assets and  liabilities and
          their  respective tax bases.  Deferred tax assets are also  recognized
          for credit carryforwards and then assessed (including the anticipation
          of  future  income)  to  determine  the  likelihood  of   realization.
          Valuation allowances are recorded when it is more likely then not that
          a  tax  benefit  will  not  be  realized.   Deferred  tax  assets  and
          liabilities  are measured using the rates expected to apply to taxable
          income in the years in which the temporary differences are expected to
          reverse  and the  credits  are  expected  to be used.  The effect of a
          change  in tax  rates  on  deferred  tax  assets  and  liabilities  is
          recognized in income in the period that includes the enactment date.

     (k)  Recent Accounting Pronouncements

          In December 2004, the FASB issued SFAS No. 123R, Share-Based Payments.
          SFAS No.  123R is a revision  of SFAS No.  123,  Accounting  for Stock
          Based  Compensation,  and supersedes  APB 25. Among other items,  SFAS
          123R eliminates the use of Accounting  Principles Board ("APB") 25 and
          the intrinsic  value method of accounting,  and requires  companies to
          recognize  the cost of employee  services  received  in  exchange  for
          awards of equity  instruments,  based on the grant  date fair value of
          those awards, in the consolidated financial statements.  The effective
          date  of  SFAS  123R is the  Company's  year  ending  June  30,  2007.
          Management  does not  expect  the  provisions  of SFAS  123R to have a
          material impact on the Company's consolidated financial statements.

                                       9


(3)  Acquisition

The purchase price upon  consummation  of the  Acquisition  consisted of cash of
$66,403,  exchanged  members'  interest in the  predecessor  company for Class A
Voting  Common  Stock  in the  Company  with a fair  value  of  $1,267,  and the
incurrence of $1,128 of transaction  costs.  The  Acquisition is being accounted
for under the  purchase  method  of  accounting.  Accordingly,  the  results  of
operations  are  included  in the  consolidated  financial  statements  from the
acquisition  date.  Subsequent to the  acquisition  date,  the Company paid $204
related  to  working  capital  adjustments  arising  from  the  Acquisition  and
additional  transaction costs incurred. The Company recorded the acquired assets
and assumed  liabilities at their  estimated fair value.  The excess of the cost
over the  estimated  fair  value of the  recorded  assets  and  liabilities  was
recorded  as  goodwill.  Based on the  purchase  price  allocation,  goodwill of
$25,932 was recorded.  Amounts  recorded as goodwill will not be amortized.  The
following  table  summarizes the estimated fair value of the assets acquired and
liabilities assumed.

Current assets ...........................   $13,837
Property and equipment ...................    16,434
Goodwill .................................    25,932
Intangible assets ........................    20,827
Other assets .............................       439
                                             -------
          Total assets acquired ..........    77,469
                                             -------
Current liabilities ......................     7,097
Long-term liabilities ....................     1,370
                                             -------
          Total liabilities assumed ......     8,467
                                             -------
          Net assets acquired ............   $69,002
                                             =======



(4)  Property, Plant, and Equipment

Property, plant, and equipment consists of the following at June 30, 2006:

Land ...................................     $   980
Building and improvements ..............       5,616
Furniture and fixtures .................       1,148
Equipment ..............................       3,433
Computer software ......................       6,407
Construction in-progress ...............         518
                                           ---------
                                              18,102
Less accumulated depreciation                 (1,892)
                                           ---------
                                           $  16,210
                                           =========


(5)  Intangible Assets


                                                         June 30, 2006
                                            ------------------------------------------
                                                           Weighted
                                             Gross          average
                                            carrying     amortization    Accumulated
                                             amount         period       amortization
                                            -----------------------------------------
                                                                   
Amortizing intangible assets:
  Customer contracts ................       $19,040        12.0 years       $ 1,414
  Customer relationships ............         1,787        12.0 years           129
                                            -------                         -------
                                            $20,827                         $ 1,543
                                            =======                         =======




Aggregate  amortization expense for amortizing  intangible assets was $1,543 for
the period from August 10, 2005 (date of inception) to June 30, 2006.  Estimated
amortization  expense for the next five fiscal  years is $1,728 for 2007 through
2011.

                                       10

(6)  Accrued Expenses

Accrued expenses consist of the following at June 30, 2006:

Payroll and related expenses .....   $1,878
Insurance ........................      336
Interest .........................    1,558
Other ............................      583
                                     ------
                                     $4,355
                                     ======



(7)  Long-Term Debt

Long-term debt is comprised of the following at June 30, 2006:

PCD senior secured term loan payable to Allied,
  maturing August 2010 ..................................              $15,569
PCD senior subordinated notes payable to Allied,
  due August 2012 .......................................               28,090
Holdco note payable to Allied, due August 2015 ..........                2,036
Other ...................................................                   57
                                                                       -------
                                                                        45,752
Less current maturities on term loan ....................                1,969
                                                                       -------
                                                                       $43,783
                                                                       =======

The term loan bears  interest at the 90-day LIBOR plus 3.50%.  On June 30, 2006,
the applicable  interest rate on the term loan was 8.49%.  The term loan and the
aforementioned  revolver  are  collateralized  by all of PCD's assets and Holdco
provides a  guarantee  of this  obligation.  Quarterly  principal  payments  are
required with a balloon payment due at maturity.

PCD also has a revolving  credit  agreement  payable to Allied with an aggregate
principal  amount not to exceed $2,500 and a maturity  date of August 2010.  The
revolver  bears  interest  at 90-day  LIBOR plus  3.50%.  At June 30,  2006,  no
borrowings were outstanding on the revolver.

The  senior  subordinated  note  bears  interest  at a rate of 15.5%  per  annum
compounded  quarterly.  Interest is paid  quarterly with a required cash payment
equal to 12% per annum and the option to pay all or a portion  of the  remaining
3.5% interest  "in-kind"  through the issuance of additional  notes.  The senior
subordinated note is unsecured and there are no scheduled  principal  repayments
prior to maturity.  Subject to certain  restrictions and charges as defined, PCD
can make optional  prepayments  beginning in August 2008.  Additionally,  Holdco
provides a guarantee of this obligation.

The  Holdco  note  bears  interest  at a rate  of  15.5%  per  annum  compounded
quarterly.  Interest is paid quarterly with a required cash payment equal to 12%
per annum and the option to pay all or a portion of the remaining  3.5% interest
"in-kind"  through the issuance of additional  notes.  The note is unsecured and
there are no  scheduled  principal  repayments  prior to  maturity.  Subject  to
certain  restrictions  as  defined,  the  Holdco can make  optional  prepayments
beginning in August 2012.

The Allied loan agreements contain certain operating and financial covenants and
restrictions  which,  among other  matters,  require the Company to restrict the
incurrence  of  additional  indebtedness,   satisfy  certain  financial  ratios,
restrict changes in the capital  structure,  restrict  affiliated  transactions,
restrict  distributions  to  shareholders  and limit both the sale of assets and
merger transactions.

The scheduled  maturities  of long-term  debt for the next five fiscal years and
thereafter are:

2007 ................ $ 1,969
2008 ................   2,625
2009 ................   3,136
2010 ................   3,273
2011 ................   4,623
2012 and thereafter    30,126
                      -------
                      $45,752
                      =======

                                       11

(8)  Income Taxes

Since date of inception,  the Company has incurred  operating loss carryforwards
of $3,666 related to U.S. federal and state jurisdictions. The federal operating
loss expires  after fiscal year 2026.  The Company has  evaluated  its operating
loss  carryforwards  and other net  deferred  tax  assets  and  determined  that
recording a full valuation  allowance was  appropriate as the positive  evidence
required to overcome the recent pre-tax loss and the pre-tax losses expected for
the  reasonably  foreseeable  future  periods  was  not  sufficient  to  support
recognition of the net deferred tax assets.  Accordingly,  no income tax benefit
has been  recorded  for the period from August 10, 2005 (date of  inception)  to
June 30, 2006.

The  provision  for income tax  benefit  differs  from the  amount  computed  by
applying the U.S.  statutory income tax rate to the loss before income taxes for
the  reasons  set forth  below for the  period  from  August  10,  2005 (date of
inception) to June 30, 2006:

Statutory income tax at 34% .....................   $(1,487)
State income taxes - net of U.S. tax benefit ....      (159)
Nondeductible expenses ..........................        41
Increase in valuation allowance .................     1,605
                                                    -------
                 Provision for income tax benefit   $    --
                                                    =======

Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes, as well as operating loss
carryforwards. The tax effect of our temporary differences and carryforwards are
as follows at June 30, 2006:

Deferred tax assets:
  Operating loss carryforwards .................................   $ 1,380
  Property, plant and equipment ................................       191
  Intangible assets ............................................       102
  Deferred compensation plans ..................................       304
  Other employee benefits and compensation related accruals ....       350
  Organizational costs .........................................       107
                                                                   -------
          Total deferred tax assets prior to valuation allowance     2,434
                                                                   -------
Deferred tax liabilities:
  Goodwill deductible for tax ..................................       596
  Differences in expense recognition methods ...................       233
                                                                   -------
          Total deferred tax liabilities .......................       829
                                                                   -------
          Net deferred tax asset before valuation allowance ....     1,605
  Valuation allowance ..........................................    (1,605)
                                                                   -------
          Net deferred tax asset ...............................   $    --
                                                                   =======



(9)  Commitments

Leases

The Company leases  office/production  space and certain equipment under various
noncancelable  operating  leases.  The following is a schedule of future minimum
lease payments under such noncancelable  leases with terms in excess of one year
for the next five fiscal years and thereafter:

2007 ..........   $  540
2008 ..........      474
2009 ..........      372
2010 ..........      283
2011 ..........      265
Thereafter ....    1,279
                  ------
                  $3,213
                  ======

Operating  lease expense for the period from August 10, 2005 (date of inception)
to June 30, 2006 was $1,329.

                                       12

(10) Employee Benefits

     (a)  Employee Benefit Plan

          All  regular  employees  are  eligible  to  participate  in  a  401(k)
          retirement  savings  plan and  trust  on the  first  day of the  month
          following six months of  employment.  Employees may defer 1% to 20% of
          pretax wages through payroll deductions to the allowed federal maximum
          during each calendar  year. The Company  currently  matches 50% of the
          first 6% of eligible compensation. Employees participating in the plan
          prior to May 1, 2002 are 100% vested.  Employer  contributions for new
          employees  participating  in the plan  effective  May 1, 2002 are 20%,
          50%, 75%, and 100% vested after two,  three,  four,  and five years of
          service,  respectively.  The Company's  matching  contribution for the
          period from August 10, 2005 (date of  inception)  to June 30, 2006 was
          $351.

     (b)  Deferred Compensation Agreements

          In conjunction with the Acquisition, the Company entered into deferred
          compensation  agreements with certain key management employees related
          to  unrealized   appreciation   on  certain  prior  equity   incentive
          agreements.  The  purpose  of the  new  agreements  is to  provide  an
          incentive that links the value of the deferred  compensation  accounts
          to an  increase  in the value of the Company and to aid the Company in
          retaining  such  management  personnel who will largely be responsible
          for such growth in the Company's value. A participant  shall always be
          100%  vested in  his/her  account.  The  agreements  are an  unfunded,
          unsecured obligation on the part of the Company.

          Each  participant  made a one-time  election to have portions of their
          deferral  allocated to two sub-accounts:  a phantom debt account and a
          phantom equity  account.  The deferrals  allocated to the phantom debt
          account  accrue  interest  and are  eligible  for  quarterly  interest
          payments in a manner  identical to the Company's  senior  subordinated
          notes (see note 7). The  deferrals  allocated  to the  phantom  equity
          account  were  converted  to unit  holdings  of "phantom  stock",  the
          economic  equivalent of the Company's Class B Nonvoting  Common Stock.
          At the date of date of inception, there were 516 such units of phantom
          stock   granted.   The  phantom  stock  units  are  revalued  at  each
          measurement  date by the  relationship  of the fair value per share of
          the Company's stock as compared to the initial unit  conversion  price
          of $1,000 per share.

          The deferrals in the phantom debt accounts total $936 at June 30, 2006
          and are included in the accompanying consolidated balance sheet in the
          caption  "deferred  compensation".  Interest  expense incurred on such
          phantom debt accounts  during the period from August 10, 2005 (date of
          inception) to June 30, 2006 was $149.

          For the phantom equity accounts,  the Company measures as compensation
          expense the amount by which the fair value per share of the  Company's
          stock exceeds the initial unit  conversion  price of $1,000 per share.
          Changes,  either  increases  or  decreases,  in the fair  value of the
          Company  common  stock  between the date of grant and the  measurement
          date result in a change in the measure of compensation expense for the
          phantom equity accounts. There were 516 vested phantom equity units at
          June 30,  2006 and the fair  value of the  Company  Class B  Nonvoting
          Common  Stock was  $1,891  per share at such  time.  Accordingly,  the
          balance in the phantom equity account at June 30, 2006 was $976 and is
          included in the accompanying consolidated balance sheet in the caption
          "deferred compensation".  The Company recorded compensation expense in
          the  consolidated  statement of operations  for the period from August
          10, 2005 (date of inception) to June 30, 2006 of $460.

                                       13

(11) Stock Option Plan

The Company has a stock option plan for certain key employees at the  discretion
of the Board.  Each  option  represents  the right upon  exercise to receive the
excess  of the value of one share of Class B  Nonvoting  Common  Stock as of the
date of exercise  over the base price for such option  fixed by the Board on the
grant date. The maximum  aggregate  number of Class B shares which may be issued
under the stock option plan is 1,911. The exercise and base price are subject to
adjustment  under the terms of the stock  option plan by the Board.  The options
shall  vest and  become  exercisable  at such time or times as the  Board  shall
determine at or subsequent  to the grant date as specified in each  individual's
stock  option  agreement.  At June 30,  2006,  no  options  were  vested and the
contractual  remaining  life on each option was 9.1 years.  The  following  is a
summary of activity with respect to the options  under the Company's  2005 Stock
Option Plan.



                                                            Shares               Range of       Weighted
                                                            under                 grant          average
                                                            option                prices       grant price
                                                         -------------------------------------------------
                                                                                      
Outstanding at August 10, 2005
 (commencement of operations)....................              --               $    --               --
 Granted ........................................           1,790                 1,000            1,000
 Cancelled ......................................              --
                                                         --------
Outstanding at June 30, 2006                                1,790                 1,000            1,000
                                                         ========



(12) Equity and Related-Party Transactions

Certain  officers  and  employees  own  substantially  all of the Class A Voting
Common Stock (Class A Common).  Allied owns all of the Class B Nonvoting  Common
Stock. All  shareholders are subject to the terms of a shareholders'  agreement.
This agreement  provides for various  restrictions on the holders of the Class A
Common  including their ability to sell,  transfer,  and assign the common stock
and  provides  for  Allied  having  the  first  right  of  purchase  in  certain
situations.  Additionally,  the agreement  provides for certain  drag-along  and
tag-along  rights and duties between the different  classes of common stock that
indicate the rights of common  stockholders  in the event Allied desires to sell
or transfer 50% or more of its shares of common stock.

In  conjunction  with the  Acquisition,  the Company  issued Allied a warrant to
purchase 1,719.8 shares of Class A Common.  The purchase price under the warrant
is equal to the fair market  value of the Class A Common at the time of exercise
plus a voting premium of an additional 5% of such fair market value. The warrant
is exercisable at any time for all but not less than all of the 1,719.8 shares.

All of the holders of Class A Common have  entered  into call option  agreements
with Allied. These agreements provide for certain situations in which Allied may
require  the  holders to sell their  shares of Class A Common to Allied for fair
market  value  of the  Class A Common  at the time of such a call  plus a voting
premium of an additional 5% of such fair market value. A determination by Allied
that the Company has not  performed or complied with its  obligations  under the
aforementioned warrant agreement or the Company becoming subject to a bankruptcy
event, as defined,  are the two primary triggering events to Allied's ability to
exercise the call features.

Effective  on the date of  inception,  the  Company  entered  into a  consulting
services  agreement  with Allied with an initial  term of ten years.  Under this
agreement,  Allied  provides  certain  consulting,   financial,  and  managerial
functions for a fee. The annual fee is $500 plus  reimbursement of certain costs
and expenses. Cost incurred under this agreement and charged to expense was $469
for the period from August 10, 2005 (date of inception) to June 30, 2006.

For services related to the Acquisition,  the Company paid Allied $681 which has
been included in the purchase price of the Company.

For structuring and closing fees on the debt financing  provided by Allied,  the
Company  paid Allied a total of $1,032  which has been  included in the deferred
financing  costs.  These  fees  have been  attributed  to each  specific  credit
facility  and are being  amortized  to expense  over the life of the  respective
credit facility.

                                       14


(13) Concentration of Credit Risk

The Company's financial instruments that are exposed to concentrations of credit
risk consist primarily of cash and trade accounts receivable. The Company places
its cash with what it believes to be high credit quality institutions.  At times
such cash  balances may be in excess of the FDIC  insurance  limit.  The Company
routinely   assesses  the  financial   strength  of  its  customers  and,  as  a
consequence, believes that its trade accounts receivable credit risk exposure is
limited.  The Company's  four largest  customers  comprised 53% of the Company's
accounts  receivable  balance at June 30, 2006 and 55% of the Company's  revenue
for the period from August 10, 2005 (date of inception) to June 30, 2006.

(14) Subsequent Event

In November 2006, the Company  entered into an agreement to be acquired by Kable
Media Services,  Inc., a subsidiary of AMREP Corporation.  The total transaction
value is  approximately  $92  million,  subject  to  working  capital  and other
adjustments.  The closing of the transaction is subject to regulatory review and
other customary closing conditions and is expected to occur early in 2007.


                                       15


                         PALM COAST DATA HOLDINGS L.L.C.

                        Consolidated Financial Statements

             As of August 9, 2005 and December 31, 2004 and for the
                  Period from January 1, 2005 to August 9, 2005
               and for the Years Ended December 31, 2004 and 2003

                   (With Independent Auditors' Report Thereon)



                                       16

                         PALM COAST DATA HOLDINGS L.L.C.

                        Consolidated Financial Statements

                   August 9, 2005, December 31, 2004 and 2003



                                Table of Contents



                                                                           Page

Independent Auditors' Report ....................................             18

Consolidated Balance Sheets as of August 9, 2005 and
  December 31, 2004 .............................................             19

Consolidated Statements of Income and Comprehensive Income for the
  period from January 1, 2005 to August 9, 2005 and
  the years ended December 31, 2004 and 2003 ....................             20

Consolidated Statements of Members' Equity for the period from
  January 1, 2005 to August 9, 2005 and the years ended
  December 31, 2004 and 2003 ....................................             21

Consolidated Statements of Cash Flows for the period from
  January 1, 2005 to August 9, 2005 and the years ended
  December 31, 2004 and 2003 ....................................             22

Notes to Consolidated Financial Statements ......................        23 - 27


                                       17


                          Independent Auditors' Report



The Members of
Palm Coast Data Holdings L.L.C.:


We have audited the accompanying consolidated balance sheets of Palm Coast Data
Holdings L.L.C. and its subsidiary (the Company) as of August 9, 2005 and
December 31, 2004 and the related consolidated statements of income and
comprehensive income, members' equity, and cash flows for the period from
January 1, 2005 to August 9, 2005 and the years ended December 31, 2004 and
2003. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated 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 of material misstatement. An audit includes consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Palm Coast Data
Holdings L.L.C. and its subsidiary as of August 9, 2005 and December 31, 2004,
and the results of their operations and their cash flows for the period from
January 1, 2005 to August 9, 2005 and the years ended December 31, 2004 and
2003, in conformity with accounting principles generally accepted in the United
States of America.

As discussed in note 1, the members' units of Palm Coast Data Holdings L.L.C.
were acquired by Palm Coast Data Holdco, Inc. on August 9, 2005.




/s/ KPMG LLP



St. Louis, Missouri
November 15, 2006

                                       18


                         PALM COAST DATA HOLDINGS L.L.C.
                           Consolidated Balance Sheets
                      August 9, 2005 and December 31, 2004
                                 (In thousands)
                                                                                August 9,   December 31,
                                    Assets                                        2005          2004
                                                                               -------------------------
                                                                                       
Current assets:
  Cash .....................................................................   $   4,299     $   4,766
  Accounts receivable, net of allowance of $43 and $59,
    respectively ...........................................................       8,727         8,002
  Postage deposits .........................................................         298           541
  Prepaid expenses and other assets ........................................       1,019           813
                                                                               -----------------------
          Total current assets .............................................      14,343        14,122
Property, plant, and equipment, net ........................................      14,428        15,355
Goodwill ...................................................................       2,349         2,349
Deferred financing costs ...................................................          78           134
Other ......................................................................         439           415
                                                                               -----------------------
          Total assets .....................................................   $  31,637     $  32,375
                                                                               =======================
                        Liabilities and Members' Equity

Current liabilities:
  Accounts payable .........................................................   $   1,154     $   1,603
  Accrued expenses .........................................................       3,133         3,009
  Advances from customers ..................................................       3,109         3,153
  Current portion of long-term debt ........................................       2,360         2,360
                                                                               -----------------------
          Total current liabilities ........................................       9,756        10,125
Long-term debt .............................................................       1,370         2,550
Deferred compensation ......................................................       3,339         2,075
                                                                               -----------------------
          Total liabilities ................................................      14,465        14,750
                                                                               -----------------------
Members' equity ............................................................      13,082        13,082
Accumulated other comprehensive loss .......................................          --           (12)
Retained earnings ..........................................................       4,090         4,555
                                                                               -----------------------
          Total members' equity ............................................      17,172        17,625
                                                                               -----------------------
          Total liabilities and members' equity ............................   $  31,637     $  32,375
                                                                               =======================
See accompanying notes to consolidated financial statements.


                                       19

                         PALM COAST DATA HOLDINGS L.L.C.
           Consolidated Statements of Income and Comprehensive Income
                  Period from January 1, 2005 to August 9, 2005
                 and the years ended December 31, 2004 and 2003
                                 (In thousands)

                                         2005        2004        2003
                                      ---------------------------------
Revenue ...........................   $  29,498   $  48,055  $   43,181
Cost of revenue ...................      19,185      32,057      29,623
                                      ---------------------------------
          Gross margin ............      10,313      15,998      13,558
                                      ---------------------------------
Operating expenses:
  Marketing and client services ...       2,814       4,623       4,256
  General and administrative ......       5,185       8,394       6,799
                                      ---------------------------------
           Total operating expenses       7,999      13,017      11,055
                                      ---------------------------------
           Operating income .......       2,314       2,981       2,503
Interest expense, net .............         208         608         779
                                      ---------------------------------
           Net income .............       2,106       2,373       1,724
Other comprehensive income ........          12           6          11
                                      ---------------------------------
           Comprehensive income ...   $   2,118   $   2,379  $    1,735
                                      =================================

See accompanying notes to consolidated financial statements.

                                       20

                         PALM COAST DATA HOLDINGS L.L.C.
                   Consolidated Statements of Members' Equity
                  Period from January 1, 2005 to August 9, 2005
                 and the years ended December 31, 2004 and 2003
                                 (In thousands)



                                                                       Accumulated
                                                         Capital         other                       Total
                                          Members'    contribution    comprehensive   Retained      members'
                                           equity      receivable     (loss) income   earnings       equity
                                         ------------------------------------------------------------------
                                                                                    
Balance, December 31, 2002 ...........   $ 13,257      $   (371)       $    (29)     $    458      $ 13,315
  Capital contributions ..............        116            --              --            --           116
  Receivable for capital contributions       (371)          371              --            --            --
  Other comprehensive income .........         --            --              11            --            11
  Net income .........................         --            --              --         1,724         1,724
                                         ------------------------------------------------------------------
Balance, December 31, 2003 ...........     13,002            --             (18)        2,182        15,166
  Capital contributions ..............         80            --              --            --            80
  Other comprehensive income .........         --            --               6            --             6
  Net income .........................         --            --              --         2,373         2,373
                                         ------------------------------------------------------------------
Balance, December 31, 2004 ...........     13,082            --             (12)        4,555        17,625
  Distributions to members ...........         --            --              --        (2,571)       (2,571)
  Other comprehensive income .........         --            --              12            --            12
  Net income .........................         --            --              --         2,106         2,106
                                         ------------------------------------------------------------------
Balance, August 9, 2005 ..............   $ 13,082      $     --        $     --      $  4,090      $ 17,172
                                         ==================================================================

See accompanying notes to consolidated financial statements.


                                       21

                         PALM COAST DATA HOLDINGS L.L.C.
                      Consolidated Statements of Cash Flows
                  Period from January 1, 2005 to August 9, 2005
                 and the years ended December 31, 2004 and 2003
                                 (In thousands)



                                                      2005        2004         2003
                                                  -----------------------------------
                                                                   
Net income ....................................   $   2,106    $   2,373    $   1,724
Adjustments to reconcile net income to net cash
  provided by operating activities:
  Depreciation ................................       1,383        2,212        2,097
  Amortization of deferred financing costs ....          68          201          204
  Loss on disposal of property and equipment ..          36          184           74
  Noncash compensation expense ................       1,264        1,890           --
  Changes in operating assets and liabilities:
    Accounts receivable .......................        (725)         646       (1,053)
    Postage deposits ..........................         243          (94)         232
    Prepaid expenses and other assets .........        (206)          54          232
    Other long-term assets ....................         (24)         (50)         112
    Accounts payable ..........................        (449)         180           40
    Accrued expenses ..........................         124          (57)         627
    Advances from customers ...................         (44)        (108)         335
                                                  -----------------------------------
          Net cash provided by
          operating activities ................       3,776        7,431        4,624
                                                  -----------------------------------
Investing activities:
  Purchase of property, plant, and equipment ..        (492)        (796)      (1,114)
                                                  -----------------------------------
          Net cash used in investing activities        (492)        (796)      (1,114)
                                                  -----------------------------------
Financing activities:
  Repayment of long-term debt .................      (1,180)      (4,590)      (1,750)
  Capital contributions .......................          --           80          116
  Distributions to members ....................      (2,571)          --           --
                                                  -----------------------------------
          Net cash used in financing activities      (3,751)      (4,510)      (1,634)
                                                  -----------------------------------
          Net increase (decrease) in cash .....        (467)       2,125        1,876
Cash, beginning of year .......................       4,766        2,641          765
                                                  -----------------------------------
Cash, end of year .............................   $   4,299    $   4,766    $   2,641
                                                  ===================================
Supplemental cash flow information:
  Interest paid ...............................   $     159    $     380    $     760

See accompanying notes to consolidated financial statements.


                                       22

                         PALM COAST DATA HOLDINGS L.L.C.
                   Notes to Consolidated Financial Statements

             For the Period from January 1, 2005 to August 9, 2005
                 and the Years Ended December 31, 2004 and 2003

            (In thousands, except membership unit amounts and price)


(1)  Background

Palm Coast Data Holdings  L.L.C.  is a limited  liability  company with a single
operating company, Palm Coast Data LLC (collectively,  the Company). The Company
provides  magazine   publishers  and  membership   organizations  with  customer
management and fulfillment  services,  including front-end  processing,  account
management,  direct mail  services,  letter  shop  services,  print  management,
reporting,  and online  communications.  The  members'  units of Palm Coast Data
Holdings L.L.C. were acquired by Palm Coast Data Holdco,  Inc. on August 9, 2005
(the Acquisition).

(2)  Summary of Significant Accounting Policies

     (a)  Basis of Presentation and Consolidation

          The  consolidated  financial  statements  include the  accounts of the
          Company and its wholly owned subsidiary.  All significant intercompany
          balances between the Company and its subsidiary have been eliminated.

     (b)  Cash and Cash Equivalents

          Cash and cash  equivalents  include  deposits in banks and  short-term
          investments  with original  maturities,  when acquired,  of 90 days or
          less.  The  Company  had no cash  equivalents  at  August  9, 2005 and
          December 31, 2004.

     (c)  Postage Deposits

          Postage deposits consist of prepaid postage and are carried at cost.

     (d)  Property, Plant, and Equipment

          Property,  plant,  and equipment are recorded at cost less accumulated
          depreciation.  Depreciation is computed using the straight-line method
          over the estimated useful lives of the related assets,  ranging from 4
          to 40 years.  Depreciation expense for the period from January 1, 2005
          to August 9, 2005 and the years ended  December  31, 2004 and 2003 was
          $1,383, $2,212 and $2,097, respectively.

          The Company  evaluates  the  recoverability  of its carrying  value of
          property and  equipment  whenever  events or changes in  circumstances
          indicate that the carrying amount may not be recoverable.

     (e)  Goodwill

          Goodwill  represents the excess of the cost over the fair value of net
          tangible assets and identifiable intangible assets acquired.  Goodwill
          is tested for impairment at least  annually  using a two-step  process
          that begins with an estimation of the fair value of a reporting  unit.
          The first step is a screen  for  potential  impairment  and the second
          step measures the amount of impairment, if any.

          In connection with the Acquisition, all long-term debt agreements were
          paid in full and deferred compensation became fully vested.

     (f)  Deferred Financing Costs

          Deferred  financing  costs are amortized  over the life of the related
          long-term debt.  Amortization is computed using the effective interest
          method over the  60-month  life of the loan,  ending  March 31,  2007.
          Amortization  expense  was $56,  $189 and  $189  for the  period  from
          January  1, 2005 to August 9, 2005 and the years  ended  December  31,
          2004 and 2003, respectively.

     (g)  Pervasiveness of Estimates

          The  preparation of  consolidated  financial  statements in conformity
          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 consolidated  balance sheets.  Although
          management  believes  these  estimates and  assumptions  are adequate,
          actual  results may differ from the  estimates and  assumptions  used.
          Material  estimates  include  those  for  collectibility  of  accounts
          receivable and certain accrued expenses.

                                       23


     (h)  Revenue and Expense Recognition

          Revenue  is  recognized  when  the  service  has been  performed.  All
          expenses are recognized when incurred.

     (i)  Equity Appreciation Rights Plan

          The Company  applies the  intrinsic-value-based  method of  accounting
          prescribed  by  Accounting  Principles  Board  (APB)  Opinion  No. 25,
          Accounting for Stock Issued to Employees,  and related interpretations
          including Financial Accounting  Standards Board (FASB)  Interpretation
          No.  44,   Accounting  for  Certain   Transactions   involving   Stock
          Compensation,  an  interpretation  of APB  Opinion  No.  25,  and FASB
          Interpretation  No. 28, Accounting for Stock  Appreciation  Rights and
          Other Variable Stock Option or Award Plans,  to account for its equity
          appreciation rights. When equity appreciation rights (EAR) are granted
          and at each measurement date, the Company measures compensation as the
          amount  by which the fair  value of the  member  units of the  Company
          covered by the grant exceeds the EAR price. Changes,  either increases
          or  decreases  (limited to the EAR price at grant  date),  in the fair
          value of those  EAR's  between  the date of grant and the  measurement
          date  result in a change in the measure of  compensation  for the EAR.
          There  were 666 and 377 vested  appreciation  rights at August 9, 2005
          and December 31,  2004,  respectively.  The fair value of the EAR's at
          August 9, 2005 and  December  31, 2004 was $4,544 and $3,520 per unit,
          respectively, and the Company has recorded compensation expense in the
          consolidated  statements  of income and  comprehensive  income for the
          period ended August 9, 2005 and the years ended  December 31, 2004 and
          2003 of $1,074, $1,425 and $0, respectively.  The liability related to
          the EAR plan is $2,499 and $1,425 at August 9, 2005 and  December  31,
          2004, respectively,  and is included in the accompanying  consolidated
          balance sheets in the caption "deferred compensation."

     (j)  Income Taxes

          The Company is a limited liability corporation (LLC). Under provisions
          of the  Internal  Revenue  Code,  an LLC is  generally  not subject to
          Federal  income tax because its taxable  income or loss accrues to its
          members.  Accordingly, no provision for income taxes has been recorded
          in the accompanying consolidated financial statements.

(3)  Property, Plant, and Equipment

Property, plant, and equipment consists of the following:

                                      August 9,   December 31,
                                        2005          2004
                                     ------------------------
Land ........................        $    938       $    938
Building and improvements ...           7,661          7,671
Furniture and fixtures ......           1,520          1,487
Equipment ...................           5,292          5,062
Computer software ...........           5,872          5,737
                                     -----------------------
                                       21,283         20,895
Less accumulated depreciation          (6,855)        (5,540)
                                     -----------------------
                                     $ 14,428       $ 15,355
                                     =======================

(4)  Accrued Expenses

Accrued expenses consist of the following:

                                      August 9,   December 31,
                                        2005          2004
                                     ------------------------

Payroll and related expenses.        $  2,036      $  1,865
Insurance ...................             390           420
Interest ....................               9            28
Other .......................             698           696
                                     ----------------------
                                     $  3,133      $  3,009
                                     ======================

                                       24

(5)  Long-term Debt

The Company has a term loan with $3,730 and $4,910 outstanding at August 9, 2005
and December 31, 2004, respectively. The loan bears interest at LIBOR plus 3.25%
with  respect to the  portion of the term loan that is  Eurodollar  loans and at
prime plus 2.00% with respect to term loans that are alternate  base rate loans.
On August 9, 2005 and December 31, 2004,  the  applicable  interest rates on the
term loan were 6.74% and 5.81%, respectively. The term loan is collateralized by
all of the Company's assets. The agreement also requires the Company to maintain
certain financial ratios.  The term loan is payable in 20 consecutive  quarterly
installments beginning June 30, 2002. The aggregate maturities for the term loan
are as follows:

Twelve months ended August 9, 2006 ...........  $  2,360
Twelve months ended August 9, 2007 ...........     1,370
                                                --------
                                                $  3,730
                                                ========

Mandatory term loan  prepayments  may be required after each fiscal year-end and
are calculated  based on excess annual cash C OMITTED]  flows, as defined in the
credit agreement.  For fiscal year 2004 and for the period ended August 9, 2005,
no additional prepayments were required due to voluntary prepayments made by the
Company during the year. Related to fiscal year 2003, a mandatory  prepayment of
$500 was made in February 2004.

The  Company  also has a  revolving  credit  agreement  (the  Revolver)  with an
aggregate  principal  amount not to exceed  $2,000 with a maturity date of March
31, 2007.  The Revolver  bears  interest at LIBOR plus 3.00% with respect to the
portion  of the  Revolver  that is  Eurodollar  loans and prime  plus 1.75% with
respect to the portion of the Revolver that is alternate base rate loans.  As of
August 9, 2005 and December 31, 2004,  no  borrowings  were  outstanding  on the
Revolver.

(6)  Commitments

Leases

The  Company   leases   office  space  and  certain   equipment   under  various
noncancelable  operating  leases.  The following is a schedule of future minimum
lease payments under such noncancelable leases with terms in excess of one year:

Twelve months ended August 9, 2006   $    732
Twelve months ended August 9, 2007        614
Twelve months ended August 9, 2008        460
Twelve months ended August 9, 2009        372
Twelve months ended August 9, 2010        274
Thereafter .......................      1,521
                                     --------
                                     $  3,973
                                     ========



Operating  lease  expense for the period from  January 1, 2005 to August 9, 2005
and the years  ended  December  31,  2004 and 2003 was $994,  $1,824 and $1,834,
respectively.

(7)  Employee Benefits

     (a)  Employee Benefit Plan

          All  regular  employees  are  eligible  to  participate  in  a  401(k)
          retirement  savings  plan and  trust  on the  first  day of the  month
          following six months of  employment.  Employees may defer 1% to 20% of
          pretax wages through payroll deductions to the allowed federal maximum
          during each calendar  year. The Company  currently  matches 50% of the
          first 6% of eligible compensation. Employees participating in the plan
          prior to May 1, 2002 are 100% vested.  Employer  contributions for new
          employees  participating  in the plan  effective  May 1, 2002 are 20%,
          50%, 75%, and 100% vested after two,  three,  four,  and five years of
          service,  respectively.  The Company's  matching  contribution for the
          period  from  January  1, 2005 to  August 9, 2005 and the years  ended
          December 31, 2004 and 2003 was $217, $356 and $330, respectively.

                                       25

     (b)  Phantom Unit Plan

          The purpose of the Phantom  Unit Plan is to provide an  incentive  for
          key  employees  that  links the value of their  deferred  compensation
          accounts  to an  increase  in the  value  of the  member  units of the
          Company and to aid the Company in retaining  management  personnel who
          will largely be responsible for such growth in the Company's  value. A
          participant  shall  always be 100%  vested  in  his/her  account.  The
          Phantom Unit Plan is an unfunded,  unsecured obligation on the part of
          the Company.

          The  Company  measures  compensation  as the  amount by which the fair
          value of the member units of the Company exceeds the Phantom Unit Plan
          grant  price  of  $1,000  per  unit.  Changes,   either  increases  or
          decreases, in the fair value of those member units between the date of
          grant and the  measurement  date  result in a change in the measure of
          compensation  for the  phantom  units.  There were 185 vested  Phantom
          Units at both August 9, 2005 and December 31, 2004.  The fair value of
          the member  units at August 9, 2005 and  December  31, 2004 was $4,544
          and $3,520,  respectively,  and the Company has recorded  compensation
          expense in the  consolidated  statements  of income and  comprehensive
          income for the period  from  January 1, 2005 to August 9, 2005 and the
          years  ended  December  31,  2004  and  2003  of  $190,  $465  and $0,
          respectively.  The liability  related to the Phantom Unit Plan is $840
          and $650 at August 9, 2005 and December 31, 2004, respectively, and is
          included  in  the  accompanying  consolidated  balance  sheets  in the
          caption "deferred compensation."

(8)  Equity Appreciation Rights Plan

The Company has an EAR plan for key  employees at the  discretion  of the Board.
Each EAR  represents  the right upon exercise to receive the excess of the value
of one member unit as of the date of  exercise  over the base price for such EAR
fixed by the Board on the grant  date.  The base price for each EAR  includes an
increase of 7% per annum,  accruing from the grant date and  compounding on each
anniversary  of the grant  date.  The  exercise  and base  price are  subject to
adjustment under the terms of the EAR plan by the Board. The EARs shall vest and
become  exercisable  at such time or times as the Board  shall  determine  at or
subsequent  to the  grant  date  as  specified  in each  individual's  incentive
agreement.  The  following  is a summary  of  activity  with  respect  to equity
appreciation rights under the Company's 2002 Equity Appreciation Rights Plan.



                                                              Equity              Range of          Weighted
                                                           appreciation            grant             average
                                                              rights               prices          grant price
                                                           ---------------------------------------------------
                                                                                            
Outstanding at December 31, 2002                                1,144           $     1,000          1,000
  Granted                                                         250                 1,000          1,000
  Cancelled                                                      (188)                1,000          1,000
                                                           ----------
Outstanding at December 31, 2003                                1,206                 1,000          1,000
  Granted                                                          --                    --             --
  Cancelled                                                       (13)                1,000          1,000
                                                           ----------
Outstanding at December 31, 2004                                1,193                 1,000          1,000
  Granted                                                          --                    --             --
  Cancelled                                                        --                    --             --
                                                           ----------
Outstanding at August 9, 2005                                   1,193                 1,000          1,000
                                                           ==========


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The following table summarizes information about the EAR's outstanding at August
9, 2005:



                                           Outstanding                      Exercisable
                        ------------------------------------------   ------------------------
   Adjusted                 Equity          Remaining                    Equity         EAR
   exercise              appreciation      contractual     Base       appreciation     fair
    prices                  rights            life         price         rights        price
- ---------------------------------------------------------------------------------------------
                                                                      
 $     1,254                      943           6.6      $   1,000             566   $  4,544
       1,186                      200           7.5          1,000              80      4,544
       1,179                       50           7.6          1,000              20      4,544
                        -------------                                 ------------
                Total           1,193                                          666
                        =============                                 ============


(9)  Concentration of Credit Risk

The Company's financial instruments that are exposed to concentrations of credit
risk consist primarily of cash and trade accounts receivable. The Company places
its cash with what it believes to be high credit quality institutions.  At times
such cash  balances may be in excess of the FDIC  insurance  limit.  The Company
routinely   assesses  the  financial   strength  of  its  customers  and,  as  a
consequence, believes that its trade accounts receivable credit risk exposure is
limited.  The  Company's  four largest  customers  comprised  47% and 40% of the
Company's  accounts  receivable balance at August 9, 2005 and December 31, 2004,
respectively,  and 55%, 49% and 47% of the Company's revenue for the period from
January  1, 2005 to August 9, 2005 and the years  ended  December  31,  2004 and
2003, respectively.


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