EX-99.1 3 dex991.htm AUDITED FINANCIAL STATMENTS FOR 7 MONTHS ENDED DECEMBER 31, 2006 Audited Financial Statments for 7 months ended December 31, 2006

Exhibit 99.1

CARMICHAEL’S CASHWAY PHARMACY, INC.

AND SUBSIDIARY

AUDITED FINANCIAL STATEMENTS

For the Seven Months Ended December 31, 2006


CARMICHAEL’S CASHWAY PHARMACY, INC. AND SUBSIDIARY

TABLE OF CONTENTS

 

     PAGE
NUMBER

INDEPENDENT AUDITORS’ REPORT

   2

AUDITED FINANCIAL STATEMENTS

  

Consolidated Balance Sheet

   3

Consolidated Statement of Income

   4

Consolidated Statement of Retained Earnings

   5

Consolidated Statement of Cash Flows

   6

Notes to Financial Statements

   7-10

INDEPENDENT AUDITORS’ REPORT ON SUPPLEMENTARY INFORMATION

   11

Consolidated Schedule of Operating Expenses

   12


PAGE 2

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors

Carmichael’s Cashway Pharmacy, Inc. and Subsidiary

Crowley, Louisiana

We have audited the accompanying balance sheet of Carmichael’s Cashway Pharmacy, Inc. and Subsidiary as of December 31, 2006, and the related statements of income, retained earnings and cash flows for the seven months 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 Carmichael’s Cashway Pharmacy, Inc. and Subsidiary as of December 31, 2006, and the results of its operations and its cash flows for the seven months then ended in conformity with accounting principles generally accepted in the United States of America.

 

LOGO
CERTIFIED PUBLIC ACCOUNTANTS

February 12, 2007


CARMICHAEL’S CASHWAY PHARMACY, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

December 31, 2006

ASSETS

 

CURRENT ASSETS

  

Cash

   $ 540,696

Accounts receivable

  

Trade (net of allowance for doubtful accounts of $502,106)

     4,178,802

Other

     46,730

Inventories

     2,028,759

Prepaid expenses

     77,731
      

Total Current Assets

     6,872,718
      

PROPERTY, PLANT AND EQUIPMENT

  

Vehicles

     563,398

Durable medical equipment

     1,659,213

Furnitures and fixtures

     62,747

Machinery and equipment

     876,483
      

Total

     3,161,841

Less: Accumulated depreciation

     1,483,259
      

Total Property, Plant and Equipment

     1,678,582
      

OTHER ASSETS

  

Deposits

     2,885

Goodwill

     1,458,634
      

Total Other Assets

     1,461,519
      

TOTAL ASSETS

   $ 10,012,819
      


PAGE 3

LIABILITIES & STOCKHOLDERS’ EQUITY

 

CURRENT LIABILITIES

  

Notes payable

   $ 62,433

Cash overdraft

     52,803

Accounts payable

     890,891

Accrued expenses and other current liabilities

     551,407
      

Total Current Liabilities

     1,557,534
      

LONG-TERM LIABILITIES

  

Notes payable, less current portion

     18,614
      

STOCKHOLDERS’ EQUITY

  

Common stock, no par value, 5,000 shares authorized, 2,000 shares issued and outstanding

     2,000

Additional paid-in capital

     3,000

Retained earnings

     8,431,671
      

Total Stockholders’ Equity

     8,436,671
      

TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY

   $ 10,012,819
      

The accompanying notes are an integral part of this financial statement.


PAGE 4

CARMICHAEL’S CASHWAY PHARMACY, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF INCOME

For the Seven Months Ended December 31, 2006

 

REVENUE

   $ 18,555,801  

COST OF REVENUE

     12,127,865  
        

GROSS PROFIT

     6,427,936  
        

OPERATING EXPENSES

  

Depreciation

     240,985  

Operating expenses

     5,226,592  
        

Total Operating Expenses

     5,467,577  
        

OPERATING INCOME

     960,359  
        

OTHER INCOME (EXPENSE)

  

Loss on disposal of assets

     (1,187 )

Interest income

     47,495  

Interest expense

     (4,003 )
        

Total Other Income (Expense)

     42,305  
        

NET INCOME

   $ 1,002,664  
        

The accompanying notes are an integral part of these financial statements.


PAGE 5

CARMICHAEL’S CASHWAY PHARMACY, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF RETAINED EARNINGS

For the Seven Months Ended December 31, 2006

 

BALANCE AT MAY 31, 2006

   $ 7,756,512  

ADDITIONS (DEDUCTIONS)

  

Net income

     1,002,664  

Dividends

     (327,505 )
        

BALANCE AT DECEMBER 31, 2006

   $ 8,431,671  
        

The accompanying notes are an integral part of these financial statements.


PAGE 6

CARMICHAEL’S CASHWAY PHARMACY, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

For the Seven Months Ended December 31, 2006

 

CASH FLOWS FROM OPERATING ACTIVITIES

  

Net income

   $ 1,002,664  

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

  

Depreciation

     240,985  

Loss on disposal of property and equipment

     1,187  

Provision for bad debt

     81,036  

Changes in assets and liabilities, net of acquisition effects of Breath of Life Home Health Equipment, Inc. and Central Pharmacy Services, L.L.C.

  

Accounts receivable

     (1,066,585 )

Inventories

     (66,947 )

Prepaid expenses

     (28,968 )

Cash overdraft

     52,803  

Accounts payable

     (3,930 )

Accrued expenses and other current liabilities

     14,728  
        

Net Cash Provided By Operating Activities

     226,973  
        

CASH FLOWS FROM INVESTING ACTIVITIES

  

Acquisition of Breath of Life Home Health Equipment, Inc.

     (800,000 )

Acquisition of Central Pharmacy Services, L.L.C.

     (135,000 )

Purchases of property and equipment

     (304,910 )
        

Net Cash Used In Investing Activities

     (1,239,910 )
        

CASH FLOWS FROM FINANCING ACTIVITIES

  

Proceeds from issuance of debt

     38,734  

Repayment of debt

     (17,900 )

Dividends paid

     (327,505 )
        

Net Cash Used In Financing Activities

     (306,671 )
        

NET DECREASE IN CASH

     (1,319,608 )

CASH AT MAY 31, 2006

     1,860,304  
        

CASH AT END OF YEAR

   $ 540,696  
        

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

  

Cash paid during the year for interest

   $ 4,003  
        

The accompanying notes are an integral part of these financial statements.


PAGE 7

CARMICHAEL’S CASHWAY PHARMACY, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS

NOTE 1: ORGANIZATION

Carmichael’s Cashway Pharmacy, Inc. began operations in September of 1969 and was incorporated in the State of Louisiana on December 10, 1993. The Company is engaged in the operation of several retail pharmacies and uniform shops. The Company also offers infusion therapy, nutritional products and durable medical equipment to customers located primarily in Southern Louisiana.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Carmichael’s Cashway Pharmacy, Inc. and its subsidiary, Breath of Life Home Health Equipment, Inc. All significant intercompany accounts and transactions have been eliminated in the consolidation.

Accounts Receivable

Trade accounts receivable are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus receivables do not bear interest, although a finance charge may be applied to amounts past due. Trade accounts receivable are periodically evaluated for collectibility based on past credit history with customers and their current financial condition, and are charged against allowance for doubtful accounts when they are deemed uncollectible.

Inventories

Inventories are stated at the lower of cost (standard cost method), or market. Use of this method does not result in a material difference from the methods required by generally accepted accounting principles.

Property and Equipment

Property and equipment are stated at cost. Expenditures for property and equipment and items which substantially increase the useful lives of the existing assets are capitalized at cost and depreciated. Routine expenditures for repairs and maintenance are expensed as incurred. The cost and related accumulated depreciation of property and equipment disposed of are eliminated from the accounts, and any resulting gain or loss is recognized.

Depreciation expense is provided using the straight-line method with rates based on the estimated useful lives of the individual assets which range from 3 - 40 years. Depreciation expense for the seven months ended December 31, 2006 amounts to $240,985.

Cash Flows

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.


PAGE 8

CARMICHAEL’S CASHWAY PHARMACY, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Intangibles

The excess of cost over book value on the purchase of various companies is shown as goodwill. Management periodically reviews the carrying value of goodwill to determine whether an impairment may exist. An impairment charge is measured as any deficiency in the amount of estimated undiscounted future cash flows of the acquired business available to recover the carrying value related to the goodwill. Goodwill arising from business combinations completed during the seven months ended December 31, 2006 amounts to $751,466. No impairment to goodwill exists as of December 31, 2006.

Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk include cash and accounts receivable. Concentration of credit risk with respect to receivables is limited due to the Company’s large number of customers. The Company maintains cash accounts at several financial institutions. Cash balances are insured by the Federal Deposit Insurance Corporation (FDIC) up to $100,000 per institution. At December 31, 2006, the Company exceeded the insured limits by approximately $563,712.

Use of Estimates

The preparation of the financial statements requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Advertising

The Company charges the cost of advertising to expense as incurred. Advertising expense for the seven months ended December 31, 2006 amounted to $256,104.

NOTE 3: OPERATING LEASES

The Company leases durable medical equipment and an operating location under operating leases. Minimum future rental payments under lease agreements having remaining terms in excess of one year as of December 31, 2006 and for each of the next five years and in the aggregate are as follows:

 

Year Ended December 31

    

2007

   $ 104,412

2008

     104,412

2009

     90,412

2010

     67,376

2011

     53,700
      

Total

   $ 420,312
      


PAGE 9

CARMICHAEL’S CASHWAY PHARMACY, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS

NOTE 4: NOTES PAYABLE

Notes payable at December 31, 2006 consist of the following:

 

Midsouth Bank, $16,132 note dated April 7, 2003, due October 1, 2007, payable in monthly

    installments of $331, interest rate 7.20%, secured by equipment

   $ 3,182

GMAC, $35,951 note dated May 11, 2005, due April 11, 2008, payable in monthly installments of

    $999, interest rate 0.00%, secured by vehicle

     15,978

Iberia Bank, $34,300 note dated July 21, 2005, due July 29, 2009, payable in monthly installments

    of $820, interest rate 6.75%, secured by vehicle

     23,153

AICCO, Inc., $85,622 note dated September 1, 2006, due May 1, 2007, payable in monthly

    installments of $9,858, interest rate 8.60%, unsecured

     38,734
      
     81,047

Less: Current portion

     62,433
      

Long-Term Portion

   $ 18,614
      

Annual maturities of long-term debt during each year ended December 31st are as follows:

 

2008

   $ 13,122

2009

     5,492

Thereafter

     —  
      

Total

   $ 18,614
      

NOTE 5: 401(k) PROFIT SHARING PLAN

The Company contributes to a 401(k) Profit Sharing Plan that is a qualified plan under the Employees Retirement Income Security Act of 1974. All employees having at least twelve months of service are eligible to participate in the plan. The Company matches one-half of employee contributions up to 6% of compensation. Retirement plan contributions made by the Company for the seven months ended December 31, 2006 amounts to $57,956.


PAGE 10

CARMICHAEL’S CASHWAY PHARMACY, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS

NOTE 6: RELATED PARTY TRANSACTIONS

The Company engaged in transactions with Carmichael’s Oakwood Apartments, an affiliated company.

These transactions resulted in the following amount which is included in the financial statements for the seven months ended December 31:

 

Rent expense

   $ 70,000
      

NOTE 7: INCOME TAXES

For income tax purposes, the Company has elected to be taxed as an S Corporation under the Internal Revenue Code and applicable state statutes. Accordingly, there is no provision for income taxes as the income, losses and credits are passed through to the shareholder.

NOTE 8: BUSINESS COMBINATIONS

Effective November 1, 2006, the Company purchased 100% of the outstanding common stock of Breath of Life Home Health Equipment, Inc. for $800,000. Accordingly, the results of operations for Breath of Life Home Health Equipment, Inc. have been included in the accompanying consolidated financial statements from that date forward.

Following is a condensed balance sheet showing the fair values of the assets acquired as of the date of acquisition.

 

Current assets

   $ 34,777

Property and equipment

     79,669

Goodwill arising in the acquisition

     685,554
      
   $ 800,000
      

Effective November 1, 2006, the Company completed an asset purchase of Central Pharmacy Services, L.L.C. for $135,000. Accordingly, the results of operations for Central Pharmacy Services, L.L.C. have been included in the accompanying consolidated financial statements from that date forward.

Following is a condensed balance sheet showing the fair values of the assets acquired as of the date of acquisition.

 

Current assets

   $ 69,088

Goodwill arising in the acquisition

     65,912
      
   $ 135,000
      


PAGE 11

INDEPENDENT AUDITORS’ REPORT

ON SUPPLEMENTARY INFORMATION

To the Board of Directors

Carmichael’s Cashway Pharmacy, Inc. and Subsidiary

Crowley, Louisiana

Our examination of the basic financial statements for the seven months ended December 31, 2006 was made primarily to form an opinion on such financial statements taken as a whole. The supplementary information is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplementary information has been subjected to the audit procedures applied in the examination of the basic financial statements and is, in our opinion, fairly presented in all material respects in relation to the basic financial statements taken as a whole.

 

LOGO
CERTIFIED PUBLIC ACCOUNTANTS

February 12, 2007


PAGE 12

CARMICHAEL’S CASHWAY PHARMACY, INC. AND SUBSIDIARY

CONSOLIDATED SCHEDULE OF OPERATING EXPENSES

For the Seven Months Ended December 31, 2006

 

Advertising

   $ 256,104

Automobile expense

     51,141

Bad debts

     220,225

Claims processing

     11,838

Computer expense

     63,140

Contributions

     6,355

Dues and subscriptions

     1,131

Employee benefits

     3,985

Freight

     1,468

Insurance

     185,480

Janitorial

     15,435

Laundry

     1,707

Meals and entertainment

     12,677

Medical consultation

     43,760

Miscellaneous

     15,176

Office expenses

     143,229

Outside services

     49,734

Payroll taxes

     228,997

Postage

     1,839

Professional fees

     130,046

Promotions

     13,196

Rent

     175,866

Repairs and maintenance

     33,316

Retirement plan contributions

     57,956

Salaries

     3,258,090

Seminars and conventions

     52,292

Taxes and licenses

     42,758

Telephone

     69,972

Trash disposal

     7,175

Travel

     9,081

Uniforms

     5,664

Utilities

     57,759
      

TOTAL OPERATING EXPENSES

   $ 5,226,592