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8-K/A - FORM 8-K/A - Speed Commerce, Inc.spdc20150202_8ka.htm
EX-99 - EXHIBIT 99.1 - Speed Commerce, Inc.ex99-1.htm
EX-23 - EXHIBIT 23.1 - Speed Commerce, Inc.ex23-1.htm
EX-99 - EXHIBIT 99.3 - Speed Commerce, Inc.ex99-3.htm

Exhibit 99.2

 

 

 

 

 

SIGMA HOLDINGS, LLC

Indianapolis, Indiana

 

 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

 

 
 

 

 

TABLE OF CONTENTS

 

 PAGE

 

FINANCIAL STATEMENTS

 

Consolidated Balance Sheet

2

Consolidated Statements of Income and Comprehensive Income

3

Consolidated Statements of Stockholders’ Equity

4

Consolidated Statements of Cash Flows

5

Notes to Consolidated Financial Statements

6

 

 
 

 

 

SIGMA HOLDINGS, LLC d.b.a. Fifth Gear

CONSOLIDATED BALANCE SHEETS

 

   

September 30,

   

December 31,

 
   

2014

   

2013

 
   

(Unaudited)

   

(Audited)

 
ASSETS    

CURRENT ASSETS

               

Cash and cash equivalents

  $ 314,810       644,921  

Accounts receivable

    5,461,272       5,773,227  

Accounts receivable, related party

    33,078,335       31,988,239  

Inventories

    1,628,696       1,848,246  

Prepaids expenses and other current assets

    1,142,057       743,861  

Total current assets

    41,625,170       40,998,494  
                 

PROPERTY & EQUIPMENT, net

    7,717,485       7,211,417  
                 

OTHER ASSETS

               

Goodwill

    4,845,793       4,845,793  

Intangibles, net

    1,360,542       1,700,013  

Other assets

    83,363       83,243  

Total other assets

    6,289,698       6,629,049  

TOTAL ASSETS

  $ 55,632,353       54,838,960  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

CURRENT LIABILITIES

               

Outstanding checks in excess of bank balance

  $ 371,781       262,459  

Accounts payable, trade

    2,024,807       1,759,271  

Accounts payable, related party

    24,484,283       24,238,094  

Line of credit - bank

    1,045,316       255,338  

Line of credit - equipment

    190,580       903,085  

Line of credit - inventory

    1,450,823       1,981,685  

Accrued expenses

    1,141,517       1,956,943  

Current maturities of long-term debt

    1,288,929       1,003,674  

Deferred revenue

    137,263       377,193  

Total current liabilities

    32,135,299       32,737,742  
                 

LONG-TERM LIABILITIES

               

Long-term debt, less current maturities

    2,582,021       2,597,868  

Customer deposits

    -       58,000  

Interest rate swap

    92,651       92,651  

Other long-term liabilities

    91,596       95,280  

Total long-term liabilities

    2,766,268       2,843,799  

Total liabilities

    34,901,567       35,581,541  
                 

STOCKHOLDERS' EQUITY

               

Common stock, no par value Authorized, issued, and outstanding shares - 2,700,000

    -       -  

Preferred stock, no par value Authorized, issued, and outstanding shares -125,000

    1,125,000       1,125,000  

Retained earnings

    19,605,786       18,132,419  

Total stockholders' equity

    20,730,786       19,257,419  

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

  $ 55,632,353       54,838,960  

 

 
2

 

 

SIGMA HOLDINGS, LLC d.b.a. Fifth Gear

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

   

September 30,

   

September 30,

 
   

2014

   

2013

   

2014

   

2013

 
                                 

EARNED REVENUE

  $ 13,306,105     $ 13,056,748     $ 40,603,360     $ 37,159,924  
                                 

EXPENSES

                               

Cost of earned revenue

    6,850,951       6,790,357       20,877,395       18,610,261  

Selling, general and administrative

    5,787,075       5,998,136       18,021,714       17,726,746  

Total operating expenses

    12,638,026       12,788,493       38,899,110       36,337,007  
                                 

OPERATING INCOME

    668,079       268,255       1,704,250       822,917  
                                 

OTHER INCOME (EXPENSE)

                               

Interest income

    1,721       1,431       5,304       3,893  

Interest expense

    (56,778 )     (56,740 )     (165,548 )     (159,987 )

Other income

    66,068       450       69,114       450  

Total other income (expense)

    11,011       (54,859 )     (91,130 )     (155,644 )
                                 

NET INCOME

  $ 679,089     $ 213,396     $ 1,613,120     $ 667,273  

 

 
3

 

 

SIGMA HOLDINGS, LLC d.b.a. Fifth Gear

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

Nine Months Ended September 30, 2014

(Unaudited)

 

   

Controlling Interest

         
                                           

Total

 
   

Common Stock

   

Preferred Stock

   

Retained

   

Stockholders'

 
   

Shares

   

Amount

   

Shares

   

Amount

   

Earnings

   

Equity

 
                                                 

BALANCE, DECEMBER 31, 2013

    2,700,000     $ -       125,000     $ 1,125,000     $ 18,132,419     $ 19,257,419  
                                                 

Net income

    -       -       -       -       1,613,120       1,613,120  

Distributions

    -       -       -       -       (139,753 )     (139,753 )
                                                 

BALANCE, SEPTEMBER 30, 2014

    2,700,000     $ -       125,000     $ 1,125,000     $ 19,605,786     $ 20,730,786  

 

 
4

 

 

SIGMA HOLDINGS, LLC d.b.a. Fifth Gear

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   

Nine Months Ended September 30,

 
   

2014

   

2013

 
                 

CASH FLOWS FROM OPERATING ACTIVITIES

               
                 

Net income

  $ 1,613,120     $ 667,273  
                 

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation

    806,555       750,816  

Amortization

    339,472       347,730  

(Gain) / Loss on sale of equipment

    4,520       (450 )

Effects of changes in operating assets and liabilities:

               

Accounts receivable

    (778,141 )     (2,150,400 )

Inventories

    219,550       969,317  

Prepaid expenses and other assets

    (398,316 )     66,020  

Accounts payable

    511,723       264,511  

Accrued expenses

    (819,109 )     (1,147,359 )

Deferred revenue

    (239,929 )     (134,580 )

Customer deposits

    (58,000 )     -  

Net cash provided by operating activities

    1,201,445       (367,122 )
                 

CASH FLOWS FROM INVESTING ACTIVITIES

               
                 

Proceeds from sale of property and equipment

    -       1,200  

Purchases of property and equipment

    (1,317,143 )     (1,380,912 )

Net cash used in investing activities

    (1,317,143 )     (1,379,712 )
                 

CASH FLOWS FROM FINANCING ACTIVITIES

               
                 

Increase/(Decrease) in outstanding checks in excess of bank balance

    109,322       (175,727 )

Net borrowing on line of credit

    (453,390 )     1,164,124  

Proceeds from long-term debt

    1,141,019       853,297  

Payments on long-term debt

    (871,612 )     (681,648 )

Distributions paid

    (139,753 )     (154,893 )

Net cash used in financing activities

    (214,413 )     1,005,153  
                 

INCREASE IN CASH AND CASH EQUIVALENTS

    (330,111 )     (741,681 )
                 

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

    644,921       1,077,346  
                 

CASH AND CASH EQUIVALENTS, END OF PERIOD

  $ 314,810     $ 335,665  

 

 
5

 

 

SIGMA HOLDINGS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

  

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

DESCRIPTION OF BUSINESS

 

Sigma Holdings, LLC (the Company) was formed on September 19, 2008 and is comprised on two wholly owned subsidiaries named Sigma Micro, LLC and Lexton Group, LLC. These businesses are managed collectively while sharing certain facilities and corporate service functions.

 

Sigma Micro, LLC develops and markets a comprehensive set of integrated commerce management solutions for leading specialty retailers in North America, Europe and Japan.

 

Lexton Group, LLC offers outsourced fulfillment and customer service solutions. Lexton Group, LLC provides a full suite of fulfillment, freight, warehousing and contact center services to clients in a broad range of industries, primarily specializing in direct-to-consumer (DTC) retail operations and promotional programs in the United States. It has warehousing facilities in Louisiana, Missouri, and Hazle Township, Pennsylvania, as well as contact center facilities in Louisiana and Moberly, Missouri.

 

INTERIM FINANCIAL INFORMATION

 

The accompanying condensed consolidated financial statements as of September 30, 2014 and for the nine months ended September 30, 2014 and 2013 have not been audited. These unaudited condensed consolidated financial statements reflect all normal recurring adjustments which are, in the opinion of management, necessary to present fairly the Company’s financial position as of September 30, 2014 and its results of operations and cash flows for the periods presented herein. The unaudited condensed consolidated balance sheet does not include all disclosures, including notes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). The results of operations for the periods presented are not necessarily indicative of the operating results to be expected for other interim periods or for the full fiscal year.

 

The unaudited condensed consolidated financial statements were prepared for the purpose of complying with Rule 3-05 of Regulation S-X of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in Exhibit 99.1.

 

The preparation of these unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

PRINCIPLES OF CONSOLIDATION

 

The consolidated financial statements include the accounts of Sigma Holdings, LLC and its wholly owned subsidiaries Sigma Micro, LLC and Lexton Group, LLC. All significant intercompany accounts and transactions have been eliminated in the consolidation.

 

CASH AND CASH EQUIVALENTS

 

The Company considers cash deposits in federally insured accounts and all liquid investments with a maturity of three months or less when purchased to be cash equivalents. At September 30, 2014, balances in the Company’s non-interest bearing and interest bearing transaction deposit accounts were not fully insured by the FDIC, and balances in other deposit accounts are insured by the FDIC up to $250,000 per depositor bank. The Company maintains their cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. In the opinion of the Company’s management, it is believed the deposits in excess of insured amounts are not at risk at September 30, 2014.

 

 
6

 

 

SIGMA HOLDINGS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

 

PROPERTY AND EQUIPMENT

 

Property and equipment are recorded at cost. Assets are depreciated by the straight-line method over their estimated useful lives ranging from three to ten years. The cost of leasehold improvements is amortized over the lesser of the length of the related leases or the estimated useful lives of the assets. Expenditures for renewals and betterments are capitalized. Maintenance and repairs are charged to expense as incurred. Upon disposal, the assets and accumulated depreciation amounts are eliminated, and any resulting gain or loss is reflected in current earnings.

 

REVENUE RECOGNITION

 

The Company derives revenue from fulfillment services, freight services, contact center services, business services, merchandise sales, software licenses, computer hardware and post contract customer support (PCS) and services.

 

The Company recognizes revenue from the sale of merchandise at the time the customer takes possession of the merchandise. The Company honors merchandise returns from customers within 14 days from the date of sale and provides allowances for returns based on historical experience. The Company does not record an allowance for sales returns due to immateriality of return activity. The Company recognizes fulfillment service revenue when the service is completed. Fulfillment and freight revenues are recognized once the order has been fulfilled and the package has been transferred to the control of an independent freight carrier as evidenced by the receipt of a bill of lading. Call center service revenues are recognized in accordance with pricing addendums to the client contract based on the number of calls, emails, minutes or other business parameters. Other business service revenues are recognized as services are rendered.

 

Revenue from software license agreements is recognized when persuasive evidence of an agreement exists, delivery of the product has occurred, the fee is fixed and determinable, and collectability is probable. For fees that are not fixed or determinable, revenue is recognized as payments become due from the customer. If collectability is not considered probable, revenue is recognized when the fee is collected. The Company recognizes revenue from the sale of hardware upon installation. Revenue allocable to PCS is deferred and recognized ratably over the related contract period, generally one year.

 

PCS includes technical support and future unspecified enhancements to the Company’s products on a when-and-if available basis. Services range from installation, training and basic consulting to software modification and customization to meet specific customer needs. In software arrangements that include rights to multiple software products, PCS and/or other services, the Company allocates the total arrangement fee amount to each deliverable based on the relative fair market value of each of the deliverables determined based on vendor-specific objective evidence.

 

The Company records deferred revenue for software arrangements when cash has been received from the customer and the arrangement does not qualify for revenue recognition under the Company’s revenue recognition policy.

 

SHIPPING AND HANDLING COSTS

 

Shipping and handling costs are included in cost of earned revenue.

 

GOODWILL

 

Goodwill is tested annually for impairment. If the discounted present value of future cash flows is lower than its carrying amount, an impairment is indicated and goodwill is written down to its estimated fair value. Subsequent increases in goodwill value are not recognized in the consolidated financial statements. All goodwill arose from the acquisition of and is allocated to Lexton Group, LLC.

 

INTANGIBLE ASSETS

 

The Company has other intangible assets including customer relationships, intellectual property and non-compete agreements. Amortization for the customer relationships, intellectual property and non-compete agreements are computed using the straight-line method with lives ranging from five to ten years.

 

 
7

 

 

SIGMA HOLDINGS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

 

INCOME TAXES

 

The Companies have elected to be classified as either an S Corporation or a Limited Liability Company under the Internal Revenue Code. Such entities are not subject to income tax and, accordingly, no provisions for federal or state taxes on income are required. Under the election, the stockholders must include the taxable income or loss in their personal income tax returns, whether or not distributed. The federal and state income tax returns of the Company are subject to examination by the Internal Revenue Service (IRS) and state taxing authorities generally for three years after they were filed.

 

ACCOUNTS RECEIVABLE

 

The Company sells to customers using credit terms customary in its industry. Interest is not normally charged on receivables. Management establishes a reserve for losses on its accounts based on historic loss experience, the current aging of receivables, a specific review for potential bad debts and current economic conditions. Losses are charged off to the reserve when management deems further collection efforts will not produce additional recoveries.

 

INVENTORY

 

Inventory is valued at the lower of the cost of the inventory or fair market value. For certain inventory items, of which the Company maintains ownership until the product is purchased and distributed to the end consumer, the Company utilizes FOB shipping point to determine ownership of the inventory. This inventory is also subject to an agreement with one customer to be repurchased should the customer relationship be terminated.

 

IMPAIRMENT OF LONG-LIVED ASSETS

 

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at lower of carrying amount or fair value less costs to sell.

 

RESEARCH AND DEVELOPMENT

 

Research and development expenditures are generally charged to operations as incurred. Generally accepted accounting principles (“GAAP”) requires capitalization of certain software development costs subsequent to the establishment of technological feasibility. Based on the Company’s product development costs, technological feasibility is established upon completion of a working model. Costs incurred by the Company between the completion of the working model and the point at which the product is ready for general release, have been insignificant.

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (the “Update 2014-09”) to clarify the principles used to recognize revenue for all entities. The new guidance is effective for annual and interim periods beginning after December 15, 2016 with no early adoption permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is currently evaluating the effect, if any, the adoption of this guidance will have on its financial position, results of operations or cash flows.

 

NOTE 2 – SUPPLEMENTAL CASH FLOW INFORMATION

 

For the three months ended September 30, 2014 and 2013, the cash paid for interest was $56,584 and $56,871, respectively. For the nine months ended September 30, 2014 and 2013, the net cash paid for interest was $166,971 and $160,060, respectively.

 

 
8

 

 

SIGMA HOLDINGS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

 

NOTE 3 – INTANGIBLE ASSETS

 

The carrying basis and accumulated amortization of recognized other amortized intangible assets as of September 30, 2014 and December 31, 2013, respectfully, were:

 

           

September 30, 2014

(Unaudited)

   

December 31, 2013

 
   

Amortization

Period

(Years)

   

Gross

Carrying

Amount

   

Accumulated

Amortization

   

Gross

Carrying

Amount

   

Accumulated

Amortization

 
                                         

Customer relationships

    10     $ 4,636,400     $ 3,284,117     $ 4,636,400     $ 2,936,387  

 

NOTE 4 – PROPERTY AND EQUIPMENT

 

Property and equipment, net of accumulated depreciation, consists of the following major classes as of September 30, 2014 and December 31, 2013, respectfully:

 

   

September 30, 2014

(Unaudited)

    December 31, 2013  

Building and leasehold improvements

  $ 5,557,717     $ 4,640,840  

Data processing equipment and software

    3,887,080       3,823,252  

Warehouse and office equipment

    3,298,990       3,103,157  

Capital in progress

    121,943       213,497  

Automobiles

    51,869       51,869  
      12,917,599       11,832,615  

Accumulated depreciation

    (5,200,114 )     (4,621,198 )
    $ 7,717,485     $ 7,211,417  

 

 

NOTE 5 – DEBT

 

At September 30, 2014, Sigma Holdings, LLC, Sigma Micro, LLC and Lexton Group, LLC (“Borrower”) have a $4,000,000 revolving line of credit for which Sigma Holdings, Inc. is the guarantor. Sigma Holdings, Inc. is a holding company that owns approximately 85% of Sigma Holdings, LLC as of September 30, 2014. The line of credit is secured by substantially all of the Company’s (including its consolidated subsidiaries’) business assets. The revolver matures on August 1, 2015. Interest is payable at the monthly published LIBOR plus 2.00% (2.15% at September 30, 2014). At September 30, 2014, there was $1,045,316 borrowed against this line.

 

At September 30, 2014, the Company has a $2,700,000 equipment credit facility that is secured by substantially all of the Company’s (including consolidated subsidiaries) business assets. The revolver matures on August 1, 2015. Interest is payable at the monthly published LIBOR plus 2.00% (2.15% at September 30, 2014). At September 30, 2014, there was $190,580 borrowed against this line.

 

At September 30, 2014, the Company has a $3,500,000 revolving line of credit that was extended to the Company by a customer to facilitate the purchase of approved inventory items from approved suppliers, for sale and distribution in accordance with a distribution agreement. The revolving line of credit is secured by the inventory acquired. The revolver matures in February 2016. Interest is payable at the monthly published LIBOR plus 1.50% (1.65% at September 30, 2014). At September 30, 2014, there was $1,450,822 borrowed against this line.

 

The credit agreement with the bank contains various financial and non-financial restrictive covenants, including a fixed charge coverage ratio and a bank debt to EBITDA ratio. As of September 30, 2014, the Company was not aware of any violations of the bank covenants.

 

 
9

 

 

SIGMA HOLDINGS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

 

Term loan debt was follows as of September 30, 2014 and December 31, 2013, respectively:

 

 

   

September 30, 2014

(Unaudited)

   

December 31, 2013

 

Mortgage note, bank – monthly payments of $7,467 plus variable rate interest at LIBOR plus 200 basis points (2.15%); secured by real estate; due May 2016; hedged by interest rate swap agreement with fixed interest rate of 5.96%.

  $ 1,493,333     $ 1,560,533  
                 

Note payable, bank – monthly payments of $17,490 plus variable rate interest at LIBOR plus 200 basis points (2.15%); secured by equipment; due May 2015; hedged by interest rate swap agreement with fixed interest rate of 3.42%.

    139,921       297,331  
                 

Note payable, bank – requiring monthly payments of $10,251 plus variable rate interest at LIBOR plus 200 basis points (2.15%); secured by substantially all of the Company’s (including consolidated subsidiaries) business assets; due May 2015; hedged by interest rate swap agreement with fixed interest rate of 3.42%.

    82,010       174,272  
                 

Note payable, bank – requiring monthly payments of $30,654 plus variable rate interest at LIBOR plus 200 basis points (2.15%); secured by substantially all of the Company’s (including consolidated subsidiaries) business assets; due April 2016; hedged by interest rate swap agreement with fixed interest rate of 2.95%.

    582,435       858,325  
                 

Note payable, bank – requiring monthly payments of $17,777 plus variable rate interest at LIBOR plus 200 basis points (2.15%); secured by substantially all the Company’s (including consolidated subsidiaries) business assets; due April 2017; hedged by interest rate swap agreement with fixed interest rate of 2.87%.

    551,088       711,081  
                 

Note payable, bank – requiring monthly payments of $23,771 plus variable rate interest at LIBOR plus 200 basis points (2.15%); secured by substantially all the Company’s (including consolidated subsidiaries) business assets; due April 2018; hedged by interest rate swap agreement with fixed interest rate of 3.15%.

    1,022,163       -  
                 

Less: current maturities

    (1,288,929 )     (1,003,674 )
                 
    $ 2,582,021     $ 2,597,868  

 

 

NOTE 6 – COMMITMENTS AND CONTINGENCIES

 

In the normal course of business, the Company is involved in a few litigation matters that are incidental to the operation of the Company’s business. The proceedings include fully insured worker compensation disputes and a claim for an alleged third party payable.

 

The Company does not believe that the resolution of any pending matters will have a material adverse effect on the Company’s consolidated results of operations, financial position or liquidity. No amounts were accrued with respect to the proceedings as of September 30, 2014.

 

NOTE 7 – SUBSEQUENT EVENTS

 

On November 21, 2014 (the “Close Date”), the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Speed Commerce, Inc. and one of its subsidiaries (collectively, the “Purchasers”). Under the Purchase Agreement, the Purchasers purchased substantially all of the assets of the Company and its subsidiaries on the Close Date.

 

 
10

 

 

SIGMA HOLDINGS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

 

The total consideration under the Purchase Agreement (the “Purchase Price”) was nine times Adjusted EBITDA for the Company’s 2014 fiscal year as defined therein. The Purchase Price was comprised of $55 million in cash paid on the Close Date and an Earn Out potential of up to 7,000,000 shares of Purchaser’s Common Stock that will be determined within ten days of the filing of the Purchaser’s quarterly report on Form 10-Q for the third quarter of its 2015 fiscal year. Potential adjustments include a working capital adjustment. The Purchase Agreement contains customary representations and warranties and indemnification obligations.

 

 

 

 

This information is an integral part of the accompanying condensed consolidated financial statements.

 

 

 

11