EX-99.2 2 dex992.htm AUDITED BALANCE SHEET OF APPLIED GRAPHICS, INC Audited balance sheet of Applied Graphics, Inc

Exhibit 99.2

Applied Graphics, Inc.

Financial Statements

Year Ended October 31, 2005

Contents

 

Report of Independent Auditors    1
Financial Statements   
Balance Sheet    2
Statement of Operations    3
Statement of Stockholders’ Equity    4
Statement of Cash Flows    5
Notes to Financial Statements    6


Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Applied Graphics, Inc.

We have audited the accompanying balance sheet of Applied Graphics, Inc. as of October 31, 2005, and the related statement of operations, stockholders’ equity, and cash flows for the year then ended. 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 audit.

We conducted our audit 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 audit provides 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 Applied Graphics, Inc. as of October 31, 2005, and the results of its operations, stockholders’ equity and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

 

/s/ Smith, Lange & Phillips LLP

San Francisco, California

September 29, 2006

 

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Applied Graphics, Inc.

Balance Sheet

October 31, 2005

 

Assets

  

Current assets:

  

Accounts receivable, net of allowance for doubtful accounts of $30,000

   $  4,590,156

Inventory

     592,095

Employee advances

     127,310

Prepaid expenses

     84,424

Deferred tax asset

     123,990
      

Total current assets

     5,517,975

Property and equipment, net

     359,495

Other assets:

  

Employee advances

     112,500

Deposits

     45,378

Cash surrender value of life insurance

     647,615

Goodwill

     220,961
      
     1,026,454
      

Total assets

   $ 6,903,924
      

Liabilities and stockholders’ equity

  

Current liabilities:

  

Accounts payable—trade

   $ 1,243,625

Line of credit

     2,100,858

Customer deposits

     43,862

Income taxes payable

     14,790

Current portion of capital lease obligations

     12,961

Accrued expenses

     1,542,154
      

Total current liabilities

     4,958,250

Capital lease obligations, less current portion

     13,715

Deferred tax liability

     71,250

Commitments and contingencies

     225,000

Notes payable – related party

     150,000
      

Total liabilities

     5,418,215
      

Stockholders’ equity:

  

Class A, common stock, $1 par value, 4,000 units authorized, 3,795 shares issued and outstanding

     3,795

Additional paid-in capital

     265,412

Retained earnings

     1,216,502
      

Total stockholders’ equity

     1,485,709
      

Total liabilities and stockholders’ equity

   $ 6,903,924
      

See accompanying notes to financial statements.

 

2


Applied Graphics, Inc.

Statement of Operations

Year Ended October 31, 2005

 

Revenue    $  30,104,243  

Cost of goods sold

     19,822,569  
        

Gross profit

     10,281,674  

Operating expenses:

  

Selling, general, and administrative expenses

     9,684,421  

Depreciation

     148,779  
        

Income from operations

     448,474  

Other income (expense):

  

Other income

     13,346  

Interest expense

     (155,422 )
        

Total other expense

     (142,076 )
        

Income before taxes

     306,398  

Income tax expense

     (139,792 )
        

Net income

   $ 166,606  
        

See accompanying notes to financial statements.

 

3


Applied Graphics, Inc.

Statement of Stockholders’ Equity

Year Ended October 31, 2005

 

     Common A   

Additional Paid-

in Capital

  

Retained

Earnings

   Total
     Shares    Amount         

Balance at November 1, 2004

   3,795    $ 3,795    $  265,412    $ 1,049,896    $ 1,319,103

Net income

   —        —           166,606      166,606
                                

Balance at October 31, 2005

   3,795    $ 3,795    $ 265,412    $ 1,216,502    $ 1,485,709
                                

See accompanying notes to financial statements.

 

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Applied Graphics, Inc

Statement of Cash Flows

Year Ended October 31, 2005

 

Cash flows from operating activities

  

Net income

   $ 166,606  

Adjustments to reconcile net income to net cash used in operating activities:

  

Depreciation

     148,779  

Change in assets:

  

Accounts receivable

     (217,296 )

Inventory

     (232,743 )

Employee advances

     (177,577 )

Prepaid expenses and other

     16,744  

Change in liabilities:

  

Accounts payable

     109,731  

Accrued expenses and other

     138,186  
        

Net cash used in operating activities

     (47,570 )
Cash flows from investing activities   

Purchases of property and equipment

     (123,774 )
Cash flows from financing activities   

Net line of credit borrowings

     241,869  

Payments on capital lease obligations

     (20,525 )

Payments of distributions

     (50,000 )
        

Net cash provided by financing activities

     171,344  
        

Change in cash and cash equivalents

     —    

Cash and cash equivalents, beginning of year

     —    
        

Cash and cash equivalents, end of year

   $ —    
        
Supplemental disclosure of cash flow information   

Cash paid during the year for taxes

   $ 253,760  

Cash paid during the year for interest

   $ 155,422  

See accompanying notes to financial statements.

 

5


Applied Graphics, Inc.

Notes to Financial Statements

October 31, 2005

1. Description of the Business

Applied Graphics, Inc. (the Company) consists of eleven business locations, which provide business forms, products, custom printing and specialty promotional items to businesses and individuals. The Company analyzes, competitively bids, procures, manages and executes production programs on behalf of clients and serves as a complete outsource for the back-end execution of all their marketing efforts.

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

Revenue is recognized when the product is shipped from a third party to the customer, which is the time that title transfers. In accordance with EITF Issue 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent, the Company recognizes revenue on a gross basis, as opposed to a net basis similar to a commission arrangement, because we bear the risks and benefits associated with revenue-generated activities by: (1) acting as a principal in the transaction; (2) establishing prices; (3) being responsible for fulfillment of the order; (4) taking the risk of loss for collection, delivery and returns; and (5) marketing our products, among other things.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.

Accounts Receivable

Accounts receivable are uncollateralized customer obligations due under normal trade terms. Invoices require payment within 30 to 60 days from the invoice date. Accounts receivable are stated at the amount billed to the customer. Customer account balances with invoices dated over 90 days old are considered delinquent. Interest is not accrued on outstanding balances.

The carrying amount of accounts receivable is reduced by a valuation allowance that reflects management’s best estimate of the amounts that will not be collected. Management individually reviews all accounts receivable balances and, based on an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. Fully reserved receivables are reviewed on a monthly basis and uncollectible accounts are written off when all reasonable collection efforts have been exhausted.

Inventory

Inventory is stated at the lower of cost or market. Cost is determined by the first-in, first-out method, and market represents the lower of replacement cost or estimated realizable value. Inventory consists primarily of finished goods.

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. The estimated useful lives, by asset class, are as follows:

 

Leasehold improvements

   15 years

Computer equipment

   3 -5 years

Furniture and fixtures

   7 years

Goodwill

Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. In accordance with Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, goodwill is not amortized, but instead is tested for impairment annually, or more frequently if circumstances indicate a possible impairment may exist. The Company evaluates the recoverability of goodwill using a two-step impairment test. For goodwill impairment review purposes, the Company has one reporting unit. In the first step, the fair value for the Company is compared to its book value

 

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including goodwill. In the case that the fair value is less than the book value, a second step is performed which compares the implied fair value of goodwill to the book value of the goodwill. The fair value for the goodwill is determined based on the difference between the fair values and the net book values of the identifiable assets and liabilities. If the implied fair value of the goodwill is less than the book value, the difference is recognized as an impairment.

Shipping and Handling Costs

Shipping and handling costs are classified in cost of sales in the statement of operations.

Income Taxes

The Company records its income tax liability in accordance with Financial Accounting Standards Board Statement 109 (“FAS 109”), Accounting for Income Taxes. Under the provisions of FAS 109, an entity recognizes deferred tax assets and liabilities for future tax consequences of events that have been previously recognized in the Company’s financial statements or tax returns. The primary differences relate to depreciation and amortization differences, inventory capitalization and state tax deductions. Deferred tax assets are recognized for deductible temporary differences, with a valuation allowance established against the resulting assets to the extent it is more likely than not that the related tax benefit will not be realized. The measurement of deferred tax assets and liabilities is based on provisions on the enacted tax law; the effects of future changes in tax laws or rates are not anticipated.

Advertising

Costs of advertising, which are expensed as incurred by the Company, were $10,384 for the year ended October 31, 2005.

3. Property and Equipment

Property and equipment at October 31, 2005, consisted of the following:

 

     2005  

Computer equipment

   $ 431,555  

Leasehold improvements

     16,462  

Furniture and fixtures

     306,646  
        
     754,663  

Less accumulated depreciation

     (395,168 )
        
   $ 359,495  
        

4. Line of Credit

During 2005, the Company entered into a $3,050,000 line of credit with a bank that matures in April 2006. Outstanding borrowings under the line of credit were $2,100,858 at October 31, 2005. Interest is payable monthly at the prime rate (6.75% at October 31, 2005). The note is collateralized by substantially all of the Company’s assets and personally guaranteed by an existing shareholder. The Company is required to comply with certain financial and nonfinancial covenants.

5. Income Taxes

The provision for income taxes consists of the following components:

 

    

Year Ended

October 31, 2005

 

Current

  

Federal

   $ 178,007  

State

     42,863  
        

Total current

     220,870  
        

Deferred

  

Federal

     (63,548 )

State

     (17,530 )
        

Total deferred

     (81,078 )
        

Income tax expense

   $ 139,792  
        

 

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The provision for income taxes for the twelve months ended October 31, 2005, differs from the amount computed by applying the U.S. federal income tax rate of 34% to pretax income because of the effect of the following items:

 

     Twelve Months Ended
October 31, 2005

Tax expense at U.S. federal income tax rate

   $ 104,175

State income taxes, net of federal income tax effect

     16,998

Nondeductible expenses and other

     18,619
      

Income tax expense

   $ 139,792
      

At October 31, 2005, the Company’s deferred tax assets and liabilities consisted of the following:

 

     October 31, 2005  

Current deferred tax assets:

  

Reserves and allowances

   $ 109,242  

Other

     14,748  
        

Total current deferred tax assets

     123,990  
        

Noncurrent deferred tax assets:

  

Other

     1,185  
        

Total noncurrent deferred tax assets

     1,185  
        

Total deferred tax assets

     125,175  
        

Noncurrent deferred tax liabilities:

  

Fixed assets

     (72,435 )
        

Total deferred tax liabilities

     (72,435 )
        

Net deferred tax asset

   $ 52,740  
        

Net current deferred tax asset

   $ 123,990  

Net noncurrent deferred tax liability

     (71,250 )
        

Net deferred tax asset

   $ 52,740  
        

6. Commitments and Contingencies

Lease Commitments

During 2004, the Company entered into a capital lease for furniture and computer equipment that may be purchased for a nominal amount upon expiration of the lease in October 2007. Monthly payments are $1,178. The cost and accumulated depreciation of the capital leases included in furniture and fixtures at October 31, 2005, was $38,924 and $7,142, respectively. Amortization of the related assets is included in depreciation in the accompanying statement of operations.

During 2004 and 2005, the Company renewed various operating lease agreements for existing facilities. The lease agreements have varying expiration dates through November 2010, and require escalating base monthly rental payments ranging from $636 to $15,000, plus an additional monthly rental payment for real estate taxes and common area maintenance fees related to the building.

Total rent expense for the year ended October 31, 2005 was $520,592.

 

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Minimum annual rental payments are as follows:

 

    

Capital

Leases

   

Operating

Leases

Years Ending October 31,

    

2006

   $ 14,139     $ 594,408

2007

     14,134       321,882

2008

       223,205

2009

       198,119

2010

       102,480

Thereafter

       8,330
              

Total minimum lease payments

     28,273     $ 1,448,424
        

Less amounts representing interest

     (1,597 )  
          
   $ 26,676    
          

Sales tax

The Company is currently undergoing a sales tax audit by a state tax authority. The Company has determined that it is probable that they will be responsible for additional sales tax and has determined an estimated amount based on a draft report issued by the sales tax auditor. As of October 31, 2005, the Company has accrued an estimated liability of $225,000.

7. Concentration of Credit Risk

The Company maintains its cash balances in various financial institutions located in the United States. The balances are insured by the Federal Deposit Insurance Corporation up to $100,000 per institution.

8. Benefit Plans

The Company sponsors a 401(k) savings plan, covering all of the Company’s employees. Employees may contribute a percentage of eligible compensation on both a before-tax basis and after-tax basis. The Company has the right to make discretionary contributions to the plan. For the year ended October 31, 2005, the Company had contributed $80,377 to the plan.

9. Related-Party Transactions

The Company leases office space from a partnership which includes certain shareholders of the Company. For the year ended October 31, 2005, the Company paid total rent of $172,000 to the partnership.

As of October 31, 2005, the Company had notes payable of $150,000 from its shareholders. The notes are due on December 31, 2006, and bear interest at 12% per annum. The notes were paid off on June 20, 2006.

 

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