Exhibit 99.1
Wellspring Partners Ltd. and Subsidiary
Financial Report
December 31, 2006 and 2005
Wellspring Partners Ltd. and Subsidiary
Table of Contents
December 31, 2006 and 2005
| Page | ||
| Independent Auditors Report |
1 | |
| Financial Statements |
||
| Consolidated Balance Sheets |
2 | |
| Consolidated Statements of Operations |
3 | |
| Statements of Changes in Stockholders Equity |
4 | |
| Consolidated Statements of Cash Flows |
5 | |
| Notes to the Consolidated Financial Statements |
6 - 13 | |
Independent Auditors Report
Board of Directors of
Wellspring Partners Ltd. and Subsidiary
We have audited the consolidated balance sheet of Wellspring Partners Ltd. and Subsidiary as of December 31, 2006 and the related consolidated statements of operations, changes in stockholders equity and cash flows for the year then ended. These financial statements are the responsibility of the Firms management. Our responsibility is to express an opinion on these financial statements based on our audit. The consolidated financial statements of Wellspring Partners Ltd. and Subsidiary for the year ended December 31, 2005 were audited by Altschuler, Melvoin and Glasser LLP, certain of whose partners have become partners of McGladrey & Pullen, LLP. Altschuler, Melvoin and Glasser LLPs report, dated January 19, 2006, expressed an unqualified opinion on those statements and is included at Exhibit 99.2 in this current report on Form 8KA.
We conducted our audit in accordance with the 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Wellspring Partners Ltd. and Subsidiary as of December 31, 2006, and its results of operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
| /s/ McGladrey & Pullen, LLP |
| Chicago, Illinois |
| March 15, 2007 |
| 1 | ||
Wellspring Partners Ltd. and Subsidiary
Consolidated Balance Sheets
December 31, 2006 and 2005
| 2006 | 2005 | ||||||
| Assets |
|||||||
| Current assets |
|||||||
| Cash and cash equivalents |
$ | 566,672 | $ | 1,763,453 | |||
| Accounts receivable - trade (net of allowance of $50,000 and $25,000 in 2006 and 2005, respectively) |
3,381,798 | 1,726,694 | |||||
| Notes receivable - stockholders |
2,220,155 | ||||||
| Prepaid and other assets |
526,012 | 370,919 | |||||
| Prepaid retirement benefits |
520,445 | 1,620,694 | |||||
| Income taxes refundable |
67,266 | ||||||
| Deferred tax asset |
2,500 | 24,000 | |||||
| 7,217,582 | 5,573,026 | ||||||
| Equipment (net of accumulated depreciation and amortization of $888,046 and $628,649) |
1,064,199 | 609,819 | |||||
| Intangible assets (net of accumulated amortization of $87,744 and $63,257) |
160,056 | 184,543 | |||||
| Goodwill |
1,488,339 | ||||||
| 1,648,395 | 184,543 | ||||||
| $ | 9,930,176 | $ | 6,367,388 | ||||
| Liabilities and Stockholders Equity |
|||||||
| Current liabilities |
|||||||
| Trade payables and other liabilities |
$ | 3,432,315 | $ | 3,605,039 | |||
| Accrued retirement benefits |
680,000 | 458,663 | |||||
| Loan payable - minority interest holders |
1,536,000 | ||||||
| Unearned revenue |
2,590,000 | ||||||
| Deferred tax liability |
104,000 | ||||||
| 8,238,315 | 4,167,702 | ||||||
| Long-term liabilities |
|||||||
| Accrued pension liability |
512,770 | | |||||
| Stockholders equity |
|||||||
| Common stock (no par value; 10,000 shares authorized; 6,124 and 5,384 shares issued and outstanding) |
8,685,779 | 2,119,000 | |||||
| Accrued pension liability |
(512,770 | ) | |||||
| Retained earnings |
(6,993,918 | ) | 80,686 | ||||
| 1,179,091 | 2,199,686 | ||||||
| $ | 9,930,176 | $ | 6,367,388 | ||||
| See accompanying notes. | 2 |
Wellspring Partners Ltd. and Subsidiary
Consolidated Statements of Operations
Years Ended December 31, 2006 and 2005
| 2006 | 2005 | |||||||
| Fees collected for professional services |
$ | 51,824,786 | $ | 34,360,536 | ||||
| Operating expenses |
||||||||
| Principal salaries, staff salaries and incentives |
17,003,547 | 10,979,501 | ||||||
| Fringe benefits |
2,499,952 | 1,310,390 | ||||||
| Independent contractors |
13,399,041 | 9,978,296 | ||||||
| Other operating and administrative |
8,059,957 | 4,737,569 | ||||||
| 40,962,497 | 27,005,756 | |||||||
| Income from operations before principal incentives, retirement plan provisions and income taxes |
10,862,289 | 7,354,780 | ||||||
| Principal incentives |
(16,069,279 | ) | (6,019,000 | ) | ||||
| Retirement plan provisions |
(1,950,114 | ) | (1,473,629 | ) | ||||
| Operating loss and loss before income taxes |
(7,157,104 | ) | (137,849 | ) | ||||
| Provision (benefit) for income taxes |
(82,500 | ) | 25,900 | |||||
| Net loss |
$ | (7,074,604 | ) | $ | (163,749 | ) | ||
| See accompanying notes. | 3 |
Wellspring Partners Ltd. and Subsidiary
Statements of Changes in Stockholders Equity
Years Ended December 31, 2006 and 2005
| Common Stock |
Accumulated Loss |
Retained Earnings |
Totals | |||||||||||||
| Balance, December 31, 2004 |
$ | 75,000 | $ | (312,757 | ) | $ | 244,435 | $ | 6,678 | |||||||
| Issuance of stock |
2,044,000 | 2,044,000 | ||||||||||||||
| Comprehensive loss |
||||||||||||||||
| Additional minimum pension liability |
312,757 | 312,757 | ||||||||||||||
| Net income |
(163,749 | ) | (163,749 | ) | ||||||||||||
| Comprehensive income |
149,008 | |||||||||||||||
| Balance, December 31, 2005 |
2,119,000 | | 80,686 | 2,199,686 | ||||||||||||
| Issuance of stock |
7,616,779 | 7,616,779 | ||||||||||||||
| Subscription receivable |
(1,050,000 | ) | (1,050,000 | ) | ||||||||||||
| Comprehensive income |
||||||||||||||||
| Additional minimum pension liability |
(512,770 | ) | (512,770 | ) | ||||||||||||
| Net loss |
(7,074,604 | ) | (7,074,604 | ) | ||||||||||||
| Comprehensive loss |
(7,587,374 | ) | ||||||||||||||
| Balance, December 31, 2006 |
$ | 8,685,779 | $ | (512,770 | ) | $ | (6,993,918 | ) | $ | 1,179,091 | ||||||
| See accompanying notes. | 4 |
Wellspring Partners Ltd. and Subsidiary
Consolidated Statements of Cash Flows
Years Ended December 31, 2006 and 2005
| 2006 | 2005 | |||||||
| Operating activities |
||||||||
| Net loss |
$ | (7,074,604 | ) | $ | (163,749 | ) | ||
| Issuance of stock grant |
5,414,941 | 714,000 | ||||||
| Deferred income taxes |
(82,500 | ) | 91,000 | |||||
| Accrued rent |
(8,272 | ) | 6,746 | |||||
| Depreciation |
259,397 | 197,715 | ||||||
| Amortization |
24,487 | 24,486 | ||||||
| Bad debt expense |
25,000 | |||||||
| Changes in |
||||||||
| Accounts receivable - trade |
(1,680,104 | ) | (687,747 | ) | ||||
| Income taxes refundable |
67,266 | (53,266 | ) | |||||
| Prepaid expenses |
945,156 | (1,742,433 | ) | |||||
| Trade payables and other liabilities |
474,391 | 1,971,695 | ||||||
| Income taxes payable |
(28,341 | ) | ||||||
| Net cash provided by (used in) operating activities |
(1,634,842 | ) | 330,106 | |||||
| Investing activities |
||||||||
| Acquisition of equipment |
(713,777 | ) | (258,285 | ) | ||||
| Net cash used in investing activities |
(713,777 | ) | (258,285 | ) | ||||
| Financing activities |
||||||||
| Issuance of stock |
1,151,838 | 1,330,000 | ||||||
| Net cash provided by financing activities |
1,151,838 | 1,330,000 | ||||||
| Increase (decrease) in cash and cash equivalents |
(1,196,781 | ) | 1,401,821 | |||||
| Cash and cash equivalents |
||||||||
| Beginning of year |
1,763,453 | 361,632 | ||||||
| End of year |
$ | 566,672 | $ | 1,763,453 | ||||
| Supplemental schedule of noncash investing and financing activities |
||||||||
| Issuance of stock grant |
$ | 5,414,941 | $ | 714,000 | ||||
| Purchase of minority interest with note payable |
$ | 1,536,000 | $ | | ||||
| Advances for payroll taxes |
$ | 2,220,155 | $ | | ||||
| See accompanying notes. | 5 |
Wellspring Partners Ltd. and Subsidiary
Notes to the Consolidated Financial Statements
Years Ended December 31, 2006 and 2005
Note 1 Organization and Significant Accounting Policies
Wellspring Partners Ltd. and Subsidiary (the Firm) was incorporated on January 10, 2000 and is engaged in the business of providing consulting related services to assist hospitals and health care organizations with improving their performance. Operations are conducted primarily from a leased facility located in Chicago, Illinois.
On October 5, 2001, the Firm formed Wellspring Valuation Ltd. in exchange for a 75 percent ownership interest. The subsidiary is engaged in the business of providing valuation and financial consulting services throughout the United States. On December, 29, 2006, the Firm acquired the remaining shares owned by employees for $1,536,000, which amount was owed as of December 31, 2006 (paid subsequent to balance sheet date). The excess price paid over book value has been reflected as goodwill after adjustments for related minority interest. On January 2, 2007, the Firm was sold to an unrelated party (See Note 11).
On January 9, 2006, the Firm formed Wellspring Advisors, LLC in exchange for a 65 percent ownership interest. The subsidiary was set up to engage in the business of providing financial restructuring for healthcare organizations under bankruptcy throughout the United States. No business was transacted in the subsidiary during the year. The Firm dissolved the partnership on December 28, 2006 and the Firm recorded a loss of $69 on the investment in 2006.
Revenue RecognitionThe Firm performs various performance improvement related services for health care organizations, valuation services and other financial consulting services and recognizes revenue as the services are performed. Commitment fees are deferred and recognized as revenue over the expected period that fees are earned. Any unrecognized commitment fees are presented as unearned revenue on the balance sheet.
Principles of ConsolidationAll significant intercompany transactions and balances have been eliminated. The 25 percent ownership of Wellspring Valuation Ltd. not owned by Wellspring Partners Ltd at December 31, 2005 has been removed from income and equity and reflected as minority interest at that date. The minority interest is included with trade payables and other liabilities and in other operating and administrative expenses in the accompanying 2005 financial statements. At December 31, 2006, Wellspring Valuation, Ltd. was a wholly owned subsidiary.
EquipmentEquipment is recorded at cost. The provision for depreciation and amortization has been computed using accelerated methods over an estimated life of five, seven and ten years.
Intangible AssetsSee Note 10 to the financial statements.
EstimatesIn preparing financial statements in conformity with generally accepted accounting principles, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
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Wellspring Partners Ltd. and Subsidiary
Notes to the Consolidated Financial Statements
Years Ended December 31, 2006 and 2005
Note 1 Organization and Significant Accounting Policies, Continued
Cash and Cash EquivalentsThe Firm considers all highly liquid debt instruments, acquired with a maturity of three months or less, to be cash equivalents.
Accounts ReceivableThe Firm grants trade credit to its clients located throughout the United States. Receivables are valued at managements estimate of the amount that will ultimately be collected. The allowance for doubtful accounts is based on specific identification of uncollectible accounts and the Firms historical collection experience.
Income TaxesThe Firm utilizes the asset and liability method of accounting for income taxes whereby it recognizes deferred tax assets and liabilities for the future tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements.
In July 2006, the FASB issued FASB Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements tax positions taken or expected to be taken on a tax return. FIN 48 is effective for fiscal years beginning after December 15, 2006. If there are changes in net assets as a result of application of FIN 48, these will be accounted for as an adjustment to retained earnings.
Accrued RentRental expense is recognized over the term of the lease, inclusive of the portion of the term for which a rental concession has been granted, with the amount of the concession being reflected in trade `payables and other liabilities on the accompanying balance sheets. Such amounts will be amortized over the term of the lease during which the actual payments of rent are made.
Concentration of Credit RiskThe Firm maintains funds in financial institutions that, from time to time, exceed the FDIC insured limit. The Firm has not experienced any losses in such accounts. Management believes that the Firm is not exposed to any significant credit risk on cash and cash equivalents.
ReclassificationCertain 2005 amounts have been reclassified to conform to the 2006 presentation. These reclassifications have not changed the 2005 results.
Stock Based CompensationOn January 1, 2006, the Firm adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (SFAS 123(R)) which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based payment awards made to employees and directors. SFAS 123(R) supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), for periods beginning in fiscal 2006. SFAS 123(R) requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Firms consolidated income statement.
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Wellspring Partners Ltd. and Subsidiary
Notes to the Consolidated Financial Statements
Years Ended December 31, 2006 and 2005
Note 1 Organization and Significant Accounting Policies, Continued
Prior to January 1, 2006, the Firm accounted for equity-based awards to employees and directors using the intrinsic value method in accordance with APB 25 as allowed under Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS 123). Compensation expense is equal to the excess, if any, of the market price of the stock over the exercise price on the grant date of the award. Pro forma information regarding net loss was required by SFAS 123 and was determined as if the Firm had accounted for its employee stock options under the minimum value method (which assumes an expected volatility of zero). Statement 123(R) requires nonpublic companies that used the minimum value method of measuring equity share options for pro forma disclosure purposes under SFAS 123 to adopt its requirements prospectively to new awards and to awards modified, repurchased, or cancelled after the required effective date. The Firm continues to account for any portion of awards outstanding at the date of initial application using the accounting principles originally applied to those awards, the provisions of Opinion 25 and its related interpretive guidance.
As discussed in Note 4, the Firm granted 425 options during the year ended December 31, 2006. These options were cancelled at the time of the subsequent event discussed in Note 12. The related compensation expense for the year ended December 31, 2006 was not material.
Note 2 Stockholders Agreement
Pursuant to the terms of the Stockholders Agreement, as modified, in the event of a stockholders death, the Firm is required to purchase the shares for $10,000 per share.
In the event of a voluntary termination of employment or involuntary transfer (as defined in the agreement), the Firm is required to purchase the shares for $15 per share.
The purchase price may be paid entirely in cash, but not less than 25 percent of the total price. The remaining balance is payable over a period not more than 60 months, and is evidenced by promissory notes bearing interest at 6 percent per annum. The price per share may be redetermined by the Managing Committee, as defined in the agreement. Furthermore, the Firm purchased life insurance policies on each of the stockholders with a cumulative face value aggregating $24,000,000 to assist in the redemption of the aforementioned shares. Life insurance proceeds which are received as the result of the death of a stockholder must be paid to the estate of the stockholder or its successors.
Note 3 Employee Benefit Plans
The Firm established the Wellspring Partners Ltd. Defined Benefit Pension Plan & Trust effective January 18, 2000 for all eligible employees. Employees vest in the Plan over a period of six years.
As of December 31, 2006, the fair value of the plan assets amounted to $5,317,208. Additionally, the Firm has provided a provision for the 2006 benefit cost in the amount of $1,108,000 for financial reporting purposes and $0 for tax reporting purposes.
Defined Benefit Plans status as of December 31, 2006 and 2005 and certain other information regarding the Plan for the years then ended is as follows:
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Wellspring Partners Ltd. and Subsidiary
Notes to the Consolidated Financial Statements
Years Ended December 31, 2006 and 2005
Note 3 Employee Benefit Plans, Continued
Obligations and Funded Status
| 2006 | 2005 | |||||||
| Benefit obligation |
$ | (5,621,523 | ) | $ | (3,983,313 | ) | ||
| Fair value of plan assets |
5,317,208 | 4,946,240 | ||||||
| $ | (304,315 | ) | $ | 962,927 | ||||
| Prepaid pension cost |
$ | (489,509 | ) | $ | | |||
| Accrued pension cost |
512,770 | |||||||
| Additional minimum pension liability |
(512,770 | ) | ||||||
| $ | (489,509 | ) | $ | | ||||
Assumptions
| 2006 | 2005 | |||||||
| Weighted-average assumptions |
||||||||
| Discount rate |
7.50 | % | 7.50 | % | ||||
| Expected rate on plan assets |
7.50 | 7.50 | ||||||
| Benefit cost |
$ | 1,107,905 | $ | 855,000 | ||||
| Employer contribution |
$ | | $ | 2,350,504 | ||||
| Plan participants contributions |
$ | | $ | | ||||
| Benefits paid |
$ | | $ | | ||||
Plan Assets
The Firms pension plan weighted-average asset allocations at December 31, 2006 and 2005 by asset category are as follows:
| 2006 | 2005 | |||||
| Asset category |
||||||
| Equity securities |
75.75 | % | 50.38 | % | ||
| Real estate |
0.00 | 0.00 | ||||
| Cash |
24.25 | 49.62 | ||||
| 100.00 | % | 100.00 | % | |||
Termination of the Plan
The Defined Benefit Plan was frozen on January 2, 2007 in connection with the sale of the Firm (see Note 11). All obligations are expected to be distributed to the plan members in 2007. Upon termination of the Plan, the Firm may be obligated to make an additional contribution which is unknown at December 31, 2006.
| 9 |
Wellspring Partners Ltd. and Subsidiary
Notes to the Consolidated Financial Statements
Years Ended December 31, 2006 and 2005
Note 3 Employee Benefit Plans, Continued
Other Plans
Additionally, the Firm established the Wellspring Partners Ltd. Money Purchase Pension Plan & Trust effective January 1, 2001. Contributions payable during 2006 and 2005 amounted to $680,000 and $458,663, respectively. As of December 31, 2006 and 2005, the fair value of the plan assets amounted to $1,559,312 and $944,065, respectively. Pursuant to the Fifth Amendment of the Plan which was adopted January 1, 2003, the employer shall contribute 12.5 percent of each participants annual compensation. The vesting period was also changed to a period of six years. During the year, the Plan also established the guidelines under which the Participant Loan Program will be administered. As of December 31, 2006 and 2005, one loan was outstanding. Pursuant to the Seventh Amendment of the Plan which was adopted April 2, 2004, minimum distribution requirements were established beginning with the 2002 calendar year. Minimum distribution requirements are outlined in Articles Two through Six in the Seventh Amendment of the Plan.
On August 18, 2003, the Firm established the Wellspring Valuation Ltd. 401(k) Profit Sharing Plan (the Plan). The Plan is offered to all eligible employees. Employee contributions are generally limited to the IRS annual limitation amounts. The Firm matches the employee contribution 100 percent. The Plan also allows for an additional Firm discretionary contribution. No discretionary contributions were made for 2006 and 2005. The Firms matching contributions amounted to $162,114 and $161,629 for 2006 and 2005, respectively.
Note 4 Stock Option Plan
During 2003, the Firm adopted the Wellspring Partners Ltd. 2003 Stock Option Plan to be administered by the Managing Committee. 1,000 shares of voting common stock are to be reserved. The shares are authorized but unissued. Under the Plan, stock options will be granted in whole or in part as an incentive stock option to selected employees who are not an owner of 10 percent or more of the total combined voting power of the Firm and its Subsidiaries (except as noted in the plan document). Each option shall provide for a fixed expiration date of not later than 10 years from the date granted. Should the award expire or be forfeited, the shares shall become available for use once again. The price shall be fixed by the Managing Committee at the time of granting and in no event shall be less than 100 percent of the fair market value on the date granted. All granted options have either vested or the exercise dates have been accelerated due to the change in control of the company (see Note 11). In 2006, 215 shares (options) were exercised. The firm advanced to the shareholders the applicable payroll taxes in conjunction with the exercise of such stock options, which amounts were repaid on January 2, 2007.
The Firm adopted Statement of Financial Accounting Standards No. 123R (FAS-123R), Share-Based Payment, which is a revision of FAS-123, Accounting for Stock-Based Compensation. For options granted prior to January 1, 2006, no compensation expense was recognized in the Firms financial statements because the exercise price of the Firms employee stock options was equal to the market price of the Firms common stock on the date of grant.
There were 425 stock options granted in 2006, all of which were outstanding. These options were terminated in connection with the sale of the Firm (see Note 11) and were determined to have an insignificant value at December 31, 2006.
| 10 |
Wellspring Partners Ltd. and Subsidiary
Notes to the Consolidated Financial Statements
Years Ended December 31, 2006 and 2005
Note 5 Stock Grants
The Firm granted a total of 525 and 72 shares of stock to two and one stockholders in 2006 and 2005, respectively, for achieving performance based goals. The total compensation expense recorded in connection with the stock grants for 2006 and 2005 amounted to $5,414,941 and $714,000, respectively. The 2006 compensation expense was calculated considering the sales price per share (see Note 11). The Firm advanced to the shareholders the applicable payroll taxes in conjunction with the granting of the stock, which amounts were repaid on January 2, 2007.
Note 6 Financing Arrangement
The Northern Trust Company (the Bank), issued an irrevocable standby letter of credit, dated November 1, 2005 in the amount of $120,000, in connection with the Firms lease (see Note 9). Additionally, the Bank has agreed to loan the Firm up to $1,000,000 as evidenced by a note. This note was closed on January 2, 2007. As of December 31, 2006, no loans had been advanced against this agreement.
Note 7 Income Taxes
The reconciliation of income taxes at statutory rates as of December 31, 2006, is as follows:
| Income tax (benefit) at statutory rate (including state benefit) | $(2,827,500) | |||
| Income tax effect of various permanent differences | 91,900 | |||
| Other | (98,900 | ) | ||
| Change in valuation allowance on deferred tax assets | 2,752,000 | |||
| $ | (82,500 | ) | ||
The provision (benefit) for income taxes for the years ended December 31, 2006 and 2005, is as follows:
| 2006 | 2005 | |||||||
| Current (benefit) provision |
$ | | $ | (65,100 | ) | |||
| Deferred obligation (benefit) |
(2,834,500 | ) | 91,000 | |||||
| Valuation allowance |
2,752,000 | |||||||
| $ | (82,500 | ) | $ | 25,900 | ||||
The deferred tax asset (liability) of $2,754,500 and $(104,000), as of December 31, 2006 and 2005, primarily results from (a) unearned revenue for the current year, (b) net operating loss carryforward and (c) retirement plan obligations provided for financial reporting purposes as compared to tax reporting purposes.
Based on the sale of the Firm (see Note 11) in 2007, management is unsure whether the deferred tax asset will be fully realized. Accordingly, the Firm provided for a full valuation allowance against its net deferred tax assets at December 31, 2006.
| 11 |
Wellspring Partners Ltd. and Subsidiary
Notes to the Consolidated Financial Statements
Years Ended December 31, 2006 and 2005
Note 8 Commitment
Each of the employee/stockholders have entered into three-year employment agreements which provide for severance payments in the event of termination with or without cause (as further defined in the agreements). The agreements automatically renew for a specified period (as defined). A stockholder terminating without cause (as defined) would receive severance based upon three times their annual compensation, payable over three years. A stockholder who is terminated with cause (as defined) would receive severance based upon one time their annual salary, payable over 12 months. The employment agreements were terminated in connection with the sale (see Note 11).
Note 9 Future Minimum Lease Payments
The Firm entered into a lease effective November 2001 providing for annual minimum rents. The operating lease was amended on August 16, 2002 to expand the premises to 14,036 square feet, expiring October 31, 2011, and also provided for rent abatement for a portion of the space. The benefit of the rent abatement has been recorded as accrued rent and will be amortized over the life of the lease. The operating lease was amended on May 31, 2006 to expand the premises to 18,925 square feet beginning on January 1, 2007. The expansion space term will expire on September 30, 2008.
In addition to the future minimum lease payments below, the Firm pays 2.6679 percent of operating costs of the building, payable monthly. The lease is secured by an irrevocable letter of credit in the amount of $120,000. As of December 31, 2006, the letter of credit was not reduced.
Future minimum lease payments required are as follows:
| 2007 |
$ | 435,071 | |
| 2008 | 423,263 | ||
| 2009 | 360,426 | ||
| 2010 | 371,239 | ||
| 2011 | 317,144 | ||
| $ | 1,907,143 | ||
Rent expense for 2006 and 2005 amounted to $571,547 and $720,825, respectively.
The lease also provides for a cancellation option (as defined in the agreement) effective September 30, 2008, which would require the Firm to pay a termination fee of approximately $477,000.
Note 10 Asset Purchase
On June 24, 2003 the Firm purchased the assets of Healthcare Valuation Services, LLC (HVS) for $287,800. The assets purchased were fixed assets comprised of computer equipment and software, as well as intangible assets comprised of a client listing, which is being amortized over a 10-year period. The assets were purchased at their fair market value (FMV). Amortization expense at December 31, 2006 and 2005 amounted to $24,487.
| 12 |
Wellspring Partners Ltd. and Subsidiary
Notes to the Consolidated Financial Statements
Years Ended December 31, 2006 and 2005
Note 11 Subsequent Event
On January 2, 2007, the Firms stockholders sold their interest in the Firm to Huron Consulting Group, Inc. for the price of $65,000,000. The stockholders have the ability to earn additional proceeds based on the performance of the company through December 31, 2011 based on the conditions set forth in the sales contract.
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