EXHIBIT 99.3

 

 

AGILE RESOURCES, INC.

 

FINANCIAL STATEMENTS

 

SIX MONTHS ENDED JUNE 30, 2015 AND 2014

 

DECEMBER 31, 2014

 

 
1
 

 

AGILE RESOURCES, INC.

 

TABLE OF CONTENTS

 

 

 

Page

 

 

 

 

 

Financial Statements - unaudited

 

 

 

 

 

 

 

Balance Sheets

 

 

3

 

 

 

 

 

 

Statements of Income and Retained Earnings

 

 

4

 

 

 

 

 

 

Statements of Cash Flows

 

 

5

 

 

 

 

 

 

Notes to Financial Statements

 

 

6

 

 

 
2
 

 

AGILE RESOURCES, INC.

BALANCE SHEETS

 (unaudited)

 

 

 

June 30,

 

 

December 31,

 

 

 

2015

 

 

2014

 

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash

 

$ 77,354

 

 

$ 456,329

 

Accounts receivable, net

 

 

1,010,991

 

 

 

782,983

 

Prepaid expenses and other current assets

 

 

191,956

 

 

 

176,378

 

Total current assets

 

 

1,280,301

 

 

 

1,415,690

 

 

 

 

 

 

 

 

 

 

Property and equipment - at cost, less accumulated

 

 

 

 

 

 

 

 

depreciation and amortization

 

 

265,431

 

 

 

322,718

 

Other assets

 

 

13,618

 

 

 

15,133

 

 

 

$ 1,559,350

 

 

$ 1,753,541

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDER'S EQUITY

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Line of credit

 

$ 337,000

 

 

$ 473,332

 

Accounts payable and accrued expenses

 

 

483,672

 

 

 

362,994

 

Capital leases-current portion

 

 

57,884

 

 

 

60,496

 

Deferred rent-current portion

 

 

54,004

 

 

 

47,241

 

Total current liabilities

 

 

932,560

 

 

 

944,063

 

 

 

 

 

 

 

 

 

 

Capital leases

 

 

33,401

 

 

 

61,445

 

Deferred rent

 

 

154,066

 

 

 

184,626

 

Total long-term liabilities

 

 

187,467

 

 

 

246,071

 

 

 

 

 

 

 

 

 

 

Commitments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholder's equity

 

 

 

 

 

 

 

 

Common stock, no par value, 10,000 shares authorized and 2,000 issued and outstanding

 

 

500

 

 

 

500

 

Retained earnings

 

 

438,823

 

 

 

562,907

 

 

 

 

439,323

 

 

 

563,407

 

 

 

$ 1,559,350

 

 

$ 1,753,541

 

 

See notes to financial statements.

 

 
3
 

 

AGILE RESOURCES, INC.

STATEMENTS OF INCOME AND RETAINED EARNINGS

 (unaudited)

 

 

 

Six Months Ended June 30,

 

 

 

2015

 

 

2014

 

 

 

 

 

 

 

 

Net revenues

 

 

 

 

 

 

Contract staffing services

 

$ 3,226,625

 

 

$ 3,078,937

 

Direct hire placement services

 

 

552,200

 

 

 

818,650

 

 

 

 

3,778,825

 

 

 

3,897,587

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

 

2,430,858

 

 

 

2,351,444

 

Gross profit

 

 

1,347,967

 

 

 

1,546,143

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

General and administrative

 

 

1,036,476

 

 

 

1,429,240

 

 

 

 

 

 

 

 

 

 

Income from operations

 

 

311,491

 

 

 

116,903

 

 

 

 

 

 

 

 

 

 

Other expense

 

 

 

 

 

 

 

 

Interest and other expense

 

 

14,370

 

 

 

53,953

 

Net income

 

 

297,121

 

 

 

62,950

 

 

 

 

 

 

 

 

 

 

Retained earnings, beginning of year

 

 

562,907

 

 

 

418,507

 

 

 

 

 

 

 

 

 

 

Distributions, net

 

 

(421,205 )

 

 

(182,584 )

Retained earnings, end of year

 

$ 438,823

 

 

$ 298,873

 

 

See notes to financial statements.

  

 
4
 

 

AGILE RESOURCES, INC.

STATEMENTS OF CASH FLOWS

 (unaudited)

 

 

 

Six Months Ended June 30,

 

 

 

2015

 

 

2014

 

Cash flows from operating activities

 

 

 

 

 

 

Net income

 

$ 297,121

 

 

$ 62,950

 

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

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

60,053

 

 

 

64,185

 

Changes in assets and liabilities

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(228,008 )

 

 

66,620

 

Accounts payable and accrued expenses

 

 

120,678

 

 

 

145,676

 

Prepaid expenses

 

 

(15,578 )

 

 

56,995

 

Deferred rent

 

 

(23,797 )

 

 

(21,229 )

Net cash provided by operating activities

 

 

210,469

 

 

 

375,197

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Acquisition of property and equipment

 

 

(950 )

 

 

(12,586 )

Net cash used in investing activities

 

 

(950 )

 

 

(12,586 )
 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Borrowings (repayments) under line of credit, net of fees

 

 

(136,633 )

 

 

351

 

Payments under capital lease

 

 

(30,656 )

 

 

(34,815 )

Stockholder's distributions

 

 

(421,205 )

 

 

(182,584 )

Net cash used in financing activities

 

 

(588,494 )

 

 

(217,048 )
 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

(378,975 )

 

 

145,563

 

Cash, beginning of year

 

 

456,329

 

 

 

184,695

 

Cash, end of year

 

$ 77,354

 

 

$ 330,258

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow disclosures

 

 

 

 

 

 

 

 

Interest paid

 

$ 5,000

 

 

$ 11,034

 

 

See notes to financial statements.

 

 
5
 

 

Agile Resources, Inc.

Notes to Financial Statements (unaudited)

 

1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Description of Business

 

Agile Resources, Inc., (the “Company”), is incorporated in the state of Georgia. The Company provides innovative information technology (“IT”) staffing solutions and IT consulting services ranging from legacy platforms to emerging technologies to a diversified client base across various industries.

 

Use of Estimates

 

Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates.

 

Revenue Recognition

 

Direct hire placement service revenues are recognized when applicants accept offers of employment, less a provision for estimated losses due to applicants not remaining employed by the Company’s guarantee period. Contract staffing service revenues are recognized when services are rendered.

 

Refunds during the period are reflected in the statements of income as a reduction of revenue. Expected future refunds are reflected in the balance sheets as a reduction of accounts receivable and were approximately $0 as of June 30, 2015 and December 31, 2014.

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

 

The Company’s cash balances are maintained at various banks. Balances are insured by the Federal Deposit Insurance Corporation subject to certain limitations.

 

Accounts Receivable

 

Accounts receivable are stated at the amounts management expects to collect. An allowance for doubtful accounts is recorded based on a combination of historical experience, aging analysis and information on specific accounts. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Management has determined that no allowance is required at June 30, 2015 and December 31, 2014.

 

 
6
 

  

Agile Resources, Inc.

Notes to Financial Statements (unaudited)

 

1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Property and Equipment

 

Property and equipment are stated at cost. Depreciation is providing using the straight-line method over estimated useful life of one to seven years. Leasehold improvements are amortized over the shorter of the useful life of the related asset or the period of the lease.

 

Long-Lived Assets

 

The Company reviews the carrying value of its long-lived assets whenever events or changes in circumstances indicate that the carrying values may no longer be appropriate. Recoverability of carrying values is assessed by estimating future net cash flows from the assets. Based on management's evaluations, no impairment charge was deemed necessary at June 30, 2015. Impairment assessment inherently involves judgment as to assumptions about expected future cash flows and the impact of market conditions on those assumptions. Future events and changing market conditions may impact management's assumptions as to sales prices, rental rates, costs, holding periods or other factors that may result in changes in the Company’s estimates of future cash flows. Although management believes the assumptions used in testing for impairment are reasonable, changes in any one of the assumptions could produce a significantly different result.

 

Advertising Costs

 

Advertising costs, which are expensed as incurred, totaled approximately $36,831 and $17,641 for the six months ended June 30, 2015 and 2014, respectively.

 

Income Taxes

 

The Company has elected S Corporation status for federal income tax and Georgia corporation business tax purposes. Under these elections, the Company is not a taxpaying entity for federal and state income tax purposes and, accordingly, no provision has been made for such income taxes, except for a minimum state corporate business tax. The stockholders’ allocable share of the Company’s income or loss is reportable on their income tax returns.

 

Subsequent Events

 

These financial statements were approved by management and available for issuance on October 14, 2015. Management has evaluated subsequent events through this date.

 

 
7
 

 

Agile Resources, Inc.

Notes to Financial Statements (unaudited)

 

2 - PROPERTY AND EQUIPMENT

 

Property and equipment consist of the following:

 

 

 

June 30,

2015

 

 

December 31,

2014

 

 

 

 

 

 

 

 

Furniture and equipment

 

$ 431,708

 

 

$ 431,708

 

Computer equipment and software

 

 

52,979

 

 

 

52,029

 

Leasehold improvements

 

 

257,855

 

 

 

257,855

 

 

 

 

742,542

 

 

 

741,592

 

Less - Accumulated depreciation and amortization

 

 

477,111

 

 

 

418,874

 

 

 

$ 265,431

 

 

$ 322,718

 

 

Depreciation expense for the six months ended June 30, 2015 and 2014 was $43,299 and $48,065, respectively.

 

Included in property and equipment are gross assets under capital lease of $291,589 at June 30, 2015 and December 31, 2014 offset by accumulated depreciation of $204,113 and $174,954 at June 30, 2015 and December 31, 2014, respectively. Depreciation expense for assets under capital lease was $29,159 for both the six months ended June 30, 2015 and 2014.

 

3 - LINE OF CREDIT

 

On February 25, 2014 the Company entered into a $1,500,000 revolving line of credit with Fifth Third Bank. The line of credit is guaranteed by U.S. Small Business Administration and the shareholder of the Company and is collateralized by accounts receivable and other assets as pledged by the Company. The initial interest rate was set at 3.5% and will be adjusted every calendar quarter at Prime Rate plus .250% (3.5% at December 31, 2014). The Company had $337,000 in borrowings as of June 30, 2015 and approximately $620,000 of available borrowings as of December 31, 2014.

 

4 - CAPITAL LEASE OBLIGATIONS

 

The Company leases computer equipment and furniture under various capital leases. The agreements require monthly payments of $5,039, including interest. Future minimum lease payments are as follows:

 

Year Ending June 30,

 

 

 

2016

 

$ 58,451

 

2017

 

 

33,253

 

Total minimum lease payments

 

 

91,704

 

 

 

 

 

 

Less - Amount representing interest

 

 

419

 

Present value of minimum lease payments

 

 

91,285

 

 

 

 

 

 

Less - Current maturities

 

 

57,884

 

 

 

$ 33,401

 

 

 
8
 

 

Agile Resources, Inc.

Notes to Financial Statements (unaudited)

 

5 - LEASE COMMITMENTS

 

The Company's Alpharetta, Georgia facility is leased through February 28, 2019. Annual rent payments are exclusive of required payments for increases in real estate taxes and operating costs over base period amounts.

 

Total minimum future annual rentals, exclusive of real estate taxes and related costs, are approximately as follows:

 

Year Ending June 30,

 

 

 

2016

 

$ 154,490

 

2017

 

 

159,123

 

2018

 

 

163,900

 

2019

 

 

111,856

 

 

 

$ 589,369

 

 

Rent expense, including real estate taxes and related costs, for the six months ended June 30, 2015 and 2014 aggregated approximately $55,949 and $54,506, respectively.

 

6 - RETIREMENT PLAN

 

The Company has a 401(k) profit sharing plan for all employees who have attained the age of 21 and completed one year of service. The Company, at its discretion, may make matching contributions and/or bonus contributions. The Company also has a profit sharing plan covering eligible employees. Retirement plan expense for both the six months ended June 30, 2015 and 2014 was $0.

 

7 - MAJOR CUSTOMERS

 

The Company had major customers in each of the years presented. A major customer is defined as one that makes up ten-percent or more of total revenues in a particular year or has an outstanding accounts receivable balance as of the year end. Net revenues for the six months ended June 30, 2015 and 2014 include sales to major customers as follows:

 

 

 

June 30,

 

 

 

2015

 

 

2014

 

 

 

 

 

 

 

 

Customer A

 

 

47 %

 

 

21 %

Customer B

 

*

 

 

 

15 %

___________

*- Below 10% not deemed a major customer

 

Accounts receivable balances as of June 30, 2015 and December 31, 2014 to major customers are as follows:

 

 

 

June 30,

2015

 

 

December 31,

2014

 

 

 

 

 

 

 

 

 

 

Customer A

 

 

65 %

 

 

52 %

 

8 - SUBSEQUENT EVENTS

 

On July 31, 2015, the Company entered into a Stock Purchase Agreement with General Employment Enterprises (“GEE”) for 100% of the outstanding stock of the Company. Under the purchase method of accounting, the transaction was valued for accounting purposes at an estimated $3,507,000.

 

 

9