EX-99.2 3 a12-17103_1ex99d2.htm EX-99.2

Exhibit 99.2

 

BIOS INTERNATIONAL CORPORATION

 

Condensed Financial Statements

March 31, 2012 and 2011

 



 

BIOS INTERNATIONAL CORPORATION

 

Table of Contents

 

 

Page

Condensed Financial Statements

 

 

 

Condensed Balance Sheets (Unaudited)

1

 

 

Condensed Statements of Income (Unaudited)

2

 

 

Condensed Statements of Cash Flows (Unaudited)

3

 

 

Notes to Condensed Financial Statements (Unaudited)

4

 



 

BIOS INTERNATIONAL CORPORATION

 

Condensed Balance Sheets (Unaudited)

 

 

 

March 31,

 

 

 

2012

 

2011

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

271,630

 

$

603,908

 

Accounts receivable

 

649,688

 

586,493

 

Inventory, net

 

792,683

 

694,798

 

Total current assets

 

1,714,001

 

1,885,199

 

Non-current assets

 

 

 

 

 

Property and equipment, net

 

72,643

 

32,337

 

Other long term assets

 

28,506

 

26,763

 

Total non-current assets

 

101,149

 

59,100

 

Total assets

 

$

1,815,150

 

$

1,944,299

 

 

 

 

 

 

 

Liabilities and Stockholder’s Equity

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 

$

81,652

 

$

84,111

 

Accrued expenses

 

87,718

 

215,127

 

Total current liabilities

 

169,370

 

299,238

 

Total liabilities

 

169,370

 

299,238

 

Commitments and contingencies (Note 4)

 

 

 

 

 

Stockholder’s equity

 

 

 

 

 

Common stock, $10 par value, 1,000 shares authorized, issued, and outstanding

 

10,000

 

10,000

 

Retained earnings

 

1,635,780

 

1,635,061

 

Total stockholder’s equity

 

1,645,780

 

1,645,061

 

Total liabilities and stockholder’s equity

 

$

1,815,150

 

$

1,944,299

 

 

See notes to financial statements.

 

1



 

BIOS INTERNATIONAL CORPORATION

 

Condensed Statements of Income (Unaudited)

 

 

 

For the Three Month Period Ended

 

 

 

March 31,

 

 

 

2012

 

2011

 

Revenues

 

$

1,527,597

 

$

1,365,796

 

Cost of revenue

 

741,151

 

575,540

 

Gross profit

 

786,446

 

790,256

 

Operating expenses

 

 

 

 

 

General and administrative

 

288,740

 

309,889

 

Research and development

 

110,701

 

140,556

 

Selling

 

67,591

 

50,967

 

Total operating expenses

 

467,032

 

501,412

 

Other income

 

 

 

 

 

Other income

 

(408

)

(992

)

Total other income

 

(408

)

(992

)

Net income

 

$

319,822

 

$

289,836

 

 

See notes to financial statements.

 

2



 

BIOS INTERNATIONAL CORPORATION

 

Condensed Statements of Cash Flows (Unaudited)

 

 

 

For the Three Month Period Ended

 

 

 

March 31,

 

 

 

2012

 

2011

 

Cash flows from operating activities

 

 

 

 

 

Net income

 

$

319,822

 

$

289,836

 

Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities

 

 

 

 

 

Depreciation and amortization

 

2,395

 

1,583

 

Changes in assets and liabilities

 

 

 

 

 

Accounts receivable

 

156,803

 

63,285

 

Inventory

 

127,433

 

46,585

 

Other current assets

 

16,146

 

 

Other long term assets

 

487

 

 

Accounts payable

 

(25,516

)

(11,053

)

Accrued expenses

 

(58,859

)

78,500

 

 

 

218,889

 

178,900

 

Net cash and cash equivalents provided by operating activities

 

538,711

 

468,736

 

Cash flows from investing activities

 

 

 

 

 

Purchase of property and equipment

 

(7,401

)

 

Net cash and cash equivalents used in investing activities

 

(7,401

)

 

Cash flows from financing activities

 

 

 

 

 

Distributions to owners

 

(300,000

)

(233,000

)

Stockholder loan repayment

 

 

 

Net cash and cash equivalents used in financing activities

 

(300,000

)

(233,000

)

Net increase in cash and cash equivalents

 

231,310

 

235,736

 

Cash and cash equivalents - beginning of year

 

40,320

 

368,172

 

Cash and cash equivalents - end of year

 

$

271,630

 

$

603,908

 

 

See notes to financial statements.

 

3



 

BIOS INTERNATIONAL CORPORATION

 

Notes to Condensed Financial Statements

 

Note 1 - Description of Business and Summary of Significant Accounting Policies

 

Bios International Corp (“Bios”) was established in 1991.  Bios International is a recognized manufacturer of gas flow measurement, providing the industry’s most reliable products, service and solutions for professionals in environmental protection, workplace safety, industrial process control and laboratory calibration.  The Company serves its customers directly and through a vast network of distributors across the globe.

 

Accounts Receivable

 

The Company estimates an allowance for doubtful accounts based on overall historic write-offs, the age of receivable balances, and the payment history and creditworthiness of the customer.  The losses ultimately incurred could differ materially in the near term from the amounts estimated in determining the allowance.  As of March 31, 2012 and 2011, the Company determined that no allowance was necessary as all accounts were deemed fully collectible.

 

For product sold, payments by customers to the Company for shipping and handling costs are included in revenue on the statements of income, while the Company’s expense is included in cost of revenue.  Shipping and handling for inventory and materials purchased by the Company is included as a component of inventory on the balance sheets, and in cost of revenue when the product is sold.

 

Note 2 - Related Party Transactions

 

The Company pays the owner of the Company royalties for the use of patented technology.  The related expense is recorded as cost of revenue within the statements of income for the three month period ended March 31, 2012.

 

Note 3 - Inventory

 

Inventories are summarized as follows:

 

 

 

March 31,

 

 

 

2012

 

2011

 

Finished goods and raw materials

 

$

798,684

 

$

698,516

 

Inventory reserve

 

(6,001

)

(3,718

)

 

 

$

792,683

 

$

694,798

 

 

Finished goods include raw materials, direct labor, and manufacturing overhead at March 31, 2012 and 2011.

 

4



 

BIOS INTERNATIONAL CORPORATION

 

Notes to Condensed Financial Statements

 

Note 4 - Commitments and Contingencies

 

Operating Leases

 

The Company leases equipment, storage and vehicles under non-cancelable operating leases.  Rent expense for the three month period ended March 31, 2012 and 2011 was $61,279 and $44,032, respectively.

 

Future minimum lease payments under these leases are approximately as follows:

 

Year Ending March 31,

 

 

 

2012

 

$

135,000

 

2013

 

180,000

 

2014

 

180,000

 

2015

 

15,000

 

 

 

$

510,000

 

 

Litigation

 

In the normal course of business, the Company is party to litigation from time to time.  The Company maintains insurance to cover certain actions and believes that resolution of such litigation will not have a material adverse effect on the Company.

 

Note 5 - Subsequent Events

 

On May 15, 2012, the Company was acquired by Mesa Laboratories, Inc. (“Mesa”).  Under the terms of the acquisition, certain assets and liabilities of the Company were acquired for a cash payment of $16,660,000, which includes $1 million held in escrow, and contingent consideration of up to $6,710,000 depending on the results of a three-year earn period.

 

The Company has evaluated all subsequent events through July 20, 2012, which is the date the financial statements were available to be issued.

 

5