EX-99.3 4 y00663exv99w3.htm EX-99.3: AUDITED BALANCE SHEETS EX-99.3
Exhibit 99.3
To the Board of Directors of
Interactive Therapy Group Consultants, Inc.
We have audited the accompanying balance sheets of Interactive Therapy Group Consultants, Inc. (an S corporation) as of December 31, 2007 and 2006 and the related statements of operations and accumulated deficit and cash flows for the years 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 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 Interactive Therapy Group Consultants, Inc. as of December 31, 2007 and 2006, 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.
/s/ Christopher L. Rauscher, C.P.A., P.C.
Fayetteville, NY
June 3, 2008

F-8


 

INTERACTIVE THERAPY GROUP CONSULTANTS, INC.
Balance Sheets
                 
    December 31,  
    2007     2006  
Assets
               
 
Current assets:
               
Cash and cash equivalents
  $ 194,793     $ 11,055  
Accounts receivable
    683,277       965,515  
Prepaid expenses and other current assets
    10,524       10,524  
 
           
Total current assets
    888,594       987,094  
Property and equipment, net
    259,282       355,577  
Other assets
    15,145       23,973  
 
           
Total assets
  $ 1,163,021     $ 1,366,644  
 
           
Liabilities and Stockholders’ Deficiency
               
 
Current liabilities:
               
Accounts payable
  $ 113,511     $ 121,526  
Accrued expenses
    303,312       399,681  
Beacon Federal line of credit
    698,285       195,000  
Note payable — Beacon Federal
    111,816       102,295  
Note payable — Bankers Healthcare Group
    4,587        
Capital lease obligations — current
    29,986       50,910  
 
           
Total current liabilities
    1,261,497       869,412  
 
           
Long-term liabilities:
               
Note payable — Beacon Federal, net of current portion
    367,512       480,910  
Note payable — Bankers Healthcare Group, net of current portion
    50,208        
Capital lease obligations, net of current portion
    43,520       109,511  
 
           
Total long-term liabilities
    461,240       590,421  
 
           
 
Commitments
               
 
Stockholders’ deficiency:
               
Common stock, no par value. Authorized 200 shares; 51 shares issued and outstanding
           
Accumulated deficit
    (559,716 )     (93,189 )
 
           
Total stockholders’ deficiency
    (559,716 )     (93,189 )
 
           
Total liabilities and stockholders’ deficiency
  $ 1,163,021     $ 1,366,644  
 
           
See accompanying notes to financial statements.

F-9


 

INTERACTIVE THERAPY GROUP CONSULTANTS, INC.
Statements of Operations and Accumulated Deficit
                 
    For the years ended  
    December 31,  
    2007     2006  
Revenues
  $ 5,694,683     $ 6,937,909  
Cost of services
    3,977,999       5,287,073  
 
           
Gross profit
    1,716,684       1,650,836  
Selling, general and administrative expenses
    2,022,583       1,752,941  
 
           
Loss from operations
    (305,899 )     (102,105 )
Other expenses:
               
Interest expense
    88,199       59,027  
 
           
Net loss
    (394,098 )     (161,132 )
Retained earnings (Accumulated deficit), beginning of year
    (93,189 )     199,924  
Distributions to stockholders
    (72,429 )     (131,981 )
 
           
Accumulated deficit, end of year
  $ (559,716 )   $ (93,189 )
 
           
See accompanying notes to financial statements.

F-10


 

INTERACTIVE THERAPY GROUP CONSULTANTS, INC.
Statements of Cash Flows
                 
    For the years ended  
    December 31,  
    2007     2006  
Cash flows from operating activities:
               
Net loss
  $ (394,098 )   $ (161,132 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Depreciation
    84,374       74,608  
Changes in operating assets and liabilities:
               
Accounts receivable
    282,238       (610,093 )
Prepaid expenses and other current assets
          1,063  
Other assets
    8,828       (12,974 )
Accounts payable
    (8,013 )     84,103  
Accrued expenses
    (96,368 )     (216,844 )
 
           
Net cash used in operating activities
    (123,039 )     (841,269 )
 
           
Cash flows from investing activities:
               
Capital expenditures
    (21,656 )     (85,085 )
 
           
Net cash used in investing activities
    (21,656 )     (85,085 )
 
           
Cash flows provided by financing activities:
               
Net proceeds from notes payable
    400,862       742,531  
Distributions to shareholders
    (72,429 )     (131,981 )
 
           
Net cash provided by financing activities
    328,433       610,550  
 
           
Net increase (decrease) in cash and cash equivalents
    183,738       (315,804 )
Cash and cash equivalents — beginning of year
    11,055       326,859  
 
           
Cash and cash equivalents — end of year
  $ 194,793     $ 11,055  
 
           
 
               
Supplemental disclosure:
               
Cash paid for interest
  $ 88,199     $ 59,027  
 
           
See accompanying notes to financial statements.

F-11


 

Interactive Therapy Group Consultants, Inc.
Notes to Financial Statements
Years Ended December 31, 2007 and 2006
(1)   Summary of Significant Accounting Policies
  (a)   Nature of Business
 
      Interactive Therapy Group Consultants, Inc. (the “Company”), formally CNY Speech-Language Consultants, Inc., founded in 1996, provides a comprehensive range of services to children with developmental delays and disabilities including diagnosis and treatment of speech and language pathology, occupational therapy, physical therapy, speech education and psychology to schools and preschools.
 
  (b)   Revenue Recognition
 
      The Company recognizes revenue for services rendered when there is evidence of billable time expended and recoverability is reasonably assured.
 
  (c)   Cash and Cash Equivalents
 
      All highly liquid investments with a maturity of three months or less at the date of purchase are considered to be cash equivalents. From time to time, the Company invests its excess cash in money market accounts that are stated at cost and approximate market value.
 
  (d)   Property and Equipment
 
      Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Amortization of leasehold improvements is provided using the straight-line method over the shorter of the estimated life of the improvement or the term of the lease, whichever is shorter.
 
  (e)   Income Taxes
 
      For Federal and state income tax reporting purposes, the Company has elected “S” corporation status. This election provides that, in lieu of corporate income taxes, the stockholders are taxed on the Company’s taxable income on their respective individual income tax returns. Accordingly, there is no provision for Federal income taxes in the accompanying combined financial statements. The Company remains subject to certain state and local taxes.
 
  (f)   Concentration of Credit Risk
 
      Service revenue is concentrated with a limited number of clients throughout New York State; municipalities within New York State provide substantial and significant revenue to the Company. This concentration of customers may impact the Company’s overall exposure to credit risk, either positively or negatively, in that the Company’s customers may be similarly affected by changes in economic or other conditions in New York State.
 
  (g)   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 the disclosure of contingent assets and liabilities at

F-12


 

Interactive Therapy Group Consultants, Inc.
Notes to Financial Statements
Years Ended December 31, 2007 and 2006
      the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.
(2)   Property and Equipment
 
    Property and equipment consists of the following at December 31, 2007 and 2006:
                     
                    Estimated
    2007     2006     useful life
Equipment and furniture
  $ 154,268     $ 160,066     5 years
Capitalized leases
    162,680       196,256     5 years
Software
    232,002       218,811     5 to 15 years
Leasehold improvements
    4,962           2 years
 
               
 
    553,912       575,133      
Less accumulated depreciation
    (294,630 )     (219,556 )    
 
               
 
  $ 259,282     $ 355,577      
 
               
    Depreciation and amortization expense for the years ended December 31, 2007 and 2006 amounted to $84,374 and $74,608, respectively.
 
(3)   Beacon Federal Line of Credit
 
    On September 14, 2007, the Company re-negotiated its credit facility with Beacon Federal, a Federal savings association (the “Beacon Credit Facility”), to provide for a $700,000 revolving credit line. The facility expires on December 15, 2008, as amended. Borrowings under the Beacon Credit Facility may be used to restructure and replace existing lines of credit and/or to provide working capital to the Company. The Beacon Credit Facility contains customary event-of-default provisions and is secured by a first priority perfected lien on the Company’s accounts receivable, general intangibles, equipment and chattel paper and the personal guarantee of the spouse of the Company’s majority stockholder. Borrowings bear interest at a variable rate based on the published prime rate plus 1.00%. As of December 31, 2007, the Company had $698,285 outstanding under the Beacon Credit Facility.
 
(4)   Notes Payable — Beacon Federal
 
    On October 20, 2006, the Company entered into a five-year note payable in the amount of $600,000, payable in monthly installments of $12,083 plus interest at 7.60% per annum. The note is secured by all assets of the Company with personal guarantees from the majority stockholder and his spouse. As of December 31, 2007, the note payable had an outstanding balance of $479,328.
 
(5)   Note Payable — Bankers Healthcare Group
 
    On September 1, 2007, the Company entered into a seven-year note payable with Bankers Healthcare Group, Inc. in the amount of $55,817, including closing costs. The note is payable in monthly installments of $1,172 and bears interest at 18%. The note is secured by personal guarantees from the majority shareholder and his spouse.

F-13


 

Interactive Therapy Group Consultants, Inc.
Notes to Financial Statements
Years Ended December 31, 2007 and 2006
(6)   Capital Lease Obligations
 
    Future minimum lease payments under capital leases as of December 31, 2007 are as follows:
         
2008
  $ 31,915  
2009
    21,523  
2010
    21,523  
2011
    9,383  
 
     
Total minimum lease payments
    84,344  
Less: Amounts representing interest
    (10,838 )
 
     
Present value of minimum lease payments
    73,506  
Less: Current portion
    (29,986 )
 
     
Long-term portion of capital leases
  $ 43,520  
 
     
(7)   Related Party Transactions
 
    The Company rented office space for its corporate headquarters from KC Ventures LLC (“KCV”), a sole member New York State Limited Liability Company owned by the spouse of the Company’s majority stockholder, at a fixed cost which approximated fair market value. Rent expense paid to KCV for the years ended December 31, 2007 and 2006 was $117,440 and $100,250, respectively. KCV sold this property in January 2008.
 
(8) Major Customers
 
    During the years ended December 31, 2007 and 2006, the Company had three customers that accounted for 20% and 23%, 17% and 21% and 17% and 15% of revenues, respectively. In addition, the Company had a fourth customer that accounted for 17% of revenues during the year ended December 31, 2007.
 
(9)   Retirement Plan
 
    The Company sponsors a retirement plan pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”), for all employees meeting certain service requirements. Participants may contribute a percentage of compensation not to exceed the maximum allowed under the Code. The Company did not make any matching contributions during the years ended December 31, 2007 and 2006.
 
(10)   Commitments and Contingencies
  (a)   Legal Matters
 
      The New York State Insurance Fund has alleged that the Company has not paid premiums in the amount of $81,354. This claim is presently in review and arises over a dispute over the proper classification of employees for workers compensation purposes. The Company has retained counsel to appeal the proper classification of employees before the New York State Compensation Ratings Board. The Company is of the opinion that the ultimate disposition of this matter will not have a material adverse effect on its financial position.

F-14


 

Interactive Therapy Group Consultants, Inc.
Notes to Financial Statements
Years Ended December 31, 2007 and 2006
  (b)   Operating Leases
 
      Rental expense under leases for office space that expire in April 2013 amounted to $262,262 and $242,240, inclusive of rent expense of $117,440 and $100,250 paid to a related party, for the years ended December 31, 2007 and 2006, respectively. Minimum lease payments under noncancelable operating leases for each of the five succeeding years and in the aggregate under these leases as of December 31, 2007 are as follows:
         
2008
  $ 143,000  
2009
    148,000  
2010
    117,000  
2011
    55,000  
2012
    55,000  
thereafter
    18,000  
 
     
Total minimum lease payments
  $ 536,000  
 
     
(11)   Subsequent Events
 
    The majority shareholder of the Company has entered into a Letter of Intent to sell all of the shares of outstanding stock of the Company to a publicly-traded entity pursuant to the execution and delivery of a definitive Stock Purchase Agreement. The transaction is expected to be completed in September 2008.

F-15