EX-99.1 2 exhibit99-2.htm Exhibit 99.1

Fireline Restoration, Inc.

Balance Sheet

June 30, 2006
(Unaudited)

Assets

Current assets:

   Cash

 $

252,266 

   Accounts receivable, net of reserve of $4,400,000

24,246,466 

 Costs in excess of billings

3,402,400 

   Other current assets

58,774 

     Total current assets

27,959,906 

Property and equipment, net

1,578,269 

Other assets

75,331 

 $

29,613,506 

Liabilities and stockholder's equity

Current liabilities:

   Accounts payable

 $

4,159,604 

   Accrued expenses

1,723,318 

   Accounts payable and accrued expenses - affiliates

568,381 

   Line of credit

7,911,878 

   Notes payable

5,000,000 

 Billing sin excess of costs

1,678,803 

   Current portion of long-term debt

415,500 

     Total current liabilities

21,457,484 

Long-term debt

442,711 

Stockholder's (deficit):

   Common stock, $1.00 par value,

      1,000 shares authorized,

      issued and outstanding

1,000 

   Paid in capital

2,616,847 

   Retained earnings

5,095,464 

    Total stockholder's equity

7,713,311 

 $

29,613,506 

See the accompanying notes to the consolidated financial statements.

 


 

Fireline Restoration, Inc.

Statements of Operations

Six Months Ended June 30,
(Unaudited)

2006

 

2005

Revenue:

18,659,090 

22,912,004 

    Total revenue

18,659,090 

22,912,004 

Cost of revenue

9,070,662 

15,175,683 

Gross margin

9,588,428 

7,736,321 

Operating expenses:

   Selling, general and administrative expenses

5,994,103 

2,739,924 

    Total operating expenses

5,994,103 

2,739,924 

Income from operations

3,594,325 

4,996,397 

Other (income) expense:

  Interest ioncome

(2,054)

(50)

  Interest expense

635,780 

46,159 

   Total other (income) expense

633,726 

46,109 

Net Income

 $

2,960,599 

 $

4,950,288 

Per share information - basic and fully diluted:

  Weighted average shares outstanding

1,000 

1,000 

Net income per share

 $

2,960.60 

 $

4,950.29 

See the accompanying notes to the consolidated financial statements.

 

 


 

Fireline Restoration, Inc.

Statements of Cash Flows

Six Months Ended June 30,

(Unaudited)

2006

2005

Cash flows from operating activities:

Net Income

 $

2,960,599 

 $

4,950,288 

 Adjustments to reconcile net income to net cash provided

 by (used in) operating activities:

 Depreciation and amortization

155,754 

63,000 

 Reserve for bad debts

500,000 

 Non-cash capital contribution by shareholder

 (Increase) decrease in accounts receivable

(23,349,771)

(4,056,759)

 (Increase) in other receivables

 (Increase) decrease in receivables from affiliates

 (Increase) decrease in other current assets

4,555 

(97,582)

 (Increase) in costs in excess of billings

17,486,146 

(2,718,933)

 (Increase) decrease in other assets

(21,378)

1,227 

 Increase (decrease) in accounts payable

(283,258)

482,148 

 Increase (decrease) in accrued expenses

1,187,564 

(84,051)

 Increase (decrease) in billings in excess of costs

(3,461,326)

299,928 

 Increase (decrease) in accounts payable and accrued expenses - affiliates

23,112 

(209,942)

   Total of adjustments

(7,758,602)

(6,320,964)

Net cash provided by (used in) operating activities

(4,798,003)

(1,370,676)

Cash flows from investing activities:

  Purchase of property and equipment

(326,561)

(71,163)

Net cash (used in) investing activities

(326,561)

(71,163)

Cash flows from financing activities:

 Net proceeds (repayments) from line of credit

(323,335)

2,880,184 

 Distributions to shareholders

(2,079,946)

(1,256,763)

 Paid-In Capital

1,900,000 

 Proceeds from debt

5,000,000 

15,600 

 Payments on debt

(187,688)

(158,308)

Net cash provided by financing activities

4,309,031 

1,480,713 

Net increase (decrease) in cash

(815,533)

38,874 

Beginning - cash balance

1,067,799 

450,993 

Ending - cash balance

 $

252,266 

 $

489,867 

Supplemental cash flow information:

 Cash paid for income taxes

 $

 $

 Cash paid for interest

 $

 $

Non cash investing and financing activities:

   Acquisition of property and equipment with debt

 $

15,600 

 $

 

See the accompanying notes to the consolidated financial statements.

 


 

FIRELINE RESTORATION, INC.
 NOTES TO FINANCIAL STATEMENTS
June 30, 2006
(Unaudited)

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited condensed balance sheet as at June 30, 2006, and statements of operations and cash flows for the periods ended June 30, 2005 and 2006, include the accounts of the Company.  In the opinion of management, these condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) that are necessary for a fair presentation of the results for and as of the periods shown.  The accompanying condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States.  However, certain information or footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The results of operations for such periods are not necessarily indicative of the results expected for 2006 or for any future period. These financial statements should be read in conjunction with the financial statements and related notes for the fiscal year ended December 31, 2005.

Company Description and Nature of Operations

Fireline Restoration, Inc. ("we," "us," "Fireline," or the "Company"), a Florida corporation, was incorporated on November 22, 1996. The Company is a provider of recovery, restoration and rebuilding/remodeling services to commercial and residential areas that are prone to flooding, hurricanes, tornados, fires or other naturally occurring and repetitive weather related emergencies.

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 estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of the contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include, among others, the realizability of accounts and note receivable, inventories, recoverability of long-lived assets and valuation of deferred tax assets.  Actual results could differ from these estimates.

Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash and receivables. The Company places its cash with high quality financial institutions and at times may exceed the Federal Deposit Insurance Corporation ("FDIC") $100,000 insurance limit. At June 30, 2006 the Company had approximately $593,366 in accounts in excess of the FDIC insurance limits.

The Company offers its services primarily in the states of Florida and Louisiana, and it extends credit based on an evaluation of a customer's financial condition, generally without collateral. Exposure to losses on accounts receivable is principally dependent on each customer's financial condition. The Company monitors its exposure for credit losses and maintains allowances for anticipated losses, if required. Although the Company expects to collect amounts due, actual collections may differ from the estimated amounts. In most cases the Company has the ability to file liens up to its actual costs to protect its interests.

Two customers accounted for approximately 44% and 15% of total sales for the six months June  30, 2006. These customers accounted for approximately 34% and 9% of accounts receivable as of June 30, 2006.

Two customers accounted for approximately 35% and 19% of total sales for the six months ended June 30, 2005. These customers accounted for approximately 38% and 9% of accounts receivable as of June 30, 2005.

Accounts Receivable

Accounts receivable are stated at estimated net realizable value.  Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts. In determining collectability, historical trends are evaluated and specific customer issues are reviewed to arrive at appropriate allowances.

Accounts receivable consist of the following at June 30:

 

   

                                                                                                                      

2006

 2005

Completed contracts                           

 $       289,076 $    616,200

Contracts in progress                               

28,857,390 6,242,364

Reserve for bad debts                           

(4,900,000) (500,000)

                                                                       

$ 24,246,466 $6,358,564

 

The Company's standard credit terms are net 30 days. In conjunction with billings to insurance companies terms may extend 90 days.

Income Taxes

the Company has elected to be treated as an "S" Corporation under the provisions of the Internal Revenue Code and state statutes. Under these provisions no income taxes are incurred on a corporate level. Instead, shareholders of the Company include their pro-rata share of income or loss on their individual income tax returns.

The accompanying statements of operations disclose unaudited pro forma information as if the Company had been taxed as a C corporation.

Per Share Data

Basic earnings per share ("BEPS") is computed by dividing income available to common stockholders by the weighted average number of outstanding common shares during the period of computation. Diluted earnings per share ("DEPS") give effect to all potential dilutive common shares outstanding during the period of computation. The computation of DEPS does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings.

NOTE 2. - WORK IN PROGRESS


 

  Revenue Recognition

The Company recognizes revenue in accordance with Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements", as revised by SAB 104. As such, the Company recognizes revenue when persuasive evidence of an arrangement exists, title transfer has occurred, the price is fixed or readily determinable and collectibility is probable. Sales are recorded net of sales discounts.

Fireline recognizes revenue from its jobs using the percentage of completion method for financial reporting purposes. Under the percentage of completion method, revenues with respect to individual contracts are recognized in the proportion that costs incurred to date bear to total estimated costs. Revenue and costs estimates are subject to revision during the terms of the contracts and any required adjustments are made in the periods in which the revisions become known. General and administrative costs are not allocated to contract costs and are charged to expense as incurred.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment is summarized as follows at June 30, 2006:

Machinery and equipment    $ 1,102,440
Vehicles and trucks  753,040
Furniture and office equipment       262,670
   2,118,150
Accumulated depreciation     (539,881)
  $ 1,578,269
=======

Depreciation and amortization expense for property and equipment for the six months ended June 30, 2006 and 2005  was $155,754 and $63,000 respectively.

NOTE 4 - LINE OF CREDIT

During September 2004, the Company entered into a line of credit agreement with a financial institution. No amounts were advanced under this line of credit through December 31, 2004.  During March 2005 the line of credit was amended and the available credit was increased to $3,500,000. In July 2005 the line of credit was amended and the available credit was increased to $5,000,000. Further in December 2005 the line of credit was amended and the available credit was increased to $10,000,000 The revolving line of credit is guaranteed by the stockholder of the Company and secured by all of the Company's accounts receivable, an assignment of a life insurance policy on the stockholder of not less than $6,000,000, and contains a provision that requires the Company to maintain certain financial and other covenants. The Company believes that it is in compliance with the covenants and to date has not been notified by the financial institution of any instances of default. The line of credit bears interest at the rate of prime plus 1/2% (8.5% at June 30, 2006) and is due on demand.

The Company may borrow the lesser of $10,000,000 or the collateral value. The loan collateral value is defined as 70% of eligible accounts receivable which are not more than 120 days outstanding from the original invoice date. As of June 30, 2006,, the balance outstanding under the line of credit was $8,667,162.

NOTE 5 - LONG-TERM DEBT

Ling-term debt consists of the following at June 30, 2006:  
   
Term loan with a financial institution with interest at prime plus .5%,  
 (7.75% at June 30, 2006) Monthly payments of $12,507, due in September 2007,  
 Secured by accounts receivable and equipment   $        177,863
   
Term loan with a financial institution with interest at prime plus 1%,  
 (7.75% at December 3, 2005) Monthly payments of interest only, due in November  2006,  
 Secured by accounts receivable   $    5,000,000
   
Term loan with a financial institution with interest at 7.75%,  
 Monthly payments of $2,325, due in September 2009,  
 Secured by equipment     79,664
   
Term loan with a financial institution with interest at 7.75%,  
 Monthly payments of $706, due in September 2009,  
 Secured by equipment    24,684
   
Term loan with a financial institution with interest at 7.5%,  
 Monthly payments of $485, due in December 2007,  
 Secured by automotive equipment    8,215
   
Term loan with a financial institution with interest at 9.25%,  
 Monthly payments of $4,797, due in July 2008,  
 Secured by automotive equipment     104,549
   
Term loan with a financial institution with interest at 8.75%,  
 Monthly payments of $706, due in October 2008,  
 Secured by equipment   422,734
   
Tem loan for automotive equipment with interest at 7.85%  
 due July 2009, secured by automotive equipment              20,770
   858,211
Less: current portion          (415,500)
   $      442,711
=======

 


 

 

NOTE 6- RELATED PARTY TRANSACTIONS

The Company is involved in various related party transactions. These transactions are summarized as follows:

The Company leases an aircraft from an entity controlled by its stockholder pursuant to a 1 year operating lease entered into during December 2005. The lease requires monthly payments of $37,500.

The Company leases a Building from an entity controlled by its stockholder.  The lease requires monthly payments of $5,600.

Amounts due to/(from) related parties are as follows at June 30, 2006:

BSR Electrical  $   43,502
MIG, Inc. 358,300
Total Remediation, Inc.      166,579
  $  568,381
======

Amounts paid to related parties for various services were as follows during the six months ended June 30:

  

  2006  2005
BSR Electrical   $   694,665 $  831,296
MTM Enterprises   442,100 360,657
MIG, Inc.    314,700 542,380
Marshall Aviation   209,975  -    
Total Remediation, Inc.      213,000    129,600
  $ 1,874,440
======
$1,863,933
======

All of the above entities are controlled by the Company's shareholder.

NOTE 7- SUBSEQUENT EVENTS (UNAUDITED)

On July 1, 2006, the Company entered into a lease for a building from an entity controlled by its stockholder. The lease requires monthly payments of $5,600 and is for a term of five years ending in June, 2001.

The Company amended its lease of an aircraft from an entity controlled by its stockholder during July 2006 extending the lease to June 2007. The amended lease requires monthly payments of $70,000.

Subsequent to June 30, 2006, the Company entered into various operating leases for terms through January, 2009 at monthly rentals aggregating approximately $5,667 or $204,000 in the aggregate.

On July 31, 2006, Home Solutions of America, Inc. agreed to purchase of the issued and outstanding shares of the Company from its sole shareholder in exchange for $11,450,000 in cash, an unsecured note in the amount of $21,650,000 (subject to a reduction if certain of the Company's accounts receivable are not collected on or before June 30, 2007) and 4,000,000 shares of Home Solutions of America, Inc. common stock. In addition, the Company's shareholder was paid $50,000 in exchange for his agreement not to compete with Home Solutions of America, Inc.

NOTE 8 - LITIGATION, COMMITMENTS AND CONTINGENCIES

Litigation

The nature and scope of the Company's business operations bring it into regular contact with the general public, a variety of businesses and government agencies. These activities inherently subject the Company to potential litigation, which are defended in the normal course of business. At December 31, 2005, there were various claims and disputes incidental to the business. The Company believes that the disposition of all such claims and disputes, individually or in the aggregate, should not have a material adverse affect upon the Company's financial position, results of operations or cash flows.