INTERSEARCH GROUP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the Nine Months Ended September 30, 2007 and 2006 (Unaudited)
(1)
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Description of Business and Basis of Presentation
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The accompanying unaudited condensed consolidated financial statements include the accounts of InterSearch Group, Inc. and its wholly-owned subsidiaries which consist of Walnut Ventures, Inc. (Walnut),
InterSearch Corporate Services, Inc. (ICS), La Jolla Internet Properties, Inc. (La Jolla), Internet Revenue Services, Inc. (IRS), Overseas Internet Properties, Inc. (Overseas), Dotted Ventures, Inc.
(Dotted), and Banks.com, Inc. (Banks), collectively, the Company.
The unaudited condensed consolidated
financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the instructions of Item 310(b) of Regulation
S-B under the Securities Act of 1933, as amended. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2007 are not necessarily indicative of the results that may
be expected for the year ended December 31, 2007, or for any other period. The condensed consolidated balance sheet at December 31, 2006 has been derived from the audited consolidated financial statements at that date, but does not include
all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. These unaudited condensed consolidated financial statements and notes should be read in
conjunction with the Companys audited financial statements and accompanying notes included in the Annual Report on Form 10-KSB for the year ended December 31, 2006 filed with the Securities and Exchange Commission (the SEC).
Walnut operates in the pay-per-click search engine and Internet advertising industries.
ICS is engaged principally in the business of providing highly skilled Internet and technology consultants through outsourcing to entities operating
within the banking, insurance and securities sectors. ICSs primary market is the continental United States.
La Jolla operates in the
pay-per-click search engine and Internet advertising industries.
IRS owns and maintains a large portion of the domain portfolio that
operates in the direct navigation market, including
www.irs.com
.
Overseas operates in the international pay-per-click search engine
and Internet advertising industries.
Dotted owns an ICANN accredited domain Registrar business that allows the Company to continue to build
out its service offering in and around domain portfolio management.
Banks was incorporated solely for the purpose of effecting a change in
the Companys name to Banks.com, Inc. The Company expects the name change to become effective on or after November 27, 2007, at which time Banks will be dissolved.
(2)
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Significant Accounting Policies
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The preparation of 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. These judgments are
difficult as matters that are inherently uncertain directly impact their valuation and accounting. Actual results may vary from managements estimates and assumptions.
The Companys significant accounting policies are disclosed in the Companys Annual report on Form 10-KSB for the year ended
December 31, 2006 filed with the SEC.
(continued)
6
INTERSEARCH GROUP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(2)
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Significant Accounting Policies, Continued
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Stock Compensation.
Effective January 1, 2006, the Company adopted the fair value recognition provisions of
Financial Accounting Standards Board (FASB) Statement No. 123(R),
Share-Based Payment,
(Statement of Financial Accounting Standards (SFAS) 123(R)), using the modified-prospective-transition method. Under that transition method,
compensation cost recognized includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006 based on the grant date fair value calculated in accordance with the original provisions
of SFAS 123, and (b) compensation cost for all share-based payments granted subsequent to December 31, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123(R).
The Company established the 2004 Equity Incentive Plan (the 2004 Plan) for employees and non-employee directors of the
Company and reserved 1,531,624 shares of common stock for the 2004 Plan. As of December 16, 2005, the Companys board of directors terminated the 2004 Plan and replaced it with the 2005 Equity Incentive Plan (2005 Plan). This
termination did not affect any outstanding options under the 2004 Plan, and all such options will continue to remain outstanding and governed by the 2004 Plan. Any Company employee, director, officer, consultant or advisor is eligible to receive an
award under the 2005 Plan. The 744,124 shares available for issuance under the 2004 Plan as of December 16, 2005 were transferred to the 2005 Plan. On December 16, 2005, the board of directors of the Company approved and adopted an
amendment to the 2005 Plan, subject to approval by the holders of a majority of the common stock, which approval became effective on July 27, 2006. The amendment increases from 744,124 to 1,744,124, the number of shares of common stock
available to be granted under the 2005 Plan. At September 30, 2007, 222,953 shares remained available for grant. However, as discussed in Note (9), the available shares are expected to increase to 1,022,953 on or after November 27, 2007.
Both incentive stock options and nonqualified stock options can be granted under the equity incentive plans. The exercise
price of the stock options is determined by the board of directors at the time of grant, but can not be less than the fair market value of the common stock on the date of grant. The standard vesting schedule for stock options issued under the plans
occurs over a four year period. The stock options must be exercised within ten years from the date of grant.
A summary of
the stock option activity in the Companys equity incentive plans is as follows (dollars in thousands, except per share amounts):
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Number of
Shares
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Weighted-
Average
Per Share
Exercise
Price
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Weighted-
Average
Remaining
Contractual
Term
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Aggregate
Intrinsic
Value
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Outstanding at December 31, 2006
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1,612,500
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$
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1.24
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Granted
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1,045,000
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2.56
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Forfeited
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(455,470
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)
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1.62
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Exercised
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(162,246
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)
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0.51
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Outstanding at September 30, 2007
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2,039,784
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$
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1.89
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8.8 years
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$
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307
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Exercisable at September 30, 2007
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746,308
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$
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1.41
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8.2 years
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$
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215
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The total intrinsic value of options exercised during the three and nine months
ended September 30, 2007 was $82,000 and $274,000 respectively, compared to $96,000 and $109,000 respectively for the same periods in 2006. There was no tax benefit recognized for the incentive stock options exercised in any of these periods.
At September 30, 2007, the Company had 1,293,476 unvested stock options outstanding and there was $1.4 million of total unrecognized compensation expense related to unvested share-based compensation arrangements granted under the plans. This
cost is expected to be recognized monthly on a straight-line basis over the appropriate vesting periods through August 31, 2011. The total fair value of shares vested and recognized as compensation expense was $158,000 and $554,000 for the
three and nine months ended September 30, 2007, respectively, compared to $66,000 and $163,000 respectively for the same periods in 2006. The associated income tax benefit recognized was $23,000 and $127,000 in the three and nine months ended
September 30, 2007, respectively, compared to $15,000 and $36,000 respectively for the same periods in 2006.
(continued)
7
INTERSEARCH GROUP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(2)
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Significant Accounting Policies, Continued
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Stock Compensation, Continued.
The fair value of each option granted for the three and nine months ended September 30,
2007 and 2006 is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions (dollars in thousands, except per share data):
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Three Months Ended
September 30,
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2007
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2006
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Risk-free interest rate
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4.25
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%
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5.36
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%
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Dividend yield
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Expected volatility
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46
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%
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27
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%
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Expected life in years
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6.25
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6.25
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Grant-date fair value of options issued during the period
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$
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86
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$
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262
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Per share value of options at grant date
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$
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0.96
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$
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0.62
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Nine Months Ended
September 30,
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2007
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2006
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Risk-free interest rate
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3.625% - 4.75
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%
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4.61% - 5.36
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%
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Dividend yield
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Expected volatility
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46% - 49
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%
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27% - 34
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%
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Expected life in years
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5 - 6.25
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6.25
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Grant-date fair value of options issued during the period
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$
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1,319
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$
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541
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Per share value of options at grant date
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$
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0.96 - $1.59
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$
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0.65
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As part of its adoption of SFAS 123(R), the Company examined its historical
pattern of option exercises in an effort to determine if there were any patterns based on certain employee populations. From this analysis, the Company could not identify any patterns in the exercise of options. As such, the Company used the
guidance in Staff Accounting Bulletin No. 107 issued by the SEC to determine the estimated life of stock options issued subsequent to the adoption of SFAS 123(R). Based on this guidance, the estimated term was deemed to be the midpoint of the
vesting term and the contractual term ((vesting term and original contractual term)/2). Expected volatility is based on historical volatility of certain peer companies. The risk-free rate is based on the U.S. Treasury Strips with similar expected
lives at the time of grant. The dividend yield is based on the Companys history and expectation of dividend payments.
(3)
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(Loss) earnings Per Share
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Basic
(loss) earnings per share is computed on the basis of the weighted-average number of common shares outstanding. Diluted earnings per share for the nine months ended September 30, 2007 and 2006 and the three months ended September 30, 2006
is computed based on the weighted-average number of shares outstanding plus the effect of outstanding stock options and warrants, computed using the treasury stock method. These amounts were excluded from the calculation for the three months ended
September 30, 2007 as their effect is anti-dilutive. Loss (earnings) per common share have been computed based on the following:
(continued)
8
INTERSEARCH GROUP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(3)
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(Loss) earnings Per Share, Continued
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Three Months Ended September 30,
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2007
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2006
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Loss
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Weighted-
Average
Shares
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Per Share
Amount
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Earnings
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Weighted-
Average
Shares
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Per Share
Amount
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(dollars in thousands, except per share amounts)
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Basic:
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Net (loss) earnings available to common stockholders
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$
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(533
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)
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24,855,595
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$
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(.02
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)
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$
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80
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25,002,563
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$
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Effect of dilutive securities:
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Incremental shares from assumed conversion of options
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429,068
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Incremental shares from assumed conversion of warrants
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2,000,391
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Diluted:
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Net (loss) earnings available to common stockholders and assumed conversions
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$
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(533
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24,855,595
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$
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(.02
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$
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80
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27,432,022
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$
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Nine Months Ended September 30,
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2007
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2006
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Earnings
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Weighted-
Average
Shares
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Per Share
Amount
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Earnings
|
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Weighted-
Average
Shares
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Per Share
Amount
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(dollars in thousands, except per share amounts)
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Basic:
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Net earnings available to common stockholders
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$
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2,438
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24,972,647
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$
|
.10
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$
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3,141
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25,149,681
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$
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.12
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Effect of dilutive securities:
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Incremental shares from assumed conversion of options
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454,853
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Incremental shares from assumed conversion of warrants
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3,027,727
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1,991,899
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Diluted:
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Net earnings available to common stockholders and assumed conversions
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$
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2,438
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28,000,374
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$
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.09
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$
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3,141
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27,596,433
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$
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.11
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(continued)
9
INTERSEARCH GROUP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
(3)
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(Loss) earnings Per Share, Continued
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For the three and nine months ended September 30, 2007, the following options were excluded from the calculation of earnings per
share due to the exercise price exceeding the average market price:
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Number of
Outstanding
Options
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Exercise
Price
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Expiration
Date
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90,000
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$
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1.88
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2017
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*
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210,000
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$
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2.34
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2017
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205,000
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$
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2.50
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2017
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170,000
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$
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2.51
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2017
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30,000
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$
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2.55
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2017
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250,000
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$
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3.10
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2017
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* Applies to the three month period only
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At September 30, 2007, outstanding
warrants to purchase the Companys common stock were as follows:
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Number of Common
Stock Warrants
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Exercise
Price
|
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Expiration
Date
|
39,063
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$
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1.60
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October 7, 2010
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477,000
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$
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1.60
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July 20, 2011
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5,311,559
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$
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1.20
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September 29, 2010
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499,813
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$
|
0.80
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|
September 29, 2010
|
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6,327,435
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The Company records
deferred income tax assets and liabilities to reflect the tax consequences on future years of temporary differences between revenues and expenses reported for financial statement and those reported for income tax purposes. The Company measures
deferred tax assets and liabilities using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. Valuation allowances are provided against assets which are
not likely to be realized.
The Company and its subsidiaries file a consolidated income tax return. Income taxes are
allocated proportionately as if separate income tax returns were filed.
The Company has
authorized 5,000,000 shares of preferred stock. As of September 30, 2007, the Company has no outstanding shares of preferred stock.
(continued)
10
INTERSEARCH GROUP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, Continued
In July 2006, the
Company completed the sale of 13.50% Senior Subordinated Notes due 2011 in the aggregate principal amount of $7.0 million (the Notes), together with 195,000 shares of common stock and warrants to purchase up to an aggregate of 477,000
shares of common stock at an exercise price of $1.60 (the Warrants). The Warrants expire in July 2011. This debt financing resulted in gross proceeds of $7.0 million before placement agent fees and expenses associated with the
transaction, which in aggregate totaled approximately $1.3 million consisting of debt issuance cost of $806,000 and debt discount of $483,000. The debt issuance costs and debt discount are amortized over the term of the Notes using the effective
interest method. The Notes issued by the Company are secured by first lien on all assets of tax-related internet domains, including
www.irs.com
, and a second lien on all other assets of the Company, subordinated to the lien on all other
assets of the Companys senior lender, Silicon Valley Bank. Prior to maturity, the Notes (i) will be interest-only for the first two years; (ii) will amortize 20% of the principal amount in year three; will amortize 25% of the
principal amount in year four; and (iii) will amortize the remainder of the principal amount in year five, with payments of principal, as applicable, and interest due monthly. The Notes can be prepaid by the Company in whole or in part in any
amount greater than $100,000 at any time without penalty. The note holders will have the right to accelerate repayment of the Notes if, among other things, the Company does not meet certain financial ratios per the agreement as of the last day of
any fiscal quarter.
The Company may
become subject to governmental regulation arising from the normal course of business. On April 17, 2007 the U.S. House of Representatives passed H.R. 1677,
The TaxPayer Protection Act of 2007
(H.R. 1677). Section 8 of
H.R. 1677 amends Section 333, Title 31 of the U.S. Code to include Internet domain addresses in the prohibition on misuse of the U.S. Department of the Treasury names and symbols. The Company owns the Internet domain address www.irs.com, which
is an acronym commonly associated with the Internal Revenue Service, a division of the U.S. Department of the Treasury. The ultimate impact of H.R. 1677, in its current form, is not presently determinable; however there can be no assurance that
passage into law would not adversely affect the Companys use of its Internet domain address www.irs.com as well as the Companys overall operations.
On
September 28, 2007, the Companys board of directors approved an amendment to the Companys Amended and Restated Articles of Incorporation to change the name of the Company to Banks.com, Inc. (the Charter
Amendment). On October 18, 2007, the board of directors also approved an increase in the maximum number of shares of common stock reserved for issuance under the 2005 Plan to 2,544,124 shares of common stock (the Plan
Increase). A preliminary Information Statement on Schedule 14C was filed with the SEC to disclose the proposed corporate name change and Plan Increase. On November 2, 2007, the holders of 86.35% of the Companys outstanding shares of
common stock approved the Charter Amendment and the Plan Increase pursuant to a written consent. A definitive Information Statement on Schedule 14C was filed with the SEC on November 5, 2007 and subsequently mailed to the Companys
shareholders of record as of October 8, 2007. The Company anticipates the Charter Amendment and Plan Increase will be effective on or after November 27, 2007.
11
INTERSEARCH GROUP, INC. AND SUBSIDIARIES
Review by Independent Registered Public Accounting Firm
Hacker, Johnson & Smith PA, the Companys independent registered public accounting firm, have made a limited review of the financial
data as of September 30, 2007, and for the three and nine month periods ended September 30, 2007 and 2006 presented in this document, in accordance with standards established by the Public Company Accounting Oversight Board.
Their report furnished pursuant to Article 10 of Regulation S-X is included herein.
12