Exhibit 99.6
Infociencia S.L. and Infociencia Clinical Research S.L.
Unaudited Condensed Combined Balance Sheets
In Euros
| | | | |
| | September 30, | |
| | 2008 | |
Assets | | | | |
| | | | |
Current assets: | | | | |
Cash and cash equivalents | | € | 1,266,585 | |
Restricted cash | | | 2,761,668 | |
Accounts receivable, | | | 1,899,314 | |
Income tax receivable | | | 606,835 | |
Prepaid expenses and other current assets | | | 16,969 | |
| | | |
Total current assets | | € | 6,551,371 | |
| | | | |
Intangible assets, net | | | 7,309 | |
Equipment, net | | | 656,178 | |
Other non current assets | | | 350,005 | |
| | | |
Total assets | | € | 7,564,863 | |
| | | |
| | | | |
Liabilities and stockholders equity | | | | |
Current liabilities: | | | | |
Accounts payable | | € | 3,105,269 | |
Customer deposits | | | 2,761,668 | |
| | | |
Total current liabilities | | € | 5,866,937 | |
| | | | |
Grant debt | | | 812,621 | |
| | | |
Total liabilities | | € | 6,679,558 | |
| | | | |
Stockholders equity: | | | | |
Additional paid in capital | | | 416,278 | |
Accumulated other comprehensive loss | | | (65,988 | ) |
Retained earnings | | | 535,015 | |
| | | |
Total stockholders equity | | € | 885,305 | |
| | | |
Total liabilities and stockholders equity | | € | 7,564,863 | |
| | | |
The accompanying notes are an integral part of the combined financial statements.
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Infociencia S.L. and Infociencia Clinical Research S.L.
Unaudited Condensed Combined Statements of Operations
In Euros
| | | | | | | | |
| | Nine months ended |
| | September 30, 2008 | | September 30, 2007 |
| | |
Service revenue | | € | 3,684,080 | | | € | 3,363,172 | |
Reimbursement revenue | | | 2,522,588 | | | | 6,385,898 | |
Other revenue | | | 153,362 | | | | 212,686 | |
| | |
Total revenue | | | 6,360,030 | | | | 9,961,756 | |
| | | | | | | | |
Direct costs | | | 2,211,596 | | | | 1,423,734 | |
Reimbursable out-of-pocket costs | | | 2,522,588 | | | | 6,385,898 | |
Selling, general, and administrative expenses | | | 1,049,559 | | | | 1,352,178 | |
Depreciation and amortization | | | 337,955 | | | | 63,220 | |
| | |
Income from operations | | | 238,332 | | | | 736,728 | |
| | | | | | | | |
Other Income | | | 107,125 | | | | 87,612 | |
| | |
Income before provision for income taxes | | | 345,457 | | | | 824,340 | |
Provision for income taxes | | | 90,027 | | | | 228,265 | |
| | |
Net income | | € | 255,430 | | | € | 596,075 | |
| | |
The accompanying notes are an integral part of the combined financial statements.
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Infociencia S.L. and Infociencia Clinical Research S.L.
Unaudited Condensed Combined Statements of Cash Flows
In Euros
| | | | | | | | |
| | Nine months ended |
| | September 30, 2008 | | September 30, 2007 |
| | |
Net income | | € | 255,430 | | | € | 596,075 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
Depreciation and amortization | | | 337,955 | | | | 63,220 | |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts receivable | | | 1,201,075 | | | | 1,562,239 | |
Income taxes receivable | | | 1,017,505 | | | | (1,143,261 | ) |
Notes receivable | | | 40,000 | | | | — | |
Prepaid expenses and other current assets | | | 301,104 | | | | 36,601 | |
Other assets | | | (73,029 | ) | | | (4,446 | ) |
Accounts payable | | | (1,219,623 | ) | | | 137,548 | |
Deferred revenue | | | (138,873 | ) | | | — | |
Other liabilities | | | 3,615 | | | | 294,229 | |
| | |
Net cash provided by operating activities | | | 1,725,159 | | | | 1,542,205 | |
| | | | | | | | |
Investing activities | | | | | | | | |
Change in restricted cash | | | 1,825,194 | | | | (250,080 | ) |
Change in intangible assets | | | 4,530 | | | | (11,636 | ) |
Purchase of Equipment | | | (809,691 | ) | | | (463,442 | ) |
| | |
Net cash provided by (used in) investing activities | | | 1,020,033 | | | | (725,158 | ) |
| | | | | | | | |
Financing activities | | | | | | | | |
Dividends | | | (1,831,108 | ) | | | — | |
| | |
Net cash used in financing activities | | | (1,831,108 | ) | | | — | |
Net change in cash | | | 914,084 | | | | 817,047 | |
| | |
Cash and cash equivalents, beginning of period | | | 352,501 | | | | 747,904 | |
| | |
Cash and cash equivalents, end of period | | € | 1,266,585 | | | € | 1,564,951 | |
| | |
Supplemental disclosures of cash flow information | | | | | | | | |
Cash paid during the period for: | | | | | | | | |
| | |
Income taxes | | € | 471,336 | | | € | 163,930 | |
| | |
The accompanying notes are an integral part of the combined financial statements.
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Infociencia S.L. and Infociencia Clinical Research S.L.
Notes to Unaudited Condensed Combined Financial Statements
September 30, 2008
1. Nature of Business
Infociencia S.L. and Infociencia Clinical Research S.L. (referred to collectively as the “Company” or “Infociencia”) are Clinical Resource Organization’s (CRO’s), providing high-quality, efficient and flexible clinical development solutions to the pharmaceutical industry. The Company is able to leverage its high degree of clinical expertise, industry knowledge and specialization to reduce the expense and time frame of clinical development. The Company’s revenues are generated principally from customers located in Spain, while it does support clients and perform services in several European countries.
2. Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments with an original maturity of three months or less from date of purchase.
Restricted Cash
The Company receives cash in advance from certain customers specifically for the payment of investigator fees relating to specific projects. Such amounts are recorded in restricted cash and short term customer deposits in the accompanying combined balance sheets.
Concentration of Credit Risk
Financial instruments, which potentially subject the Company to credit risk, consist principally of cash and accounts receivable. The Company performs periodic evaluations of the financial institutions in which its cash is invested. The majority of the Company’s revenues and accounts receivable are derived from pharmaceutical companies located in France. The Company’s two largest customers accounted for approximately 34% and 14% of service revenues during the nine months ended September 30, 2008, the Company’s two largest customers accounted for approximately 17% and 14% of service revenues during the nine months ended September 30, 2007.
The two largest customers represented approximately 35% and 12% of the accounts receivable balance at September 30, 2008. No other customers represented more than 10% of net service revenues or accounts receivable during those periods or at those times. The Company provides an allowance for doubtful accounts based on experience and specifically identified risks. Accounts receivable are carried at fair value and charged off against the allowance for doubtful accounts when management determines that recovery is unlikely and the Company ceases collection efforts. During the periods contained within, the company had not identified any specific risks, and therefore no allowance for doubtful accounts was booked.
Principles of Combination
The combined financial statements include the accounts of Infociencia S.L. and Infociencia Clinical Research S.L. All significant intercompany balances and transactions have been eliminated in combination.
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Equipment
Equipment is recorded at cost. Expenditures for repairs and maintenance which do not extend the useful life of the related assets are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets ranging from 1 to 10 years.
Revenue and Cost Recognition
The majority of the Company’s service revenues are derived from fee-for-service contracts, some of which are fixed-price contracts. Revenues and the related costs of fee-for-service contracts are recognized in the period in which services are performed. Fixed-price contract revenue is recognized as services are performed. We measure progress for fixed price contracts using the concept of proportional performance based upon a unit-based output method. Under the unit-based output method, output units are pre-defined in the contract and revenue is recognized based upon completion of such output units. Revenue related to contract modifications is recognized when realization is assured and the amounts are reasonably determinable. Adjustments to contract estimates are made in the periods in which the facts that require the revisions become known. When the revised estimate indicates a loss, such loss is provided for in the financial statements during that period. No such losses were recognized in 2008 or 2007. Deferred revenue represents amounts billed to customers in excess of revenue recognized. Accounts receivable from customers, which represent deposits to be applied to customer invoices in future years or returned to the customer upon expiration of the contract are recorded in long term customer deposits.
In connection with the management of clinical trials, the Company pays, on behalf of its clients, fees to investigators and test subjects as well as other out-of-pocket costs for items such as travel, printing, meetings and couriers. The Company’s clients reimburse the Company for these costs. As required by EITF 01-14, amounts paid by the Company as a principal for out-of-pocket costs are included in direct costs as reimbursable out-of-pocket expenses and the reimbursements the Company receives as a principal are reported as reimbursed out-of-pocket revenue. In the statements of operations, the Company combines amounts paid by the Company as an agent for out-of-pocket costs with the corresponding reimbursements, or revenue, the Company receives as an agent. During the years ended September 30, 2008 and 2007 fees paid to investigators and other fees the Company paid as an agent and the associated reimbursements were approximately €2,523,000 and €6,386,000 respectively.
Income Taxes
The Company accounts for income taxes using an asset and liability approach which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts reportable for income tax purposes.
Recently Issued Accounting Pronouncements
See annual statement referenced in this 8K/A as exhibit 99.4.
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3. Equipment
Equipment consist of the following:
| | | | | | | | |
| | Useful life | | | September 30, 2008 | |
| | |
Furniture and fixtures | | | 1 to 10 years | | | | 792,081 | |
| | | | | | | |
| | | | | | | 792,081 | |
Less accumulated depreciation | | | | | | | (135,903 | ) |
| | | | | | | |
| | | | | | € | 656,178 | |
| | | | | | | |
4. Commitments and Contingencies
The Company uses certain equipment under various operating leases.
Future minimum lease payments subsequent to September 30, 2008 under non-cancelable operating leases are as follows:
| | | | |
| | Operating |
| | Leases |
2008 | | € | 1,986 | |
2009 | | | 9,468 | |
2010 | | | 9,468 | |
2011 | | | 6,258 | |
2012 | | | 3,045 | |
Thereafter | | | 1,524 | |
| | | |
Total minimum lease payments | | € | 31,749 | |
| | | |
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In addition to the operating leases listed above, the Company leases office space in two locations. The office space is leased on a month to month agreement, and can be cancelled without penalty at any time. Rent expense under such arrangements was€76,850 and€74,785 during the nine months ended September 30, 2008 and 2007, respectively.
5. Subsequent Events
On December 22, 2008 the shareholders of Infociencia sold 100% of their interest in the company to an unrelated party.
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