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Exhibit 13.2
ENTERSTAND LIMITED
FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2001
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ENTERSTAND LIMITED
TABLE OF CONTENTS
YEAR ENDED DECEMBER 31, 2001
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PAGES
Report of Independent Accountants 1
Financial Statements:
Statement of Operations 2
Balance Sheet 3
Statement of Cash Flows 4
Statement of Stockholders' Deficit and Comprehensive Income 5
Notes to Financial Statements 6-8
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
of Enterstand Limited:
In our opinion, the accompanying balance sheet and the related statements of
operations, of cash flows and stockholders' deficit and comprehensive income
present fairly, in all material respects, the financial position of Enterstand
Limited at December 31, 2001 and the results of its operations and its cash
flows for the year then ended in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audit. We conducted our audit
of these statements in accordance with auditing standards generally accepted in
the United States of America, which 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 examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In June of 2001 the Company's shareholders decided to shut down its operations.
As of December 31, 2001 the related wind-down of the joint venture was
substantially complete. Further, in March of 2002 the minority shareholder of
the Company purchased all of the remaining shares of the Company. See Note 8 for
additional information.
/s/ PricewaterhouseCoopers LLP
Leicester, England
March 15, 2002
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ENTERSTAND LIMITED
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2001
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[British Pound]
Revenues -
Operating expenses:
General and administrative, related parties (2,293,578)
Depreciation (114,199)
Forgiveness of intercompany balances, related parties 6,194,700
Other general and administrative (470,594)
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Operating income 3,316,329
Other income and expense:
Interest expenses, related parties (592,106)
Interest income 31
Foreign exchange loss, related party debt (133,527)
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Income before income taxes 2,590,727
Income taxes -
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Net income and comprehensive income 2,590,727
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The accompanying notes are an integral part of these financial statements.
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ENTERSTAND LIMITED
BALANCE SHEET
DECEMBER 31, 2001
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[British Pound]
ASSETS
Cash 15,118
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Total assets 15,118
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LIABILITIES AND STOCKHOLDERS' DEFICIT
Accruals and other current liabilities 21,007
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Total current liabilities 21,007
Long-term debt, related parties 7,942,788
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Total liabilities 7,963,795
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Commitments and contingencies
Common stock (L1 part value, 50,000 shares authorized, 17,500
shares issued and outstanding) 17,500
Additional paid-in capital 9,430,083
Accumulated deficit (17,396,260)
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Total stockholders' deficit (7,948,677)
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Total liabilities and stockholders' deficit 15,118
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The accompanying notes are an integral part of these financial statements.
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ENTERSTAND LIMITED
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2001
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[British Pound]
Operating activities:
Net income 2,590,727
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization of property and equipment 114,199
Other, net (42,984)
Changes in operating assets and operating liabilities:
Accounts receivable, net 6,600
Other current assets 606,832
Accounts payable and accrued expenses 17,507
Related party payable (4,043,143)
Other liabilities 725,633
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Net cash used in operating activities (24,629)
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Cash flows from investing activities:
Capital expenditures (11,281)
Other, net 50,910
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Net cash provided by investing activities 39,629
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Cash flows from financing activities:
Principal payments on long-term debt -
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Net cash used in financing activities -
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Net increase in cash 15,000
Cash and cash equivalents:
Beginning of year 118
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End of year 15,118
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The accompanying notes are an integral part of these financial statements.
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ENTERSTAND LIMITED
STATEMENT OF STOCKHOLDERS' DEFICIT AND COMPREHENSIVE INCOME
YEAR ENDED DECEMBER 31, 2001
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OUTSTANDING
COMMON STOCK
------------------------------------ ADDITIONAL TOTAL
NUMBER OF PAR VALUE PAID-IN ACCUMULATED STOCKHOLDERS'
SHARES CAPITAL DEFICIT DEFICIT
December 31, 2000 17,500 17,500 9,430,083 (19,986,987) (10,539,404)
Proceeds from issuance of common
stock - - - - -
Translation adjustment - - - - -
Net income and comprehensive
income - - - 2,590,727 2,590,727
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December 31, 2001 17,500 17,500 9,430,083 (17,396,260) (7,948,677)
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The accompanying notes are an integral part of these financial statements.
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ENTERSTAND LIMITED
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2001
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1. NATURE OF OPERATIONS AND BUSINESS CONDITIONS
Enterstand Limited ("Enterstand" or the "Company") was incorporated in
December 1998 and is in the business of software development. The Company
is located and conducts its business in the United Kingdom ("U.K.").
In June 2001 Hearst Communications, Inc. ("Hearst"), the majority
shareholder, and Rayfield Limited ("Rayfield"), the minority shareholder,
decided to shut down the operations of Enterstand. As of December 31, 2001,
with the exception of certain remaining contractual commitments, the
related wind-down is substantially completed. See Note 8 for additional
information.
2. SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments readily convertible
into cash (with original maturities of three months or less) to be cash
equivalents.
SOFTWARE DEVELOPMENT COSTS
The Company expenses research and development costs as incurred. The
Company has evaluated the establishment of technological feasibility of its
software products in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 86, "Accounting for the Costs of Computer Software
to be Sold, Leased or Otherwise Marketed." The Company intends to sell its
products in a market that is subject to rapid technological change, new
product development and changing customer needs. Accordingly, technological
feasibility of the Company's products is generally not established until
the development of the product is nearly complete. The Company defines
technological feasibility as the completion of a working model. The time
period during which costs could be capitalized, from the point of reaching
technological feasibility until the time of general product release, is
very short and, consequently, amounts subject to capitalization have not
been significant.
FUNCTIONAL CURRENCY AND FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's functional currency is the U.K. Pound. Financial assets and
liabilities denominated in currencies other than the U.K. Pound are valued
at their fair value in Pounds in the Company's balance sheet and any
changes in fair value are reflected in operations in the period of the
change.
INCOME TAXES
The Company did not pay any amounts for income taxes during the year ended
December 31, 2001. The Company has deferred tax assets of approximately
British Pound 4.6 million relating to net operating loss carryforwards.
The Company has established a deferred income tax asset valuation
allowance for the full amount of these deferred tax assets, as it is more
likely than not that the future benefit of these losses will not be
realized. The Company's net operating losses do not expire.
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COMPREHENSIVE PROFIT
Statement of Financial Accounting Standards (SFAS) No. 130 requires that a
full set of general purpose financial statements include the reporting of
"comprehensive income." Comprehensive income is comprised of two
components: net income and other comprehensive income, with other
comprehensive income being comprised of foreign currency items, minimum
pension liability adjustments and unrealized gains and losses on certain
investments in debt and equity securities. During the year ended December
31, 2001, comprehensive income consisted only of net income.
INDUSTRY SEGMENT AND GEOGRAPHIC INFORMATION
During its history the Company operated as one segment. Substantially all
of the Company's identifiable assets and activities were located in the
United Kingdom.
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
On January 1, 2001, the Company adopted the provisions of SFAS No. 133,
"Accounting for Certain Derivative Instruments and Certain Hedging
Activities" ("SFAS 133"). SFAS 133 requires the Company to recognize all
derivative instruments as assets or liabilities in its balance sheet and
measure them at fair value. The effect of adopting SFAS 133 did not have a
material effect on the Company's consolidated results of operations or
financial position, as we have not been party to any derivative
instruments.
PERVASIVENESS OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the
financial statements, and that affect the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
these estimates.
3. FIXED ASSETS
During 2001 the Company wrote-off or disposed of all fixed assets.
4. INVESTMENTS
During 2000, the Company invested British Pound 9,254 in common stock of
CCC Pathways Espana, a software development company located in Spain. Also
during 2000, the Company determined that this investment and the Company's
receivable balance with CCC Pathways Espana were impaired and recorded an
impairment loss totaling British Pound 149,420. On October 26, 2001 the
Company terminated its consulting contract entered into in Spain and as
part of the termination agreement it was agreed that the Spanish consultant
would provide appropriate assistance and advice in respect of winding down
the operations of CCC Pathways Espana.
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5. RELATED PARTIES
During the year the Company was invoiced British Pound 398,201 by CCC
Information Services Inc. ("CCC") for salary purchases paid out on the
Company's behalf. The amount owed to CCC at December 31, 2000 which has
been forgiven was British Pound 2,986,845.
The Company was also invoiced British Pound 1,967,099 by Rayfield Limited
("Rayfield"), a subsidiary of CCC and a minority shareholder, for salary
costs and fixed asset purchases paid out on the Company's behalf. The
amount owed to Rayfield at December 31, 2001 which has been forgiven was
British Pound 3,207,855.
6. LONG-TERM DEBT, RELATED PARTIES
Long-term debt, related parties consists of the following:
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British Pound
Due to CCC Information Services, Inc. 6,751,370
Due to Hearst Communications, Inc. 1,191,418
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Total long-term debt, related parties 7,942,788
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The above debt bears interest at an annual rate of 9%, compounded
quarterly. All long-term debt matures on March 3, 2005. This debt is
denominated in United States Dollars and has been adjusted to its fair
value as of December 31, 2001, based on the period-end exchange rate. As a
result, a foreign exchange loss of British Pound 133,527 was recognized in
operations during the year ended December 31, 2001.
No interest was paid during the year ended December 31, 2001.
7. COMMON STOCK
At December 31, 2001, the Company had authorized 50,000 shares of
British Pound 1 par value common stock and 17,500 shares were issued and
outstanding. All proceeds from common stock in excess of the stated par
value per share are reflected in additional paid-in capital.
8. SUBSEQUENT EVENTS
In March 2002, Hearst and Rayfield, the Company's majority and minority
shareholders, respectively, terminated their joint venture agreement
regarding the Company, and Rayfield purchased Hearst's interest in the
Company for a nominal sum. Additionally, all long-term debt obligations of
the Company were forgiven by Hearst and CCC Information Services, Inc. in
connection with the decision to terminate the joint venture agreement.
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