Exhibit 99.2
BrightLane.com, Inc. (a Development Stage Company)
Balance Sheets
As of June 30, 2001 and December 31, 2000 Unaudited
June 30, December 31,
2001 2000
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ASSETS
Current assets:
Cash and cash equivalents $ 12,857,321 $ 18,967,048
Accounts receivable 66,259 22,723
Related party receivables -- 3,829
Prepaids and other current assets 114,648 268,418
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Total current assets 13,038,228 19,262,018
Property and equipment, net 1,058,513 1,392,432
Restricted funds 551,442 537,054
Goodwill 82,236 117,480
Investment in TeamStaff Preferred Stock 3,500,000 --
Intangibles and other assets 520,443 661,808
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$ 18,750,861 $ 21,970,792
============ ============
LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities $ 365,882 $ 430,770
Capital lease obligations, current portion 17,252 19,892
Unearned revenue 98,333 59,167
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Total current liabilities 481,467 509,829
Long-term debt
Capital lease obligations 20,631 31,198
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502,098 541,027
STOCKHOLDERS' EQUITY
Stockholders' equity:
Preferred stock 40,157,180 38,281,180
Common stock 1,438,957 1,438,957
Accumulated deficit (23,347,374) (18,290,372)
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Total stockholders' equity 18,248,763 21,429,765
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$ 18,750,861 $ 21,970,792
============ ============
The accompanying notes to financial statements are an integral part of
these financial statements
BrightLane.com, Inc.
Statements of Operations
For the Six Month Periods Ended June 30, 2001 and 2000 and the period from May
7, 1999 (Date of Inception) through June 30, 2001 Unaudited
Period May 7, 1999
(Date of Inception)
June 30, June 30, Through
2001 2000 June 30, 2001
------------ ------------ ------------------
Net Revenues $ 159,619 $ 58,521 $ 364,019
Cost Of Revenues 135,779 49,678 313,897
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Gross Profit 23,840 8,843 50,122
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Operating Expenses
Operating Expenses 3,252,591 9,194,481 21,918,646
Depreciation & Amortization 529,984 330,312 1,670,731
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Total Operating Expenses 3,782,575 9,524,793 23,589,377
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Loss From Operations (3,758,736) (9,515,950) (23,539,255)
Interest & Other Income 577,734 378,370 2,114,816
------------ ------------ ------------
Net Loss (3,181,002) (9,137,580) (21,424,439)
------------ ------------ ------------
Charge Related to Contingent Warrants (1,876,088) -- (1,876,088)
------------ ------------ ------------
Net Loss Attributable to Common Stockholders $ (5,057,090) $ (9,137,580) $(23,300,527)
============ ============ ============
Net Loss Per Share:
Basic (1.04) (1.89) (5.24)
Diluted (1.04) (1.89) (5.24)
Shares Used for Computing Net Loss Per Share:
Basic 4,841,400 4,841,400 4,449,231
Diluted 4,841,400 4,841,400 4,449,231
The accompanying notes to financial statements are an integral part of
these financial statements
BrightLane.com, Inc.
Statements of Cash Flows
For the Six Month Periods Ended June 30, 2001 and 2000 and the period from May
7, 1999 (Date of Inception) through June 30, 2001 Unaudited
Period May 7, 1999
(Date of Inception)
June 30, June 30, Through
2001 2000 June 30, 2001
------------ ------------ -------------------
OPERATING ACTIVITIES:
Net Loss $ (3,181,003) $ (9,137,578) $(21,424,441)
Adjustments for items not effecting cash
Depreciation 353,373 295,068 1,198,008
Amortization 176,610 35,244 472,722
Loss on disposal of fixed assets -- -- 195,221
Noncash compensation -- -- 1,063,296
------------ ------------ ------------
Changes in Components of Working Capital
Accounts receivable (39,707) (3,598) (66,259)
Prepaid expenses and other current assets 153,769 (1,296,167) (114,649)
Other assets -- (438,113) (895,641)
Accounts payable (32,975) (374,240) 365,882
Other current liabilities (31,913) -- --
Unearned revenue 39,167 -- 98,334
------------ ------------ ------------
Net cash used in operating activities (2,562,679) (10,919,384) (19,107,527)
------------ ------------ ------------
INVESTING ACTIVITIES:
Purchases of property and equipment (19,454) (371,748) (2,402,006)
Purchases of long-term certificates of deposit (14,387) (12,700) (517,877)
Acquisition, net of cash acquired -- -- (180,486)
Proceeds from sale of fixed assets -- -- 6,715
Purchase of TeamStaff Preferred Stock (3,500,000) -- (3,500,000)
------------ ------------ ------------
Net cash used in investing activities (3,533,842) (384,448) (6,593,654)
------------ ------------ ------------
FINANCING ACTIVITIES:
Proceeds from stock issuances -- -- 19,059,730
Proceeds from Long-Term Debt and Capital Lease Obligations -- 21,991 19,519,156
Proceeds from exercising stock options -- -- 19,200
Payment on Long-Term Debt and Capital Lease Obligations (13,207) (10,371) (39,584)
Costs Related to Preferred Stock Issuance -- --
------------ ------------ ------------
Net cash provided by/(used in) financing activity (13,207) 11,620 38,558,502
------------ ------------ ------------
(DECREASE)INCREASE IN CASH AND CASH EQUIVALENTS (6,109,727) (11,292,212) 12,857,321
CASH AND CASH EQUIVALENTS:
Beginning of Period 18,967,048 19,254,095 --
------------ ------------ ------------
End of month $ 12,857,321 $ 7,961,883 $ 12,857,321
============ ============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 503 $ 959 $ 6,883
SUPPLEMENTAL INFORMATION REGARDING NONCASH INVESTING
AND FINANCING ACTIVITIES:
Acquisition of property and equipment under capital leases $ -- $ -- $ 58,311
============ ============ ============
Issuance of common stock and stock options in connection with
acquisition $ -- $ -- $ 19,495,025
============ ============ ============
The accompanying Notes to Interim Financial Statements are an integral part of
these financial statements
BRIGHTLANE.COM, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The accompanying Brightlane.com, Inc (the "Company") unaudited interim
condensed financial statements and related notes thereto have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
Accordingly, certain information and note disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been omitted pursuant to such
rules and regulations. The accompanying interim condensed financial statements
and related notes thereto should be read in conjunction with the Company's
audited financial statements and related notes included in Resitration
Statement No. 333-61730 of Teamstaff, Inc..
The information furnished is unaudited, but reflects, in the opinion of
management, all adjustments, consisting of only normal recurring items,
necessary for a fair presentation of the results for the interim periods
presented. Interim results are not necessarily indicative of results for a full
year.
CONTINGENT WARRANTS
In January 2001, the contingency period ended with respect to contingent
warrants issued with the series C preferred stock and the warrants were
exercised. Consequently, Brightlane has recorded a charge of $1,876,088 to
accumulated deficit reflecting the value of the warrants and beneficial
conversion feature associated with the warrants.
NET LOSS PER SHARE
Historical basic and diluted earnings per share are calculated using the
weighted average shares of common stock outstanding, reduced for shares subject
to repurchase by the Company. For the six months ended June 30, 2001 and 2000,
stock options and warrants totaling 2,576,480 and 3,809,340 shares respectively
and preferred stock totaling 2,292,457 and 38,390(see Note 8 to the December 31,
2000 financial statements), shares respectively, are excluded from the
calculation of diluted net loss per share as they would be anti-dilutive.
ACQUISITION BY TEAM STAFF
On March 6, 2001, the Company signed a Plan and Agreement of Merger with
TeamStaff, Inc., a New Jersey Corporation. Under the terms of the agreement, a
subsidiary of TeamStaff will merge with the Company and issue to the
shareholders of the Company 8,066,631 shares of TeamStaff common stock. It is
expected that the Company's shareholders will own as much as 49.9% of the
combined entity following closing. This transaction closed on August 31, 2001.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial
Accounting Standards No. 133 ("SFAS No. 133"), Accounting for Derivative
Instruments and Hedging Activities, which establishes accounting and reporting
standards for derivative instruments and hedging activities. SFAS No. 133, as
amended by SFAS 137 and 138, was effective for the Company as of January 1, 2001
and requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. The effect of adopting the provisions of SFAS No. 133, as
amended, did not have a significant impact on the Company's financial position,
results of operations, and cash flows.
EARNINGS PER SHARE
The following table reconciles the differences in loss and shares
outstanding between basic and diluted for the periods indicated.
Period Ended June 30, 2000 Period Ended June 30, 2001
------------------------------------- --------------------------------------
Loss Shares Per- Loss Shares Per-
Share Share
Amount Amount
----------- --------- ------ ----------- --------- -------
Basic EPS $(9,137,580) 4,841,400 $(1.89) $(5,057,090) 4,841,400 $(1.04)
Effective of dilutive securities
Options and warrants -- -- -- --
Convertible preferred stock -- -- -- --
Diluted EPS $(9,137,580) 4,841,400 $(1.89) $(5,057,090) 4,841,400 $(1.04)