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| ALHC.OB > SEC Filings for ALHC.OB > Form 8-K/A on 16-Jun-2009 | All Recent SEC Filings |
16-Jun-2009
Financial Statements and Exhibits
[[Image Removed: (EIDE BAILLY LOGO)]]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Access Plans USA, Inc.
We have audited the accompanying consolidated balance sheet of Access Plans USA,
Inc. as of December 31, 2008 and the related consolidated statements of
operations, stockholders' equity and cash flows for the year ended December 31,
2008. Access Plans USA, Inc.'s management is responsible for these financial
statements. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion of the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Access Plans USA,
Inc. as of December 31, 2008 and the results of its operations and its cash
flows for the year ended December 31, 2008 in conformity with accounting
principles generally accepted in the United States of America.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The consolidating schedules on pages 26
and 27 are presented for purposes of additional analysis and are not a required
part of the basic financial statements. Such information has been subjected to
the auditing procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
[[Image Removed: (EIDE BAILLY LLP)]]
Greenwood Village, Colorado
April 1, 2009
PEOPLE. PRINCIPLES. POSSIBILITIES.
[[Image Removed: (HEIN & ASSOCIATES LLP LOGO)]]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Access Plans USA, Inc.
Irving, Texas
We have audited the accompanying consolidated balance sheet of Access Plans USA,
Inc. as of December 31, 2007 and the related consolidated statements of
operations, stockholders' equity and cash flows for the years ended December 31,
2007 and 2006. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion of the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Access Plans USA,
Inc. as of December 31, 2007 and the results of its operations and its cash
flows for the years ended December 31, 2007 and 2006 in conformity with
accounting principles generally accepted in the United States of America.
[[Image Removed: (HEIN & ASSOCIATES LLP)]]
Hein & Associates LLP
Dallas, Texas
March 31, 2008, except for Notes 3 and 19, which are dated January 16, 2009
14755 Preston Road, Suite 320
Dallas, Texas 75254
Phone: 972-458-2296
Fax: 972-788-4943
www.heincpa.com
ACCESS PLANS USA, INC.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2008 AND 2007
Dollars in thousands 2008 2007
ASSETS
Cash and cash equivalents $ 336 $ 2,711
Restricted short-term investments 671 1,231
Total cash and short-term investments 1,007 3,942
Accounts receivable, net 1,038 964
Income taxes receivable - 70
Advanced agent commissions, net 6,825 4,942
Prepaid expenses 155 154
Deferred tax asset - 23
Current assets of discontinued operations 196 519
Total current assets 9,221 10,614
Fixed assets, net 532 447
Goodwill, net 5,489 5,489
Other intangible assets, net 2,668 3,462
Other assets 125 69
Non-current assets of discontinued operations - 738
Total assets $ 18,035 $ 20,819
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 508 $ 562
Accrued commissions payable 361 478
Accrued liabilities 1,490 2,021
Income taxes payable 128 267
Short-term debt 520 1,255
Current portion of capital leases - 48
Unearned commissions 5,159 3,683
Deferred service and enrollment fees, net of
acquisition costs 263 289
Current liabilities of discontinued operations 45 936
Total current liabilities 8,474 9,539
Long-term debt 729 -
Deferred tax liability - 23
Total liabilities 9,203 9,562
Commitments and contingencies (Note 16)
Preferred stock, $1.00 par value, 2,000,000
authorized shares; none issued - -
Common stock, $0.01 par value, 100,000,000 shares
authorized; 20,749,145 issued and 20,269,145
outstanding 207 207
Additional paid-in capital 40,648 40,619
Accumulated deficit (31,014 ) (28,560 )
Less: Treasury stock (480,000 shares) (1,009 ) (1,009 )
Total stockholders' equity 8,832 11,257
Total liabilities and stockholders' equity $ 18,035 $ 20,819
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The accompanying notes are an integral part of these consolidated financial statements
ACCESS PLANS USA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
Dollars in thousands, except loss per share 2008 2007 2006
Commission and service revenues $ 34,390 $ 28,421 $ 14,525
Interest income on agent advances 781 551 -
Total revenue 35,171 28,972 14,525
Commission expenses 19,654 13,994 3,686
Provider network fees and other direct costs 4,781 5,086 3,329
Interest expense attributable to funding agent
advances 163 - -
Total direct costs 24,598 19,080 7,015
Gross margin 10,573 9,892 7,510
Personnel costs, including benefits 6,208 5,383 4,475
Other sales, general and administrative
expenses 4,399 5,548 4,181
Depreciation and intangible asset amortization 1,026 809 669
Goodwill and intangible asset impairment
charges - 3,978 2,800
Severance and other asset impairment charges 164 696 269
Total operating expenses 11,797 16,414 12,394
Operating loss (1,224 ) (6,522 ) (4,884 )
Other income (expense):
Interest income 42 105 291
Interest expense (12 ) (26 ) (50 )
Total other income (expense) 30 79 241
Loss from continuing operations before income
taxes (1,194 ) (6,443 ) (4,643 )
Provision for income tax expense (benefit) (6 ) (656 ) 14
Loss from continuing operations (1,188 ) (5,787 ) (4,657 )
Loss from discontinued operations, net (1,266 ) (7,368 ) (3,067 )
Net loss $ (2,454 ) $ (13,155 ) $ (7,724 )
Basic and diluted net loss per share:
Continuing operations $ (0.06 ) $ (0.30 ) $ (0.34 )
Discontinued operations (0.06 ) (0.39 ) (0.23 )
Total $ (0.12 ) $ (0.69 ) $ (0.57 )
Weighted average number of common shares
outstanding, basic and diluted 20,269,145 18,983,843 13,486,562
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The accompanying notes are an integral part of these consolidated financial statements
ACCESS PLANS USA, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
Retained
Additional Earnings Total
Common Stock Paid-In (Accumulated Treasury Stockholders'
Dollars in thousands Shares Amount Capital Deficit) Stock Equity
Balance, December 31, 2005 13,204,269 $ 137 $ 28,942 $ (7,664 ) $ (1,051 ) $ 20,364
Changes during 2006:
Stock options expense - - 231 - - 231
Issuance of stock in
business combination 308,494 3 518 - - 521
Net loss - - - (7,724 ) - (7,724 )
Balance, December 31, 2006 13,512,763 140 29,691 (15,388 ) (1,051 ) 13,392
Changes during 2007:
Stock options expense - - 401 - - 401
Impact of business
combinations:
Issuance of stock 6,756,382 67 10,473 - - 10,540
Issuance of stock options - - 79 - - 79
Treasury stock adjustment - - (25 ) (17 ) 42 -
Net loss - - - (13,155 ) - (13,155 )
Balance, December 31, 2007 20,269,145 207 40,619 (28,560 ) (1,009 ) 11,257
Changes during 2008:
Stock options expense - - 29 - - 29
Net loss - - - (2,454 ) - (2,454 )
Balance, December 31, 2008 20,269,145 $ 207 $ 40,648 $ (31,014 ) $ (1,009 ) $ 8,832
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The accompanying notes are an integral part of these consolidated financial statements
ACCESS PLANS USA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
Dollars in thousands 2008 2007 2006
Cash flows from operating activities:
Net loss $ (2,454 ) $ (13,155 ) $ (7,724 )
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Loss from discontinued operations 1,266 7,368 3,067
Non-cash charges:
Stock option expense 29 401 231
Depreciation and intangible asset amortization 1,026 809 669
Provision for losses on receivables and
advanced agent commissions 491 349 39
Loss on disposal and impairment of fixed
assets - 335 269
Goodwill and intangible asset impairment
charges - 3,978 2,800
Deferred income taxes - (433 ) -
Changes in operating assets and liabilities
(net of businesses acquired in 2007):
Accounts receivable (115 ) 165 82
Income taxes receivable (payable), net (69 ) 90 646
Advanced agent commissions (2,333 ) (1,215 ) -
Prepaid expenses and other assets (57 ) 1,571 68
Accounts payable and accrued liabilities,
including commissions (702 ) (731 ) (629 )
Unearned commissions and net deferred service
and enrollment fees 1,450 981 35
Net cash provided by (used in) continuing
operating activities (1,468 ) 513 (447 )
Net cash provided by (used in) discontinued
operating activities (1,760 ) 922 1,172
Net cash provided by (used in) operating
activities (3,228 ) 1,435 725
Cash flows from investing activities:
(Increase) decrease in unrestricted short-term
investments 560 200 (200 )
(Increase) decrease in restricted short-term
investments - 320 (1,170 )
Purchase of fixed assets - continuing
operations (317 ) (282 ) (558 )
Cash used in business combinations, net - (832 ) (1,045 )
Net cash provided by (used in) investing
activities from continuing operations 243 (594 ) (2,973 )
Purchase of fixed assets - discontinued
operations - (23 ) (290 )
Proceeds from sale of discontinued operations,
net 664 - -
Net cash provided by (used in) investing
activities 907 (617 ) (3,263 )
Cash flows from financing activities:
Loan proceeds, net of origination fee 1,490 3,033 -
Loan repayments (1,496 ) (4,182 ) -
Payments of capital leases (48 ) (190 ) (241 )
Net cash used in financing activities -
continuing operations (54 ) (1,339 ) (241 )
Net change in cash and cash equivalents (2,375 ) (521 ) (2,779 )
Cash and cash equivalents at beginning of
period 2,711 3,232 6,011
Cash and cash equivalents at end of period $ 336 $ 2,711 $ 3,232
Supplemental disclosure:
Income taxes (paid) recovered, net $ (210 ) $ 249 $ 1,117
Interest paid (148 ) (233 ) (50 )
Non-cash investing and financing activities:
Stock issued in connection with business
combinations $ - $ 10,540 $ 521
Cash-in-trust (refunded) collected, net - - (5,585 )
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