Exhibit 99.2

ALS, LLC AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2005 AND 2004


ALS, LLC AND SUBSIDIARIES

TABLE OF CONTENTS

 

     Page

INDEPENDENT AUDITORS’ REPORT

   F-1

CONSOLIDATED FINANCIAL STATEMENTS:

  

Balance sheets

   F-2

Statements of income

   F-4

Statements of changes in members’ equity

   F-5

Statements of cash flows

   F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   F-8


Independent Auditors’ Report

To the Board of Directors

ALS, LLC and Subsidiaries

Orlando, Florida

We have audited the accompanying consolidated balance sheets of ALS, LLC and Subsidiaries, as of December 31, 2005 and 2004, and the related consolidated statements of income, changes in members’ equity and cash flows for the years then ended. These consolidated 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 audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide 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 ALS, LLC and Subsidiaries as of December 31, 2005 and 2004, and the results of its operations, changes in members’ equity and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ LARSON, ALLEN, WEISHAIR & CO., LLP

March 22, 2006

Winter Park, Florida

 

F-1


ALS, LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2005 AND 2004

 

ASSETS

   2005     2004  

Current assets:

    

Cash and cash equivalents

   $ —       $ 266,409  

Accounts receivable, net

     10,461,781       5,424,240  

Marketable securities

     2,500       100,000  

Advances to members

     472,262       —    

Other receivables

     —         1,547  

Worker’s compensation refund receivable

     50,221       50,221  

Prepaid expenses

     132,802       307,920  

Other asset

     600,000       —    
                

Total current assets

     11,719,566       6,150,337  
                

Property and equipment:

    

Furniture and fixtures

     301,608       166,506  

Automobiles

     65,937       65,937  

Computer software

     184,811       77,163  
                
     552,356       309,606  

Less: accumulated depreciation

     (193,217 )     (118,092 )
                

Total property and equipment

     359,139       191,514  
                

Other assets:

    

Goodwill

     9,978,329       110,000  

Investments

     36,000       36,000  

Deposits

     24,819       17,458  

Other assets

     4,387       —    
                

Total other assets

     10,043,535       163,458  
                

Total assets

   $ 22,122,240     $ 6,505,309  
                

The accompanying notes are an integral part of these financial statements.

 

F-2


ALS, LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2005 AND 2004

 

LIABILITIES AND MEMBERS’ EQUITY

   2005     2004

Current liabilities:

    

Outstanding checks, net of cash in bank

   $ 776,197     $ —  

Accounts payable

     306,428       189,674

Accrued expenses

     5,251,990       2,902,423

Line of credit

     7,999,950       679,422

Related party note payable

     300,000       —  

Other payables

     1,064,264       8,400

Note payable

     106,805       33,413

Deferred revenue

     26,066       —  
              

Total current liabilities

     15,831,700       3,813,332
              

Long-term liabilities:

    

Other payable

     —         5,898

Note payable

     602,527       94,462
              

Total long-term liabilities

     602,527       100,360
              

Commitments and contingency

     —         —  

Members’ equity:

    

Members’ capital and retained earnings

     5,785,513       2,591,617

Accumulated other comprehensive loss

     (97,500 )     —  
              

Total members’ equity

     5,688,013       2,591,617
              

Total liabilities and members’ equity

   $ 22,122,240     $ 6,505,309
              

The accompanying notes are an integral part of these financial statements.

 

F-3


ALS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

 

     2005     2004  

Sales

   $ 164,083,802     $ 76,358,767  

Cost of sales

     151,930,907       70,102,232  
                

Gross profit

     12,152,895       6,256,535  
                

Operating expenses:

    

Compensation and benefits

     5,447,652       2,123,186  

Facilities expense

     518,596       179,047  

Travel expense

     468,957       221,736  

Bad debt expense

     347,386       54,722  

Professional fees

     278,758       249,910  

Office supplies

     216,317       54,298  

Telephone

     191,508       77,325  

Advertising

     146,964       36,608  

Bank charges

     137,856       68,004  

Miscellaneous expense

     133,404       63,754  

Repairs & maintenance

     133,112       61,877  

Insurance

     101,677       56,542  

Meals and entertainment

     99,861       60,750  

Depreciation

     75,125       36,490  

Taxes and licenses

     60,791       22,867  

Postage

     47,751       17,452  

Dues and subscriptions

     36,655       12,808  

Drug and background checks

     33,968       1,669  

Donations

     27,356       13,850  

Marketing

     4,405       6,199  
                

Total operating expenses

     8,508,099       3,419,094  
                

Income before other income (expense)

     3,644,796       2,837,441  
                

Other income (expense):

    

Interest expense

     (210,900 )     (89,693 )

Gain on disposal of property equipment

     —         272  
                

Total other income (expense)

     (210,900 )     (89,421 )
                

Net income

     3,433,896       2,748,020  

Other comprehensive loss:

    

Unrealized holding loss on marketable securities

     (97,500 )     —    
                

Total comprehensive income

   $ 3,336,396     $ 2,748,020  
                

The accompanying notes are an integral part of these financial statements.

 

F-4


ALS, LLC AND SUBSIDIARIES

STATEMENTS OF CHANGES IN MEMBERS’ EQUITY

YEARS ENDED DECEMBER 31, 2005

AND DECEMBER 31, 2004

 

    

Members’ Capital

and Retained

Earnings

   

Accumulated

Other

Comprehensive

Loss

    Total  

Balance, December 31, 2003,

   $ 43,597     $ —       $ 43,597  

Distributions

     (200,000 )     —         (200,000 )

Net income

     2,748,020       —         2,748,020  
                        

Balance, December 31, 2004

     2,591,617       —         2,591,617  

Distributions

     (240,000 )     —         (240,000 )

Net income

     3,433,896       —         3,433,896  

Other comprehensive loss:

      

Unrealized holding loss on marketable securities

     —         (97,500 )     (97,500 )
                        

Total comprehensive income

     3,433,896       (97,500 )     3,336,396  
                        

Balance, December 31, 2005

   $ 5,785,513     $ (97,500 )   $ 5,688,013  
                        

The accompanying notes are an integral part of these financial statements.

 

F-5


ALS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

 

     2005     2004  

Cash flows from operating activities:

    

Comprehensive income

   $ 3,336,396     $ 2,748,020  

Adjustments to reconcile comprehensive net income to net cash provided by (used in) operating activities:

    

Bad debt expense

     347,386       54,722  

Gain on disposal of property and equipment

     —         (272 )

Depreciation

     75,125       36,490  

Unrealized holding loss on marketable securities

     97,500       —    

Changes in noncash assets and liabilities net of effects of noncash transactions:

    

Increase in accounts receivable

     (12,663,556 )     (3,982,034 )

Increase in advances to members

     (472,262 )     —    

Decrease in other receivables

     1,547       7,150  

Decrease (increase) in prepaid expenses

     175,118       (183,675 )

Increase in deposits

     (7,361 )     (12,623 )

Increase in other assets

     (604,387 )     —    

Increase in outstanding checks, net of cash in bank

     776,197       —    

Increase in accounts payable

     116,754       153,628  

Increase in accrued expenses

     2,349,567       2,601,544  

Increase in deferred revenue

     26,066       —    
                

Net cash provided by (used in) operating activities

     (6,445,910 )     1,422,950  
                

Cash flows from investing activities:

    

Purchase of property and equipment

     (242,750 )     (127,592 )

Purchase of investment

     —         (100,000 )

Cash paid for acquisition of assets

     (805,815 )     —    

Proceeds received on disposal of property and equipment

     —         1,800  
                

Net cash used in investing activities

     (1,048,565 )     (225,792 )
                

Cash flows from financing activities:

    

Borrowings (payments) on line of credit, net

     7,320,528       (735,369 )

Member distribution

     (240,000 )     (200,000 )

Proceeds from related party note payable

     300,000       —    

Payments on related party note payable

     —         (243,055 )

Payments on notes payable

     (77,428 )     —    

Payments on other payable

     (75,034 )     (702 )
                

Net cash provided by (used in) financing activities

     7,228,066       (1,179,126 )
                

Net change in cash and cash equivalents

     (266,409 )     18,032  

Cash and cash equivalents, beginning of year

     266,409       248,377  
                

Cash and cash equivalents, end of year

   $ —       $ 266,409  
                

Supplemental disclosures of cash flows:

    

Interest paid

   $ 210,900     $ 75,089  
                

Income taxes paid

   $ —       $ —    
                

The accompanying notes are an integral part of these financial statements.

 

F-6


Supplemental disclosures of non cash transactions:

During fiscal 2004, the Company acquired property and equipment of a company in exchange for $10,000 in cash and a $15,000 payable (see note 5).

On June 8, 2005, and December 2, 2005, the Company purchased certain properties, rights, assets and businesses of Stratus Services Group in exchange for forgiveness of $7,278,629 in outstanding accounts receivable, forgiveness of a note payable with an outstanding balance of $127,939, the assumption of debt in the amount of $1,786,824, a payable of $125,000 and cash of $125,000. The Company also incurred acquisition costs of $680,815 (see note 5).

The accompanying notes are an integral part of these financial statements.

 

F-7


ALS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

 

NOTE 1 NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of ALS, LLC and its wholly-owned subsidiaries, Advantage Services Group II, LLC, ALSC, LLC, ALSC II, LLC, ALSC III, LLC, ALSC IV, LLC AND ASG, LLC. All material inter-company accounts and transactions have been eliminated. ALS, LLC was formally known as Advantage Staffing and Leasing I, LLC. On May 2, 2003, an amendment to the articles of organization was filed to change the name.

Organization

ALS, LLC and Subsidiaries (the “Company”) are Florida limited liability companies. The Company is engaged in the business of providing temporary staffing for primarily light industrial and clerical jobs for entities operating in various industries and in providing outsourcing services. The Company conducts its operations from offices located in Central and South Florida and California.

Basis of Accounting

The accompanying financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. Periodically, the Company’s cash balance will exceed the Federal Deposit Insurance Corporation’s insured limit of $100,000.

Accounts Receivable

Bad debts are recorded using the reserve method. If a portion of the account balance is deemed uncollectible, a reserve is recorded based on the uncollectible portion of the account. Accounts receivable have been reduced by $466,716 and $68,051, for accounts that may be uncollectible at December 31, 2005 and 2004, respectively. Accounts receivable represent a concentration of credit risk, but credit evaluations and account monitoring procedures minimize the risk of loss.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is being provided on a straight-line method over estimated useful lives of three to seven years for all furniture and fixtures, automobiles, and software.

Fair Values of Financial Instruments

The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:

 

F-8


ALS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

 

NOTE 1 NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

 

Cash and cash equivalents, line of credit, other payables and notes payable: The carrying amounts reported in the consolidated balance sheets approximate fair values because of the short maturities of those instruments and rates available for similar debt.

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 certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Income Taxes

The Company is treated as a partnership for federal income tax purposes. Consequently, federal income taxes are not payable by, or provided for, the Company. The members are taxed individually on the Company’s income.

Investments

The Company accounts for investments in accordance with Statement of Financial Accounting Standards No. 115, “Accounting for Certain Investments in Debt and Equity Securities”. This statement requires securities which are available-for-sale to be carried at fair value, with changes in fair value recognized as a separate component of members’ equity.

Comprehensive Income

The Company follows the provisions of Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income” (“SFAS 130”). SFAS 130 governs the financial statement presentation of changes in members’ equity resulting from non-owner sources. Accumulated other comprehensive loss as reported in the accompanying consolidated balance sheets represents unrealized losses on available for sale securities.

Goodwill

The Company records goodwill in accordance with Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets”. In accordance with SFAS 142, management does not amortize goodwill and assesses whether there has been any permanent impairment in the value of goodwill at each balance sheet date. At December 31, 2005, management determined goodwill has not been impaired.

 

NOTE 2 INDEBTEDNESS

Line of Credit

On August 18, 2003, the Company entered into a $1,850,000 revolving line of credit with a bank, due on demand one year from date of issuance. On February 13, 2004, the maturity date was extended to April 13, 2005. Interest on this new line of credit was at prime plus .25%. This line of credit was collateralized by accounts receivable and a blanket lien on all of the Company’s assets and

 

F-9


ALS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

 

NOTE 2 INDEBTEDNESS (Continued):

 

$750,000 in the form of a security interest in brokerage accounts and an unlimited guarantee of both members. At December 31, 2004, $679,422 was outstanding on this line of credit. The balance was paid in full during the year ended December 31, 2005.

On April 25, 2005, the Company entered into a $5,000,000 revolving line of credit with a bank. The original agreement was amended on December 22, 2005, to increase the line to $9,000,000, with a maturity date of May 31, 2007. The Company may borrow to the extent of the Borrowing Base, as defined, or the $9,000,000 limit, whichever is less. Interest on this line of credit is at the 30-Day LIBOR Rate plus an applicable margin as defined in the agreement adjusted quarterly. The line of credit requires the Company to maintain a fixed coverage ratio of 1.25 to 1.00 and minimum net worth of $4,000,000. At December 31, 2005, interest was being charged at 7.39%. The line of credit is collateralized by accounts receivable and all of the Company’s assets. The line is also personally guaranteed by both members. At December 31, 2005, $7,999,950 was outstanding on this line of credit.

Note Payable

On August 22, 2003, the Company entered into an asset purchase agreement with a company to purchase certain properties, rights, assets, and business related to the conduct of their business at its offices located at Miami Springs, Florida. The seller is a related party to a family of a member of the Company. The purchase price of the assets was $128,000 was to be paid in the form of a promissory note payable. This note had an interest rate of 7% per annum with monthly principal and interest payments due over a sixty month period. The payment and payment terms of the note was contingent upon certain performance levels by the business generated from the purchased assets. The note required monthly payments of the greater of $10 or 20% of net profits. The purchase was recorded using the purchase method of accounting and $110,000 was recorded as goodwill as a result of this purchase. The amount owed as of December 31, 2004, was $127,875. In connection with the acquisition of certain assets acquired on December 2, 2005, this note was paid in full (see note 5).

On December 2, 2005, the Company entered into an asset purchase agreement with a company to purchase certain properties, rights, assets, and business related to the conduct of their business at its offices located throughout Southern California and Phoenix, Arizona. A stockholder in the seller is a relative of a member of the Company. Related to the purchase of this business, the Company assumed a note payable of the seller in the amount of $786,824 and is payable in quarterly installments of $36,770 principal and interest at 6% due through December 27, 2011. At December 31, 2005, $709,332 is due on this note. This note is personally guaranteed up to $200,000 each by the two members of the Company and two related parties of one of the members, who are also employees of the Company.

At December 31, 2005 future payments of the note payable are as follows:

 

2006

   $ 106,805

2007

     113,359

2008

     120,315

2009

     127,698

2010

     135,534

Thereafter

     105,621
      
   $ 709,332
      

 

F-10


ALS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

 

NOTE 2 INDEBTEDNESS (Continued):

 

Other Payables

On November 8, 2004, the Company entered into an asset purchase agreement with a company to purchase certain assets, including customer lists and existing client contracts. The purchase price of the assets was $25,000 which was paid in the form of $10,000 in cash at closing and $15,000 due in monthly installments based on 20% of the gross margin (as defined) of the business generated from the assets purchased. The purchase was recorded using the purchase method of accounting. The entire purchase price of $25,000 was allocated to property and equipment. The amount owed at December 31, 2004, was $14,298 and was recorded as other payable on the accompanying consolidated balance sheets. During the year ended December 31, 2005, this payable was paid in full.

In connection with the December 2, 2005, asset purchase agreement (see note 5), $1,000,000 of the purchase price (the “price component”) is to be paid to the seller to reimburse them for their liability to the state of California Employment Development Department (“EDD”) under a payment plan between the seller and EDD for satisfaction of all tax liens filed or to be filed by the EDD against the seller. After closing, until the seller has reached an agreement with the EDD or the expiration of 120 days after closing, which ever occurs first, the Company agreed to fund weekly payments of $12,500 under the EDD payment plan. Any such payments funded by the Company shall be credited against the $1,000,000 price component. Upon execution and delivery of a binding written agreement by EDD, the Company shall fund the $1,000,000 price component, less any credits due to the Company as provided above to be used to the extent needed to satisfy the California tax debt and obtain release of the California tax liens. The Company does not assume or agree to be obligated in any way for the EDD payment plan, California tax debt or the California tax liens, and such debt and liens remain the debt and obligation of the seller. Until the California tax debt and liens are released and satisfied, a shareholder of the seller personally guarantees any difference due, if any, after a settlement with the EDD. At December 31, 2005, $939,264 of this price component was outstanding and is included in other payables on the accompanying consolidated balance sheets.

In connection with the December 2, 2005, asset purchase agreement (see note 5), the Company agreed to pay to the seller $250,000 payable over 60 days following closing, paid as needed for documented cash flow requirements by the seller, payable at a rate no faster than $125,000 per 30 days. At December 31, 2005, $125,000 was outstanding and is included in other payables on the accompanying consolidated balance sheets.

 

NOTE 3 COMMITMENTS AND CONTINGENCY

Office Leases

The Company leases numerous office facilities in Florida and California under noncancellable operating leases expiring between November 2006 and February 2009. Certain leases have options to extend the life of the leases for an additional one to five years. The Company also leases four offices on month-to-month basis with rent payments from $150 to $2,302 per month. Rent expense related to these leases was $502,755 and $81,562 for the years ended December 31, 2005 and 2004, respectively, and is included in facilities expense on the accompanying consolidated statements of income.

Future minimum rental payments required under leases in excess of one year as of December 31, 2005, are as follows:

 

F-11


ALS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

 

NOTE 3 COMMITMENTS AND CONTINGENCY (Continued):

 

2006

   $ 537,041

2007

     371,254

2008

     143,671

2009

     6,680
      

Total

   $ 1,058,646
      

Workers Compensation Insurance

The Company purchased experience rated insurance policies with respect to workers’ compensation insurance. Costs to the Company are based on an experience rating formula using five years of claims. The insurance policy provides for maximum exposure limitations for individual claims and total Company claims. While the ultimate amount of claims incurred are dependent on future developments, in management’s opinion, recorded reserves are adequate to cover the future payment of claims. However, estimated recorded reserves may be more or less than the actual future payment of claims. Adjustments, if any, to estimates recorded resulting from ultimate claim payments will be reflected in operations in the periods in which such adjustments are known.

Other

The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. In the opinion of management, the amount of ultimate liability with respect to these actions will not materially affect the financial position of the Company.

 

NOTE 4 CONCENTRATIONS

The Company had sales to one customer during the years ended December 31, 2005 and 2004, of approximately $94,975,212 and $54,544,062, respectively, representing 58% and 71%, respectively, of sales. In addition, accounts receivable from this customer was approximately $2,655,154 and 50% of total net accounts receivable at December 31, 2004. Certain assets of this customer were purchased by the Company during the year ended December 31, 2005; therefore a portion of the business of this customer was absorbed by the Company making this customer concentration irrelevant in future years (see note 5).

 

NOTE 5 ACQUISITIONS

On November 8, 2004, the Company entered into an asset purchase agreement with a company to purchase certain assets, including customer lists and existing client contracts. The purchase price of the assets was $25,000 which was paid in the form of $10,000 in cash at closing and monthly installments based on 20% of the gross margin until paid in full (see note 2).

On June 8, 2005, the Company entered into an asset purchase agreement with a company to purchase certain properties, rights, assets, and business related to the conduct of their business at its offices located throughout Northern California. A stockholder in the seller is a relative of a member of the Company. The purchase price of the assets was $3,460,369 which was paid in the form of forgiveness of accounts receivable and the forgiveness of an outstanding note payable of $127,939, arising from a former acquisition of certain assets on from this same company in 2003. In addition, the Company incurred $30,460 in other acquisition costs as a result

 

F-12


ALS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

 

NOTE 5 ACQUISITIONS (Continued):

 

of this acquisition. The purchase was recorded using the purchase method of accounting and goodwill in the amount of $3,362,890 was recorded as a result of this acquisition. As a requirement of this acquisition, the Company paid $600,000 to the sellers financing agent to offset any future possible losses and has recorded this as an other current asset on the accompanying balance sheets as of December 31, 2005. This amount is to be repaid to the Company when the debt owed to the financing agent by the seller is repaid. The Company expects repayment in 2006.

On December 2, 2005, the Company entered into an asset purchase agreement with a company to purchase certain properties, rights, assets, and business related to the conduct of their business at its offices located throughout Southern California, and Phoenix, Arizona. A stockholder in the seller is a relative of a member of the Company. The purchase price of the assets was $5,855,083, of which $250,000 was paid in cash, $3,818,260 was paid in the form of forgiveness of accounts receivable, and $786,824 was paid through the assumption a note payable and $1,000,000 in the form of future payments to the seller to reimburse them for their liability to the state of California Employment Development Department (see note 2), with any balance paid the seller. In addition, the Company incurred $650,355 in other acquisition costs as a result of this acquisition. Of these other acquisition costs, $310,000 was paid to a related party through common ownership for consulting (see note 6). The purchase was recorded using the purchase method of accounting and goodwill in the amount of $6,505,439 was recorded as a result of this acquisition.

 

NOTE 6 RELATED PARTY TRANSACTIONS

During 2005 and 2004, the Company had sales of approximately $94,975,212 and $54,544,062, respectively, to a related party to a member of the Company.

During the years ended December 31, 2005 and 2004, the Company paid $75,000 and $110,000, respectively, for consulting services to RVR Consulting Group, Inc., a company owned by a member. These amounts are included in professional fees on the accompanying consolidated statements of income. In addition, during the year ended December 31, 2005, $50,000 was paid to this company in connection with an acquisition in December 2005 (see note 5) and is included in goodwill on the accompanying consolidated balance sheets at December 31, 2005.

During the year ended December 31, 2004, the Company purchased 125,000 shares in a publicly held company, a related party to a member of the Company (see note 7).

At December 31, 2005, $300,000 was outstanding from advances from a member of the Company. This advance is expected to be repaid within the next year.

At December 31, 2005, $472,262 was owed from two members of the Company for advances. These advances are expected to be repaid back to the Company within the next year.

During the year ended December 31, 2005, $260,000 was paid to a company owned by a member of the Company in relation to an acquisition in December 2005 (see note 5) and is included in goodwill on the accompanying consolidated balance sheets at December 31, 2005. In addition, approximately $33,000 was paid to this company during the year ended December 31, 2005, for consulting fees and is included in professional fees and compensation and benefits on the accompanying consolidated statements of income.

 

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ALS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

 

NOTE 7 INVESTMENTS AND MARKETABLE SECURITIES

 

During fiscal year 2003, the Company purchased one share of common stock and one share of preferred stock in Temporary Services Insurance, Ltd. for $36,000. The Company made this investment in connection with the obtainment of workers compensation insurance. These shares are not traded on the open market and therefore no market value exists.

During fiscal year 2004, the Company purchased 125,000 shares of marketable securities for $100,000. The market value of these shares at December 31, 2004, was $91,250. Because the market value did not significantly change, the Company did not record the unrealized loss on these securities in the accompanying statements of income and changes in members’ equity during the year ended December 31, 2004. The market value of these shares at December 31, 2005, is $2,500. In accordance with FASB 115, the unrealized loss was recorded as a separate component of stockholders equity during the year ended December 31, 2005.

Marketable securities consisted of the following at December 31, 2005:

 

Available for Sale Securities

   Cost    Net Unrealized Loss    Market Value

Stocks

   $ 100,000    $ 97,500    $ 2,500

 

NOTE 8 SUBSEQUENT EVENTS

On February 3, 2006, the Company entered into a $1,250,000 irrevocable letter of credit with a bank maturing on February 1, 2007. The letter of credit automatically extends for one year on the maturity date unless the bank gives 30 days notification that it will not renew the letter of credit.

On March 16, 2005, a customer of the Company filed for Chapter 11 Bankruptcy. The customer’s balance due to the Company was $92,088 and $973,322 at December 31, 2005, and March 17, 2006, respectively. Management does expect to recover a portion of the balance; however that amount could not be estimated at the time these financial statements were issued. At December 31, 2005, the Company recorded an estimated bad debt reserve of $82,879, on the balance outstanding at December 31, 2005.

 

F-14