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8-K/A - FORM 8-K/A - STREAMLINE HEALTH SOLUTIONS INC.d430730d8ka.htm
EX-99.4 - EX-99.4 - STREAMLINE HEALTH SOLUTIONS INC.d430730dex994.htm
EX-23.1 - EX-23.1 - STREAMLINE HEALTH SOLUTIONS INC.d430730dex231.htm
EX-99.2 - EX-99.2 - STREAMLINE HEALTH SOLUTIONS INC.d430730dex992.htm

Exhibit 99.3

Meta Health Technology, Inc.

Financial Statements

June 30, 2012 and 2011

(Unaudited)


Meta Health Technology, Inc.

Balance Sheets

June 30,

ASSETS

 

     (Unaudited)  
     2012     2011  

Current Assets

    

Cash and cash equivalents

   $ 872,349      $ 906,448   

Marketable securities

     4,763,790        3,410,327  

Accounts receivable—trade

     2,912,462       1,432,128   

Pepaid expenses and other current assets

     37,274       7,084  

Prepaid income taxes

     299,605       124,965  
  

 

 

   

 

 

 

Total current assets

     8,885,480       5,880,952   
  

 

 

   

 

 

 

Property and equipment, at cost

    

Office furniture and equipment

     958,417       905,145  

Leasehold improvements

     137,086       137,086  

Less accumulated depreciation

     (935,132 )     (861,257 )
  

 

 

   

 

 

 

Total property and equipment, at cost

     160,371       180,974   

Other assets

    

Security deposit

     48,095       48,095   
  

 

 

   

 

 

 

Total assets

   $  9,093,946     $ 6,110,021  
  

 

 

   

 

 

 

 

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Meta Health Technology, Inc.

Balance Sheets

June 30,

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

              
     (Unaudited)  
     2012     2011  

Current Liabilities

    

Accounts payable and accrued liabilities

   $ 575,540     $  503,480  

Deferred revenue

     4,959,630       3,216,388  

Income taxes payable

     496,573        72,906   
  

 

 

   

 

 

 

Total current liabilities

     6,031,743        3,792,774   
  

 

 

   

 

 

 

Long-term liabilities

    

Other non-current liabilities

     152,484       152,484  
  

 

 

   

 

 

 

Total long-term liabilities

     152,484       152,484  
  

 

 

   

 

 

 

Total liabilities

     6,184,227        3,945,258   

Stockholders’ equity

    

Common stock, $0.01 par value, 10,000,000 shares authorized, 3,036,375 shares issued, at June 30, 2012 and 2011

     3,106       3,106  

Additional paid-in capital

     974,903       974,903  

Accumulated other comprehensive income

     389,012       344,565  

Retained earnings

     1,611,484        899,053   

Treasury stock, at cost

     (68,786 )     (56,864 )
  

 

 

   

 

 

 

Total stockholders’ equity

     2,909,719        2,164,763   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 9,093,946     $  6,110,021  
  

 

 

   

 

 

 

 

-3-


Meta Health Technology, Inc.

Statements of Income and Comprehensive Income for the Six Months Ended

June 30,

 

     (Unaudited)  
     2012     2011  

Revenue

   $ 4,960,181      $ 3,371,042   
  

 

 

   

 

 

 

Operating expenses

    

Cost of services

     972,782        1,090,915   

Selling and marketing

     1,160,704        611,832   

Research and development

     1,107,896        935,536   

General and administrative

     801,102        617,699   
  

 

 

   

 

 

 

Total operating expenses

     4,042,484        3,255,982   
  

 

 

   

 

 

 

Income from operations

     917,697        115,060   
  

 

 

   

 

 

 

Other income (expense)

    

Interest and dividend income

     102,144        75,414   

Gain (loss) on sale of marketable securities

     (38,726     1,383   

Other expense

     1,472        —     
  

 

 

   

 

 

 

Total other income

     64,890        76,797   
  

 

 

   

 

 

 

Income before provision for income taxes

     982,587        191,857   
  

 

 

   

 

 

 

Provision for income taxes

     285,984        (72,906
  

 

 

   

 

 

 

Net income

     696,603        118,951   
  

 

 

   

 

 

 

Other comprehensive income, net of tax

    

Unrealized holding gains on marketable securities

     151,190        271,373   
  

 

 

   

 

 

 

Comprehensive income

   $ 847,793      $ 390,324   
  

 

 

   

 

 

 

 

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Meta Health Technology, Inc.

Statements of Cash Flows

For the Six Months Ended June 30,

 

     (Unaudited)  
     2012     2011  

Cash flows from operating activities

    

Net Income

   $ 696,603      $ 118,951   

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

    

Depreciation

     40,922        32,952   

(Gain) loss on sale of marketable securities

     38,727        (1,383

Dividend income on marketable securities

     (96,701     —     

Change in operating assets and liabilities:

    

Accounts receivable – trade

     (629,165     527,777   

Prepaid expenses and other current assets

     27,545        46,698   

Prepaid income taxes

     (209,466     74,681   

Accounts payable and accrued liabilities

     (184,145     (216,508

Deferred revenue

     840,468        212,289   

Income taxes payable

     274,345        (13,403
  

 

 

   

 

 

 

Total adjustments

     102,530        663,103   
  

 

 

   

 

 

 

Cash provided by operating activities

     799,133        782,054   
  

 

 

   

 

 

 

Cash flows from investing activities

    

Purchase and sale of marketable securities, net

     (1,035,276     (28,918

Acquisition of property and equipment

     (33,014     (33,822
  

 

 

   

 

 

 

Cash provided (used) by investing activities

     (1,068,290     (62,740
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     (269,157     719,314   
  

 

 

   

 

 

 

Cash and cash equivalents, beginning of period

     1,141,506        187,134   
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 872,349      $ 906,448   
  

 

 

   

 

 

 

 

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Meta Health Technology, Inc.

Statements of Stockholders’ Equity

For the Six Months Ended June 30, 2012 and

June 30, 2011

 

    Common Stock     Additional     Treasury Stock    

Accumulated

Other
Comprehensive

    Retained        
    Shares     Amount     Paid in Capital     Shares     Amount     Income (loss)     Earnings     Total  

Balance at December 31, 2010

    3,042,336      $ 3,106      $ 974,903        34,332      $  (56,864   $ 73,192      $ 780,102      $ 1,774,439   

Net income

    —          —          —          —          —          —          118,951      $ 118,951   

Unrealized gain on marketable securities, net

    —          —          —          —          —          271,373        —        $ 271,373   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2011

    3,042,336      $ 3,106      $ 974,903        34,332      $  (56,864   $  344,565      $ 899,053      $ 2,164,763   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2011

    3,036,375      $ 3,106      $ 974,903        40,293      $ (68,786   $ 237,822      $ 914,881      $ 2,061,926   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

    —          —          —          —          —          —          696,603      $ 696,603   

Unrealized gain on marketable securities, net

    —          —          —          —          —          151,190        —        $ 151,190   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2012

    3,036,375        3,106      $ 974,903        40,293      $ (68,786   $ 389,012      $ 1,611,484      $ 2,909,719   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

-6-


Meta Health Technology, Inc.

Notes to Financial Statements

June 30, 2012 and 2011

Note A

Summary of Significant Accounting Policies

Nature of Operations:

Meta Health Technology, Inc., (the “Company”) was incorporated under the laws of the State of New York in May 1978. The Company develops software and provides software, services, maintenance and support to medical facilities throughout North America.

Use of Estimates:

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates are used for, but not limited to, the accounting for doubtful accounts, depreciation, revenue recognition, stock option valuation, and contingencies. Actual results could differ from these estimates.

Cash and Cash Equivalents:

For the purpose of the statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.

Concentration of Credit Risk on Cash and Investments:

The Company maintains a cash balance in a non-interest bearing account at a bank. The account is fully insured without limit by the Federal Deposit Insurance Corporation through December 31, 2012. The Company believes it is not exposed to any significant risks on cash.

The Company also maintains an account with a brokerage firm. The account contains cash and securities. The account is insured up to $500,000, with a limit of $250,000 for cash, by the Securities Investor Protection Corporation.

 

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Meta Health Technology, Inc.

Notes to Financial Statements

June 30, 2012 and 2011

 

Note A

Summary of Significant Accounting Policies (Continued)

 

Marketable Securities:

Marketable securities are stated at fair value based upon quoted market prices. The Company’s investments in marketable securities are held for an indefinite period and are classified as available-for-sale securities. Unrealized holding gains and losses are reported net of income taxes in a separate component of stockholders’ equity, identified as accumulated other comprehensive income, until realized. Realized holding gains and losses are reported as a component of net income on the statements of income and comprehensive income.

Marketable securities are reviewed for impairment. If the decline in their fair value is judged to be other than temporary, the cost basis of the individual security is written down to fair value, and the amount of the write-down is accounted for as a realized loss.

Accounts Receivable - Trade:

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company does not require that collateral be provided by customers to secure the Company’s accounts receivable. The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded, which is the face amount of the receivable less any related deferred revenue. The Company has a history of collecting substantially all receivable balances. As such, no allowance for doubtful accounts is recorded.

Property and Equipment:

Property and equipment is stated at cost. Expenditures for maintenance and repairs are expensed currently, while renewals and betterments that materially extend the life of an asset are capitalized. The cost of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation are eliminated from the accounts, and any resulting gain or loss is recognized.

Depreciation of property and equipment is provided for using the straight-line method over the estimated useful lives of the assets, which are as follows:

 

Office furniture and equipment

   3 - 7 years

Leasehold improvements

   Lesser of estimated useful life or life of the lease

Depreciation expense for the six months ended June 30, 2012 and 2011 totaled $40,923 and $32,952, respectively.

 

-8-


Meta Health Technology, Inc.

Notes to Financial Statements

June 30, 2012 and 2011

 

Note A

Summary of Significant Accounting Policies (Continued)

 

Revenue Recognition:

The Company’s revenue consists of both term and perpetual software licenses, services, support and maintenance contracts and third party sales. The Company recognizes revenue when they have evidence of an arrangement, which is generally a signed contract or contract amendment, the fees are fixed and determinable, delivery has occurred or services have been rendered and collection is probable. The Company also enters into multiple element arrangements which typically consist of perpetual licenses, services and support and maintenance. The Company has established vendor specific objective evidence for services and support and maintenance and uses the residual method to recognize revenue on licenses upon delivery. The Company recognizes service revenue as the services are provided and recognizes maintenance over the contract term which is typically one year.

The Company’s term license fees are recognized ratably over the term of the license agreement. The Company also resells third party licenses which are recognized upon delivery.

The Company generally bills term licenses and support and maintenance in advance. Deferred revenue consists of amounts billed to customers in advance for which the revenue recognition criteria has not been established, and under which the customer is contractually obligated.

Research and Development:

Expenditures related to the development of new products and processes are expensed as incurred. Research and development expenses were $1,107,896 and $935,536 for the six months ended June 30, 2012 and 2011, respectively.

Advertising:

The Company expenses advertising costs as incurred. Advertising expenses were approximately $67,937 and $63,203 for the six months ended June 30, 2012 and 2011, respectively.

 

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Meta Health Technology, Inc.

Notes to Financial Statements

June 30, 2012 and 2011

 

Note A

Summary of Significant Accounting Policies (Continued)

 

Income Taxes:

The Company accounts for income taxes using FASB ASC 740, “Income Taxes” (“FASB ASC 740”). Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company records valuation allowances against deferred tax assets as deemed necessary.

The applicable accounting standards for uncertain tax positions state that a tax benefit arising from an uncertain tax position can only be recognized for financial reporting purposes if, and to the extent that, the position is more likely than not to be sustained in an audit by the applicable taxing authority. The Company’s unrecognized tax benefits and related tax liabilities at both June 30, 2012 and 2011 were $152,484.

The Company is no longer subject to income tax examinations for years prior to 2009.

Comprehensive Income:

Comprehensive income is a measure of all changes in the equity of the Company as a result of recognized transactions and other economic events of the period other than transactions with shareholders in their capacity as shareholders. Comprehensive income is composed of net income and other comprehensive income.

Fair Value of Financial Instruments:

The Company’s financial instruments, including cash and cash equivalents, accounts receivable-trade, prepaid expenses, accounts payable, and accrued liabilities, are carried at cost, which approximates their fair value because of the short-term nature of these financial instruments.

 

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Meta Health Technology, Inc.

Notes to Financial Statements

June 30, 2012 and 2011

 

Note A

Summary of Significant Accounting Policies (Continued)

 

Fair Value Hierarchy:

In specific circumstances, certain assets and liabilities are reported or disclosed at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the Company’s principal market for such transactions. If the Company has not established a price for such transactions, fair value is determined based on the most advantageous price.

Valuation inputs used to determine fair value are arranged in a hierarchy that categorizes the inputs into three broad levels, which are as follows:

Level 1 Valuations based on the unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Inputs are used in applying various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, volatility statistics, specific broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by management. Management considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to management’s perceived risk of that instrument.

As of June 30, 2012 and 2011, all marketable securities held by the Company were valued using Level 1 inputs.

 

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Meta Health Technology, Inc.

Notes to Financial Statements

June 30, 2012 and 2011

 

Note B

Line of Credit

On December 15, 2010, the Company entered into a line of credit agreement with a financial institution, whereby the Company has the ability to draw up to $750,000. The line of credit is due on demand and bears interest at 2.54%. Borrowings under the line of credit are secured by all assets of the Company and guaranteed by the majority stockholder. There is no outstanding balance on the line of credit at June 30, 2012 or 2011.

Note C

Commitments and Contingencies

Operating Leases:

The Company has entered into a non-cancellable lease agreement for office space which expires on August 31, 2014. At June 30, 2012, future minimum lease payments under this lease is as follows:

 

2012

   $ 136,720   

2013

     278,346   

2014

     189,238   
  

 

 

 
   $ 604,304   
  

 

 

 

Rent expense, including common area maintenance charges, was approximately $191,000 and $177,000 for the six months ended June 30, 2012 and 2011, respectively.

 

-12-


Meta Health Technology, Inc.

Notes to Financial Statements

June 30, 2012 and 2011

 

Note D

Employee Benefit Plan

The Company sponsors a 401(k) profit sharing plan under which eligible employees may choose to contribute up to the maximum amount allowable by law on a pre-tax basis. Full time employees over the age of 21 are eligible to enroll after one year of service. The Company matches employee contributions up to 100% of the employee’s salary deferral, limited to 4% of the employee’s salary. The Company’s 401(k) matching contributions were $61,385 and $71,906 for the six months ended June 30, 2012 and 2011, respectively.

Additionally, the Company contributes 3% of employees’ annual salaries to the Company’s profit sharing plan. Employees are automatically enrolled for profit sharing when they enroll in the 401(k) plan. To be eligible for profit sharing dollars, employees have to work 1000 hours and be employed on the last day of the year.

 

-13-


Meta Health Technology, Inc.

Notes to Financial Statements

June 30, 2012 and 2011

 

Note E

Concentrations

Significant Customers:

A significant customer is defined as one from whom at least 10% of annual revenue is derived. The Company had sales to two customers totaling approximately $3,022,000, which comprised approximately 59% of revenues for the six months ended June 30, 2012. The accounts receivable balance included approximately $1,719,000 from these two customers at June 30, 2012.

The Company had sales to two customers totaling approximately $2,347,000, which comprised approximately 70% of revenues for the six months ended June 30, 2011. The accounts receivable balance included approximately $986,000 from these two customers at June 30, 2011.

Note F

Stock Options

The Company issued a key employee an option to purchase 20,000 shares of common stock for $2.00 per share. The shares are exercisable beginning July 11, 2012 as follows:

 

July 11, 2012

     10,000   

July 11, 2013

     5,000   

July 11, 2014

     5,000   
  

 

 

 

Total Options Granted

     20,000   
  

 

 

 

The vesting period for the options is 3 years with no stated expiration. Compensation expense on the options did not materially impact the financial statements.

 

-14-