 |
|
RBS RoeverBroennerSusat
GmbH & Co. KG
Wirtschaftsprüfungsgesellschaft
Steuerberatungsgesellschaft
Gervinusstraße 15
60322 Frankfurt am Main
T +49 69 500 60-0
F +49 69 500 60-2050
www.rbs-partner.de |
Premium-Pflegedienst Pflegeland
(sole proprietorship)
Financial Statements
Years Ended December 31, 2012 and 2013
(Expressed in Euros)
|
|
RBS RoeverBroennerSusat
GmbH & Co. KG
Wirtschaftsprüfungsgesellschaft
Steuerberatungsgesellschaft
Gervinusstraße 15
60322 Frankfurt am Main
T +49 69 500 60-0
F +49 69 500 60-2050
www.rbs-partner.de |
- 2 -
INDEPENDENT
AUDITOR’S REPORT
To the Owner of Premium-Pflegedienst
Pflegeland (sole proprietorship), Stuttgart
We have audited the
accompanying balance sheets of Premium-Pflegedienst Pflegeland as of December
31, 2013 and 2012 and the related statements of operations, stockholders’
deficit and cash flows for the years then ended. These financial statements are
the responsibility of the Proprietor. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements are free of
material misstatement. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. Our
audits included 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
Company’s 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. 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, these financial statements present
fairly, in all material respects, the financial position of Premium-Pflegedienst
Pflegeland as of December 31, 2013 and 2012 and the results of its
operations and its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.
Frankfurt am Main, February 6,
2015
RBS
RoeverBroennerSusat GmbH & Co.KG
Wirtschaftsprüfungsgesellschaft
Steuerberatungsgesellschaft
- 3 -
Premium-Pflegedienst Pflegeland (sole proprietorship)
Balance
Sheets
As of December
31
| |
2013
Euro
|
2012
Euro
|
| |
|
|
|
ASSETS
|
|
|
|
Non-current
Assets
|
|
|
|
Property,
Plant and Equipment
|
|
|
|
Land,
property rights and buildings, including buildings on third party land
|
43.851,65
|
44.491,65
|
|
Other
equipment, furniture and fixtures
|
13.547,00
|
18.732,00
|
|
Total
non-current Assets
|
57.398,65
|
63.223,65
|
|
Current
Assets
|
|
|
|
Trade
receivables
|
160.924,46
|
141.567,67
|
|
Other
assets
|
304.999,99
|
10.567,13
|
|
Cash
and cash equivalents
|
4.336,35
|
0,89
|
|
Total
current Assets
|
470.260,80
|
152.135,69
|
|
TOTAL
|
527.659,45
|
215.359,34
|
| |
|
|
|
LIABILITIES
AND PROPRIETORS’ EQUITY
|
|
|
|
Proprietors’
Equity
|
|
|
|
Initial
capital
|
9.362,42
|
81.304,12
|
|
Capital
contribution
|
31.536,51
|
150.494,51
|
|
Transfer
from reserves
|
-440.924,94
|
-1.062.619,35
|
| |
|
|
|
Net
profit for the year
|
739.720,71
|
840.183,14
|
|
Total
Proprietors’ Equity
|
339.694,70
|
9.362,42
|
| |
|
|
|
Non-current
Liabilities
|
|
|
|
Long-term
financial liabilities
|
55.000,00
|
63.215,12
|
|
Total
non-current Liabilities
|
55.000,00
|
63.215,12
|
| |
|
|
|
Current
Liabilities
|
|
|
|
Short-term
financial liabilities
|
8.215,12
|
64.020,48
|
|
Accruals
|
15.465,00
|
9.193,96
|
|
Other
liabilities
|
100.873,59
|
47.663,36
|
|
Provisions
|
8.411,04
|
21.904,00
|
|
Total
current Liabilities
|
132.964,75
|
142.781,80
|
|
TOTAL
|
527.659,45
|
215.359,34
|
- 4 -
Premium-Pflegedienst Pflegeland (sole proprietorship)
Statement
of Operations Statement of Operations for the year ended December 31
| |
2013
Euro
|
2012
Euro
|
| |
|
|
|
Revenue
|
1.482.751,34
|
1.778.483,05
|
| |
|
|
|
Cost of
purchased services
|
37.119,92
|
118.738,28
|
|
Personnel
expenses
|
621.371,11
|
749.915,16
|
|
Depreciation
and amortization of intangible and tangible fixed assets
|
5.978,51
|
6.830,67
|
|
Other
operating expenses
|
106.659,22
|
107.277,05
|
|
Profit
before Other Items
|
711.622,58
|
795.721,89
|
| |
|
|
|
Other
Items
|
|
|
|
Other
income
|
30.374,58
|
52.335,39
|
|
Other
interest and similar income
|
10,74
|
18,11
|
|
Interest
and similar expenses
|
2.287,19
|
7.892,25
|
|
Net
profit of the year
|
739.720,71
|
840.183,14
|
- 5 -
Premium-Pflegedienst Pflegeland (sole proprietorship)
Statements
of Changes in Equity
| |
|
Proprietors’ Equity
Euro
|
| |
|
|
|
Balance
as of December 31, 2011
|
|
81.304,12
|
| |
|
|
|
Capital
contribution
|
|
150.494,51
|
|
Transfer
from reserves
|
|
-1.062.619,35
|
|
Net
profit for the year
|
|
840.183,14
|
| |
|
|
|
Balance
as of December 31, 2012
|
|
9.362,42
|
| |
|
|
|
Capital
contribution
|
|
31.536,51
|
|
Transfer
from reserves
|
|
-440.924,94
|
|
Net
profit for the year
|
|
739.720,71
|
| |
|
|
|
Balance
as of December 31, 2013
|
|
339.694,70
|
- 6 -
Premium-Pflegedienst Pflegeland (sole proprietorship)
Statements
of Cash Flow for the year ended December 31
| |
2013
Euro
|
2012
Euro
|
| |
|
|
|
Net
profit of the year
|
739.720,71
|
840.183,14
|
|
Adjustments to the consolidated net
profit for the year for reconciliation to the cash flow operating activities:
|
|
|
|
- Finance
revenues
|
-10,74
|
-18,11
|
|
+ Finance
costs
|
2.287,19
|
7.892,25
|
|
Operating
profit
|
741.997,16
|
848.057,28
|
|
+ Amortization
and depreciation
|
5.978,51
|
6.830,67
|
| |
747.975,67
|
854.887,95
|
|
-/+ Increase/decrease in inventories, trade
receivables and other assets
|
-313.789,65
|
-22.530,68
|
|
+/-
Increase/decrease in provisions
|
-13.492,96
|
6.342,19
|
|
+/-
Increase/decrease in trade payables and other liabilities
|
59.481,27
|
15.282,09
|
|
Cash
flows from operating activities
|
480.174,33
|
853.981,55
|
| |
|
|
|
- Payments of intangible assets and property,
plant and equipment
|
-153,51
|
-974,67
|
|
+ Interest
receipts
|
10,74
|
18,11
|
|
Cash
flows from investing activities
|
-142,77
|
-956,56
|
| |
|
|
|
- Transfer
from reserves
|
-440.924,94
|
-1.062.619,35
|
|
+ Capital
contribution
|
31.536,51
|
150.494,51
|
|
- Payments
from redemption of debt and loans
|
-1.345,92
|
-7.158,32
|
|
+/- Change
in short-term bank liabilities
|
-66.307,67
|
38.329,55
|
|
- Payment
of interest
|
1.345,92
|
7.158,32
|
|
Cash
flows from financing activities
|
-475.696,10
|
-873.795,29
|
| |
|
|
|
Net
change in cash and cash equivalents
|
4.335,46
|
-20.770,30
|
|
+ Cash
and cash equivalents at beginning of the period
|
0,89
|
20.771,19
|
|
Cash
and cash equivalents at the end of the period
|
4.336,35
|
0,89
|
- 7 -
Premium-Pflegedienst Pflegeland (sole proprietorship)
Notes
to the Financial Statements
Expressed
in Euros
December
31, 2013
|
A.
|
General Information and Basis of Presentation
|
| |
Domicile and Legal Form of the Company |
| |
„Premium-Pflegedienst Pflegeland“ is a care enterprise managed by Dzenana Karahodza in the legal form of a sole proprietorship. The proprietorship is domiciled in Waiblinger Straße 34, 70372 Stuttgart, Germany. |
| |
As care service provider „Premium-Pflegedienst Pflegeland“ is engaged in the medical homecare and specialized in acute posthospital treatment and breathing improvement or rather the control of long-time home breathing. „Premium-Pflegedienst Pflegeland“ is able to take over the breathing care of all breathing patients with different clinical pictures within 24 hours: |
| |
- ALS - amyotrophic lateral sclerosis
- Persistent vegetative state
- Chronic obstructive pulmonary disease (COPD)
- Pneumonia
- Respiratory insufficiency
- Apoplectic stroke (Apoplexy) |
| |
General Principles and Accounting Standards |
| |
The present year-end financial statements of the sole proprietorship „Premium-Pflegedienst Pflegeland“ for the financial year from January 1 to December 31, 2013 are presented in Euro (EUR) and have been prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”) in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"). |
| |
The statement of operations has been prepared in accordance with the cost of sales method of presentation. |
| |
The year-end financial statements convey a true and fair view of the net assets, financial position and results of operations of the sole proprietorship „Premium-Pflegedienst Pflegeland“. |
| |
Recently Issued Accounting Pronouncements |
| |
The Proprietorship has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
| |
Estimates and Assumptions |
| |
The preparation of the year-end financial statements in conformity with U.S. GAAP requires estimates and assumptions to be made by proprietor. These influence the assessment of assets and liabilities, the disclosure of contingent liabilities at the balance sheet date as well as the presentation of income and expenditures for the year under review. |
- 8 -
| |
In particular, this relates to allowances for bad debts, the amount and likelihood of utilization of other provisions as well as the economic lifetime of assets. The Proprietor bases his judgment of these assumptions and estimates on past experience and the results of carefully weighing up different scenarios. Changes in the economic situation that deviate from the assumptions applied and that lie beyond the control of the proprietor may result in the actual amounts differing from the original estimates. If the original basis of estimation changes, accounting for the respective balance sheet items will be adjusted with an effect on the income statement. |
|
2.
|
Accounting and Valuation Principles
|
| |
Intangible Assets which were acquired in return for payment are carried at cost, reduced by normal straight-line amortization from the date on which they are first ready for use. Amortizations will be taken straight-line above the economic useful life of two to three years. |
| |
Property, Plant and Equipment |
| |
Property, plant and equipment is carried at cost less cumulative depreciation. Depreciation is recognized on a straight-line basis over the expected useful life of the asset. Expenditure for maintenance and repairs is expensed in the period in which it is incurred. The cost of an asset and the related cumulative depreciation are derecognized when assets are scrapped or disposed of, with any book gains or losses recognized in the income statement under “Other operating income” or “Other operating expenses”. Fifty years were assumed as useful life expectancy for buildings. The expected useful life for the other assets is calculated between two and ten years. |
| |
Accordingly, low-value assets with an acquisition value of no more than EUR 410 are fully depreciated in the year of acquisition. All other assets with acquisition values greater than this are capitalized and depreciated over their normal useful lives. |
| |
Impairment and Write-downs of Intangible Assets and Property, Plant and Equipment |
| |
Where the value of intangible assets or property, plant and equipment calculated using the principles described above is greater than the value attributed to them at the balance sheet date, impairment losses and write-downs are recognized accordingly. The fair value to be applied is calculated on the basis of either the net proceeds of sale or the present value of the estimated future cash flows from the use of the asset – whichever is higher. Impairment losses and write-downs are reported in other operating expenses. |
- 9 -
| |
Receivables and other assets |
| |
Receivables and other assets are carried at the nominal value. Appropriate bad debt allowances are recognized for trade receivables in order to cover possible default risks. |
| |
Cash comprises all freely available liquid funds such as cash in hand and cash in current accounts, as well as other current bank balances available. |
| |
Liabilities are carried at amortized cost on the balance sheet date, which generally corresponds to the amount due on settlement. |
| |
Accruals are liabilities payable for goods or services received that are neither paid nor invoiced by the supplier at the balance sheet date. |
| |
Provisions for other financial obligations are recognized when a present obligation towards a third party arises from a past event, future settlement is probable and the amount can be reliably estimated. Non-current provisions with a remaining term of more than one year are recognized at the amount required to settle the obligation, discounted to the balance sheet date. |
| |
Income Taxes and Uncertain Tax Positions |
| |
The Proprietorship is not subject to German income taxes as it is exempt from trade income tax as a care service provider that charges more than 40 % of its care services to the compulsory national social security agencies. |
| |
Changes in intangible assets in the reporting period and in the previous year are shown in the statements of changes in fixed assets, which is attached as an appendix. |
| |
The position “intangible assets” only consists of software licenses. |
| |
There were no impairment write-downs to the lower value in use for the financial year as in the previous year. |
- 10 -
|
4.
|
Property, Plant and Equipment
|
| |
Changes in property, plant and equipment in the reporting period and in the previous year are shown in the consolidated statements of changes in fixed assets, which are attached as an appendix. |
| |
The item “Land, property rights and buildings, including buildings on third-party land” consists of the 50% share of flat or fractional property unit where the Administration of the sole proprietorship is registered. The whole flat or fractional property unit was acquired under Bosnian Law by the proprietor and her husband. The remaining 50% share is allotted to the operating assets of the proprietorship of the husband. |
| |
The whole flat or fractional property unit is encumbered with a residential property charge in an amount of EUR 110.000,00 for the loan to finance the property. The loan is repayable on maturity, so it values to EUR 110.000,00 and has a remaining term until November 2018. In accordance with the allocation of half of the flat or fractional property unit, the loan is allocated the proprietorship „Premium-Pflegedienst Pflegeland“ with 50% and has a carrying amount on the balance sheet date and in the previous year of EUR 55.000,00. |
| |
There are no other material restrictions on ownership or title in respect of the property, plant and equipment reported. |
| |
Depreciation on the lower value in use was not taken in the financial year and in the previous year. |
| |
The position “trade receivables” include receivables of care services fully provided on the balance sheet date. The billing of all care services is made on a monthly basis. |
| |
Value adjustments for trade receivables were not necessary in the financial year and the previous year. |
| |
The positions “other assets” basically consists of the positive balance of the settlement account with the sole proprietorship “Das Pflegeland”, proprietor Dr. Orhan Karahodza. |
|
7.
|
Cash and Cash Equivalents
|
| |
The position “cash and cash equivalents” mainly includes short-term bank balances. |
| |
As of December 31, 2013 after taking into account the net profit of the year as well as capital contributions and transfer of reserves by the proprietor, the proprietors’ equity amounts to EUR 339.694,70 (previous year: EUR 9.362,42). |
- 11 -
|
9.
|
Long-term financial Liabilities
|
| |
Non-current financial liabilities fully result from bank liabilities and include the 50% share of the loan to finance the flat or fractional property unit as well as the long-term portion of the loans to finance vehicles. |
| |
|
Dec. 31,
2013
|
|
Dec. 31,
2012
|
| |
|
EUR
|
|
EUR
|
| |
Loan financing of the flat or
fractional property unit
|
55.000,00
|
|
55.000,00
|
| |
Long-term portion of the loans
financing of vehicles
|
0,00
|
|
8.215,12
|
| |
|
55.000,00
|
|
63.215,12
|
| |
|
|
|
|
| |
The interest rate to finance flat or fractional property unit amounts to 4,8%. |
|
10.
|
Short-term financial Liabilities
|
| |
The short-term financial liabilities are composed as follows: |
| |
|
Dec. 31, 2013
|
|
Dec. 31, 2012
|
| |
|
EUR
|
|
EUR
|
| |
Current account liabilities to
banks
|
0,00
|
|
56.333,76
|
| |
Short-term portion of the loans
financing vehicles
|
8.215,12
|
|
7.686,72
|
| |
|
8.215,12
|
|
64.020,48
|
| |
|
|
|
|
| |
Due to the current nature of these items, their market value does not deviate significantly from the carrying amounts presented. |
| |
Accruals are liabilities payable for goods or services received that are neither paid nor invoiced by the supplier at the balance sheet date. All of the reported amounts are short-term in nature. |
| |
The long-term financial liabilities are composed as follows: |
- 12 -
| |
|
Dec. 31,
2013
|
|
Dec. 31,
2012
|
| |
|
EUR
|
|
EUR
|
| |
Liabilities from wages and
salaries
|
30.217,13
|
|
37.846,61
|
| |
Liabilities from income and
church taxes
|
4.989,31
|
|
0,00
|
| |
Liabilities resulting from
social securities
|
65.135,00
|
|
9.244,60
|
| |
Other short-term
liabilities
|
532,15
|
|
572,15
|
| |
|
100.873,59
|
|
47.663,36
|
| |
|
|
|
|
| |
The provisions fully consist of duties in connection with the preparation of the year-end financial statement of the year already ended. |
|
14.
|
Notes on the Cash Flow Statement
|
| |
The cash flow statement has been prepared using the indirect method. Business transactions not affecting cash have not been included in the cash flow statement. Payments for investments in intangible assets and property, plant and equipment include only cash-effective acquisitions. |
|
15.
|
Financial Instruments and Risk Management
|
| |
Financial instruments, which potentially expose the Proprietorship to concentrations of credit risk, consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents, are held with various financial institutions. These balances are maintained with high quality financial institutions which management believes limits the risk. |
| |
Details of the individual categories of financial instruments are provided in the notes on the respective balance sheet and income statement items. |
| |
Principles of the Risk Management System |
| |
Regarding its assets, liabilities and planned transactions, the proprietorship “Premium-Pflegedienst Pflegeland” is subject to default risk and liquidity risk and the risk from changes in interest rates. The aim of financial risk management is to minimize these risks through ongoing operating and finance-oriented activities. The proprietor is directly responsible for the implementation of the financial policy and ongoing risk management. |
| |
Categories of Financial Instruments |
| |
The proprietorship „Premium-Pflegedienst Pflegeland“ holds financial instruments exclusively in form of financial liabilities carried at amortized cost as well as in form of receivables carried at amortized cost. Financial instruments carried at fair value do not exist. |
| |
The proprietorship is exposed to counterparty default risk as a result of its operating activities and certain financing activities. |
- 13 -
| |
In its operating business, accounts receivable are monitored on a decentralized, ongoing basis. Default risks are taken into account through specific valuation allowances and flat-rate specific valuation allowances. |
| |
Revolving liquidity planning is performed in order to ensure the proprietors’ solvency and financial flexibility at all times. To the extent necessary, a liquidity reserve is held in the form of credit facilities and, if required, in cash. |
| |
Risk of Changes in the Interest Rate |
| |
The proprietorship is subject to risks of changes in the interest rate only to a limited extent and basically in relation to the 50% share of the loan for financing the flat or fractional property unit. The interest rate is determined until November 2018. |
| |
Business transactions with related parties are on the one hand transactions with enterprises, the husband of the proprietor of the proprietorship „Premium-Pflegedienst Pflegeland“ holds a significant participating share of or over which he exercises significant influence. On the other hand, these are business transactions with close members of the family of the proprietor. |
| |
In the reporting period relevant in this context are the relation to the sole proprietorship of the husband of the proprietor („Das Pflegeland“) as well as to Medicus-Stuttgart GmbH, Stuttgart (formerly: Medicus 24 GmbH), in which the husband of the proprietor holds 100% of the shares. |
| |
Between the proprietorship „Premium-Pflegedienst Pflegeland“ and the sole proprietorship of the husband of the proprietor exists a settlement account, which shows a positive balance, i.e. a receivable in the amount of EUR -298.302,76 (previous year: EUR 0,00) from the perspective of proprietorship „Premium-Pflegedienst Pflegeland“. The settlement account is not subject to interest payments. |
| |
During the financial year under review, the proprietorship „Premium-Pflegedienst Pflegeland“ obtained services in an amount of EUR 0,00 (previous year: EUR 18.000,00) from Medicus-Stuttgart GmbH, Stuttgart (formerly: Medicus 24 GmbH). |
|
17.
|
SIGNIFICANT POST-BALANCE SHEET DATE EVENTS
|
| |
The proprietor intends to transfer the proprietorship „Premium-Pflegedienst Pflegeland“ with all assets and liabilities, rights, accounts receivables and claims as well as duties and legal relationships to the Beatmungspflege 24 in exchange for ownership in the company. |
| |
Beyond this no major changes regarding the situation of the proprietorship as well as with respect to the branch environment resulted between the balance sheet date and the date the financial statements are issued. |
Stuttgart, October 31, 2014
- 14 -
Dzenana Karahodza
- 15 -
Premium-Pflegedienst
Pflegeland (sole proprietorship) – Appendix to the Notes
Statements
of Changes in Fixed Assets
As at
December 31, 2013
| |
Land,
property, rights and buildings, including buildings on third party land
|
Other
equipment,
furniture and fixtures
|
Total
|
| |
Euro
|
Euro
|
Euro
|
|
Acquisition and
manufacturing cost:
|
|
|
|
|
December 31, 2011
|
45.665,50
|
30.105,50
|
75.771,00
|
|
Additions
|
0,00
|
330,00
|
330,00
|
| |
|
|
|
|
December 31, 2012
|
45.665,50
|
30.435,50
|
76.101,00
|
| |
|
|
|
|
Additions
|
0,00
|
153,51
|
153,51
|
| |
|
|
|
|
December 31, 2013
|
45.665,50
|
30.589,01
|
76.254,51
|
| |
|
|
|
|
Accumulated amortization and
depreciation:
|
|
|
|
|
December 31, 2011
|
533,85
|
6.157,50
|
6.691,35
|
|
Charge for the period
|
640,00
|
5.546,00
|
6.186,00
|
| |
|
|
|
|
December 31, 2012
|
1.173,85
|
11.703,50
|
12.877,35
|
| |
|
|
|
|
Charge for the period
|
640,00
|
5.338,51
|
5.978,51
|
| |
|
|
|
|
December 31, 2013
|
1.813,85
|
17.042,01
|
18.855,86
|
| |
|
|
|
|
Residual carrying values:
|
|
|
|
|
As of December 31, 2012
|
44.491,65
|
18.732,00
|
63.223,65
|
| |
|
|
|
|
As of December 31, 2013
|
43.851,65
|
13.547,00
|
57.398,65
|
