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EX-99.3 - UNAUDITED FINANCIAL STATEMENTS OF GARRITAN - MAKEMUSIC, INC.d316266dex993.htm
EX-23.1 - CONSENT OF MCGLADREY LLP - MAKEMUSIC, INC.d316266dex231.htm
EX-99.4 - UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION - MAKEMUSIC, INC.d316266dex994.htm
8-K/A - FORM 8-K/A - MAKEMUSIC, INC.d316266d8ka.htm

EXHIBIT 99.2

 

 

GARRITAN CORPORATION

AUDITED FINANCIAL STATEMENTS

as of December 31, 2010 and December 31, 2009


INDEPENDENT AUDITOR’S REPORT

 

To the Board of Directors

Garritan Corporation

Orca, WA

We have audited the accompanying balance sheets of Garritan Corporation as of December 31, 2010 and 2009, and the related statements of income, retained earnings and cash flows for the years then ended. These financial statements are the responsibility of the Company’s 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 audit 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 Garritan Corporation as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ McGladrey & Pullen, LLP

Minneapolis, Minnesota

March 14, 2012


GARRITAN CORPORATION   

BALANCE SHEET  

DECEMBER 31  

 

 

     2010     2009  

Assets:

    

Current assets:

    

Cash

   $         114,031      $         103,648   

Accounts receivable

     100,843        101,006   

Inventories

     923        1,194   
  

 

 

   

 

 

 

Total current assets

     215,797        205,848   
  

 

 

   

 

 

 

Property and equipment:

    

Office equipment

     26,215        2,751   

Machinery and equipment

     16,782        16,782   

Vehicle

     -        17,300   
  

 

 

   

 

 

 
     42,997        36,833   

Less accumulated depreciation

     15,462        24,392   
  

 

 

   

 

 

 

Net property and equipment

     27,535        12,441   
  

 

 

   

 

 

 

Capitalized software development costs:

    

Sound libraries, net

     412,312        349,540   

GIGA rights, net

     31,250        56,250   

Capitalized ARIA Player costs, net

     224,112        208,341   
  

 

 

   

 

 

 

Net capitalized software

     667,674        614,131   
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 911,006      $ 832,420   
  

 

 

   

 

 

 

Liabilities and stockholders’ equity:

    

Current liabilities:

    

Accounts payable

   $ 434      $ 401   

Accrued expenses

     20,000        15,000   

Note payable, stockholder

     -        75,000   
  

 

 

   

 

 

 

Total current liabilities

     20,434        90,401   
  

 

 

   

 

 

 

Stockholders’ equity:

    

Capital stock, no par value, 100 shares authorized, issued and outstanding

     1,000        1,000   

Paid-in capital

     119,554        119,554   

Retained earnings

     770,018        621,465   
  

 

 

   

 

 

 

Total stockholders’ equity

     890,572        742,019   
  

 

 

   

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $ 911,006      $ 832,420   
  

 

 

   

 

 

 

See notes to financial statements.


2

 

GARRITAN CORPORATION   

STATEMENTS OF INCOME AND

RETAINED EARNINGS

YEARS ENDED DECEMBER 31

 

 

    2010     2009  

Revenue:

   

Distributors’ sales

  $         282,218      $         306,971   

Direct product sales

    627,808        445,705   
 

 

 

   

 

 

 

Total revenue

    910,026        752,676   

Cost of goods sold

    301,570        295,131   
 

 

 

   

 

 

 

Gross profit

    608,456        457,545   
 

 

 

   

 

 

 

Operating expenses:

   

General and administrative

    185,806        162,397   

Research and development

    138,848        76,023   
 

 

 

   

 

 

 
    324,654        238,420   
 

 

 

   

 

 

 

Income from operations

    283,802        219,125   
 

 

 

   

 

 

 

Interest income (expense)

   

Income

    463        473   

Expense

    -        (16
 

 

 

   

 

 

 
    463        457   
 

 

 

   

 

 

 

Net income

  $ 284,265      $ 219,582   

Retained earnings, beginning

    621,465        510,207   

Stockholders’ distributions

    (135,712     (108,324
 

 

 

   

 

 

 

Retained earnings, ending

  $ 770,018      $ 621,465   
 

 

 

   

 

 

 

See notes to financial statements.


3

 

GARRITAN CORPORATION   

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31

 

 

         2010             2009      

Cash flows from operating activities:

    

Net income

   $         284,265      $         219,582   

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

    

Amortization of capitalized software

     241,660        209,354   

Depreciation

     8,081        6,365   

Gain on sale of equipment

     (6,337     -   

Decrease (increase) in assets:

    

Accounts receivable

     163        (5,030

Inventories

     271        519   

Increase (decrease) in liabilities:

    

Accounts payable

     33        (1,135

Retirement plan contribution payable

     5,000        -   
  

 

 

   

 

 

 

Net cash provided by operating activities

     533,136        429,655   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Capitalized software development costs, sounds libraries

     (199,448     (241,315

Capitalized ARIA Player costs

     (95,755     (129,216

Purchase of property and equipment

     (23,463     (2,751
  

 

 

   

 

 

 

Net cash used in investing activities

     (318,666     (373,282
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Proceeds from note payable, stockholder

     -        75,000   

Repayment of note payable, stockholder

     (75,000     -   

Stockholders’ distributions

     (129,087     (108,324
  

 

 

   

 

 

 

Net cash used in financing activities

     (204,087     (33,324
  

 

 

   

 

 

 

Net increase in cash

     10,383        23,049   

Cash, beginning

     103,648        80,599   
  

 

 

   

 

 

 

Cash, ending

   $ 114,031      $ 103,648   
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information

    

Cash payments for interest

   $ -      $ 16   

Supplemental disclosure of non-cash investing and financing activities:

    

Stockholder distribution of a vehicle

   $ 6,625      $ -   

See notes to financial statements.


4

 

GARRITAN CORPORATION   

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2010 AND 2009

 

 

1.

Nature of business and summary of significant accounting policies:

 

 

Nature of business:

Garritan Corporation (the Company) conceives, develops and implements sound software libraries. These libraries allow the user to create music using their own computers and integrates with other programs to record and notate the user’s music. The Company is worldwide in distribution (DVD and download) and sells mostly by download directly to customers via the web.

Accounts receivable, trade:

The Company extends unsecured credit to its customers in the ordinary course of business. Based on management’s evaluation of uncollected accounts receivable at the end of each year, all open invoices are considered collectible and no allowance for bad debt is recorded. Interest is not charged on past due accounts.

Inventories:

Inventory consists of DVD’s used in producing software libraries. DVD’s are stated at the lower of cost or market with cost being determined on a weighted average cost method.

Property and equipment:

Property and equipment are stated at cost and are being depreciated using the straight-line method over five to seven years.

Total depreciation expense was $8,081 and $6,365 for the years ended December 31, 2010 and 2009, respectively.

Capitalized software development costs:

Capitalized software consists of costs to develop player technology software and sound library software. Software development costs incurred subsequent to establishing technological feasibility through the release date of the software products are capitalized. Technological feasibility is demonstrated by the completion of a working model or a base sound platform for new release.

 

Sound libraries:

Capitalized costs for sound libraries are amortized using the straight-line method over twenty-four months, which management has generally identified as the best estimate of a library’s useful life.

 

     2010      2009  

Sound libraries,
cost

   $       1,682,534       $   1,483,086   

Accumulated
amortization

     1,270,222         1,133,546   
  

 

 

    

 

 

 

Sound libraries,
net

   $ 412,312       $ 349,540   
  

 

 

    

 

 

 

Total amortization expense was $136,676 and $129,771 for the years ended December 31, 2010 and 2009, respectively.

Amortization expense will be incurred in future years as follows:

 

  December 31

      

        2011

   $         112,395   

        2012

     125,574   

        2013

     133,876   

        2014

     40,467   
  

 

 

 
   $ 412,312   
  

 

 

 

GIGA rights:

The Company purchased certain technology assets (GIGA rights) in March 2009 for $75,000. The GIGA rights are embedded and integral in a number of the Company’s sound libraries. The technology assets have a greater use as a baseline for multiple versions of each of the Company’s sound libraries. Hence, the GIGA rights are being amortized using the straight-line method over thirty-six months.

 


5

 

GARRITAN CORPORATION   

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2010 AND 2009

 

 

1. Nature of business and summary of significant accounting policies (continued):

 

 

 

     2010     2009  

GIGA rights, cost

   $         75,000      $         75,000   

Accumulated amortization

     43,750        18,750   
  

 

 

   

 

 

 

GIGA rights, net

   $ 31,250      $ 56,250   

Total amortization expense was $25,000 and $18,750 for the years ended December, 31, 2010 and 2009, respectively.

Amortization expense will be incurred in future years as follows:

 

    December 31    

      

2011

   $         25,000   

2012

     6,250   
   $ 31,250   

ARIA Player Costs:

ARIA Player technology consists of costs to develop a media player specific to the sound libraries. This media player is embedded in the sound libraries. Costs incurred subsequent to establishing technological feasibility through the release date of each version of the ARIA Player are capitalized. As the technology to develop the ARIA Player is inherent to multiple versions of sound libraries, management has estimated the costs to be amortized using a straight-line method over sixty months.

 

     2010     2009  

ARIA Player

   $      399,919      $   304,164   

Accumulated amortization

     175,807        95,823   
  

 

 

   

 

 

 

ARIA Player, net

   $ 224,112      $ 208,341   

Total amortization expense was $79,984 and $60,833 for the years ending December 31, 2010 and 2009, respectively.

Amortization expense will be incurred in future years as follows:

 

        December 31           

              2011

   $         79,984   

              2012

     63,346   

              2013

     44,994   

              2014

     35,788   
  

 

 

 
   $ 224,112   

Advertising costs:

Advertising costs, included in operating expenses, are expensed as incurred and were $0 and $15,890 for the years ended December 31, 2010 and 2009, respectively.

Revenue recognition:

Revenues from software libraries are recognized when all the following conditions are met: there is evidence of an agreement with the customer, shipment has occurred or if downloaded, transmission has occurred, the total sales price is fixed and determinable and collection is probable and any uncertainties with regard to customer acceptance are insignificant. Charges to customers for shipping and handling are included in revenue. Revenue is recorded net of any sales tax or use tax. Sales taxes collected from customers are included in accounts payable until remitted to the appropriate taxing jurisdiction.

 


6

 

GARRITAN CORPORATION   

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2010 AND 2009

 

 

1.

Nature of business and summary of significant accounting policies (continued):

 

 

Income taxes:

The Company, with the consent of its stockholders, has elected to be taxed under sections of federal and state income tax law, which provide that, in lieu of corporation income taxes, the stockholders separately account for their pro rata shares of the Company’s items of income, deductions, losses and credits. As a result of this election, no income taxes have been recognized in the accompanying financial statements.

The Financial Accounting Standards Board issued guidance on accounting for uncertainty in income taxes. The Company adopted this new guidance for the year ended December 31, 2010 and 2009. Management evaluated the Company’s tax positions and concluded that the Company had taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance. With few exceptions, the Company is no longer subject to income tax examinations by the U.S. federal, state or local tax authorities for years before 2008.

Use of estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Concentrations:

The Company maintains its cash balances in one financial institution. Cash balances at times may exceed FDIC limits, however, no losses have been experienced.

We had three customers representing 44%, 20% and 10% of outstanding accounts receivable at December 31, 2010. None of these customers represented a concentration in revenue. As of December 31, 2009, we

had five customers representing 33%, 21%, 14%, 11% and 11% of outstanding accounts receivable with no customer representing a concentration of revenue.

Research and development:

All research and development costs, included in operating expenses, are charged to operations as incurred and were $138,848 and $76,023 for the years ended December 31, 2010 and 2009, respectively.

Impairment of long-lived assets:

The Company will record impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amounts.

Product warranty obligation:

Based on historical data, the Company has experienced very little return on products sold. On occasion, a software library downloaded or DVD sold may not work properly and has been replaced. It is management’s evaluation that, due to the infrequent nature and small amount, no product warranty obligation should be established.

Subsequent events:

Management evaluated for subsequent events through March 14, 2012 the date the financial statements were available for issuance.

 

2.

Retirement plan:

 

 

The Company has a Simplified Employee Pension (SEP) covering the stockholders. The Company’s contribution was $20,000 and $15,000 for the years ended December 31, 2010 and 2009, respectively.

 


7

 

GARRITAN CORPORATION   

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2010 AND 2009

 

 

3.

Commitments and contingencies:

 

 

The Company has contractual relationships and license agreements with various resellers and third parties in the ordinary course of business. These arrangements subject the Company or the third parties to certain individual performance standards. The Company has not determined or recorded any minimum gain or loss accruals related to these arrangements.

 

4.

Note payable, stockholder:

 

 

For the year ending December 31, 2009, the Company had an unsecured demand note for $75,000 with the stockholders, which bears no interest and was repaid during 2010.

 

5.

Related party transactions:

 

 

The Company rents office space, on a month-to-month lease, from the stockholders. Annual rent expense was $6,000 for December 31, 2010 and 2009 there are no future rent obligations.

 

6.

Subsequent events:

 

 

The Company executed a stock purchase agreement with MakeMusic, Inc. on December 21, 2011 and closed on the transaction effective December 30, 2011. Under terms of the agreement, Garritan Corporation became a wholly owned subsidiary of MakeMusic, Inc.