EX-99.1 2 dex991.htm ZONECARE HISTORICAL UNAUDITED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2007 ZoneCare historical unaudited financial statements as of September 30, 2007

Exhibit 99.1

ZONECARE USA OF DELRAY, LLC

FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005


TABLE OF CONTENTS

 

Independent Auditors’ Report

   1

Financial Statements:

  

Balance Sheets

   2

Statements of Operations

   3

Statements of Members’ Equity

   4

Statements of Cash Flows

   5

Notes to Financial Statements

   6 - 9

Schedule I — Unaudited Financial Statements as of September 30, 2007 and for the nine months ended September 30, 2007 and 2006

   10


INDEPENDENT AUDITORS’ REPORT

To the Members

Zone Care USA of Delray, LLC

Delray Beach, Florida

We have audited the accompanying balance sheet of Zone Care USA of Delray, LLC as of December 31, 2006, and the related statements of operations, changes in members’ equity and cash flows for the year 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 audit.

We conducted our audit 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 audit provides 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 Zone Care USA of Delray, LLC as of December 31, 2006 in conformity with accounting principles generally accepted in the United States of America.

The accompanying balance sheet as of December 31, 2005, and the related statements of operations, changes in members’ equity, and cash flows for the year ended December 31, 2005 have been compiled by us in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. A compilation is limited to presenting information that is the representation of management in the form of financial statements. We have not audited or reviewed such financial statements and, accordingly, do not express an opinion or any other form of assurance on them.

/s/ Daszkal Bolton LLP

Jupiter, Florida

June 1, 2007


ZONECARE USA OF DELRAY, LLC

BALANCE SHEETS

AS OF DECEMBER 31, 2006 AND 2005

 

ASSETS
     2006    2005
          (Unaudited)

Current assets:

     

Cash

   $ 10,865    $ 46,430

Accounts receivable, net

     3,066,862      2,540,697

Inventories

     13,719      18,080

Prepaid expenses and other current assets

     239,684      292,506
             

Total current assets

     3,331,130      2,897,713
             

Property and equipment, net

     260,405      184,905

Loans to related parties

     533,350      12,985
             

Total assets

   $ 4,124,885    $ 3,095,603
             
LIABILITIES AND MEMBERS’ EQUITY

Current liabilities:

     

Accounts payable

   $ 873,090    $ 580,849

Payable to owner

     513,243      —  

Insurance Companies Overpayments

     1,434,942      736,087

Accrued expenses and other current liabilities

     133,857      366,385
             

Total current liabilities

     2,955,132      1,683,321
             

Members’ Equity

     1,169,753      1,412,282

Total liabilities and stockholders’ equity

   $ 4,124,885    $ 3,095,603
             

See accompanying notes to financial statements.

 

2


ZONECARE USA OF DELRAY, LLC

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

 

     2006     2005  
           (Unaudited)  

Revenues, net

   $ 20,618,550     $ 17,885,267  

Cost of revenues

     11,817,508       10,028,924  
                

Gross profit

     8,801,042       7,856,343  

Selling, general and administrative expenses

     7,090,504       6,851,780  
                

Income from operations

     1,710,538       1,004,563  
                

Other income (expense):

    

Interest income

     46,424       —    

Interest expense

     —         (79 )

Loss on disposal of asset

     (1,351 )     —    

Other income

     165,177       14,550  

Other expense

     (3,317 )     (35,339 )
                

Total other income (expense)

     206,933       (20,868 )
                

Net income

   $ 1,917,471     $ 983,695  
                

See accompanying notes to financial statements.

 

3


ZONECARE USA OF DELRAY, LLC

STATEMENTS OF CHANGES IN MEMBERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

 

     Capital
Contributions
   Retained
Earnings
    Total
Members’
Equity
 

Balance as of December 31, 2004 (unaudited)

   $ 100,000    $ 3,448,600     $ 3,548,600  

Net income

     —        983,695       983,695  

Distributions

     —        (3,120,013 )     (3,120,013 )
                       

Balance as of December 31, 2005 (unaudited)

     100,000      1,312,282       1,412,282  
                       

Net income

     —        1,917,471       1,917,471  

Distributions

     —        (2,160,000 )     (2,160,000 )
                       

Balance as of December 31, 2006

   $ 100,000    $ 1,069,753     $ 1,169,753  
                       

See accompanying notes to financial statements.

 

4


ZONECARE USA OF DELRAY, LLC

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

 

     2006     2005  
           (unaudited)  

Cash flows from operating activities:

    

Net (loss) income

   $ 1,917,471     $ 983,695  

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:

    

Depreciation and amortization

     58,964       47,744  

Changes in operating assets and liabilities:

    

(Increase) decrease in:

    

Accounts receivable

     (526,165 )     972,967  

Inventory

     4,347       (12,570 )

Prepaid expenses and other current assets

     52,822       (28,771 )

Increase (decrease) in:

    

Accounts payable

     292,240       (362,623 )

Insurance Companies Overpayments

     698,855       736,087  

Accrued expenses and other current liabilities

     (232,528 )     166,820  
                

Net cash (used in) provided by operating activities

     2,266,006       2,503,349  
                

Cash flows from investing activities:

    

Purchases of property and equipment

     (135,799 )     (50,103 )

Gain on sale of fixed asset

     1,351       —    
                

Net cash provided by (used in) investing activities

     (134,448 )     (50,103 )
          

Cash flows from financing activities:

    

Loans to related party

     (520,365 )     (10,509 )

Due to related party

     513,242       —    

Distributions

     (2,160,000 )     (2,402,513 )
                

Net cash provided by (used in) financing activities

     (2,167,123 )     (2,413,022 )
                

Net increase (decrease) in cash

     (35,565 )     40,224  

Cash, beginning of year

     46,430       6,206  
                

Cash, end of year

   $ 10,865     $ 46,430  
                

Supplemental cash flow disclosure:

    

Interest paid

   $ —       $ —    
                

Income taxes paid

   $ —       $ —    
                

See accompanying notes to financial statements.

 

5


ZONECARE USA OF DELRAY, LLC

NOTES TO FINANCIAL STATEMENTS

NOTE 1—ORGANIZATION AND NATURE OF BUSINESS

Nature of Business and Organization

ZoneCare USA of Delray, LLC (the “Company”) is a Customer Responsive Health Care Services Network that provides Proactive Customer Service and Communication, 24 Hours a Day/Seven Days a Week. The Company’s products/services include: DME (Durable Medical Equipment/Medical Supplies), In Person & Conference Call Interpreting & Transportation (Ambulatory, Wheelchair & Stretcher). The company operates mainly in Florida, Georgia and California.

The Company was organized on August 12, 2003 as a limited liability company pursuant to the Florida Limited Liability Company Law.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management Estimates and Assumptions

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 the reported amount of assets and liabilities and disclosure of contingent 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.

Revenue Recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, shipment has occurred and/or services are rendered, price is fixed or determinable and collectibility is reasonably assured.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an initial maturity of three months or less to be cash equivalents. At December 31, 2006, there are no cash equivalents.

Accounts Receivable

Accounts receivable are stated at the unpaid balances. Based on its experience with its customers, management expects to collect all its receivables, and as a result a provision for doubtful accounts has not been recorded.

Property and Equipment

Property and equipment are stated at cost. Incidental expenditures for maintenance and repairs are charged against operations. Renewals and betterment that materially extend the life of assets are capitalized. Depreciation is provided on property and equipment over the equipments estimated useful service lives and is computed under the straight-line method of depreciation.

Income Taxes

The Company has elected to be treated as Limited Liability Company for Federal and State income tax purposes. Under this election, all taxable income, losses and credits pass through to its members and are reflected on their individual income tax returns.

Consequently, no provision for income taxes has been provided for by the Company.

 

6


ZONECARE USA OF DELRAY, LLC

NOTES TO FINANCIAL STATEMENTS

 

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

Advertising Costs

Advertising and marketing costs are expensed as incurred. Advertising expense totaled $248,881 and $248,534 for the years ended December 31, 2006 and 2005, respectively.

New Accounting Pronouncements

In September 2006, the FASB issued SFAS 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarch used to classify the source of the information. This statement is effective beginning in October 2008. The Company is evaluating whether adoption of this statement will result in a change to its fair value measurements.

NOTE 3—CONCENTRATIONS OF CREDIT RISK

Cash and equivalents

The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $100,000 per institution. At December 31, 2006, the Company’s cash balance exceeded the insured limit by $134,807.

Customers

Revenues for the year ended December 31, 2006 are from 400 customers with one customer, AIG that accounts for 23% of the total sales for the year, Accounts receivable at the end of 2006 is distributed among 190 customers with two customers accounting for greater than 10% of the balance. AIG represents 27% of the total balance, and Sedgwick represents 10%.

NOTE 4—PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2006 consists of the following:

 

     Estimated
Useful Lives
   2006     2005  
                (Unaudited)  

Computer and Telephone equipment

   3 to 5 years    $ 344,851     $ 219,019  

Furniture and fixtures

   5 years      13,467       14,083  

Leasehold improvements

   5 years      13,450       13,509  
                   
        371,768       246,611  

Less accumulated depreciation and amortization

        (111,363 )     (61,706 )
                   
      $ 260,405     $ 184,905  
                   

Depreciation expense was $58,964 and $47,744 for the years ended December 31, 2006 and 2005, respectively.

 

7


ZONECARE USA OF DELRAY, LLC

NOTES TO FINANCIAL STATEMENTS

 

NOTE 5—LEASE OBLIGATIONS

The Company leases office space under a non-cancelable operating lease expiring in 2009 from a related party. Rent expense for the years ended December 31, 2006 and 2005 was $229,622 and $210,651, respectively.

The future minimum lease payments under the operating lease as of December 31, 2006, are as follows:

 

Year Ending December 31,

   Operating
Leases

2007

   $ 250,902

2008

     218,889

2009

     227,645

2010

     282,230

2011

     293,520
      

Total minimum lease payments

   $ 1,273,186
      

NOTE 6—INSURANCE COMPANY OVERPAYMENTS

The Company maintains a current liability for overpayments received from the insurance companies for services rendered by the Company. The amount due the insurance companies at December 31, 2006 and 2005 was $1,434,942 and $736,087, respectively.

NOTE 7—RELATED PARTY TRANSACTIONS

The Company’s related parties include officers, directors and members. Related party transactions during the year ended December 31, 2006 include loans to employees, loans from owners and rent payments for lease of building. Loans to related parties at December 31, 2006 and 2005 were $533,350 and $12,985, respectively. Loans from owners at December 31, 2006 were $513,242. There were no loans from owners outstanding at December 31, 2005. Rent payments for the building lease at December 31, 2006 and 2005 were $229,622 and $210,651, respectively.

Speedy Re-employment

During 2006 the Company was reimbursed $153,777 for certain expenses paid on behalf of Speedy Re-employment, LLC, a related party.

NOTE 8—CERTAIN SELLING GENERAL AND ADMINISTRATIVE EXPENSES

The company incurred costs related to severance and settlement of claims, reported in selling general and administrative expenses in both 2006 and 2005. Expenses in this category totaled $112,235 in 2006 and $204,596 in 2005. Management does not expect to incur similar costs in future periods.

 

8


SCHEDULE I — UNAUDITED FINANCIAL STATEMENTS

BALANCE SHEETS AS OF SEPTEMBER 30, 2007 AND 2006

 

ASSETS

 

     30-Sep-07    30-Sep-06
     (Unaudited)    (Unaudited)

Current assets:

     

Cash

   $ 558,000    $ 915,000

Accounts receivable, net

     3,359,000      3,125,000

Other current assets

     125,000      201,000
             

Total current assets

     4,042,000      4,241,000
             

Other assets

     34,000      15,000

Property and equipment, net

     339,000      85,000
             

Total assets

   $ 4,415,000    $ 4,341,000
             
LIABILITIES AND MEMBERS’ EQUITY

Current liabilities:

     

Accounts payable

   $ 1,211,000    $ 1,261,000

Insurance companies overpayments

     1,458,000      1,184,000

Accrued expenses and other current liabilities

     393,000      711,000
             

Total current liabilities

     3,062,000      3,156,000
             

Total liabilities

     3,062,000      3,156,000
             

Commitments and contingencies

     

Members’ equity

     1,353,000      1,185,000
             

Total liabilities and members’ equity

   $ 4,415,000    $ 4,341,000
             

 

9


SCHEDULE I – UNAUDITED FINANCIAL STATEMENTS

STATEMENTS OF OPERATIONS FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2007 AND 2006

 

     30-Sep-07    30-Sep-06
     (Unaudited)    (Unaudited)

Revenues, net

   $ 16,904,000    $ 16,180,000

Cost of revenues

     8,838,000      9,140,000
             

Gross profit

     8,066,000      7,040,000

Selling, general and administrative expenses

     5,070,000      135,192
             

Net income

   $ 2,996,000    $ 6,904,808
             

 

10