Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C. 20549
FORM
10-QSB
x
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the
quarterly period ended September
30, 2007
o
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the
transition period from: _______ to _______
Commission
File Number: 333-141141
CUSTOMER
ACQUISITION NETWORK HOLDINGS, INC.
(Exact
name of Small business issuer in its charter)
DELAWARE
|
|
01-0692341
|
(State
or other jurisdiction of incorporation or organization)
|
|
(I.R.S.
Employer Identification No.)
|
|
|
|
401
E. LAS OLAS BLVD., SUITE 1560
FT.
LAUDERDALE, FL
|
|
33301
|
(Address
of principal executive offices)
|
|
(Zip
code)
|
(954)712-0000
|
Issuer's
telephone number
|
Check
whether the issuer (1) filed all reports required to be filed by Section 13
or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. YES x
NO o
Indicate
by check mark whether the registrant is a shell company (as defined in rule
12b-2 of the Exchange Act).
YES o
NO
x
As
of
November 9, 2007,
34,313,000 shares of Issuer’s common stock, with $0.001 par value per share,
were outstanding.
Transitional
Small Business Disclosure Format: YES o
NO x
CUSTOMER
ACQUISITION NETWORK HOLDINGS, INC.
Table
of Contents
PART
I - FINANCIAL INFORMATION
|
|
|
3
|
|
|
|
|
|
|
ITEM 1
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
3
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATED BALANCE SHEET (UNAUDITED)
|
|
|
3
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
|
|
|
4
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
|
|
|
6
|
|
|
|
|
|
|
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
|
|
7
|
|
|
|
|
|
|
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
|
|
|
18
|
|
|
|
|
|
|
ITEM
3
CONTROLS AND PROCEDURES
|
|
|
23
|
|
|
|
|
|
|
PART
II - OTHER INFORMATION
|
|
|
24
|
|
|
|
|
|
|
ITEM 1
LEGAL PROCEEDINGS
|
|
|
24
|
|
|
|
|
|
|
ITEM 2
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
|
|
24
|
|
|
|
|
|
|
ITEM 3
DEFAULT UPON SENIOR SECURITY
|
|
|
24
|
|
|
|
|
|
|
ITEM 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
|
|
|
|
|
|
|
|
|
ITEM 5
OTHER INFORMATION
|
|
|
24
|
|
|
|
|
|
|
ITEM 6
EXHIBITS
|
|
|
|
|
PART
I - FINANCIAL INFORMATION
Item
1. Condensed Financial Statements
CUSTOMER
ACQUISITION NETWORK HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEET
(Unaudited)
|
|
September
30, 2007
|
|
Assets
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
Cash
and cash equivalents
|
|
$
|
2,029,093
|
|
Accounts
receivable, net
|
|
|
1,554,047
|
|
Prepaid
assets and other current assets
|
|
|
89,111
|
|
Total
current assets
|
|
|
3,672,251
|
|
|
|
|
|
|
Property
and equipment, net
|
|
|
114,021
|
|
Intangible
assets (net of accumulated amortization of $91,094)
|
|
|
1,298,906
|
|
Goodwill
|
|
|
7,208,566
|
|
Other
assets
|
|
|
66,212
|
|
Deferred
tax asset, net
|
|
|
243,582
|
|
Total
assets
|
|
$
|
12,603,538
|
|
|
|
|
|
|
Liabilities
and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Accounts
payable
|
|
$
|
1,566,116
|
|
Accounts
payable-related parties
|
|
|
22,412 |
|
Accrued
expenses
|
|
|
422,073
|
|
Past
service bonus
|
|
|
200,000
|
|
Total
current liabilities
|
|
|
2,210,601
|
|
|
|
|
|
|
Deferred
tax liability
|
|
|
519,563
|
|
Total
liabilities
|
|
|
2,730,164
|
|
Commitments
and contingencies (note 6)
|
|
|
|
|
|
|
|
|
|
Stockholders’
equity:
|
|
|
|
|
|
|
|
|
|
Preferred
Stock, $0.001 par value; 10,000,000 shares authorized,
zero
|
|
|
|
|
shares
issued and outstanding
|
|
|
-
|
|
Common
Stock, $0.001 par value; 140,000,000 shares authorized,
|
|
|
|
|
34,313,000
issued and outstanding
|
|
|
34,313
|
|
Additional
paid-in capital
|
|
|
10,776,848
|
|
Accumulated
deficit
|
|
|
(937,787
|
)
|
Total
stockholders’ equity
|
|
|
9,873,374
|
|
|
|
|
|
|
Total
liabilities and stockholders’ equity
|
|
$
|
12,603,538
|
|
The
accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
CUSTOMER
ACQUISITION NETWORK HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
|
Three-month
period ended September 30, 2007
|
|
From
June 14, 2007 (inception) to September 30, 2007)
|
|
Revenues
|
|
$
|
1,169,991
|
|
$
|
1,169,991
|
|
Cost
of revenue
|
|
|
1,083,613
|
|
|
1,083,613
|
|
Gross
profit
|
|
|
86,378
|
|
|
86,378
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
|
939,848
|
|
|
939,848
|
|
Sales
and marketing
|
|
|
109,884
|
|
|
109,884
|
|
Amortization
of intangible assets
|
|
|
91,094
|
|
|
91,094
|
|
Merger,
acquisition and organizational costs
|
|
|
187,353
|
|
|
187,353
|
|
Total
operating expenses
|
|
|
1,328,179
|
|
|
1,328,179
|
|
|
|
|
|
|
|
|
|
(Loss)
from operations
|
|
|
(1,241,801
|
)
|
|
(1,241,801
|
)
|
Other
income (expense)
|
|
|
23,995
|
|
|
23,995
|
|
|
|
|
|
|
|
|
|
(Loss)
before income tax benefit
|
|
$
|
(1,217,806
|
)
|
$
|
(1,217,806
|
)
|
Income
tax benefit
|
|
|
280,019
|
|
|
280,019
|
|
Net
loss
|
|
$
|
(937,787
|
)
|
$
|
(937,787
|
)
|
|
|
|
|
|
|
|
|
Net
loss per share - basic
|
|
|
(0.04
|
)
|
|
(0.04
|
)
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding - basic
|
|
|
23,756,165
|
|
|
22,292,694
|
|
|
|
|
|
|
|
|
|
Net
loss per share - diluted
|
|
|
(0.04
|
)
|
|
(0.04
|
)
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding - diluted
|
|
|
23,756,165
|
|
|
22,292,694
|
|
The
accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
CUSTOMER
ACQUISITION NETWORK HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
|
|
Common
Stock
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Amount
|
|
Additional
Paid-In Capital
|
|
Accumulated
Deficit
|
|
Total
Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
as of June 14, 2007 (Inception)
|
|
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of Common Stock to founders and officers
|
|
|
16,600,000
|
|
|
16,600
|
|
|
-
|
|
|
-
|
|
|
16,600
|
|
Recapitalization
and split-off
|
|
|
6,575,000
|
|
|
6,575
|
|
|
(6,575
|
)
|
|
-
|
|
|
-
|
|
Issuance
of Common Stock through private placement, net of offering costs
of
$139,584
|
|
|
7,138,000
|
|
|
7,138
|
|
|
6,991,278
|
|
|
-
|
|
|
6,998,416
|
|
Issuance
of Common Stock in connection with Desktop Interactive, Inc.
merger
|
|
|
3,500,000
|
|
|
3,500
|
|
|
3,496,500
|
|
|
-
|
|
|
3,500,000
|
|
Conversion
of convertible notes to common stock
|
|
|
500,000
|
|
|
500
|
|
|
252,334
|
|
|
-
|
|
|
252,834
|
|
Warrants
- professional services
|
|
|
-
|
|
|
-
|
|
|
267,722
|
|
|
-
|
|
|
267,722
|
|
Stock
compensation expense - options
|
|
|
-
|
|
|
-
|
|
|
38,993
|
|
|
-
|
|
|
38,993
|
|
Unamortized
deferred compensation - warrants
|
|
|
-
|
|
|
-
|
|
|
(263,404
|
)
|
|
-
|
|
|
(263,404
|
)
|
Net
loss
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(937,787
|
)
|
|
(937,787
|
)
|
Balance,
September 30, 2007
|
|
|
34,313,000
|
|
|
34,313
|
|
|
10,776,848
|
|
|
(937,787
|
)
|
|
9,873,374
|
|
The
accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
CUSTOMER
ACQUISITION NETWORK HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
September
30, 2007
|
|
Net
cash used in operating activities:
|
|
$
|
(895,542
|
)
|
|
|
|
|
|
Cash
from investing activities
|
|
|
|
|
Purchases
of property and equipment
|
|
|
(60,847
|
)
|
Acquisition
of business, net of cash acquired
|
|
|
(4,279,534
|
)
|
|
|
|
|
|
Cash
used in investing activities
|
|
|
(4,340,381
|
)
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
Proceeds
from convertible promissory notes
|
|
|
250,000
|
|
Proceeds
from private placement, net of offering costs paid
|
|
|
6,998,416
|
|
Proceeds
from issuance of common stock
|
|
|
16,600
|
|
|
|
|
7,265,016 |
|
Net
cash provided by financing activities
|
|
|
|
|
|
|
|
|
|
Net
increase in cash and cash equivalents
|
|
|
2,029,093
|
|
|
|
|
|
|
Cash
and cash equivalents:
|
|
|
|
|
Beginning
of period
|
|
|
-
|
|
End
of period
|
|
$
|
2,029,093
|
|
|
|
|
|
|
Supplemental
disclosure of cash flow information
|
|
|
|
|
Cash
paid during the period for interest
|
|
$
|
-
|
|
|
|
|
|
|
Non-cash
investing and financing activities:
|
|
|
|
|
Issuance
of common stock in business combination
|
|
$
|
3,500,000
|
|
Conversion
of convertible notes
|
|
$
|
250,000
|
|
The
accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
CUSTOMER
ACQUISITION NETWORK HOLDINGS, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2007
(UNAUDITED)
1. Basis
of Presentation
Overview
Customer
Acquisition Network, Inc. was formed in Delaware on June 14,
2007.
Outsiders
Entertainment, Inc. was incorporated on March 4, 2002 under the laws of
the State of Delaware. On August 28, 2007 the name was changed to Customer
Acquisition Network Holdings, Inc.
On
August
28, 2007, Customer Acquisition Network Holdings, Inc. ("Holdings"), entered
into
an Agreement and Plan of Merger and Reorganization (the “CAN Merger Agreement”)
by and among Holdings, Customer Acquisition Network, Inc. ("CAN"), and CAN
Acquisition Sub Inc., a newly formed, wholly-owned Delaware subsidiary of
Holdings (“CAN Acquisition Sub”). The merger transaction contemplated under the
CAN Merger Agreement (the “CAN Merger”) was consummated on August 28, 2007, at
which time CAN Acquisition Sub was merged with and into CAN, and CAN, as
the surviving corporation, became a wholly-owned subsidiary of
Holdings.
On
August
31, 2007, Holdings entered into an Agreement and Plan of Merger (the “Desktop
Merger Agreement”) by and among Holdings, Desktop Interactive, Inc., a privately
held Delaware corporation (“Desktop”), CAN and Desktop Acquisition Sub, Inc., a
newly formed, wholly-owned Delaware subsidiary of Holdings (“Desktop Acquisition
Sub”). The merger transaction contemplated under the Desktop Merger Agreement
(the “Desktop Merger"), was consummated on August 31, 2007, at which time,
Desktop Acquisition Sub was merged into Desktop, and Desktop, as the surviving
corporation, became a wholly-owned subsidiary of Holdings.
After
the
CAN Merger, Holdings succeeded to the business of CAN as its sole line of
business. Desktop owned and operated an Internet advertising network serving
Internet advertising to website publishers including proprietary ad serving
technology operated under the name “Interclick.” After the Desktop Merger, we
also continued to operate the Desktop business.
Unless
the context requires otherwise, references to the "Company," "CAN," "we," "our"
and "us" for periods prior to the closing of our reverse merger on
August 28, 2007, refer to Customer Acquisition Network, Inc., a
private Delaware corporation that is now our wholly-owned subsidiary, and
references to the "Company," "we," "our" and "us" for periods subsequent to
the
closing of the reverse merger on August 28, 2007, refer to Customer
Acquisition Network Holdings, Inc., a publicly traded company, and its
subsidiaries, Customer Acquisition Network, Inc and Desktop Acquisition
Sub, Inc.
The
Company was previously presented as a developments stage company. Upon
its
acquisition of Desktop on August 31, 2007, the Company exited the development
stage.
Interim
Consolidated Financial Statements
The
interim condensed consolidated financial statements have been prepared from
our
records without audit. In the opinion of management, all adjustments, which
consist of only normal recurring adjustments, to present fairly our consolidated
financial position at September 30, 2007, and our consolidated results of
operations and cash flows for the three months ended September 30, 2007and
from
June 14, 2007 (inception) to September 30, 2007, have been made.
The
interim condensed consolidated financial statements should be read in
conjunction with the financial statements and notes thereto contained in the
Company’s form 8-K/A filed on October 18, 2007, with the U.S. Securities and
Exchange Commission (“SEC”) as well as the Company’s form 8-K filed on August
30, 2007 and 8-K filed on September 4, 2007, or amended and restated by a form
8-K/A filed on September 5, 2007, respectively. The results of operations for
the three months ended September 30, 2007 and from June 14, 2007 (inception)
to
September 30, 2007, are not necessarily indicative of the results to be expected
for any other interim period or for the full year.
On
June
28, 2007, the Company entered into employment contracts with the Company’s
current Chief Executive Officer, Chief Operating Officer and Chief Financial
Officer (the “Officers”). As part of their employment contracts, the Officers
were granted collectively, 2.6 million shares of Founders stock for which they
paid the then, fair market value. Coincident with entering into the Officers’
employment agreements, the Company’s two majority shareholders advanced $250,000
to the Company in the form of convertible notes, convertible at $.50 or 500,000
shares.
In
July,
2007, CAN commenced, through a private offering, the raising of additional
equity capital for the primary purpose of acquiring internet platform networks
across multiple channels of distribution (e.g. email, ad and affiliate
networks) as well as funding general operations and expansion. As of the final
closing of the private offering on August 31, of 2007, CAN and its parent
Holdings raised $6,998,416, net of offering costs in permanent
equity.
Merger
with Customer Acquisition Network Holdings, Inc.
On
August
28, 2007, Holdings entered into the CAN Merger Agreement by and among Holdings,
CAN and CAN Acquisition Sub. Upon closing of the CAN Merger, CAN Acquisition
Sub
merged with and into CAN, and CAN, as the surviving corporation, became a
wholly-owned subsidiary of Holdings . Prior to the CAN Merger, Holdings’ name
was changed to Customer Acquisition Network Holdings, Inc. and Holdings effected
a 10.9583333333 -for-1 share split of its common stock (the “Stock
Split”).
At
the
closing of the CAN Merger, each share of the Company’s common stock issued and
outstanding, 24,238,000 immediately prior to the closing of the CAN Merger,
was
converted into the right to receive one share of Holdings’ common stock. In
addition, pursuant to the CAN Merger Agreement and under the terms of an
attendant Agreement of Conveyance, Transfer and Assignment of Assets and
Assumption of Obligations, Holdings transferred all of its pre- CAN Merger
assets and liabilities to its newly formed wholly owned subsidiary, Outsiders
Entertainment Holdings, Inc. (“Splitco”). Subsequently, Holdings transferred all
of its outstanding capital stock of Splitco to a major stockholder of Holdings
in exchange for cancellation of all shares of Holdings’ common stock held by
such shareholder (the “Split off”). The remaining shares outstanding (6,575,000,
excluding the Holdings shares issued to CAN’s shareholders as a result of the
CAN Merger), represent the surviving “Public Float” shares, of which 2.6 million
shares are restricted.
Recapitalization
Prior
to
the closing of the CAN Merger, Holdings had limited operations and net assets.
At the same time, CAN had significantly more capital than Holdings and had
commenced certain publishing/advertising operations. In addition, as discussed
in “Merger with Desktop,” after the closing of the CAN Merger, Holdings
consummated an acquisition (the “Desktop Acquisition”) and effected the Split
off. As a result of these facts and the former shareholders of CAN obtaining
voting and management control of the combined entity, the CAN Merger is
considered and accounted for as a recapitalization of CAN, with CAN being
considered as the acquirer and Holdings the acquiree. Accordingly, the Company’s
financial statements for periods prior to the CAN Merger become those of the
acquirer, retroactively restated for the equivalent number of shares received
in
the CAN Merger. Operations prior to the CAN Merger are those of the Company
and
earnings per share for the period prior to the CAN Merger are restated to
reflect the equivalent number of shares outstanding.
On
a
recapitalized basis, as of September 30, 2007, upon the closing of the CAN
Merger and reflecting the effects of the Split off, there are 34,313,000 total
shares outstanding, 27,738,000 issued by Holdings to the CAN’s shareholders and
6,575,000 shares representing the Public Float, of which 2.6 million shares
are
restricted.
Merger
with Desktop
On
August
31, 2007, Holdings entered into and consummated an Agreement and Plan of Merger
(the “Desktop Merger”), wherein Holdings acquired Desktop Interactive, Inc.
(“Desktop”), a privately held Delaware corporation engaged in the internet
advertising business. The initial merger consideration (the “Merger
Consideration”) consisted of $4.0 million in cash and 3.5 million shares of
Holdings’ stock valued at $1 per share, for a total initial purchase price of
$7.5 million. In addition, Holdings also incurred legal and other fees
associated with the Desktop Merger of approximately $362,000 and agreed to
pay a
past service bonus of $200,000 for a total purchase price of approximately
$8,062,000. The shares of Holdings’ stock issued in conjunction with
the Desktop Merger are subject to a 12-month lockup.
In
addition to the initial merger consideration, Holdings is obligated to pay
an
additional $1 million (the “Earn Out”) if Desktop achieves certain revenue and
gross margins, as defined, in the 90 day period subsequent to closing the
Desktop Merger. In addition, if Desktop achieves other certain revenues, as
defined, the Earn Out is subject to acceleration. Holdings has accounted for
the
acquisition utilizing the purchase method of accounting in accordance with
Statement of Financial Accounting Standards (SFAS) No. 141, “Business
Combinations”. The results of operations of Desktop Interactive, Inc. will be
included in the consolidated results of operations of the Company beginning
on
September 1, 2007. The net purchase price, including acquisition costs paid,
was
allocated to assets acquired and liabilities assumed as follows:
Current
assets (including cash of $82,260)
|
|
$
|
1,802,751
|
|
Property
and equipment
|
|
|
63,197
|
|
Other
assets
|
|
|
35,873
|
|
Goodwill
|
|
|
7,208,566
|
|
Other
intangibles
|
|
|
1,390,000
|
|
Liabilities
assumed
|
|
|
(1,882,593
|
)
|
Deferred
tax liability
|
|
|
(556,000
|
)
|
Net
purchase price
|
|
$
|
8,061,794
|
|
Prior
to
its acquisition, the Company’s strategic evaluation of Desktop centered on
Desktop’s publisher relationships and its achievable reach, otherwise referred
to as scale. Reach is defined in terms of the percentage of the domestic online
population that can be reached through advertisements served by Desktop. As
of September 30, 2007 as indicated by ComScore, the industry standard on
which an ad network’s reach in terms of advertising impressions delivered is
measured, Desktop ranks eleventh nationally with a 47% reach. This level of
reach/scale is critical to Desktop’s ability to attract, retain and increase its
advertising customer base and is the basis for recognizing $7,208,566
in
goodwill as of September 30, 2007.
Intangible
assets acquired include Customer Relationships and Developed Technology.
Unaudited
pro forma results of operations data as if the Desktop Merger had occurred
as of
January 1, 2007 are as follows:
|
|
|
For
the three
months
ended
September
30, 2007
|
|
|
For
the nine
months
ended
September
30, 2007
|
|
Pro
forma revenues
|
|
$
|
3,490,784
|
|
$
|
6,399,393
|
|
Pro
forma loss from operations
|
|
|
(1,315,497
|
)
|
|
(1,190,013
|
)
|
Pro
forma net loss
|
|
|
(984,714
|
)
|
|
(889,038
|
)
|
Pro
forma loss per share
|
|
|
(0.029
|
)
|
|
(0.026
|
)
|
Pro
forma diluted loss per share
|
|
|
(0.029
|
)
|
|
(0.026
|
)
|
Pro
forma
data does not purport to be indicative of the results that would have been
obtained had these events actually occurred at January 1, 2007, and is not
intended to be a projection of future results.
Pursuant
to the terms of the Desktop Merger, on October
5, 2007, $643,000 was paid as part of the Desktop earn-out and purchase price
and goodwill was adjusted for purposes of applying purchase accounting under
SFAS 141.
2.
Significant
Accounting Policies
Use
of Estimates
Our
condensed consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States (“GAAP”). These
accounting principles require us to make certain estimates, judgments and
assumptions. We believe that the estimates, judgments and assumptions upon
which
we rely are reasonable based upon information available to us at the time that
these estimates, judgments and assumptions are made. These estimates, judgments
and assumptions can affect the reported amounts of assets and liabilities as
of
the date of our condensed consolidated financial statements as well as the
reported amounts of revenues and expenses during the periods presented. Our
condensed consolidated financial statements would be affected to the extent
there are material differences between these estimates and actual results.
In
many cases, the accounting treatment of a particular transaction is specifically
dictated by GAAP and does not require management’s judgment in its application.
There are also areas in which management’s judgment in selecting any available
alternative would not produce a materially different result. Significant
estimates in 2007 include the valuation of accounts receivable, valuation and
amortization periods of intangible assets, valuation of capital stock, options
and warrants granted for services, or other non-cash purposes including business
combinations, estimates of allowances for revenue adjustments and the estimate
of the valuation allowance on deferred tax assets.
The
Company considers all short-term highly liquid investments with an original
maturity at the date of purchase of three months or less to be cash equivalents.
There were no cash equivalents at September 30, 2007.
Principals
of Consolidation
The
consolidated financial statements include the accounts of Customer Acquisition
Network Holdings, Inc. and its wholly-owned subsidiaries. All significant
inter-company balances and transactions have been eliminated in the
consolidation.
Trade
accounts receivables are stated at gross invoice amounts less an allowance
for
doubtful accounts receivable.
The
Company estimates its allowance for doubtful accounts by evaluating specific
accounts where information indicates the customers may have an inability to
meet
financial obligations, such as bankruptcy proceedings and receivable amounts
outstanding for an extended period beyond contractual terms. In these cases,
the
Company uses assumptions and judgment, based on the best available facts and
circumstances, to record a specific allowance for those customers against
amounts due to reduce the receivable to the amount expected to be collected.
These specific allowances are re-evaluated and adjusted as additional
information is received. The amounts calculated are analyzed to determine the
total amount of the allowance.
The
Company accounts for its acquisitions utilizing the purchase method of
accounting. Under the purchase method of accounting, the total consideration
paid is allocated to the underlying assets and liabilities, based on their
respective estimated fair values. The excess of the purchase price over the
estimated fair values of the net assets acquired is recorded as goodwill.
Determining the fair value of certain acquired assets and liabilities,
identifiable intangible assets in particular, is subjective in nature and often
involves the use of significant estimates and assumptions including, but not
limited to: estimates of revenue growth rates, determination of appropriate
discount rates, estimates of advertiser and publisher turnover rates, and
estimates of terminal values. These assumptions are generally made based on
available historical information. Definite-lived identifiable intangible assets
are amortized on a straight-line basis, as this basis approximates the expected
cash flows from the Company’s existing definite-lived identifiable intangible
assets
Intangible
Assets
The
Company records the purchase of intangible assets in accordance with SFAS 142
“Goodwill and Other Intangible Assets.” Intangible assets consist of Customer
Relationships, $600,000, and Developed Technology, $790,000.
Customer
Relationships are amortized based upon the estimated percentage of annual or
period projected cash flows generated by such relationships, to the total cash
flows generated over the estimated three year life of the Customer
Relationships. Accordingly,
amortization for the four month period ending December 31, 2007 is 52% and
43%
and 5% for the years ended December 31, 2008 and 2009, respectively.
Developed
Technology is being amortized on a straight-line basis over 5
years.
As
of
September 30, 2007, Intangible Assets, net of amortization are
$1,298,906.
The
Company tests goodwill for impairment in accordance with the provisions of
Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and
Other Intangible Assets”. Accordingly, goodwill is tested for impairment at
least annually at the reporting unit level or whenever events or circumstances
indicate that goodwill might be impaired. The Company has determined its
reporting units based on the guidance in SFAS No. 142 and Emerging Issues
Task Force (“EITF”) Issue D-101, “Clarification of Reporting Unit Guidance
in Paragraph 30 of FASB Statement No. 142.” As of September 30, 2007, the
Holdings reporting units consisted of the Company and Desktop. The Company,
and
now Holdings, has elected to test for goodwill impairment annually as of
December 31.
Management
evaluates the recoverability of the Company’s identifiable intangible assets and
other long-lived assets in accordance with SFAS No. 144, “Accounting for
the Impairment or Disposal of Long-lived Assets,” which generally requires the
assessment of these assets for recoverability when events or circumstances
indicate a potential impairment exists. Events and circumstances considered
by
the Company in determining whether the carrying value of identifiable intangible
assets and other long-lived assets may not be recoverable include, but are
not
limited to: significant changes in performance relative to expected operating
results, significant changes in the use of the assets, significant negative
industry or economic trends, a significant decline in the Company’s stock price
for a sustained period of time, and changes in the Company’s business strategy.
In determining if impairment exists, the Company estimates the undiscounted
cash
flows to be generated from the use and ultimate disposition of these assets.
If
impairment is indicated based on a comparison of the assets’ carrying values and
the undiscounted cash flows, the impairment loss is measured as the amount
by
which the carrying amount of the assets exceeds the fair market value of the
assets.
Revenue
Recognition
The
Company recognizes revenue in accordance with Staff Accounting Bulletin (“SAB”)
No. 104, “Revenue Recognition in Financial Statements.” Under SAB
No. 104, the Company recognizes revenue when the following criteria have
been met: persuasive evidence of an arrangement exists, the fees are fixed
or
determinable, no significant Company obligations remain, and collection of
the
related receivable is reasonably assured.
Revenues
consist of amounts charged to customers, net of discounts, credits and amounts
paid or due under revenue sharing arrangements, for actions on advertisements
placed on our publisher vendor’s websites.
The
Company’s revenue is recognized in the period that the advertising impressions,
click-throughs or actions occur, when lead-based information is delivered or,
provided that no significant Company obligations remain, collection of the
resulting receivable is reasonably assured, and prices are fixed or
determinable. Additionally, consistent with the provisions of EITF Issue
No. 99-19, “Reporting Revenue Gross as a Principal versus Net as an Agent,”
the Company recognizes revenue as a principal. Accordingly, revenue is
recognized on a gross basis.
Cost
of
revenue consists of publisher fees. The Company becomes obligated to make
payments related to the above fees in the period the advertising impressions,
click-throughs, actions or lead-based information are delivered or occur. Such
expenses are classified as cost of revenue in the corresponding period in which
the revenue is recognized in the accompanying statement of operations.
The
Company’s financial instruments, including cash and cash equivalents, accounts
payable and accrued expenses, are carried at historical cost basis. At September
30, 2007, the carrying amounts of these instruments approximated their fair
values because of the short-term nature of these instruments.
The
Company uses the asset and liability method of accounting for income taxes
in
accordance with SFAS No. 109, “Accounting for Income Taxes.” Under this
method, income tax expense is recognized for the amount of: (i) taxes
payable or refundable for the current year, and (ii) deferred tax
consequences of temporary differences resulting from matters that have been
recognized in an entity’s financial statements or tax returns. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply
to
taxable income in the years in which those temporary differences are expected
to
be recovered or settled. The effect on deferred tax assets and liabilities
of a
change in tax rates is recognized in the results of operations in the period
that includes the enactment date. A valuation allowance is provided to reduce
the deferred tax assets reported if, based on the weight of the available
positive and negative evidence, it is more likely than not some portion or
all
of the deferred tax assets will not be realized. A liability (including interest
if applicable) is established in the consolidated financial statements to the
extent a current benefit has been recognized on a tax return for matters that
are considered contingent upon the outcome of an uncertain tax position.
Applicable interest is included as a component of income tax expense and income
taxes payables.
Stock-based
Compensation
Compensation
expense associated with the granting of stock based awards to employees and
directors and non-employees is recognized in accordance with SFAS No.
123(R), ”Share Based Payment” and related interpretations. SFAS No. 123(R)
requires companies to estimate and recognize the fair value of stock-based
awards to employees and directors. The value of the portion of an award that
is
ultimately expected to vest is recognized as an expense over the requisite
service periods using the straight-line attribution method.
Basic
and Diluted Net Income Per Common Share
Basic
net
income per common share is computed by dividing net income by the
weighted-average number of shares of common stock outstanding for the period.
Diluted net income per common share is computed using the weighted-average
number of common shares outstanding for the period, and, if dilutive, potential
common shares outstanding during the period. Potential common shares consist
of
the incremental common shares issuable upon the exercise of stock options,
stock
warrants, convertible debt instruments or other common stock equivalents.
Recent
Accounting Pronouncements
SFAS
No.
159, "The Fair Value Option for Financial Assets and Financial Liabilities"
("SFAS 159"): In February 2007, the FASB issued SFAS 159 which permits entities
to choose to measure many financial instruments and certain other items at
fair
value that are not currently required to be measured at fair value. SFAS 159
will be effective for us on January 1, 2008. We are currently evaluating the
impact of adopting SFAS 159 on our financial position, cash flows, and results
of operations.
3.
Net
Loss per Share
Basic
earnings per share are computed using the weighted average number of common
shares outstanding during the period. Diluted earnings per share are computed
using the weighted average number of common and potentially dilutive securities
outstanding during the period. Potentially dilutive securities consist of the
incremental common shares issuable upon exercise of stock options and warrants
and conversion of convertible debt (using the treasury stock method).
Potentially dilutive securities are excluded from the computation if their
effect is anti-dilutive. The treasury stock effect of options, warrants and
conversion of convertible debt to shares of common stock outstanding at
September 30, 2007, respectively, has not been included in the calculation
of
the net loss per share as such effect would have been anti-dilutive. As a result
of these items, the basic and diluted loss per share for all periods presented
are identical. The following table summarizes the weighted average shares
outstanding:
|
|
|
Three-month
period
ended
September
30, 2007
|
|
|
From
June
14, 2007
(inception)
to
September
30, 2007)
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
$
|
(937,787
|
)
|
$
|
(937,787
|
)
|
|
|
|
|
|
|
|
|
Weighted-average
common shares
|
|
|
|
|
|
|
|
outstanding—basic
|
|
|
23,756,165
|
|
|
22,292,694
|
|
|
|
|
|
|
|
|
|
Dilutive
effect of stock options
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Number
of shares used to compute net
|
|
|
|
|
|
|
|
income
per common share—diluted
|
|
|
23,756,165
|
|
|
22,292,694
|
|
|
|
|
|
|
|
|
|
Net
(loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
(0.04
|
)
|
|
(0.04
|
)
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
(0.04
|
)
|
|
(0.04
|
)
|
4.
Income
Taxes
As
part
of the allocation of purchase price associated with the Desktop Merger (see
Note1) as deferred tax liabilities of $556,000 were established as a result
of
differences between the book and tax basis of acquired intangible assets. In
addition, as of September 30, 2007 the company has a net deferred tax asset
of
$243,582 recognized as of result of $1,217,806 consolidated net loss before
income taxes for the period from June 14, 2007 (inception) to September 30,
2007. The deferred tax asset is net of a $191,506 valuation
allowance.
The
difference between the statutory overall combined federal and state benefit
of
40% and the effective 23.7% benefit for the three month period ended September
30, 2007 is a result of a $191,506 valuation allowance provision.
5.
Shareholders’
Equity
Common
Stock
At
inception, CAN issued 14,000,000 common shares to two founders for a
subscription receivable of $14,000 or $0.001 per share. The subscription payment
was received in August 2007.
On
June
28, 2007, CAN issued 2,600,000 common shares to three officers pursuant to
their
employment agreements. A subscription receivable of $2,600 or $0.001 per share
was recorded as of July 31, 2007. The subscription payment was received in
August 2007.
During
July and August 2007 the Company issued 7,138,000 common stock for proceeds
of
$6,998,416 net of offering costs of $139,584.
On
August
28, 2007 the Company is deemed to have issued 6,575,000 common shares pursuant
to a recapitalization (See Note1).
On
August
28, 2007 the Company issued 500,000 common shares upon conversion of $250,000
mandatory redeemable convertible debt.
On
August
31, 2007, the Company issued 3,500,000 common shares in consideration for the
purchase of Desktop (See Note 1),
On
August
29, 2007, Holdings assumed CAN’s obligations pursuant to a consulting agreement
with a provider of investor and public relation services (the “Consulting
Agreement”). Under the terms of the Consulting Agreement, the service provider
is to provide described services under a 12-month term at fees of $7,000
monthly. In connection with the Holdings entering into the Consulting Agreement,
Holdings issued, on September 5, 2007, 500,000 warrants for Holdings stock
at an
exercise price of $2.00 per share (the “Warrant”). The Warrant expires on
September 5, 2012 and it and the underlying warrant shares are subject to an
18-month lock-up. In addition, as of the date, Holdings entered into the
Consulting Agreement, the Warrant issued under such Consulting Agreement is
fully vested and non-forfeitable. Accordingly, in accordance with Emerging
Issues Task Force 00-18, “Accounting Recognition for Certain Transactions
Involving Equity Instruments Granted to Other Than Employees” the fair market
value of the Warrant, $267,772, is being deferred and recognized pro rata over
the term of the agreement. The Company recorded compensation expense of $4,318
for the three month period ended September 30, 2007 in connection with this
warrant.
The
value
of the warrant has been reflected in equity as is the corresponding unamortized
deferred compensation.
Stock
Incentive Plan and Option Grants
Pursuant
to the CAN Merger, Holdings’ Board of Directors approved the 2007 Stock
Incentive Plan (the “Plan”) that provides for the grant of up to 4,500,000
shares of common stock and/or options to purchase common stock to directors,
employees and consultants.
Immediately
following the CAN Merger, on August 28, 2007 ( the “Measurement Date”), Holdings
granted to three officers, options to purchase shares of Holdings common stock
pursuant to their respective employment agreements. In connection with such
grants, Holdings’ Chief Executive Officer, Chief Operating Officer and Chief
Financial Officer each received options to purchase 1,350,000, 500,000, and
385,000 shares of our common stock respectively. The term of each option granted
to Holdings’ senior executives under the 2007 Stock Incentive Plan is 5 years
expiring June 28, 2012. The per share exercise price of each option is $1.00.
One-twelfth (1/12) of the options granted will vest and become exercisable
each
quarter that the executive remains employed with us after giving effect to
the
CAN Merger.
In
addition to options granted to officers, on August 28, 2007, we granted 100,000
common stock options to each of five Board directors, two of whom were also
officers, pursuant to the 2007 Stock Incentive Plan. The term of each option
granted to Holdings’ senior executives under the 2007 Stock Incentive Plan is 5
years expiring August 28, 2012. The per share exercise price of each option is
$1.00. With respect to the two employee directors, one-twelfth (1/12) of the
options granted will vest and become exercisable each quarter that the executive
remains employed with us after giving effect to the CAN Merger. The options
granted to the Company’s other directors vest 25% on each anniversary of the
date of grant except in the event that a non employee director is terminated
for
“Cause” in accordance with the Company’s by-laws, options continue to vest as
set forth above and are exercisable at any time prior to the expiration date
in
the event that such director no longer serves on our board.
Immediately
following the Desktop Merger on August 31, 2007, Holdings, pursuant to the
Plan,
granted the President of Desktop Interactive, options to purchase 300,000 shares
of Holdings’ common stock at an exercise price of $1.00 per share. The term of
these options is 5 years expiring August 31, 2012. One-quarter of the options
granted will become exercisable each year the President remains employed with
Holdings, after giving effect to the Desktop Merger. The exercise price per
share of each option is $1.00.
On
September 21, 2007, Holdings granted 465,000 common stock options at an exercise
price of $1.00 per share to certain employees of Desktop. Such options expire
September 21, 2012 and vest one quarter per year over 4 years.
For
options granted under the 2007, the Company estimated fair values using the
Black-Scholes option-pricing model, based on the following
assumptions:
Dividend
Yield
|
|
|
0.0
|
%
|
Risk
free interest rates
|
|
|
4.16%-4.31
|
%
|
Volatility
(Based on comparative Companies)
|
|
|
80
|
%
|
Expected
Life (years)
|
|
|
5
|
|
The
total value related to the 2007 Plan for options granted is approximately
$2,270,000, to be recognized over the respective vesting periods. The Company
recorded compensation expense of $38,993 for the three month period ended
September 30, 2007 in connection with these options.
6.
Commitments
and Contingencies
Legal
Matters:
From
time
to time, we may be involved in litigation relating to claims arising out of
our
operations in the normal course of business. As of September 30, 2007, there
were no pending or threatened lawsuits that could reasonably be expected to
have
a material effect on the results of our operations.
There
are
no proceedings in which any of our directors, officers or affiliates, or any
registered or beneficial shareholder, is an adverse party or has a material
interest adverse to our interest.
7.
Concentrations
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentration of credit
risk
consist of cash and cash equivalents and accounts receivable. Cash and cash
equivalents are deposited in the local currency with a limited number of
financial institutions in the United States. The balances in the United States
held at any one financial institution may be in excess of Federal Deposit
Insurance Corporation (“FDIC”) insurance limits. As of September 30, 2007,
there was approximately $1,941,000 in excess of insurable
limits.
Credit
is
extended to customers based on an evaluation of their financial condition and
other factors. The Company generally does not require collateral or other
security to support accounts receivable. The Company performs ongoing credit
evaluations of its customers and maintains an allowance for potential bad debts.
For
the
period from June 14, 2007 (inception) to September 30, 2007, the Company had
various significant customers with individual percentage of total revenues
equaling 10% or greater as follows:
|
|
|
From
June
14, 2007 (inception) to September 30, 2007)
|
|
Customer
1
|
|
|
47
|
%
|
Customer
2
|
|
|
16
|
%
|
%
of total Revenues
|
|
|
63
|
%
|
At
September 30, 2007concentration of accounts receivable with Significant
Customers representing 10% or greater of accounts receivable was as
follows:
|
|
|
|
Customer
1
|
|
|
34
|
%
|
Customer
4
|
|
|
12
|
%
|
%
of total Accounts Receivable
|
|
|
46
|
% |
8.
Related
Party transactions
Accounts
payable to related parties was $22,412 as of September 30, 2007.
9.
Subsequent
events
Other
Common Stock Grants for Services
Consulting
Agreement and Warrant Granted
On
October 12, 2007, the Company entered into an additional consulting agreement
with a provider of investor and public relation services (the “Second Consulting
Agreement”). Under the terms of the Second Consulting Agreement, the service
provider is to provide described services under an 18-month term at fees of
$12,000 monthly. In connection with the Company entering into the Second
Consulting Agreement, The Company issued, on October 12, 2007, 600,000
additional warrants for Holdings common stock at an exercise price of $0.01
per
share (the “Additional Warrant”). The Additional Warrants expires on October 31,
2007, In addition, as of the date, Holding entered into the Consulting
Agreement, the Additional Warrant to be issued under such Consulting Agreement
is fully vested and non-forfeitable. Accordingly, in accordance with Emerging
Issues Task Force 00-18, “Accounting Recognition for Certain transactions
Involving Equity Instruments Granted to Other Than Employees” the fair market
value of the Additional Warrant, $599,402, will be deferred and recognized
pro
rata over the agreement term. The value of the warrants will be reflected in
equity as well as the corresponding unamortized deferred compensation. On
October 22, 2007, the consultant exercised the Additional Warrant and the
Company received $6,000.
On
October 12, 2007, Holdings granted 671,000 common stock options at an exercise
price of $1.00 per share to certain employees of Holdings. Of this amount
625,000 options expire September 21, 2012 and vest one quarter per year over
3
years and the remaining 46,000 options expire September 21, 2012 and vest one
quarter per year over 4 years.
The
total
value related to the aforementioned options granted is approximately $449,000,
to be recognized over the respective vesting periods.
Stock
Settelment
On
October 12, 2007, the Company agreed to issue 66,667 shares in settlement
of
outstanding legal fees. The shares were valued at $1.00 per
share.
Item
2. Management’s Discussion and Analysis or Plan of
Operation
The
following discussion highlights the principal factors that have affected our
financial condition and results of operations as well as our liquidity and
capital resources for the periods described. This discussion contains
forward-looking statements. Please see “Cautionary Factors That May Affect
Future Results” for a discussion of the uncertainties, risks and assumptions
associated with these forward-looking statements.
Company
Overview
We
are a
start-up provider of Internet advertising solutions for Internet publishers
and
advertisers. We intend to offer advertisers an integrated multi-channel Internet
advertising solution designed to satisfy their growing demand for new customer
leads and acquisitions. We intend to deliver pay-for-performance-based Internet
advertising solutions known as cost-per-action, or CPA, cost-per-click, or
CPC,
and cost-per-thousand, or CPM. With CPA, an advertiser only pays when an
Internet user completes an action as defined by the advertiser. Examples
of CPA
actions include, but are not limited to, the acquisition of qualified database
entrants (such as opt-in email), driving sign-ups, downloads, inquiries or
acquiring paying customers. In the case of CPC, an action is defined by an
Internet user clicking on an advertisement.
In
the
case of CPM, we believe we are revolutionizing the way advertisers are able
to
purchase online media. In the past, marketers are unable to pinpoint exactly
which websites attract a high percentage of the target audience they are
trying
to reach based on their desired metric. With our ad network, interCLICK,
we
empower the advertiser to reach the exact target audience by offering
unparalleled transparency as well as a suite of advanced targeting capabilities
that ensure brand metrics are achieved without sacrificing reach or quality.
With this approach, interCLICK is taking the inefficiencies out of the
buyer/seller dynamic by allowing CPM advertisers to achieve a direct response
metric, whether it’s a click, lead or a sale. This fundamental
difference allows online marketers to achieve better ROI while still
being able to target the premium websites.
Prior
to
August 28, 2007, we were a public company, without material assets or
activities. On August 28, 2007, we completed a reverse merger, pursuant to
which a wholly-owned subsidiary of ours merged with and into a private company,
Customer Acquisition Network, Inc., with such private company being the
surviving company. In connection with this reverse merger, we discontinued
our
former business and succeeded to the business of Customer Acquisition
Network, Inc. as our sole line of business. For financial reporting
purposes, Customer Acquisition Network, Inc., and not us, is considered the
accounting acquirer. Accordingly, the historical financial statements presented
and the discussion of financial condition and results of operations herein
are
those of Customer Acquisition Network, Inc. and do not include our
historical financial results. All costs associated with the reverse merger,
other than financing related costs in connection with the simultaneous sale
of
$1,575,000 of common stock on August 31, 2007, were expensed as
incurred.
On
August
31, 2007, we consummated the acquisition of Desktop Interactive, Inc., known
in
the industry as interClick, one of the nation’s leading Internet advertising
networks. ComScore, the industry standard utilized to measure an ad
network’s capability to reach unique online visitors, recently rated interClick
as the eleventh largest and fastest-growing Ad Network in the United States.
interClick reaches 85 million unique U.S. visitors per month, or 47% of the
U.S.
online population, with impressions per month exceeding four billion.
interClick’s rapidly expanding customer base includes some of the world’s
largest Internet publishers and advertisers.
Results
of Operations
The
following table presents our results of operations for the three months ended
September 30, 2007. It should be noted that our results of operations and our
liquidity and capital resources discussions include the operation of Desktop
for
the one month period of September 30, 2007 and the operations of Holdings for
the three months ended September 30, 2007.
Results
of Operations
|
|
|
Three
months ended
September
30, 2007
|
|
|
|
|
|
|
Revenues
|
|
$
|
1,169,991
|
|
Cost
of Revenue
|
|
|
1,083,613
|
|
Gross
profit
|
|
|
86,378
|
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
Sales
and marketing
|
|
|
109,884
|
|
General
and administrative
|
|
|
939,849
|
|
Amortization
of intangible assets
|
|
|
91,094
|
|
Merger
& Acquisition cost
|
|
|
187,353
|
|
Total
operating expenses
|
|
|
1,328,179
|
|
(Loss)
from operations
|
|
|
(1,241,802
|
)
|
Revenues
Revenues
for the three months ended September 30, 2007 were $1,169,991 and represent
one
month of Desktop operations. With the continued overall growth in online
advertising and other strategic initiatives undertaken by Desktop, we expect
our
advertising revenues to continue to increase. Post acquisition, we implemented
strategic growth plans including the hiring of additional sales and marketing
resources, to expand our advertiser base and lessen our dependency on any one
particular advertiser.
Cost
of Revenue and Gross Profit
Cost
of
revenue for the three months ended September 30, 2007 were $1,083,613
and represents the amounts we paid to website publishers on Desktop’s online
advertising network. Cost of revenue and attendant gross margins represent
one
month of post acquisition operations of Desktop. We pay our publishers on a
cost
per thousand (CPM) or a revenue share basis. The amount of display
advertisements we are able to deliver e.g. impressions, is based upon the level
of publishing media we can acquire. Based on our ComScore rating, as of
September 30, 2007, we currently reach 47% of the domestic online
population and are ranked as the eleventh largest ad network in the domestic
online marketplace. We
expect
to continue to expand our publisher base as well as increase the levels of
acquired publishing media, particularly with tier one
publishers.
Prior
to
our acquisition of Desktop on August 31, 2007, we made a strategic decision
that
on a going forward basis, we would discontinue our relationship with a
previously underperforming ad network partner and replace it with the respective
network’s primary advertiser. While we were successful in implementing our
strategy, we experienced a decline in gross profit margins for the month
of
September. Gross profit margin was $86,378 or 7.4%.
Our
gross
profit percentage was below pro forma historical pre-acquisition levels.
However, due to our current online reach, coupled with the broadening and
expansion of our advertiser base, we expect to return to pre-acquisition levels
of gross profit margins.
Unaudited
Desktop Interactive, Inc Pro Forma Revenues and Gross Profit
Margins
Unaudited
Pro Forma Revenues and Gross Profit Margins.
On
a pro
forma basis, assuming the acquisition of Desktop took place on January 1, 2007,
Desktop revenues and gross profit margin percentages for the three month and
nine month periods ended September 30, 2007 were $3,491,000 and $6,399,000
respectively and 16.9% and 21.9%, respectively. The unaudited pro forma revenues
and gross margins are not necessarily indicative of future results.
Operating
Expenses:
Sales
and Marketing
Sales
and
marketing expenses consist primarily of compensation of sales and marketing,
network development and related support resources, sales commissions and trade
shows. Sales and marketing expenses were $109,884 and represent one month of
post acquisition operations of Desktop. We expect sales and marketing costs
to
increase as a result of our continued expansion of sales and marketing resources
and the expected overall growth in our business.
General
and Administrative
General
and administrative expenses consist primarily of executive and administrative
compensation, facilities costs, insurance, depreciation, technology support
and
hosting and professional services fees. Total general and administrative
expenses were $939,848 of which $314,942 represents one month of post
acquisition operations of Desktop. The remaining expense primarily represents
Holdings executive and administrative salaries, facilities costs, insurance
and
professional services fees. In addition, total general and administrative
expenses include $225,000 of expenses associated with signing bonuses and
related costs associated with executive employment contracts, including the
President of Desktop.
Professional
fees for the three months ended September 30,2007 was $206,107 of which $187,353
have been reclassified from general and administrative expenses to merger,
acquisition and organizational costs due to the nature of the services rendered
during the three months ended September 30, 2007.
Merger,
Acquisition and Organizational Costs
Merger,
Acquisition and Organizational Costs consist primarily of legal fees associated
with the formation of Customer Acquisition Network, Inc., legal fees related
to
the recapitalization and merger of Customer Acquisition Network, Inc. a
wholly-owned subsidiary of Holdings and audit and accounting services related
to
the acquisition of Desktop. Total merger, acquisition and organizational costs
were $187,353 for the three months ended September 30, 2007.
Stock
Based Compensation
Stock
based compensation includes amortization of the value of warrants issued to
non
employees in regard to providing of professional services. The value of warrants
granted to non- employees is being amortized over the life of the respective
professional services contracts. Stock based compensation for the three- months
ended September 30, 2007 was $43,311
Amortization
of Intangible Assets
Amortization
of intangible assets for the three months ended September 30, 2007 was $91,094.
This amount represents the amortization of intangible assets, Customer
Relationships and Developed Technology, acquired through the acquisition of
Desktop.
Intangibles
associated with Customer Relationships, $600,000 are being amortized on an
accelerated basis wherein 52% will be amortized by December 31, 2007, 43% though
December 31, 2008 and the remainder in 2009. The Company recorded amortization
expense of $91,094 related to Customer Relationships for the three months ended
September 30, 2007.
Liquidity
and Capital Resources
At
September 30, 2007, the Company had a cash and cash equivalent balance of
approximately $2.0 million and working capital of approximately $1.5 million.
Net cash used in operations was approximately $0.9 million for the three months
ended September 30, 2007. The use of cash consisted primarily of net losses
of
$937,000 offset primarily by a net increase in working capital of $42,000 by
non-cash items such as amortization of intangible assets related to the
acquisition of Desktop of $0.1 million.
Cash
used
in investing activities for the three months ended September 30, 2007 was
approximately $4.3 million. The primary use of the cash was to purchase our
newly acquired subsidiary, Desktop. Cash used for the purchase of Desktop was
approximately $4.3 million, Net of Cash Acquired.
Cash
provided by financing activities for the three months ended September 30, 2007
was approximately $7.3 million, net of offering cost. The completion of the
private placement in August 2007 resulted in net proceeds to the company of
approximately $7.0 million.
The
convertible note issued by the founders June, 2007 resulted in cash proceeds
of
$250,000.
Critical
Accounting Policies and Estimates
Revenue
Recognition
The
Company recognizes revenue in accordance with Staff Accounting Bulletin (“SAB”)
No. 104, “Revenue Recognition in Financial Statements.” Under SAB
No. 104, the Company recognizes revenue when the following criteria have
been met: persuasive evidence of an arrangement exists, the fees are fixed
or
determinable, no significant Company obligations remain, and collection of
the
related receivable is reasonably assured.
Revenues
consist of amounts charged to customers, net of discounts, credits and amounts
paid or due under revenue sharing arrangements, for actions on advertisements
placed on our publisher vendor’s websites.
The
Company’s revenue is recognized in the period that the advertising impressions,
click-throughs or actions occur, when lead-based information is delivered or,
provided that no significant Company obligations remain, collection of the
resulting receivable is reasonably assured, and prices are fixed or
determinable. Additionally, consistent with the provisions of EITF Issue
No. 99-19, “Reporting Revenue Gross as a Principal versus Net as an Agent,”
the Company recognizes revenue as a principal. Accordingly, revenue is
recognized on a gross basis.
Fair
Value of Financial Instruments
The
Company’s financial instruments, including cash and cash equivalents, accounts
payable and accrued expenses, are carried at historical cost basis. At September
30, 2007, the carrying amounts of these instruments approximated their fair
values because of the short-term nature of these instruments.
Income
Taxes
The
Company uses the asset and liability method of accounting for income taxes
in
accordance with SFAS No. 109, “Accounting for Income Taxes.” Under this
method, income tax expense is recognized for the amount of: (i) taxes
payable or refundable for the current year; and, (ii) deferred tax
consequences of temporary differences resulting from matters that have been
recognized in an entity’s financial statements or tax returns. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply
to
taxable income in the years in which those temporary differences are expected
to
be recovered or settled. The effect on deferred tax assets and liabilities
of a
change in tax rates is recognized in the results of operations in the period
that includes the enactment date. A valuation allowance is provided to reduce
the deferred tax assets reported if, based on the weight of the available
positive and negative evidence, it is more likely than not some portion or
all
of the deferred tax assets will not be realized. A liability (including interest
if applicable) is established in the consolidated financial statements to the
extent a current benefit has been recognized on a tax return for matters that
are considered contingent upon the outcome of an uncertain tax position.
Applicable interest is included as a component of income tax expense and income
taxes payables.
Stock-based
Compensation
Compensation
expense associated with the granting of stock based awards to employees and
directors and non-employees is recognized in accordance with SFAS No.
123(R), ”Share Based Payment” and related interpretations. SFAS No. 123(R)
requires companies to estimate and recognize the fair value of stock-based
awards to employees and directors. The value of the portion of an award that
is
ultimately expected to vest is recognized as an expense over the requisite
service periods using the straight-line attribution method.
Basic
and Diluted Net Income Per Common Share
Basic
net
income per common share is computed by dividing net income by the
weighted-average number of shares of common stock outstanding for the period.
Diluted net income per common share is computed using the weighted-average
number of common shares outstanding for the period, and, if dilutive, potential
common shares outstanding during the period. Potential common shares consist
of
the incremental common shares issuable upon the exercise of stock options,
stock
warrants, convertible debt instruments or other common stock equivalents.
Cautionary
Factors That May Affect Future Results
This
quarterly report on Form 10-QSB and other written reports and oral statements
made by us from time to time may contain so-called “forward-looking statements,”
all of which are subject to risks and uncertainties. One can identify these
forward-looking statements by their use of words such as “expects,” “plans,”
“will,” “estimates,” “forecasts,” “projects” and other words of similar meaning.
One can identify them by the fact that they do not relate strictly to historical
or current facts. These statements are likely to address our growth strategy,
financial results and our future performance. One must carefully consider any
such statement and should understand that many factors could cause actual
results to differ from our forward-looking statements. These factors include
inaccurate assumptions and a broad variety of other risks and uncertainties,
including some that are known and some that are not. No forward-looking
statement can be guaranteed and actual future results may vary
materially.
Generally
accepted accounting principles require us to make certain estimates, judgments
and assumptions. We believe that the estimates, judgments and assumptions upon
which we rely are reasonable based upon information available to us at the
time
that these estimates, judgments and assumptions are made. These estimates,
judgments and assumptions can affect the reported amounts of assets and
liabilities as of the date of our condensed consolidated financial statements
as
well as the reported amounts of revenues and expenses during the periods
presented. Our condensed financial statements would be affected to the extent
there are material differences between these estimates and actual results.
In
many cases, the accounting treatment of a particular transaction is specifically
dictated by GAAP and does not require management’s judgment in its application.
There are also areas in which management’s judgment in selecting any available
alternative would not produce a materially different result.
Information
regarding market and industry statistics contained in this Report is included
based on information available to us that we believe is accurate. It is
generally based on industry and other publications that are not produced for
purposes of securities offerings or economic analysis. We have not reviewed
or
included data from all sources, and cannot assure investors of the accuracy
or
completeness of the data included in this Report. Forecasts and other
forward-looking information obtained from these sources are subject to the
same
qualifications and the additional uncertainties accompanying any estimates
of
future market size, revenue and our future performance. We do not assume the
obligation to update any forward-looking statement. One should carefully
evaluate such statements in light of factors described in our filings with
the
SEC, especially on Forms 10-KSB, 10-QSB and 8-K. In various filings we have
identified important factors that could cause actual results to differ from
expected or historic results. We note these factors for investors as permitted
by the Private Securities Litigation Reform Act of 1995. One should understand
that it is not possible to predict or identify all such factors. Consequently,
the reader should not consider any such list to be a complete list of all
potential risks or uncertainties.
Item
3. Controls and Procedures
We
carried out an evaluation, under the supervision and with the participation
of
our management, including our chief executive officer and chief financial
officer, of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under
the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in
the
reports that it files or submits under the Exchange Act is accumulated and
communicated to the issuer’s management, including its principal executive and
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure. Based
upon
our evaluation, our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures are effective, as of
the
end of the period covered by this Report (September 30, 2007), in ensuring
that
material information that we are required to disclose in reports that we file
or
submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission
rules and forms.
There
were no changes in our internal controls over financial reporting during the
three month period ended September 30, 2007 that have materially affected,
or
are reasonably likely to materially affect, our internal control over financial
reporting.
PART
II
OTHER
INFORMATION
Item
1. Legal
Proceedings
From
time
to time we may be involved in claims arising in the ordinary course of business.
To our knowledge there are no pending or threatened, legal proceedings,
government actions, administrative actions, investigations or claims against
the
Company.
Except
as
previously included in our Current Reports on Form 8-K filed with the Securities
and Exchange Commission and as described below, we have not sold any equity
securities during the period covered by this Report that were not registered
under the Securities Act of 1933, as amended.
On
October 12, 2007 we issued warrants to a consultant to acquire 600,00
shares of our common stock. The exercise price per share was $0.01 per share.
The warrants were exercised by the consultant on October 22, 2007 and we
received gross proceeds of $6,000 from the consultant. The warrant
shares were not registered under the Securities Act, or the securities laws
of
any state, and were offered and sold in reliance on the exemption from
registration afforded by Section 4(2) and Regulation D (Rule 506) under the
Securities Act and corresponding provisions of state securities laws, which
exempt transactions by an issuer not involving any public offering.
Item
3. Defaults Upon Senior Securities
None
Item
4. Submission of Matters to a Vote of Security Holders
None
Item
5. Other Information
None
Item
6. Exhibits
Exhibit
Number
|
|
Description
|
|
|
|
31.1*
|
|
Section
302 Certification of Principal Executive Officer
|
|
|
|
31.2*
|
|
Section
302 Certification of Principal Financial Officer
|
|
|
|
32.1*
|
|
Section
906 Certification of Principal Executive Officer and Principal Financial
Officer
|
*
Filed
herewith.
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused
this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
|
|
|
CUSTOMER
ACQUISITION NETWORK HOLDING, INC.
|
Dated:
November 14, 2007
|
|
|
|
By: |
/s/ Michael
D. Mathews |
|
Name: Michael
D. Mathews
|
|
Title: Chief
Executive Officer
|