Exhibit 99.1
INDEPENDENT AUDITORS REPORT
To the Board of Directors of
InfuSystem Holdings,Inc.
Troy, Michigan
We have audited the accompanying consolidated balance sheet of First Biomedical, Inc. and Subsidiary (the Company) as of December 31, 2009, and the related consolidated statements of operations, changes in stockholders equity and cash flows for the year then ended. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated 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 consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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, such consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2009, 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.
As disclosed in Note 8, the Company was acquired by InfuSystem Holdings, Inc. on June 15, 2010.
/s/DELOITTE & TOUCHE LLP
Detroit, Michigan
September 17, 2010
FIRST BIOMEDICAL, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
(in thousands) |
December 31, 2009 |
|||
ASSETS |
||||
Current Assets: |
||||
Cash and cash equivalents |
$ | 264 | ||
Accounts receivable, less allowance for doubtful accounts of $20 |
1,646 | |||
Inventory, less allowance for obsolete inventory of $75 |
790 | |||
Prepaid expenses and other current assets |
80 | |||
Total Current Assets |
2,780 | |||
Property & equipment, net |
3,624 | |||
Intangible and other assets |
33 | |||
Total Assets |
$ | 6,437 | ||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||
Current Liabilities: |
||||
Accounts payable |
$ | 394 | ||
Other current liabilities |
227 | |||
Note payable to Tom Creal, including accrued interest of $58 |
348 | |||
Current portion of long-term debt |
1,363 | |||
Total Current Liabilities |
2,332 | |||
Long-term debt, net of current portion |
2,276 | |||
Commitments and Contingencies |
| |||
Total Liabilities |
$ | 4,608 | ||
Stockholders Equity |
||||
Capital stock |
2 | |||
Additional paid-in capital |
25 | |||
Stockholders receivables |
(147 | ) | ||
Retained earnings |
1,949 | |||
Total Stockholders Equity |
1,829 | |||
Total Liabilities and Stockholders Equity |
$ | 6,437 | ||
See accompanying notes to consolidated financial statements.
FIRST BIOMEDICAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands) |
Year
Ended December 31, 2009 | ||
Net revenues: |
|||
Pump rentals |
$ | 5,298 | |
Pump service |
1,844 | ||
Pump sales |
1,830 | ||
Pump supplies |
832 | ||
Total Net Revenues |
9,804 | ||
Operating expenses: |
|||
Cost of Revenues Pump rentals |
1,400 | ||
Cost of Revenues Pump service |
2,405 | ||
Cost of Revenues Pump sales |
801 | ||
Cost of Revenues Pump supplies |
622 | ||
Selling, general and administrative |
3,372 | ||
Total Operating Expenses |
8,600 | ||
Operating income |
1,204 | ||
Other expense: |
|||
Interest expense |
223 | ||
Total other expense |
223 | ||
Net income |
$ | 981 | |
See accompanying notes to consolidated financial statements.
FIRST BIOMEDICAL, INC. AND SUBSIDIARY
CHANGES IN STOCKHOLDERS EQUITY
Common Stock | |||||||||||||||||||
(in thousands) |
Shares | Par Value $0.02 Amount |
Paid in Capital in Excess of Par |
Stockholders Receivables |
Retained Earnings |
Total Stockholders Equity |
|||||||||||||
Balances at January 1, 2009 |
100 | 2 | $ | 25 | $ | (84 | ) | $ | 1,542 | $ | 1,485 | ||||||||
Shareholder distributions |
| | | | (574 | ) | (574 | ) | |||||||||||
Increase in stockholders receivables |
| | | (63 | ) | | (63 | ) | |||||||||||
Net income |
| | | | 981 | 981 | |||||||||||||
Balances at December 31, 2009 |
100 | 2 | $ | 25 | $ | (147 | ) | $ | 1,949 | $ | 1,829 | ||||||||
FIRST BIOMEDICAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands) |
Year Ended December 31, 2009 |
|||
OPERATING ACTIVITIES |
||||
Net Income |
$ | 981 | ||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||
Provision for doubtful accounts |
21 | |||
Depreciation and amortization |
1,502 | |||
Loss on disposals of fixed assets |
167 | |||
Changes in assets and liabilities: |
||||
Decrease in accounts receivable, net of provision |
65 | |||
Decrease in other current assets |
(158 | ) | ||
Decrease in other assets |
7 | |||
Decrease in accounts payable and other liabilities |
(105 | ) | ||
NET CASH PROVIDED BY OPERATING ACTIVITIES |
2,480 | |||
INVESTING ACTIVITIES |
||||
Capital expenditures |
(1,333 | ) | ||
NET CASH USED IN INVESTING ACTIVITIES |
(1,333 | ) | ||
FINANCING ACTIVITIES |
||||
Principal payments on term loans |
(4,916 | ) | ||
Proceeds from term loan |
3,970 | |||
Proceeds from equipment line draw |
700 | |||
Increase in stockholders receivable |
(63 | ) | ||
Shareholder distributions |
(574 | ) | ||
NET CASH USED IN FINANCING ACTIVITIES |
(883 | ) | ||
Net change in cash and cash equivalents |
264 | |||
Cash and cash equivalents, beginning of period |
| |||
Cash and cash equivalents, end of period |
264 | |||
SUPPLEMENTAL DISCLOSURES |
||||
Cash paid for interest |
202 | |||
NON-CASH TRANSACTIONS |
||||
Additions to property (a) |
116 |
(a) | Amounts consist of current liabilities for net property that have not been included in investing activities. These amounts have not been paid for as of December 31, 2009 but will be included as a cash outflow from investing activities for capital expenditures when paid. |
See accompanying notes to consolidated financial statements.
FIRST BIOMEDICAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. | Basis of Presentation and Nature of Operations |
The information in these consolidated financial statements includes the financial position of First Biomedical, Inc. and its consolidated subsidiary, First Infusion (the Company) as of December 31, 2009 and the results of operations, cash flows and changes in stockholders equity for the year ended December 31, 2009.
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). All intercompany accounts and transactions have been eliminated.
The Company sells, rents, services and repairs new and pre-owned infusion pumps and other medical equipment. The Company also sells a variety of primary and secondary tubing, cassettes, catheters and other disposable items that are utilized with infusion pumps. Headquartered in Olathe, KS, with additional facilities in California and Ontario, the Company is a leading provider to alternate site healthcare facilities and hospitals in the United States and Canada.
The Company is organized as an S Corporation and is owned by two shareholders. The majority shareholder owns 90% and the minority shareholder owns 10%. As an organized S Corporation, the Company is a separate legal entity from the shareholders and provides the shareholders limited liability against creditors.
2. | Summary of Significant Accounting Policies |
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and all wholly owned organizations. All intercompany transactions and account balances have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates, assumptions and judgments that affect the amounts reported in the financial statements, including the notes thereto. The Company considers critical accounting policies to be those that require more significant judgments and estimates in the preparation of its consolidated financial statements, including the following: calculation of pumps and repair parts inventory, allowance for doubtful accounts, sales return allowances and inventory reserves. Management relies on historical experience and other assumptions believed to be reasonable in making its judgment and estimates. Actual results could differ materially from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company maintains its cash and cash equivalents primarily with one financial institution.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are reported at the estimated net realizable amounts due from customers for goods provided and services rendered. The Company performs periodic analyses to assess the accounts receivable balances. It records an allowance for doubtful accounts based on the estimated collectability of the accounts such that the recorded amounts reflect estimated net realizable value. Upon determination that an account is uncollectible, the account is written-off and charged to the allowance.
Inventory
Inventory consists of infusion pumps and related parts and supplies and is stated at the lower of cost (determined on a first in, first out basis) or market. The Company periodically performs an analysis of slow moving inventory and records a reserve based on estimated obsolete inventory.
Property and Equipment
Property and equipment is stated at acquired cost and depreciated using either the straight line or double declining method over the estimated useful lives of the related assets, ranging from five to seven years. Leasehold improvements are amortized using the straight-line method over the life of the asset or the remaining term of the lease, whichever is shorter. Maintenance and minor repairs are charged to operations as incurred. When assets are disposed, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is recorded in the current period.
Intangible and Other Assets
Intangible assets consist of software and are recorded net of amortization within other assets on the consolidated balance sheet. Software is amortized on a double declining basis over 3 years. As of December 31, 2009, software had a gross balance of $86,000 and the related accumulated amortization was $71,000. Amortization expense for the year ended December 31, 2009 was $10,000 and was recorded in selling, general and administrative expenses.
Revenue Recognition
The Company recognizes revenue for selling, renting and servicing new and pre-owned infusion pumps and other medical equipment when persuasive evidence of an arrangement exists; services have been rendered; the price to the customer is fixed or determinable; and collectability is reasonably assured. The Company performs an analysis to estimate sales returns and records an allowance. This estimate is based on historical sales returns.
Advertising Costs
Advertising costs are expensed when incurred. The advertising costs as of December 31, 2009 were $75,000.
Income Taxes
The Company is an S Corporation for federal income tax purposes. The stockholders are responsible for reporting their pro rata share of the Companys taxable income or loss and certain other items affecting their individual income tax returns.
3. | Property and Equipment |
Property and equipment consisted of the following as of December 31, 2009 (amounts in thousands):
December 31, 2009 |
||||
Pump equipment |
$ | 7,929 | ||
Furniture, fixtures and equipment |
881 | |||
Accumulated depreciation |
(5,186 | ) | ||
Total |
3,624 | |||
Depreciation expense for the year ended December 31, 2009 was $1,492,000 which was recorded in cost of revenues and selling, general and administrative expenses, for pump equipment and other fixed assets, respectively.
4. | Debt |
On September 23, 2009, the Company entered into a promissory note with UMB Bank, N.A in the amount of $3,970,000 with interest payable at 4.5% annually. The Company simultaneously entered into a $1,000,000 line of credit with UMB Bank, N.A with interest payable at 4.0% annually. As of December 31, 2009, the Company had no borrowings on its line of credit with UMB Bank, N.A. The promissory note was collateralized by substantially all of the Companys assets
The funds from the new note were transferred directly to First National Bank of Olathe to repay the outstanding balance of the Companys loan and the borrowings against its line of credit with First National Bank of Olathe.
The Company also has a promissory note with Thomas Creal II, President and primary owner of the Company, which had a balance of $290,000 as of December 31, 2009, with interest payable at 10% annually. The note is payable on demand.
Maturities on the loans are as follows (in thousands):
2010 | 2011 | 2012 | Total | |||||||||
Promissory Note |
$ | 1,363 | $ | 1,427 | $ | 849 | $ | 3,639 | ||||
Related Party Loan |
290 | | | 290 | ||||||||
Total |
$ | 1,653 | $ | 1,427 | $ | 849 | $ | 3,929 | ||||
5. | Related Party Transactions |
The Company has operating lease agreements for its buildings in Olathe, Kansas with Jan-Mar LLC (Jan-Mar) and the CW Investment Group LLC (CW). Thomas Creal II is the owner of Jan-Mar and is the principal owner of CW. The Company entered into a lease agreement with CW in April 2007 to rent one of the buildings. The term of the lease is five years and rent is paid monthly in the amount of $3,500. The Company entered into a lease agreement with Jan-Mar on January 1, 2009 to rent the other building. The term of the lease is three years and rent is paid monthly in the amount of $7,500. The Company also has $32,000 and $115,000 due from Jan-Mar and CW, respectively, as of December 31, 2009 related to amounts borrowed to purchase the buildings.
As described in Note 4, the Company has an outstanding promissory note in the amount of $290,000 due to Tom Creal II, the President and primary owner of the Company. There was accrued interest in the amount of $58,000 related to the note as of December 31, 2009 that is recorded in other current liabilities on the consolidated balance sheet.
6. | Commitments and Contingencies |
The Company is sometimes involved in legal proceedings arising out of the ordinary course and conduct of its business. In the Companys opinion, any liability that might be incurred by us upon the resolution of these claims and lawsuits will not, in the aggregate, have a material adverse effect on the Companys consolidated financial position, results of operations or cash flows.
The Company has four separate operating leases for each of their buildings, two in Olathe, one in California and one in Ontario. Rental payments are made monthly for each of the four leases. Rent expense for the year ended December 31, 2009 was $204,000.
As of December 31, 2009, the Company had approximate minimum future operating lease commitments for leases, including related party leases described in Note 5, of (in thousands):
2010 |
2011 |
2012 | ||
$184 |
$178 | $12 |
7. | Employee Benefit Plans |
The Company has defined contribution plans in which the company contributes a certain percentage of employee contributions as well a portion of the Companys profit. Such contributions totaled $172,000 for the year ended December 31, 2009. The Company does not provide other post-retirement or post-employment benefits to its employees.
8. | Subsequent Events |
The Company performed a subsequent events analysis as of September 17, 2010, the date these consolidated financial statements were issued.
In May 2010, the Company forgave the related party receivables described in Note 5 due from Jan-Mar and CW.
On June 15, 2010, the Company was acquired by InfuSystem Holdings, Inc. through a stock purchase agreement in which InfuSystem Holdings, Inc. acquired all of the issued and outstanding stock of the Company. As part of the agreement, the promissory note entered into with UMB Bank, N.A. as described in Note 4, was paid in full on the date of the acquisition.