EX-99.2 4 dex992.htm AUDITED FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2007 Audited Financial Statements Year ended December 31, 2007

Exhibit 99.2

CARMICHAEL’S CASHWAY PHARMACY, INC.

AND SUBSIDIARY

AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND

SUPPLEMENTARY INFORMATION

For the Year Ended December 31, 2007


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 Consolidated 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 consolidated balance sheet of Carmichael’s Cashway Pharmacy, Inc. and Subsidiary as of December 31, 2007, and the related consolidated statements of income, retained earnings 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 Carmichael’s Cashway Pharmacy, Inc. and Subsidiary as of December 31, 2007, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

LOGO

CERTIFIED PUBLIC ACCOUNTANTS

March 7, 2008


CARMICHAEL’S CASHWAY PHARMACY, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

December 31, 2007

 

ASSETS  

CURRENT ASSETS

  

Cash

   $ 1,179,497  

Accounts receivable

  

Trade (net of allowance for doubtful accounts of $808,092)

     6,206,017  

Other

     52,863  

Inventories

     2,002,700  

Prepaid expenses

     110,472  
        

Total Current Assets

     9,551,549  
        

PROPERTY, PLANT AND EQUIPMENT

  

Vehicles

     588,963  

Durable medical equipment

     2,222,222  

Furnitures and fixtures

     68,052  

Machinery and equipment

     1,048,755  
        

Total

     3,927,992  

Less: Accumulated depreciation

     (1,956,577 )
        

Total Property, Plant and Equipment

     1,971,415  
        

OTHER ASSETS

  

Deposits

     2,885  

Goodwill

     1,458,634  
        

Total Other Assets

     1,461,519  
        

TOTAL ASSETS

   $ 12,984,483  
        


PAGE 3

LIABILITIES & STOCKHOLDERS’ EQUITY

 

CURRENT LIABILITIES

  

Notes payable

   $ 61,331

Current portion of obligations under capital lease

     9,353

Accounts payable

     1,623,696

Accrued expenses and other current liabilities

     785,611
      

Total Current Liabilities

     2,479,991
      

LONG-TERM LIABILITIES

  

Notes payable, less current portion

     5,491

Obligations under capital lease

     2,850
      

Total Long-Term Liabilities

     8,341
      

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

     10,491,151
      

Total Stockholders’ Equity

     10,496,151
      

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

   $ 12,984,483
      

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


PAGE 4

CARMICHAEL’S CASHWAY PHARMACY, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF INCOME

For the Year Ended December 31, 2007

 

REVENUE

   $ 42,240,586  

COST OF REVENUE

     27,588,229  
        

GROSS PROFIT

     14,652,357  
        

OPERATING EXPENSES

  

Depreciation

     514,379  

Operating expenses

     11,067,511  
        

Total Operating Expenses

     11,581,890  
        

OPERATING INCOME

     3,070,467  
        

OTHER INCOME (EXPENSE)

  

Gain on property and equipment

     525  

Interest income

     55,667  

Interest expense

     (7,387 )

Miscellaneous income

     78,026  
        

Total Other Income (Expense)

     126,831  
        

NET INCOME

   $ 3,197,298  
        

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 Year Ended December 31, 2007

 

BALANCE AT BEGINNING OF YEAR, AS PREVIOUSLY REPORTED

   $ 8,431,671  

PRIOR PERIOD ADJUSTMENT - SEE NOTE 9

     (273,730 )
        

BALANCE AT BEGINNING OF YEAR, AS RESTATED

     8,157,941  

ADDITIONS (DEDUCTIONS)

  

Net income

     3,197,298  

Dividends

     (864,088 )
        

BALANCE AT END OF YEAR

   $ 10,491,151  
        

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 Year Ended December 31, 2007

 

CASH FLOWS FROM OPERATING ACTIVITIES

  

Net income

   $ 3,197,298  

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

  

Depreciation

     514,379  

Gain on disposal of property and equipment

     (525 )

Provision for bad debt

     (305,986 )

Changes in assets and liabilities:

  

Accounts receivable

     (1,727,362 )

Inventories

     26,059  

Prepaid expenses

     (32,741 )

Accounts payable

     390,107  

Cash overdraft

     (52,803 )

Accrued expenses and other current liabilities

     234,204  
        

Net Cash Provided By Operating Activities

     2,242,630  
        

CASH FLOWS FROM INVESTING ACTIVITIES

  

Purchases of property and equipment

     (714,430 )

Proceeds from sale of property and equipment

     2,000  
        

Net Cash Used In Investing Activities

     (712,430 )
        

CASH FLOWS FROM FINANCING ACTIVITIES

  

Repayment of debt and capital lease obligations

     (120,047 )

Proceeds from issuance of debt

     92,736  

Dividends paid

     (864,088 )
        

Net Cash Used In Financing Activities

     (891,399 )
        

NET INCREASE IN CASH

     638,801  

CASH AT BEGINNING OF YEAR

     540,696  
        

CASH AT END OF YEAR

   $ 1,179,497  
        

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

  

Cash paid during the year for interest

   $ 7,387  
        

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


PAGE 7

CARMICHAEL’S CASHWAY PHARMACY, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED 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 offers long-term care pharmacies, infusion therapy, durable medical equipment and nutritional products to customers located primarily in Southern Louisiana. The Company is also engaged in the operation of several retail pharmacies and uniform shops.

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 year ended December 31, 2007 amounts to $514,379.

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 CONSOLIDATED 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 for the year ended December 31, 2007 amounts to $1,458,634. No impairment of goodwill exists as of December 31, 2007.

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, 2007, the Company exceeded the insured limits by approximately $1,261,327.

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 year ended December 31, 2007 amounts to $277,818.

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, 2007 and for each of the next five years and in the aggregate are as follows:

 

2008

   $ 106,212

2009

     91,010

2010

     67,376

2011

     53,700

Thereafter

     —  
      

Total

   $ 318,298
      


PAGE 9

CARMICHAEL’S CASHWAY PHARMACY, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4: NOTES PAYABLE

Notes payable at December 31, 2007 consist of the following:

 

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

    of $999, no interest, secured by vehicle

   $ 4,993

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

     14,619

AICCO, Inc., $92,736 note dated August 1, 2007, due July 31, 2008, payable in monthly

    installments of $9,650, interest rate 8.75%

     47,210
      
     66,822

Less: Current portion

     61,331
      

Long-Term Portion

   $ 5,491
      

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

 

2009

   $ 5,491

Thereafter

     —  
      

Total

   $ 5,491
      

NOTE 5: RELATED PARTY TRANSACTIONS

The Company engaged in transactions with the following affiliated companies:

Carmichael’s Oakwood Apartments – 100% owned by stockholders of the Company Helo Pharmacy Consulting Services, L.L.C. – 100% owned by stockholder’s daughter

These transactions resulted in the following amounts which are included in the financial statements for the year ended December 31, 2007:

 

Accounts payable

   $ 2,780

Medical consultation

     39,360

Rent

     120,000


PAGE 10

CARMICHAEL’S CASHWAY PHARMACY, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6: 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 7: 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 1% of employee contributions up to 4% of compensation. Retirement plan contributions made by the Company for the year ended December 31, 2007 amounts to $149,214.

NOTE 8: CAPITAL LEASES

The Company leases infusion pumps under capital leases expiring in 2009. The assets and liabilities are recorded at the lower of the present value of the minimum lease payments or the fair value of the assets. The assets are depreciated over the lower of the related lease term or its estimated productive life. Depreciation of the assets under capital leases amounts to $3,612 and is included in depreciation expense for the year ended December 31, 2007.

Following is a summary of property held under capital lease:

 

Equipment

   $ 25,289  

Less: Accumulated depreciation

     (5,419 )
        
   $ 19,870  
        

Minimum future lease payments under capital leases as of December 31, 2007 are as follows:

 

2008

   $ 9,828  

2009

     2,867  

Less: Amounts representing interest

     (492 )
        

Present value of minimum lease payments

   $ 12,203  
        

NOTE 9: PRIOR PERIOD ADJUSTMENT

Retained earnings as of December 31, 2006 has been adjusted to correct an understatement in accounts payable and property of $273,730. Had the error not been made, net income for the year ended December 31, 2006 would have been decreased by $273,730.


PAGE 11

INDEPENDENT AUDITORS’ REPORT

ON SUPPLEMENTARY INFORMATION

To the Board of Directors

Carmichael’s Cashway Pharmacy, Inc. and Subsidiary

Crowley, Louisiana

Our audit for the year ended December 31, 2007 was conducted for the purpose of forming an opinion on the basic 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

March 7, 2008


PAGE 12

CARMICHAEL’S CASHWAY PHARMACY, INC. AND SUBSIDIARY

CONSOLIDATED SCHEDULE OF OPERATING EXPENSES

For the Year Ended December 31, 2007

 

Advertising

   $ 277,818

Automobile expense

     399,128

Bad debt

     1,204,995

Claims processing

     31,992

Commission expense

     374,818

Computer expense

     99,048

Contributions

     10,089

Dues and subscriptions

     1,857

Employee benefits

     7,872

Freight

     1,257

Insurance

     317,288

Janitorial

     36,265

Laundry

     3,038

Meals and entertainment

     27,102

Medical consultation

     90,395

Miscellaneous

     54,522

Office expenses

     283,726

Outside services

     50,709

Payroll taxes

     464,258

Penalties

     808

Postage

     6,152

Professional fees

     196,978

Promotions

     16,701

Rent

     291,717

Repairs and maintenance

     20,063

Retirement plan contributions

     149,214

Salaries

     6,229,853

Seminars and conventions

     87,482

Taxes and licenses

     61,014

Telephone

     135,592

Trash disposal

     12,384

Travel

     23,614

Uniforms

     10,257

Utilities

     89,505
      

TOTAL OPERATING EXPENSES

   $ 11,067,511