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DIGIPATH SOLUTIONS, LLC
FINANCIAL STATEMENTS
JUNE 30, 2012 AND 2011
DIGIPATH SOLUTIONS, LLC
FINANCIAL STATEMENTS
JUNE 30, 2012 AND 2011
TABLE OF CONTENTS
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Report of Independent Auditors | 1 |
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Financial Statements |
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Balance Sheets | 2 |
Statements of Income and Members Equity | 3 |
Statements of Cash Flows | 4 |
Notes to Financial Statements | 5-9 |
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, members 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 Companys 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.
The Woodlands, Texas
September 6, 2012
DIGIPATH SOLUTIONS, LLC
BALANCE SHEETS
JUNE 30, 2012 AND 2011
ASSETS |
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| 2012 |
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| 2011 |
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CURRENT ASSETS |
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Cash |
| $ | 326,576 |
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| $ | 174,591 |
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Accounts receivable |
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| 222,919 |
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| 120,771 |
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Prepaid expenses and other current assets |
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| 2,788 |
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| 2,513 |
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Total current assets |
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| 552,283 |
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| 297,875 |
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PROPERTY AND EQUIPMENT, net |
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| 180,989 |
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| 166,155 |
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TOTAL ASSETS |
| $ | 733,272 |
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| $ | 464,030 |
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LIABILITIES AND MEMBER'S EQUITY |
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CURRENT LIABILITIES |
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Current portion of notes payable |
| $ | 8,200 |
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| $ | - |
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Current portion of obligation under capital lease |
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| 32,840 |
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| 28,357 |
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Accounts payable |
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| 17,520 |
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| 3,486 |
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Accrued liabilities |
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| 22,623 |
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| 10,617 |
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Total current liabilities |
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| 81,183 |
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| 42,460 |
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LONG-TERM LIABILITIES |
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Notes payable |
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| 35,691 |
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| - |
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Obligation under capital lease |
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| 94,950 |
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| 127,790 |
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Total long-term liabilities |
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| 130,641 |
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| 127,790 |
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MEMBER'S EQUITY |
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| 521,448 |
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| 293,780 |
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TOTAL LIABILITIES AND MEMBER'S EQUITY |
| $ | 733,272 |
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| $ | 464,030 |
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See notes to financial statements.
- 2 -
DIGIPATH SOLUTIONS, LLC
STATEMENTS OF INCOME AND MEMBERS EQUITY
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| Inception |
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| (August 20, 2010) |
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| Year ended |
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| June 30, |
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| June 30, |
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| 2012 |
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| 2011 |
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SALES |
| $ | 1,106,090 |
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| $ | 537,561 |
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COST OF SALES |
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| 163,549 |
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| 31,995 |
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GROSS MARGIN |
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| 942,541 |
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| 505,566 |
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OPERATING EXPENSES |
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| 424,394 |
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| 159,885 |
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OPERATING INCOME |
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| 518,147 |
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| 345,681 |
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OTHER INCOME (EXPENSE) |
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Interest expense |
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| (9,824 | ) |
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| (7,312 | ) |
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NET INCOME |
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| 508,323 |
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| 338,369 |
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MEMBER'S EQUITY, beginning |
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| 293,780 |
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| - |
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CONTRIBUTIONS |
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| - |
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| 33,600 |
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DISTRIBUTIONS |
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| (280,655 | ) |
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| (78,189 | ) |
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MEMBER'S EQUITY, ending |
| $ | 521,448 |
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| $ | 293,780 |
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See notes to financial statements.
- 3 -
DIGIPATH SOLUTIONS, LLC
STATEMENTS OF CASH FLOWS
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| Inception |
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| (August 20, 2010) |
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| Year ended |
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| to |
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| June 30, |
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| June 30, |
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| 2012 |
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| 2011 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income |
| $ | 508,323 |
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| $ | 338,369 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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| 43,562 |
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| 18,346 |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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| (102,148 | ) |
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| (120,771 | ) |
Prepaid expenses and other current assets |
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| (275 | ) |
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| (2,513 | ) |
Accounts payable |
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| 14,034 |
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| 3,486 |
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Accrued liabilities |
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| 12,006 |
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| 10,617 |
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Net cash provided by operating activities |
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| 475,502 |
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| 247,534 |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Purchase of property and equipment |
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| (10,430 | ) |
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| (3,117 | ) |
Net cash used in investing activities |
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| (10,430 | ) |
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| (3,117 | ) |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Repayments of long-term debt |
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| (32,433 | ) |
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| (25,237 | ) |
Member's distributions |
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| (280,655 | ) |
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| (78,189 | ) |
Member's contributions |
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| - |
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| 33,600 |
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Net cash used in financing activities |
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| (313,088 | ) |
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| (69,826 | ) |
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NET CHANGE IN CASH AND CASH EQUIVALENTS |
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| 151,985 |
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| 174,591 |
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CASH AND CASH EQUIVALENTS - |
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Beginning of period |
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| 174,591 |
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| - |
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End of period |
| $ | 326,576 |
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| $ | 174,591 |
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SUPPLEMENTAL CASH FLOW INFORMATION |
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Cash paid for interest |
| $ | 9,645 |
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| $ | 4,912 |
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SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES |
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Property and equipment acquired through long-term debt |
| $ | 47,967 |
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| $ | 181,384 |
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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 Companys 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 Companys 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 Companys 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 clients 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 Companys 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 Companys earnings. The Companys 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:
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| June 30, |
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| June 30, |
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| 2012 |
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| 2011 |
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Machinery and equipment |
| $ | 218,757 |
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| $ | 181,384 |
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Computer equipment and software |
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| 6,074 |
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| 3,117 |
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Vehicles |
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| 18,067 |
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| - |
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| 242,898 |
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| 184,501 |
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Less: accumulated depreciation |
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| 61,909 |
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| 18,346 |
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| $ | 180,989 |
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| $ | 166,155 |
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- 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 |
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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. |
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| 16,538 |
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| 43,891 |
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Less: current maturities |
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| 8,200 |
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Total long-term portion |
| $ | 35,691 |
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Maturities for notes payable are as follows:
Year Ended June 30, |
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2013 |
| $ | 8,200 |
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2014 |
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| 8,679 |
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2015 |
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| 9,186 |
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2016 |
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| 9,722 |
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2017 |
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| 8,104 |
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| $ | 43,891 |
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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 Companys property held under capital lease:
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| June 30, |
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| June 30, |
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| 2012 |
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| 2011 |
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Machinery and equipment |
| $ | 181,384 |
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| $ | 181,384 |
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Less: accumulated amortization |
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| 54,415 |
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| 18,346 |
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| $ | 126,969 |
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| $ | 163,038 |
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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, |
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2013 |
| $ | 39,897 |
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2014 |
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| 39,897 |
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2015 |
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| 39,897 |
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2016 |
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| 23,273 |
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Total minimum lease payments |
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| 142,964 |
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Less: amount representing interest |
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| 15,175 |
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Present value of minimum lease payments |
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| 127,790 |
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Less: current portion of obligation under capital lease |
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| 32,840 |
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Long-term portion of obligation under capital lease |
| $ | 94,950 |
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Interest on the capital lease is 6.25 percent and is imputed based on the lower of the Companys incremental borrowing rate at the inception of the lease or the lessors implicit rate of return.
NOTE 6 CONCENTRATION
The Company concentrates its operation with primarily one customer. The customers 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 members 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 -