EX-99.2 3 ex99_2.htm
Exhibit 99.2
 
 
 

 



DC&M PARTNERS, L.L.C.


UNAUDITED CONDENSED FINANCIAL STATEMENTS


For the three and six months ended June 30, 2016
 
 
 
 
Exhibit 99.2 -- Page 1




DC&M PARTNERS, L.L.C.
 
FINANCIAL STATEMENTS
 
TABLE OF CONTENTS

 
 
 

 
Page
 
 
 
 
FINANCIAL STATEMENTS
 
 
 
Unaudited Condensed Balance Sheets for the Six Months Ended June 30, 2015 and 2016           
3
 
 
Unaudited Condensed Statements of Income and Comprehensive Income for the
Three and Six Months Ended June 30, 2015 and 2016
 4
 
 
Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2015 and 2016
 5
 
 
Notes to Unaudited Condensed Financial Statements                                                                                                                              
 6-12


 
 
 
 
Exhibit 99.2 -- Page 2

 
 
 


 
DC&M PARTNERS, L.L.C.
Unaudited Condensed Balance Sheets
 
     
June 30,
 
     
2016
     
2015
 
ASSETS                
CURRENT ASSETS                
Cash
 
$
2,570,828
   
$
1,168,970
 
Accounts receivable, net
   
3,206,166
     
3,745,437
 
Prepaid expenses
   
21,000
     
27,663
 
TOTAL CURRENT ASSETS
   
5,797,994
     
4,942,070
 
                 
PROPERTY AND EQUIPMENT, NET
   
4,141
     
1,865
 
                     
OTHER ASSETS
                  
Security deposits
   
1,263
     
1,263
 
Note receivable from member
   
-
     
34,925
 
Other assets
   
-
     
11,138
 
TOTAL OTHER ASSETS
   
1,263
     
47,326
 
                     
TOTAL ASSETS
 
$
5,803,398
   
$
4,991,261
 
                     
LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES
            
Accounts payable
 
$
2,750,030
   
$
2,238,145
   
Accrued expenses
   
-
     
2,399
   
Income tax payable
   
-
     
67,418
   
TOTAL CURRENT LIABILITIES
   
2,750,030
     
2,307,962
   
                      
LONG TERM LIABILITIES
                   
Deferred Compensation
   
597,481
     
449,469
   
TOTAL CURRENT AND LONG-TERM LIABILITIES
   
3,347,511
     
2,757,431
   
                      
MEMBERS' EQUITY
                   
Members' Equity
   
 2,455,887
     
2,233,830
   
TOTAL MEMBERS' EQUITY
   
 2,455,887
     
2,233,830
   
TOTAL LIABILITIES AND MEMBERS' EQUITY
 
$
5,803,398
   
$
4,991,261
   



See accompanying notes to unaudited condensed financial statements
 
 
 
 
Exhibit 99.2 -- Page 3

 
 

 
DC&M PARTNERS, L.L.C.
Unaudited Condensed Statements of Income and Comprehensive Income
Three Months and Six Months Ended June 30, 2015 and 2016
 
   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2016
   
2015
   
2016
   
2015
 
                 
REVENUES
 
$
5,474,575
   
$
4,567,772
   
$
10,601,951
   
$
8,328,380
 
                                 
COST OF SALES
   
4,258,090
     
3,703,613
     
8,475,405
     
6,802,052
 
                                 
Gross profit
   
1,216,485
     
864,159
     
2,126,546
     
1,526,328
 
                                 
OPERATING EXPENSES
   
683,560
     
529,454
     
1,077,688
     
916,907
 
                                 
Income from operations
   
532,925
     
334,705
     
1,048,858
     
609,421
 
                                 
OTHER INCOME (EXPENSES)
                               
Interest income
   
66
     
66
     
131
     
130
 
Other income
   
0
     
0
     
0
     
9,000
 
Interest expense
   
0
     
-163
     
-441
     
0
 
TOTAL OTHER EXPENSE
   
66
     
-97
     
-310
     
9,130
 
                                 
Income before income tax expense
   
532,991
     
334,608
     
1,048,548
     
618,551
 
                                 
Income tax expense
   
43,325
     
40,188
     
65,775
     
48,987
 
                                 
Other comprehensive income (loss):
                               
Foreign currency translation adjustment
   
-
     
-
     
-
     
-
 
                                 
Comprehensive income
 
$
489,666
   
$
294,420
   
$
982,773
   
$
569,564
 

 
 
See accompanying notes to unaudited condensed financial statements
 
 
Exhibit 99.2 -- Page 4

 
 
 
DC&M PARTNERS, L.L.C.
 
Unaudited Condensed Statements of Cash Flows
 
For the Six months Ended June 2015 & 2016
 
   
Six Months ended June 30,
 
   
2016
   
2015
 
CASH FLOWS FROM OPERATING ACTIVITIES
       
Net income
 
$
982,773
   
$
569,564
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation
   
255
     
255
 
Changes in assets and liabilities:
               
Accounts receivable
   
733,987
     
(1,135,272
)
Prepaid expenses
   
26,181
     
18046
 
Note receivable
   
-
     
4,232
 
Other assets
   
5,406
     
(8,232
)
Accounts payable
   
208,939
     
706,872
 
Accrued expenses
   
(2,398
)
   
(1,434
)
Income tax payable
   
(79,666
)
   
13,048
 
Long term deferred compensation
   
148,011
     
-
 
Net cash provided by operating activities
   
2,023,490
     
167,079
 
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Capital expenditures
    (2,616
)
   
(2,120
Net cash used in investing activities
    (2,616
)
   
(2,120
 
CASH FLOWS FROM FINANCING ACTIVITIES
 
Partner distributions
   
(621,319
)
   
(398,284
)
Net cash used in financing activities
   
(621,319
)
   
(398,284
)
                 
Net decrease in cash and cash equivalents
   
1,399,554
     
(233,325
)
                 
Cash at beginning of year
   
1,171,274
     
1,402,294
 
                 
Cash at end of year
 
$
2,570,828
   
$
1,168,969
 


See accompanying notes to unaudited condensed financial statements
 
 
 
 
 
Exhibit 99.2 -- Page 5

 
 
DC&M PARTNERS, L.L.C.
Notes to Unaudited Financial Statements
June 30, 2016 and 2015
 


NOTE 1 - NATURE OF OPERATIONS

DC&M Partners, L.L.C. (the "Company"), was formed incorporated in the State of Arizona on January 29, 2007. The Company provides clients with a wide range of SAP development, consultancy, and management services.
 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The Company has adopted the Financial Accounting Standards Board ("FASB") Codification ("Codification" or "ASC").  The Codification is the single official source of authoritative accounting principles generally accepted in the United States of America ("U.S. GAAP") recognized by the FASB to be applied by nongovernmental entities.  All of the Codification's content carries the same level of authority.

USE OF ESTIMATES

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure 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

The Company recognizes revenue in accordance with FASB ASC 985-605-25-79. Revenue is derived from time and expense contracts and is recognized as the services are performed. Revenue received as reimbursements of billable expenses are reported gross within revenue and the related expenses are recorded in operating expenses. Unbilled revenue comprises of revenue recognized in relation to efforts incurred on time and expense contracts not billed at period end where services are performed in accordance with agreed terms. Customer advances represent payments received in advance of an engagement and are deferred until the service is performed.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

ACCOUNTS RECEIVABLE

The Company routinely assesses the financial strength of its customers and debtors and believes that its accounts receivable credit risk exposure is limited. Accounts receivable are carried at the original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. An allowance is provided for known and anticipated credit losses, as determined by management in the course of regularly evaluating individual customer receivables. This evaluation takes into consideration a customer's financial condition and credit history, as well as current economic conditions. Accounts receivable are considered delinquent when they are over 90 days past due and are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded in income when received.
 
 
 
 
 
Exhibit 99.2 -- Page 6




DC&M PARTNERS, L.L.C.
Notes to Unaudited Financial Statements
June 30, 2016 and 2015


PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost.  Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the assets, which range from 3 to 7 years.

Expenditures for maintenance and repairs are charged to income as incurred. Additions and betterments are capitalized. The cost of properties sold or otherwise disposed of, and the accumulated depreciation thereon, is eliminated from the property and reserve accounts, and gains and losses are reflected in the consolidated statements of operations.


NOTE 3 - ACCOUNTS RECEIVABLE

Accounts receivable as of June 30, 2016 and 2015 are summarized as follows:

Amounts due for services rendered and billed:
 
2016
   
2015
 
Outstanding less than 90 days
  $ 3,077,079     $ 3,921,182  
Outstanding more than 90 days
   
129,087
      (175,745 )
                 
     
3,206,166
     
3,745,437
 
Less: allowance for doubtful accounts
   
-
     
-
 
Amounts due for services rendered and billed, net
   
3,206,166
     
3,745,437
 
Amounts due for services rendered not billed:
               
Accounts receivable, net
 
$
3,206,166
   
$
3,745,437
 

 
 

 

Exhibit 99.2 -- Page 7


DC&M PARTNERS, L.L.C.
Notes to Unaudited Financial Statements
June 30, 2016 and 2015




NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following at June 30,
 
 
2016
   
2015
 
 
       
Office equipment
 
$
57,446
   
$
54,368
 
 
               
Fixed assets, gross
   
57,446
     
54,368
 
Less: accumulated depreciation
   
(53,305
)
   
(52,503
)
Fixed assets, net
 
$
4,141
   
$
1,865
 

 

Depreciation expense for the six-month periods ended June30, 2016 and 2015 were $255, respectively.

NOTE 5 - INCOME TAXES
 
The Company accounts for income taxes under the provisions of the FASB ASC 740, Income Taxes.
 
The Company elected to be taxed as a partnership for income tax purposes effective June 3, 2001. Accordingly, the members are responsible for income taxes and no provision for income taxes is included in these financial statements for the Company.

The Company's policy is to distribute dividends to provide funds for members to pay income taxes on income reported by the Company. Periodically, additional distributions are paid to reduce equity in excess of management's evaluation of the amount required for working capital. Management believes the payment of additional distributions will not negatively impact profitability or impair the operating needs of the Company. Equity distributions during the period ended June 30, 2015 and 2016 were $1,237,468 and $2,514,560, respectively.

The Company accounts for the effect of any uncertain tax positions based on a more likely than not threshold to the recognition of the tax positions being sustained based on the technical merits of the position under scrutiny by the applicable taxing authority. If a tax position or positions are deemed to result in uncertainties of those positions, the unrecognized tax benefit is estimated based on a cumulative probability assessment that aggregates the estimated tax liability for all uncertain tax positions. Interest and penalties assessed, if any, are accrued as income tax expense.
 
 
 

Exhibit 99.2 -- Page 8


DC&M PARTNERS, L.L.C.
Notes to Unaudited Financial Statements
June 30, 2016 and 2015



The Company has evaluated its tax positions and determined no uncertainty requires recognition. The Company files income tax returns in the U.S. federal jurisdiction, and various state jurisdictions, as well as the required foreign countries. The Company is generally no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2011. All dues were paid off as of the report date.

NOTE 6 - EMPLOYEE BENEFIT PLAN

DEFERRED COMPENSATION


The Company reviews compensation for members on an annual basis and accrues deferred compensation for any excess of amounts owed versus amounts paid to members. As of June 30, 2016 and 2015, deferred compensation was $597,481 and $449,469, respectively.


NOTE 7 - RECENT ACCOUNTING PRONOUNCEMENTS

In August 2014, the FASB issued amended guidance related to disclosure of uncertainties about an entity's ability to continue as a going concern. The new guidance requires management to evaluate whether there is substantial doubt about the entity's ability to continue as a going concern and, as necessary, to provide related footnote disclosures. The guidance has an effective date of December 31, 2016. The Company believes that the adoption of this new standard will not have a material impact on its financial statements.

In May 2014, the FASB issued Accounting Standard Update, or ASU, 2014-09-Revenue from Contracts with Customers, which provides a single, comprehensive revenue recognition model for all contracts with customers. The core principal of this ASU is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2016. Early adoption is not permitted. The Company is currently evaluating the impact this ASU will have on its financial statements.

In January 2015, the FASB issued ASU 2015-01-Income Statement-Extraordinary and Unusual Items, which seeks to simplify income statement presentation by eliminating the concept of Extraordinary Items.  This ASU eliminates from U.S. GAAP the concept of extraordinary items.  Subtopic 225-20, Income Statement—Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption.
 


Exhibit 99.2 -- Page 9


 


DC&M PARTNERS, L.L.C.
Notes to Unaudited Financial Statements
June 30, 2016 and 2015


In November 20, 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. The ASU is part of the Board's simplification initiative aimed at reducing complexity in accounting standards. Current U.S. GAAP requires the deferred taxes for each jurisdiction (or tax-paying component of a jurisdiction) to be presented as a net current asset or liability and net noncurrent asset or liability. This requires a jurisdiction-by-jurisdiction analysis based on the classification of the assets and liabilities to which the underlying temporary differences relate, or, in the case of loss or credit carryforwards, based on the period in which the attribute is expected to be realized. Any valuation allowance is then required to be allocated on a pro rata basis, by jurisdiction, between current and noncurrent deferred tax assets. To simplify presentation, the new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will now only have one net noncurrent deferred tax asset or liability. Importantly, the guidance does not change the existing requirement that only permits offsetting within a jurisdiction – that is, companies are still prohibited from offsetting deferred tax liabilities from one jurisdiction against deferred tax assets of another jurisdiction.


NOTE 8 - OPERATING LEASES

The Company leases office space in Chandler, Arizona under net operating lease agreement. Lease expense for leased property has been accounted for under the operating lease method where ownership of the asset does not transfer to the lessee.

Operating lease expense was $18,046 and $31,700 for the years ended June 30, 2015 and 2016, respectively.


NOTE 9 - CONCENTRATION OF CREDIT RISK

For the period ended June 30, 2015 and 2016, approximately 80% and 79%, respectively, of the Company's revenue was derived from ten customers. As of June30, 2015 and 2016, approximately 75% and 70%, respectively, of the Company's accounts receivable were due from five customers.


 
NOTE 10 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events through October 11, 2016, the date the unaudited financial statements were available to be issued.
 
On July 29, 2015, the Company entered into a membership interest purchase agreement with Ameri Holdings Inc. ("AMERI"), which is based in Princeton, New Jersey, for the purchase of all of the outstanding membership interests of the Company for consideration of: (a) a cash payment in the amount of $3,000,000 at closing, (b) 1,600,000 shares of AMERI common stock, which are to be issued on July 29, 2018 or upon a change of control of AMERI (whichever occurs earlier), and (c) earn-out payments to be paid, if earned, in 2017 and 2018, all as more particularly outlined in the purchase agreement.

 
 
Exhibit 99.2 -- Page 10