Attached files
Exhibit 99.2
Medical Dictation Services, Inc.
Table Of Contents
For The Years Ended March 31, 2009 And 2008
1 | ||
Financial Statements |
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2-2A | ||
3 | ||
4-4A | ||
5-9 |
Report Of Independent Certified Public Accountants
To The Stockholder And Board Of Directors
Medical Dictation Services, Inc.
101 Lakeforest Boulevard, #330
Gaithersburg, MD 20877
We have audited the accompanying balance sheets of Medical Dictation Services, Inc. as of March 31, 2009 and 2008 and the related statements of income (loss) and retained deficit and cash flows for the years then ended. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Medical Dictation Services, Inc. as of March 31, 2009 and 2008, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Certified Public Accountants
Baltimore, Maryland
September 1, 2009
Red Brook Corporate Center 800 Red Brook Boulevard Suite 300 Owings Mills, MD 21117 410-363-3200 800-899-3633 Fax 410-356-0058
Members: American Institute of Certified Public Accountants & Maryland Association of Certified Public Accountants
www.hertzbach.com
F I N A N C I A L
S T A T E M E N T S
Medical Dictation Services, Inc.
Balance Sheets
March 31, |
2009 | 2008 | ||||
Assets |
||||||
CURRENT ASSETS |
||||||
Cash |
$ | 92,976 | $ | 292,920 | ||
Accounts Receivable |
1,430,860 | 1,144,832 | ||||
Prepaid Expenses |
1,600 | 1,600 | ||||
Loan ReceivableStockholder |
8,512 | 18,221 | ||||
Due From Employees |
7,700 | 255 | ||||
Refundable Income Taxes |
| 4,208 | ||||
Total Current Assets |
1,541,648 | 1,462,036 | ||||
PROPERTY AND EQUIPMENT |
||||||
Dictation Equipment |
206,971 | 288,414 | ||||
Furniture And Fixtures |
56,418 | 27,088 | ||||
Computers |
48,650 | 50,496 | ||||
Equipment Under Capital Lease |
25,865 | 25,865 | ||||
Leasehold Improvements |
84,148 | 19,868 | ||||
422,052 | 411,731 | |||||
Less: Accumulated Depreciation |
277,936 | 331,752 | ||||
Total Property And Equipment |
144,116 | 79,979 | ||||
TOTAL ASSETS |
$ | 1,685,764 | $ | 1,542,015 | ||
See Accompanying Notes
2
Medical Dictation Services, Inc.
Balance Sheets
March 31, |
2009 | 2008 | ||||||
Liabilities And Stockholders Deficit |
||||||||
CURRENT LIABILITIES |
||||||||
Accounts Payable |
$ | 298,930 | $ | 176,485 | ||||
Line Of Credit |
598,000 | 550,000 | ||||||
Accrued Payroll And Payroll Taxes |
342,936 | 496,412 | ||||||
Accrued Retirement Plan Contribution |
37,619 | 77,799 | ||||||
Accrued Leave |
46,723 | 53,463 | ||||||
Accrued Expenses |
14,460 | | ||||||
Current Portion Of Note PayableA.L. Myer Living Trust |
88,530 | 84,490 | ||||||
Current Maturities Of Capital Lease Obligation |
5,158 | 4,615 | ||||||
Income Taxes Payable |
13,924 | | ||||||
Unearned Revenue |
7,946 | 21,464 | ||||||
Total Current Liabilities |
1,454,226 | 1,464,728 | ||||||
LONG-TERM LIABILITIES |
||||||||
Deferred Income Taxes |
9,219 | 2,525 | ||||||
Note PayableA.L. Myer Living Trust, Less Current Portion |
597,707 | 686,237 | ||||||
Capital Lease Obligation, Less Current Maturities |
11,081 | 16,238 | ||||||
Total Long-Term Liabilities |
618,007 | 705,000 | ||||||
STOCKHOLDERS DEFICIT |
||||||||
Common Stock$10 Par Value, 1,960 Shares Authorized, 960 Shares Issued And Outstanding |
9,604 | 9,604 | ||||||
Additional Paid-In Capital |
48,196 | 48,196 | ||||||
Retained Deficit |
(444,269 | ) | (685,513 | ) | ||||
Total Stockholders Deficit |
(386,469 | ) | (627,713 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT |
$ | 1,685,764 | $ | 1,542,015 | ||||
See Accompanying Notes
2A
Medical Dictation Services, Inc.
Statements Of Income (Loss) And Retained Deficit
For The Years Ended March 31, |
2009 | % Of Sales |
2008 | % Of Sales |
|||||||||
Sales |
$ | 13,732,375 | 100.00 | $ | 11,846,984 | 100.00 | |||||||
Cost Of Sales |
9,312,198 | 67.81 | 8,161,598 | 68.89 | |||||||||
Gross Profit |
4,420,177 | 32.19 | 3,685,386 | 31.11 | |||||||||
General And Administrative Expenses |
4,037,465 | 29.39 | 3,658,869 | 30.88 | |||||||||
Operating Income |
382,712 | 2.80 | 26,517 | .23 | |||||||||
Other Income |
| | 111 | | |||||||||
382,712 | 2.80 | 26,628 | .23 | ||||||||||
Other Expenses |
97,850 | .71 | 60,496 | .50 | |||||||||
Income (Loss) Before Income Taxes |
284,862 | 2.09 | (33,868 | ) | (.27 | ) | |||||||
Provision (Benefit) For Income Taxes |
|||||||||||||
Current |
36,924 | .27 | 15,164 | .13 | |||||||||
Deferred |
6,694 | .05 | (35,912 | ) | (.30 | ) | |||||||
43,618 | .32 | (20,748 | ) | (.17 | ) | ||||||||
Net Income (Loss) |
241,244 | 1.77 | (13,120 | ) | (.10 | ) | |||||||
Retained DeficitBeginning Of Year |
(685,513 | ) | (672,393 | ) | |||||||||
Retained DeficitEnd Of Year |
$ | (444,269 | ) | $ | (685,513 | ) | |||||||
See Accompanying Notes
3
Medical Dictation Services, Inc.
Statements Of Cash Flows
For The Years Ended March 31, |
2009 | 2008 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net Income (Loss) |
$ | 241,244 | $ | (13,120 | ) | |||
Adjustments To Reconcile Net Income (Loss) To Net Cash |
||||||||
Depreciation |
49,728 | 34,150 | ||||||
Loss On Disposal Of Property And Equipment |
3,182 | | ||||||
Deferred Income Taxes |
6,694 | (35,912 | ) | |||||
(Increase) Decrease In Operating Assets: |
||||||||
Accounts Receivable |
(286,028 | ) | 100,195 | |||||
Prepaid Expenses |
| 5,400 | ||||||
Due From Employees |
(7,445 | ) | 674 | |||||
Refundable Income Taxes |
4,208 | (4,208 | ) | |||||
Increase (Decrease) In Operating Liabilities: |
||||||||
Accounts Payable |
122,445 | (12,604 | ) | |||||
Accrued Payroll And Payroll Taxes |
(153,476 | ) | 40,031 | |||||
Accrued Retirement Contribution |
(40,180 | ) | 7,503 | |||||
Accrued Leave |
(6,740 | ) | 5,592 | |||||
Accrued Expenses |
14,460 | | ||||||
Income Taxes Payable |
13,924 | (1,983 | ) | |||||
Unearned Revenue |
(13,518 | ) | 15,674 | |||||
Net Cash Provided By (Used In) Operating Activities |
(51,502 | ) | 141,392 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Decrease In Loan ReceivableStockholder |
9,709 | 2,209 | ||||||
Decrease In Loan ReceivableEstate Of A.L. Myer |
| 34,174 | ||||||
Purchases Of Property And Equipment |
(117,047 | ) | (47,836 | ) | ||||
Net Cash Used In Investing Activities |
(107,338 | ) | (11,453 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Net Proceeds From Line Of Credit |
48,000 | 175,000 | ||||||
Principal Payments On Capital Lease Obligation |
(4,614 | ) | (4,129 | ) | ||||
Payments On Note PayableA.L. Myer Living Trust |
(84,490 | ) | (166,337 | ) | ||||
Net Cash Provided By (Used In) Financing Activities |
(41,104 | ) | 4,534 | |||||
NET INCREASE (DECREASE) IN CASH |
(199,944 | ) | 134,473 | |||||
CASHBEGINNING OF YEAR |
292,920 | 158,447 | ||||||
CASHEND OF YEAR |
$ | 92,976 | $ | 292,920 | ||||
See Accompanying Notes
4
Medical Dictation Services, Inc.
Statements Of Cash Flows
(Continued)
For The Years Ended March 31, |
2009 | 2008 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
||||||
Cash Paid During The Year For: |
||||||
Interest |
$ | 84,085 | $ | 56,154 | ||
Income Taxes |
$ | 23,000 | $ | 7,500 | ||
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||||||
During the year ended March 31, 2009, the Company disposed of property and equipment with an original cost of $106,726 and accumulated depreciation of $103,544. |
See Accompanying Notes
4A
Medical Dictation Services, Inc.
Notes To Financial Statements
March 31, 2009 And 2008
1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NATURE OF BUSINESS Medical Dictation Services, Inc. (Company) was incorporated in the State of Maryland on March 31, 1981. The Company maintains offices in Maryland and Florida. The Company provides medical dictation services to hospitals and private physicians in the Mid-Atlantic region and Florida.
METHOD OF ACCOUNTING The Company reports income and expense on the accrual method of accounting. Under this method, income is recognized when earned and expenses when the obligation is incurred.
STATEMENTS OF CASH FLOWS For the purpose of these statements, the Company considers all highly liquid investments to be cash equivalents.
PROPERTY AND EQUIPMENT Property and equipment are stated at cost. The cost of repairs and maintenance is charged to operations as incurred. Major renewals, betterments, and additions are capitalized. When assets are sold or otherwise disposed of, the cost of the asset and related accumulated depreciation are removed from the accounts and the resulting gain or loss is credited or charged to income.
Depreciation is computed using the following methods over the estimated useful lives of the assets:
Class | Methods | |
Dictation Equipment | Straight-Line/Accelerated | |
Furniture & Fixtures | Straight-Line/Accelerated | |
Computers | Straight-Line/Accelerated | |
Equipment Under Capital Lease | Accelerated | |
Leasehold Improvements | Straight-Line |
INCOME TAXES Provision is made on the financial statements for deferred income taxes applicable to temporary differences between income recognized for financial reporting purposes and income recognized for income tax purposes under the asset/liability method. The principal source of taxable and deductible temporary differences is different depreciation methods. Deferred income taxes are classified as current or non-current depending upon the balance sheet classification of the related asset or liability.
UNCERTAIN TAX POSITIONS In accordance with FASB Staff Position (FSP) FIN 48-3, Effective Date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises, the Company has elected to defer application of FASB Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements in accordance with FASB Statement of Financial Standards (SFAS) No. 109, Accounting for Income Taxes.
Since the provisions of FIN 48 have not been implemented in accounting for uncertain tax positions, the Company continues to utilize its prior policy of accounting for these positions following the guidance in SFAS No. 5, Accounting for Contingencies. As of March 31, 2009 and 2008, the Company has no uncertain tax positions that qualify for either recognition or disclosure in the financial statements under SFAS No. 5.
ADVERTISING COSTS The Company expenses advertising the first time the advertising takes place. Costs amounted to $84,490 and $97,127 for the years ended March 31, 2009 and 2008, respectively.
ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles 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 financial statements. Such estimates also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those amounts.
5
Medical Dictation Services, Inc.
Notes To Financial Statements
(Continued)
March 31, 2009 And 2008
2. | CONCENTRATION OF CREDIT RISK |
The Company maintains cash balances at financial institutions in the Washington metropolitan area. Accounts at the institutions are secured by the Federal Deposit Insurance Corporation. At March 31, 2009 and 2008, cash balances did not exceed insured limits.
The Companys two largest clients accounted for approximately 30% of revenue for 2009, and approximately 31% of net accounts receivable at March 31, 2009. The Companys two largest clients accounted for approximately 33% of revenue for 2008, and approximately 28% of net accounts receivable at March 31, 2008.
3. | ACCOUNTS RECEIVABLE |
Management is of the opinion that all of the Companys accounts receivable are fully collectible and that no allowance for doubtful accounts is required.
4. | LOAN RECEIVABLE STOCKHOLDER |
The amounts of $8,512 and $18,221 at March 31, 2009 and 2008, respectively represent an unsecured loan receivable from Dorothy Fitzgerald, sole stockholder of the Company. The loan bears interest at the rate of 4.5% per annum and is due on demand.
5. | LINE OF CREDIT |
The Company has available a line of credit from Citibank, F.S.B. which permits the Company to borrow up to $600,000 at the Wall Street Journal prime rate plus 1% through October 31, 2009. Borrowings under the agreement are collateralized by equipment and the personal guarantee of the stockholder, and are due on demand. The amounts of $598,000 and $550,000 were outstanding on the line of credit at March 31, 2009 and 2008, respectively.
6. | NOTE PAYABLE A.L. MYER LIVING TRUST |
The amounts of $88,530 and $84,490 and $597,707 and $686,237 at March 31, 2009 and 2008, respectively, represent the current and long-term portions outstanding on a note payable to A. L. Myer Living Trust (the Trust). In accordance with the terms of a stockholders agreement with Andrea L. Myer, a former officer and stockholder, the Company repurchased and retired her stock from the Trust, effective December 14, 2005. The Company issued an unsecured promissory note to the Trust in an amount equal to the redemption value. In April 2007, the Company and the Trust agreed to a revised redemption value of $947,000, effective as of December 14, 2005, payable under the same terms as the original note. The note is payable in equal monthly installments of principal and interest of $9,896 through December 2015 and bears interest at 4.68% per annum.
Future principal payments due under the terms of the note are as follows:
Year Ending March 31, |
|||
2010 |
$ | 88,530 | |
2011 |
92,763 | ||
2012 |
97,199 | ||
2013 |
101,847 | ||
2014 |
106,717 | ||
Thereafter |
199,181 | ||
Total Future Principal Payments |
$ | 686,237 | |
6
Medical Dictation Services, Inc.
Notes To Financial Statements
(Continued)
March 31, 2009 And 2008
7. | COMMITMENTS AND CONTINGENCIES |
LEASE The Company leases office space in Gaithersburg, Maryland under an operating lease that originally expired in 2009, but was extended until 2011. The lease provides for the payment of annual base rent plus other operating expenses.
In addition, the Company leases office space in Annapolis and in Florida from its president and stockholder. The leases are on a month-to-month basis and include parking and all other operating expenses.
The future minimum rental payments under non-cancelable operating leases are as follows:
Year Ending March 31, |
|||
2010 |
$ | 47,449 | |
2011 |
48,872 | ||
2012 |
16,450 | ||
Total Future Minimum Rental Payments |
$ | 112,771 | |
Rent expense for the years ended March 31, 2009 and 2008 was $196,948 and $95,938, respectively.
EMPLOYMENT AGREEMENT The Company has an employment agreement with a key employee to pay additional compensation in the event of a sale of the stock of the Company by the shareholder.
8. | RETIREMENT PLAN |
The Company sponsors a 401(k) profit sharing plan for the benefit of all eligible employees. The Company matches a portion of the employees voluntary contributions to the plan. The amount of the Companys matching contribution is at the discretion of management. Contributions for the years ended March 31, 2009 and 2008 were $40,992 and $77,799, respectively.
9. | RELATED PARTY TRANSACTIONS |
The Company is the lessee of 1,900 square feet of office space in Annapolis, Maryland under a month-to-month lease arrangement. The rent is $6,400 per month and includes parking and all other operating expenses associated with the property. The president and 100% stockholder of the Company owns the property in which the office space is located.
The Company is also the lessee of 1,600 square feet of office space in Florida under a month-to-month lease arrangement. The rent is $5,900 per month and includes parking and all other operating expenses associated with the property. The president and 100% stockholder of the Company owns the property in which the office space is located.
Rents and consulting fees were paid to AKF Enterprises, LLC, a management and consulting company wholly-owned by the president and 100% stockholder of the Company. Total rent and consulting fees paid to AKF Enterprises, LLC for the years ended March 31, 2009 and 2008 were $135,800 and $49,600, respectively.
7
Medical Dictation Services, Inc.
Notes To Financial Statements
(Continued)
March 31, 2009 And 2008
10. | INCOME TAXES |
CURRENT INCOME TAXES For the years ended March 31, 2009 and 2008, the Company incurred a liability for Federal and State income taxes as follows:
2009 | 2008 | |||||||
Federal Income Taxes |
$ | 23,409 | $ | 8,628 | ||||
State Income Taxes |
13,515 | 6,536 | ||||||
Current Income Tax Expense |
36,924 | 15,164 | ||||||
Less: Estimated Payments |
(23,000 | ) | (19,372 | ) | ||||
Income Taxes Payable (Refundable) |
$ | 13,924 | $ | (4,208 | ) | |||
DEFERRED INCOME TAXES Differences between income and costs recognized for financial reporting purposes and income tax purposes have generated deferred income tax liabilities as follows:
2009 | 2008 | ||||||
Net Deferred Tax Liabilities |
$ | 9,219 | $ | 2,525 | |||
Deferred Income TaxesBeginning Of Year |
$ | 2,525 | $ | 38,437 | |||
Provision (Benefit) For Deferred Income Taxes |
6,694 | (35,912 | ) | ||||
Deferred Income TaxesEnd Of Year |
$ | 9,219 | $ | 2,525 | |||
Deferred Income Tax LiabilitiesCurrent |
$ | | $ | | |||
Deferred Income Tax LiabilitiesLong-Term |
9,219 | 2,525 | |||||
$ | 9,219 | $ | 2,525 | ||||
11. | CAPITAL LEASE |
The Company is the lessee of a phone system under a capital lease expiring in 2012. The asset and liability under the capital lease is recorded at the lower of the present value of the minimum lease payments or the fair value of the asset. The asset is depreciated over the lower of its related lease terms or its estimated productive life. Depreciation of the asset under capital lease is included in depreciation expense for 2009 and 2008. The following is a summary of property held under the capital lease:
2009 | 2008 | |||||
Equipment |
$ | 25,865 | $ | 25,865 | ||
Less: Accumulated Depreciation |
17,019 | 11,122 | ||||
$ | 8,846 | $ | 14,743 | |||
8
Medical Dictation Services, Inc.
Notes To Financial Statements
(Continued)
March 31, 2009 And 2008
11. | CAPITAL LEASE (CONTINUED) |
Future minimum lease payments under capital leases are as follows:
Year Ending March 31, |
|||
2010 |
$ | 6,712 | |
2011 |
6,712 | ||
2012 |
5,595 | ||
Total Minimum Lease Payments |
19,019 | ||
Less: Amount Representing Interest |
2,780 | ||
16,239 | |||
Less: Current Maturities Of Long-Term |
5,158 | ||
Long-Term Obligations Under Capital Lease |
$ | 11,081 | |
Interest expense on all of the Companys obligations was $84,085 and $56,154 for the years ended March 31, 2009 and 2008, respectively.
12. | QUARTERLY FINANCIAL DATA (UNAUDITED) |
Quarters Ended | |||||||||||||
June 30, | September 30, | December 31, | March 31, | ||||||||||
Fiscal 2009 |
|||||||||||||
Net Sales |
$ | 3,250,333 | $ | 3,438,004 | $ | 3,470,549 | $ | 3,573,489 | |||||
Cost of Sales |
2,072,675 | 2,403,698 | 2,227,024 | 2,608,801 | |||||||||
Gross Profit |
$ | 1,177,658 | $ | 1,034,306 | $ | 1,243,525 | $ | 964,688 | |||||
Net Income (Loss) |
$ | 512,455 | $ | 158,854 | $ | 408,194 | $ | (838,259 | ) | ||||
Earnings (Loss) Per Share |
$ | 534 | $ | 165 | $ | 425 | $ | (873 | ) | ||||
Fiscal 2008 |
|||||||||||||
Net Sales |
$ | 2,931,335 | $ | 2,868,133 | $ | 2,956,985 | $ | 3,090,531 | |||||
Cost of Sales |
1,868,100 | 2,115,028 | 1,905,673 | 2,272,797 | |||||||||
Gross Profit |
$ | 1,063,235 | $ | 753,105 | $ | 1,051,312 | $ | 817,734 | |||||
Net Income (Loss) |
$ | 466,517 | $ | 115,492 | $ | 344,683 | $ | (939,812 | ) | ||||
Earnings (Loss) Per Share |
$ | 486 | $ | 120 | $ | 359 | $ | (979 | ) | ||||
9