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8-K/A - ACCELPATH 8-K/A - ACCEL BRANDS, INC.ac_8kz.htm
EX-99.2 - UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS - ACCEL BRANDS, INC.ac_ex99z2.htm
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - ACCEL BRANDS, INC.ac_ex23z1.htm














DIGIPATH SOLUTIONS, LLC

 

FINANCIAL STATEMENTS


JUNE 30, 2012 AND 2011













DIGIPATH SOLUTIONS, LLC

FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011


TABLE OF CONTENTS


 

Page

 

 

Report of Independent Auditors

1

 

 

Financial Statements

 

Balance Sheets

2

Statements of Income and Member’s Equity

3

Statements of Cash Flows

4

Notes to Financial Statements

5-9





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REPORT OF INDEPENDENT AUDITORS


To the Member of

  Digipath Solutions, LLC

The Woodlands, Texas


We have audited the accompanying balance sheets of Digipath Solutions, LLC (the “Company”) as of June 30, 2012 and 2011, and the related  statements of income, member’s equity and cash flows for the year ended June 30, 2012  and for the period from August 20, 2010 (inception) to June 30, 2011.  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 audits.  


We conducted our audits 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 audits provide 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 Digipath Solutions, LLC as of June 30, 2012 and 2011, and the results of its operations and its cash flows for the year then ended June 30, 2012 and from August 20, 2010 (inception), to June 30, 2011, in conformity with accounting principles generally accepted in the United States of America.


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The Woodlands, Texas

September 6, 2012


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DIGIPATH SOLUTIONS, LLC

BALANCE SHEETS

JUNE 30, 2012 AND 2011


ASSETS

 

 

2012

 

 

 

2011

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

Cash

 

$

326,576

 

 

$

174,591

 

Accounts receivable

 

 

222,919

 

 

 

120,771

 

Prepaid expenses and other current assets

 

 

2,788

 

 

 

2,513

 

Total current assets

 

 

552,283

 

 

 

297,875

 

 

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, net

 

 

180,989

 

 

 

166,155

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

733,272

 

 

$

464,030

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND MEMBER'S EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

Current portion of notes payable

 

$

8,200

 

 

$

-

 

Current portion of obligation under capital lease

 

 

32,840

 

 

 

28,357

 

Accounts payable

 

 

17,520

 

 

 

3,486

 

Accrued liabilities

 

 

22,623

 

 

 

10,617

 

Total current liabilities

 

 

81,183

 

 

 

42,460

 

 

 

 

 

 

 

 

 

 

LONG-TERM LIABILITIES

 

 

 

 

 

 

 

 

Notes payable

 

 

35,691

 

 

 

-

 

Obligation under capital lease

 

 

94,950

 

 

 

127,790

 

Total long-term liabilities

 

 

130,641

 

 

 

127,790

 

 

 

 

 

 

 

 

 

 

MEMBER'S EQUITY

 

 

 

 

 

 

 

 

 

 

 

521,448

 

 

 

293,780

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND MEMBER'S EQUITY

 

$

733,272

 

 

$

464,030

 






See notes to financial statements.

- 2 -





DIGIPATH SOLUTIONS, LLC

STATEMENTS OF INCOME AND MEMBER’S EQUITY


 

 

 

 

 

 

 

Inception

 

 

 

 

 

 

 

 

(August 20, 2010)

 

 

 

 

Year ended

 

 

 

to

 

 

 

 

June 30,

 

 

 

June 30,

 

 

 

 

2012

 

 

 

2011

 

 

 

 

 

 

 

 

 

 

SALES

 

$

1,106,090

 

 

$

537,561

 

 

 

 

 

 

 

 

 

 

COST OF SALES

 

 

163,549

 

 

 

31,995

 

 

 

 

 

 

 

 

 

 

GROSS MARGIN

 

 

942,541

 

 

 

505,566

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

424,394

 

 

 

159,885

 

 

 

 

 

 

 

 

 

 

OPERATING INCOME

 

 

518,147

 

 

 

345,681

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

Interest expense

 

 

(9,824

)

 

 

(7,312

)

 

 

 

 

 

 

 

 

 

NET INCOME

 

 

508,323

 

 

 

338,369

 

 

 

 

 

 

 

 

 

 

MEMBER'S EQUITY, beginning

 

 

293,780

 

 

 

-

 

CONTRIBUTIONS

 

 

-

 

 

 

33,600

 

DISTRIBUTIONS

 

 

(280,655

)

 

 

(78,189

)

 

 

 

 

 

 

 

 

 

MEMBER'S EQUITY, ending

 

$

521,448

 

 

$

293,780

 














See notes to financial statements.

- 3 -





DIGIPATH SOLUTIONS, LLC

STATEMENTS OF CASH FLOWS


 

 

 

 

 

 

 

Inception

 

 

 

 

 

 

 

 

(August 20, 2010)

 

 

 

 

Year ended

 

 

 

to

 

 

 

 

June 30,

 

 

 

June 30,

 

 

 

 

2012

 

 

 

2011

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

508,323

 

 

$

338,369

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

43,562

 

 

 

18,346

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(102,148

)

 

 

(120,771

)

Prepaid expenses and other current assets

 

 

(275

)

 

 

(2,513

)

Accounts payable

 

 

14,034

 

 

 

3,486

 

Accrued liabilities

 

 

12,006

 

 

 

10,617

 

Net cash provided by operating activities

 

 

475,502

 

 

 

247,534

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(10,430

)

 

 

(3,117

)

Net cash used in investing activities

 

 

(10,430

)

 

 

(3,117

)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Repayments of long-term debt

 

 

(32,433

)

 

 

(25,237

)

Member's distributions

 

 

(280,655

)

 

 

(78,189

)

Member's contributions

 

 

-

 

 

 

33,600

 

Net cash used in financing activities

 

 

(313,088

)

 

 

(69,826

)

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

 

151,985

 

 

 

174,591

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS -

 

 

 

 

 

 

 

 

Beginning of period

 

 

174,591

 

 

 

-

 

 

 

 

 

 

 

 

 

 

End of period

 

$

326,576

 

 

$

174,591

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

9,645

 

 

$

4,912

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Property and equipment acquired through long-term debt

 

$

47,967

 

 

$

181,384

 






See notes to financial statements.


- 4 -





DIGIPATH SOLUTIONS, LLC

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011


NOTE 1 – NATURE OF OPERATIONS


Digipath Solutions, LLC (the “Company”) is a Texas limited liability company. As a limited liability company, the liability of the Company’s member is limited.


Formed August 20, 2010, Digipath Solutions, LLC utilizes the latest digital pathology technologies and unique business models to provide high quality pathology services to various healthcare providers. The Company partners with pathology groups with full reference laboratories, molecular diagnostic capabilities, and pathologists who are proven thought leaders and innovators. Over the past two years the Company has focused on selling and marketing its Turnkey Laboratory Development and Management solution which consists of developing and managing anatomic pathology laboratories for its physician clients.


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation


The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).


Use of Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect certain reported amounts and disclosures in the financial statements and accompanying notes.  While management believes current estimates are reasonable and appropriate, actual results may differ from those estimates.


Cash and Cash Equivalents


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


Accounts Receivable


Accounts receivable are stated at the amount billed to the customers net of any allowance for doubtful accounts.  Accounts receivable are ordinarily due 30 days after the issuance of the invoice.  The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic conditions in the medical and other industries and the financial stability of its customers.  Management reviews accounts and those deemed uncollectible are applied against the allowance for doubtful accounts.   At June 30, 2012 and 2011, an allowance for doubtful accounts was not necessary.


Advertising


The Company’s policy is to expense advertising costs as incurred.  The Company has not incurred advertising costs since inception.


- 5 -





DIGIPATH SOLUTIONS, LLC

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


Sales


The Company primarily generates sales through the delivery of diagnostic reports to its referring physician clients. Once a physician obtains a specimen from surgery it is transported by courier to the client’s pathology laboratory. That specimen is then processed into a glass slide, which is digitized utilizing digital pathology imaging technology. The slide is diagnosed by the Company’s partner pathology group and a diagnostic report is sent back to the referring physician. The Company manages the entire process.


Property and Equipment


Property and equipment are stated at cost.  Maintenance and repair costs are charged to expense as incurred; costs of major additions and improvements are capitalized.  Depreciation is determined on a straight-line basis using estimated useful lives.  Depreciation expense totaled $43,562 and $18,346 for the year ended June 30, 2012, and the period of August 20, 2010 (inception) through June 30, 2011, respectively.  Estimated useful lives are as follows:


Machinery and equipment

5 years

Computer equipment and software

3 years

Vehicles

5 years


Income Taxes


The Company follows the provisions of the ASC 740-10-05, Accounting for Uncertainty in Income Taxes.  The Company also follows the provisions of Accounting Standards Update (“ASU”) No. 2009-06, Implementation Guidance on Accounting for Uncertain Tax Provisions by Pass-Through Entities.  The Company is a pass-through entity and is not considered a taxing entity for federal income tax purposes and thus no provision for federal income taxes has been recorded in the accompanying financial statements.  The member is taxed individually on his share of the Company’s earnings.  The Company’s net income or loss is allocated to the member in accordance with the limited liability company agreement.  The Company did not have uncertain tax positions for which ASC 740-10-05 requires that the Company recognize the financial statement benefit of a tax position only after determining the relevant tax authority would more likely than not sustain the tax position following an audit.  


NOTE 3 – PROPERTY AND EQUIPMENT


Property and equipment consists of the following:


 

 

 

June 30,

 

 

 

June 30,

 

 

 

 

2012

 

 

 

2011

 

 

 

 

 

 

 

 

 

 

Machinery and equipment

 

$

218,757

 

 

$

181,384

 

Computer equipment and software

 

 

6,074

 

 

 

3,117

 

Vehicles

 

 

18,067

 

 

 

-

 

 

 

 

242,898

 

 

 

184,501

 

Less: accumulated depreciation

 

 

61,909

 

 

 

18,346

 

 

 

 

 

 

 

 

 

 

 

 

$

180,989

 

 

$

166,155

 


- 6 -





DIGIPATH SOLUTIONS, LLC

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011


NOTE 4 – NOTES PAYABLE


Notes payable consisted of the following at June 30, 2012:


Note payable to a financial institution, originating November 2011. Monthly payments of $584 include 6.25 percent interest. The note is secured by equipment and matures November 2016.

 

$

27,353

 

 

 

 

 

 

Note payable to a financial institution, originating October 2011. Monthly payments of $286 include 4.40 percent interest. The note is secured by a vehicle and matures October 2017.

 

 

16,538

 

 

 

 

 

 

 

 

 

43,891

 

Less: current maturities

 

 

8,200

 

 

 

 

 

 

Total long-term portion

 

$

35,691

 


Maturities for notes payable are as follows:


Year Ended June 30,

 

 

 

 

 

 

 

 

 

2013

 

$

8,200

 

2014

 

 

8,679

 

2015

 

 

9,186

 

2016

 

 

9,722

 

2017

 

 

8,104

 

 

 

 

 

 

 

 

$

43,891

 


NOTE 5 – CAPTIAL LEASES


The Company is the lessee of equipment under a capital lease expiring September 2015.  The asset and liability are recorded at the lower of the present value of the minimum lease payments or fair value of the asset.  The asset is depreciated over the lower of the lease term or the estimated productive life.  Amortization of the asset under the capital lease is included in depreciation and amortization expense for the year ended June 30, 2012, and the period of August 20, 2010 (inception) through June 30, 2011.


- 7 -





DIGIPATH SOLUTIONS, LLC

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011


NOTE 5 – CAPTIAL LEASES (Continued)


Following is a summary of the Company’s property held under capital lease:


 

 

 

June 30,

 

 

 

June 30,

 

 

 

 

2012

 

 

 

2011

 

 

 

 

 

 

 

 

 

 

Machinery and equipment

 

$

181,384

 

 

$

181,384

 

Less: accumulated amortization

 

 

54,415

 

 

 

18,346

 

 

 

 

 

 

 

 

 

 

 

 

$

126,969

 

 

$

163,038

 


Minimum future lease payments for the Company under the capital lease for each of the next four years and in the aggregate are:


Year Ended June 30,

 

 

 

 

 

 

 

 

 

2013

 

$

39,897

 

2014

 

 

39,897

 

2015

 

 

39,897

 

2016

 

 

23,273

 

Total minimum lease payments

 

 

142,964

 

Less: amount representing interest

 

 

15,175

 

Present value of minimum lease payments

 

 

127,790

 

Less: current portion of obligation under capital lease

 

 

32,840

 

 

 

 

 

 

Long-term portion of obligation under capital lease

 

$

94,950

 


Interest on the capital lease is 6.25 percent and is imputed based on the lower of the Company’s incremental borrowing rate at the inception of the lease or the lessor’s implicit rate of return.


NOTE 6 – CONCENTRATION


The Company concentrates its operation with primarily one customer.  The customer’s account receivable balance was $210,530 or 94 percent of total accounts receivable as of June 30, 2012 and $114,527 or 95 percent of total accounts receivable as of June 30, 2011.  The customer accounted for $983,179 or 89 percent of sales for the year ended June 30, 2012 and $523,705 or 97 percent of sales for the period of August 20, 2010 (inception) through June 30, 2011.


- 8 -





DIGIPATH SOLUTIONS, LLC

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011


NOTE 7 – COMMITMENT AND CONTINGENCIES


Operating Leases


The Company leases office space under a non-cancelable operating lease agreement which expires October 2012.  Future minimum rental payments under the operating lease total $7,950, due in the year ending June 30, 2013.


Rent expense included in the statements of income and member’s equity totaled $30,563 and $11,169 for the year ended June 30, 2012, and the period of August 20, 2010 (inception) through June 30, 2011, respectively.


NOTE 8 – SUBSEQUENT EVENTS


On July 12, 2012, the Company received a Letter of Intent from another entity to purchase the assets of the Company.  There can be no assurance that this transaction will close.


The Company has evaluated subsequent events through September 6, 2012 the date on which the financial statements presented herein were available to be issued for the period ended June 30, 2012.


- 9 -