COMMUNITY BLOOD CENTERS OF FLORIDA, INC. AND AFFILIATE

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1 CONSOLIDATED FINANCIAL STATEMENTS

2 CONTENTS Independent Auditors Report...1 Consolidated Financial Statements Statement of Financial Position Statement of Activities and Changes in Net Assets...4 Statement of Cash Flows...5 Notes to Consolidated Financial Statements Independent Auditors Report on Supplementary Information...15 Supplementary Information Consolidated Statement of Functional Expenses...16

3 INDEPENDENT AUDITORS REPORT The Board of Directors Community Blood Centers of Florida, Inc. Lauderhill, Florida We have audited the accompanying consolidated statement of financial position of Community Blood Centers of Florida, Inc. (a non profit organization) and Affiliate as of January 26, 2012, and the related consolidated statements of activities and changes in net assets, and cash flows for the period from October 1, 2011 to January 26, These consolidated financial statements are the responsibility of the Organization s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with 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 consolidated 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 includes 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 on the effectiveness of the Organization s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 Community Blood Centers of Florida, Inc. and Affiliate as of January 26, 2011, and the changes in their net assets and their cash flows for the period from October 1, 2011 to January 26, 2012 in conformity with accounting principles generally accepted in the United States of America. On January 27, 2012, Community Blood Centers of Florida, Inc. completed a merger and became an operating component of OneBlood, Inc. Fort Lauderdale, FL June 20, Marcum LLP n 450 East Las Olas Boulevard n Ninth Floor n Fort Lauderdale, Florida n Phone n Fax marcumllp.com

4 CONSOLIDATED STATEMENT OF FINANCIAL POSITION JANUARY 26, 2012 Assets Current Assets Cash and cash equivalents Unrestricted $ 15,927,839 Board restricted for future capital projects 18,000,000 Total cash and cash equivalents 33,927,839 Accounts receivable, net 10,175,983 Inventory 3,589,717 Prepaid expenses 591,031 Total Current Assets $ 48,284,570 Property and Equipment Automotive equipment 11,597,669 Furniture and fixtures 4,265,418 Laboratory and collection equipment 4,639,098 Leasehold improvements 733,442 Land 4,722,238 Buildings and improvements 16,568,975 42,526,840 Less accumulated depreciation 24,556,804 Net Property and Equipment 17,970,036 Other Assets Deposits and other assets 516,692 Goodwill 112,006 Total Other Assets 628,698 Total Assets $ 66,883,304 The accompanying notes are an integral part of these consolidated financial statements. 2

5 CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED) JANUARY 26, 2012 Liabilities and Net Assets Current Liabilities Accounts payable $ 4,201,915 Accrued scholarships 1,126,248 Accrued expenses 3,916,327 Total Current Liabilities $ 9,244,490 Net Assets Unrestricted Undesignated 39,638,814 Board designated for future capital projects 18,000,000 Total Net Assets 57,638,814 Total Liabilities and Net Assets $ 66,883,304 The accompanying notes are an integral part of these consolidated financial statements. 3

6 CONSOLIDATED STATEMENT OF ACTIVITIES AND CHANGES IN NET ASSETS Revenue Sale of blood products and services $ 31,263,254 Rental income 22,357 Direct public support 50 Interest income 16,075 Total Revenue $ 31,301,736 Expenses Cost of blood products and services 28,164,977 Cost of rental operations 20,878 Cost of management and general 3,389,803 Total Expenses 31,575,658 Other Income (Expense) Write-off of construction project (472,561) Gain on sale of assets 7,500 Total Other Expense, net (465,061) Decrease in Net Assets (738,983) Unrestricted Net Assets - Beginning 58,377,797 Unrestricted Net Assets - Ending $ 57,638,814 The accompanying notes are an integral part of these consolidated financial statements. 4

7 CONSOLIDATED STATEMENT OF CASH FLOWS Cash Flows from Operating Activities Decrease in net assets $ (738,983) Adjustments to reconcile decrease in net assets to net cash and cash equivalents provided by operating activities: Depreciation and amortization $ 465,423 Amortization of goodwill 21,327 Write-off of construction project 472,561 Gain on disposition of property and equipment (7,500) Provision for doubtful accounts 275,042 Change in operating assets and liabilities: Accounts receivable 556,935 Inventory 527,834 Prepaid expenses 10,215 Deposits and other assets (350,790) Accounts payable 995,685 Accrued scholarships 432,880 Accrued expenses (1,154,839) Total Adjustments 2,244,773 Net Cash and Cash Equivalents Provided By Operating Activities 1,505,790 Cash Flows from Investing Activities Acquisition of property and equipment (280,677) Proceeds from sale of property and equipment 7,500 Net Cash and Cash Equivalents Used in Investing Activities (273,177) Net Increase in Cash and Cash Equivalents 1,232,613 Cash and Cash Equivalents - Beginning 32,695,226 Cash and Cash Equivalents - Ending $ 33,927,839 Supplemental Disclosures of Cash Flow Information Interest $ -- Income taxes $ -- The accompanying notes are an integral part of these consolidated financial statements. 5

8 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION Community Blood Centers of Florida, Inc. ( CBC ) was established as a Florida not-forprofit organization in March 1974 to maintain and operate a depot for the collection, classification, storage and distribution of human blood and blood products for patients in Florida. Community Blood Centers Laboratory Services, Inc. ( Laboratory Services ) was established as a Florida not-for-profit organization in August 2009 to operate a laboratory to support CBC. Laboratory Services commenced operations in February 2010, as a result of the separation of certain laboratory activities from CBC. CBC and Laboratory Services (collectively, the Organization ) are separate legal entities operating within various counties primarily throughout South Florida. CBC is the sole corporate member of Laboratory Services. As a result of this common control relationship, the financial statements of CBC and Laboratory Services have been consolidated for financial statement reporting purposes. All material intercompany accounts and transactions have been eliminated in consolidation. On January 27, 2012, CBC completed a merger with two other Florida independent, notfor-profit blood centers, Florida s Blood Centers, Inc. and Florida Blood Services, Inc. The new merged organization, OneBlood, Inc. will serve more than 200 hospitals and health facilities throughout most of Florida, parts of southern Georgia and Alabama. FINANCIAL STATEMENT PRESENTATION Revenues, expenses, gains and losses are classified based on the existence or absence of donor-imposed restrictions. Accordingly, net assets of the Organization and changes therein are classified and reported as follows: Unrestricted net assets - Net assets that are not subject to any donor-imposed restrictions. Temporarily restricted net assets - Net assets subject to donor-imposed restrictions on their use which may be met either by actions of the organization or the passage of time. Permanently restricted net assets - Net assets subject to donor-imposed or other legal restrictions requiring that the principal be maintained permanently by the Organization. 6

9 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) FINANCIAL STATEMENT PRESENTATION (CONTINUED) Generally, the donors permit the Organization to use all or part of the income earned for either general or donor-specified purposes. There are no temporarily or permanently restricted net assets as of January 26, CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. REVENUE AND ACCOUNTS RECEIVABLE Blood and blood product revenues are recognized upon the distribution of blood products. In the normal course of business, the Organization provides credit to its customers, performs credit evaluations of these customers and maintains reserves for potential losses which, when realized, have historically been within the range of management's allowance for doubtful accounts. Provisions for discounts are recorded as a component of net sales in the period the sales are recognized. The Organization establishes an allowance for uncollectible accounts receivable based on historical experience and any specific customer collection issues that the Organization has identified. The allowance for doubtful accounts and discounts was approximately $1,523,000 as of January 26, INVENTORY Inventory of blood and blood products is stated at expected selling price less mark-up, which is not materially different than cost. Inventory of all other supplies is stated at lower of cost or market, with cost determined using an average cost method. LONG LIVED ASSET Long lived assets such as property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the use 7

10 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) LONG LIVED ASSET (CONTINUED) and eventual disposition of the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. PROPERTY AND EQUIPMENT Property and equipment are reported on the basis of historical cost at the date of acquisition. Donated items are recorded at fair value at the date of the contribution. The Organization capitalizes assets with a value in excess of $2,500 and a useful life greater than one year. Expenditures that materially increase values, change capacities, or extend useful lives are capitalized. Depreciation is computed using the straight line method, beginning in the year of acquisition, at rates estimated by management to amortize the cost of the various assets during their expected use as follows: Estimated Useful Lives Automotive equipment Furniture and fixtures Laboratory and collection equipment Leasehold improvements Buildings and improvements 3-5 years 5-7 years 5-7 years 5-7 years years Depreciation and amortization related to property and equipment amounted to approximately $465,000 for the period from October 1, 2011 to January 26, GOODWILL Goodwill represents the excess of cost over fair value of net assets acquired. Financial Accounting Standards Board ( FASB ) Accounting Standards Codification ( ASC ) states that the provisions for measuring and recognizing impairment of goodwill that was acquired prior to the beginning of the first annual reporting period beginning on or after December 15, 2009, do not apply to not-for-profit organizations. As the Organization s goodwill was acquired prior to that period, the Organization is amortizing goodwill on a straight-line basis over 15 years. Amortization of goodwill amounted to approximately $21,000 for the period from October 1, 2011 to January 26,

11 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ACCRUED SCHOLARSHIPS Accrued scholarships represent scholarships that have been earned by public and private high schools that have not yet been awarded and therefore have not been funded by the Organization as of January 26, Each public or private school receives an amount to be distributed as scholarships to its students based on blood donations received by the Organization from that school. Scholarships are awarded each year in April and are fully funded at the time of the award. Additionally, included in accrued scholarships is approximately $442,000 due to Scholarship Assistance Foundation, Inc. an organization whose board members are affiliated with the Organization. INCOME TAXES The Organization is a non-profit corporation, as described in section 501(c)(3) of the Internal Revenue Code, and is exempt from federal income taxes, except that unrelated business income is taxable. The Organization had no unrelated business income tax for the period from October 1, 2011 to January 26, The Organization follows the provisions of FASB ASC Topic and related subsections for the recognition, measurement, classification, and disclosure in the financial statements of uncertain tax positions taken or expected to be taken in the Organization s tax returns. As a result of implementing this guidance, management has determined that the Organization does not have any uncertain tax positions and associated unrecognized benefits that materially impact the consolidated financial statements or related disclosures. Since tax matters are subject to some degree of uncertainty, there can be no assurance that the Organization s tax returns will not be challenged by the taxing authorities and that the Organization will not be subject to additional tax, penalties, and interest as a result of such challenge. If the Organization were to incur an income tax liability in the future, interest would be reported as interest expense and penalties would be reported as income taxes. Generally, the Organization s tax returns remain open for federal income tax examination for three years from the date of filing. ADVERTISING COSTS The Organization expenses all advertising costs as incurred. Total advertising costs were approximately $3,000 for the period from October 1, 2011 to January 26,

12 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) SHIPPING AND HANDLING The Organization includes shipping and handling costs in cost of blood products and services. Total shipping and handling costs included in costs of blood products and services was approximately $480,000 for the period from October 1, 2011 to January 26, USE OF ESTIMATES The preparation of the consolidated financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of fixed assets, allowance for doubtful accounts, inventory, and other contingencies. SUBSEQUENT EVENTS Subsequent events have been evaluated through June 20, 2012, which is the date these consolidated financial statements were available to be issued. No events other than the events disclosed herein, required disclosure in or adjustment to the consolidated financial statements. NOTE 2 - INVENTORY The inventory balance consists of: Blood and blood products $ 1,624,558 Laboratory and other supplies 1,965,159 Total Inventory $ 3,589,717 10

13 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 LINE OF CREDIT The Organization had an unused line of credit as of January 26, 2012, which allowed for maximum borrowings of up to $3,000,000. Borrowings under the line of credit bore interest at the lender's prime rate (3.00% at January 26, 2012) less 1%, not to fall below 3.0%, and were collateralized by all business assets. The line of credit was canceled on March 12, The Organization also had an unused guidance line of credit as of January 26, 2012, which allowed for maximum borrowing of up to $4,000,000. The line was only made available at the financial institution s discretion, in the event of a natural disaster that would cause a significant interruption in the Organization s operations. The guidance line of credit was canceled on March 12, NOTE 4 CONCENTRATION OF CREDIT RISK CASH AND CASH EQUIVALENTS Substantially all of the Organization's cash and cash equivalents are maintained at one financial institution and from time to time may exceed federally-insured limits. The Organization maintains its cash and cash equivalents at a high quality financial institution which the Organization believes limits this risk. The Organization had cash and cash equivalents in excess of federally insured limits of approximately $28,628,000 at January 26, MAJOR CUSTOMER The Organization provides blood and blood products collected from volunteer donors to hospitals and healthcare organizations across the United States, though priority in the distribution is given to customers in South Florida. Revenues generated from one customer amounted to approximately 13% of the Organization s total revenues for the period from October 1, 2011 to January 26, 2012 and represented approximately 16% of the outstanding accounts receivable at January 26, No other single customer accounted for greater than 10% of revenues during the year. MAJOR VENDOR The Organization obtains blood supplies and services, such as the blood testing, from various vendors. Purchases from one vendor amounted to approximately 11% of the Organization s total cost of blood products and services for the period from October 1, 2011 to January 26, 2012 and approximately 23% of the outstanding accounts payable at January 26,

14 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 EMPLOYEE 403(B) PLAN AND SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN CBC has adopted a defined contribution 403(b) plan. Each employee decides their individual contribution to the plan and CBC matches up to 3% of eligible salary and contributes an additional 5% of salary after one year of service. The Organization contributed approximately $755,000 to the plan during the period from October 1, 2011 to January 26, CBC also maintains a Key Employee Secured Benefit Plan (the KESBP ). The KESBP is funded solely by participant and sponsor contributions, deposited with an Insurance Carrier, who shall issue a Policy on the Plan Participant s life. CBC contributions are equal to 10% of the total compensation earned by the plan participant during the plan year. The participants are immediately vested in participant contributions and are 100% vested in sponsor contributions after 5 continuous years of full-time employment with the Organization. The Organization contributed approximately $80,000 to the KESBP during the period from October 1, 2011 to January 26, NOTE 6 LEASES The Organization leases equipment and office space at various locations under noncancelable operating lease agreements expiring at various dates through September At January 26, 2012, the approximate future lease obligations under the non-cancelable portion of leases with terms in excess of one year are as follows: For the Year Ending January 26, Amount 2013 $ 718, , , , ,000 Thereafter 869,000 Total $ 2,495,000 Rent expense under all operating leases was approximately $287,000 for the period from October 1, 2011 to January 26,

15 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 7 COMMITMENTS AND CONTINGENCIES The Organization is exposed to various asserted and unasserted claims in the normal course of business. In the opinion of management, the resolution of these matters will not have a material adverse effect on the Organization s consolidated financial statements. SELF INSURANCE The Organization self-funds health benefits for eligible employees and their dependents. Health insurance expense is recorded on an accrual basis. An accrued liability of approximately $744,000 is recorded at year-end, which estimates the incurred but not reported claims. The Organization has stop loss insurance to cover catastrophic claims. The coverage consists of an individual stop loss of $150,000 and an aggregate stop loss up to a maximum of approximately $4,000,000. Blood products carry the risk of transmitting infectious diseases. The Organization carefully screens donors, uses the latest available technology to test its blood products for known pathogens and complies with all applicable safety regulations. Nevertheless, the risk that screening and testing processes might fail or that new pathogens may go undetected cannot be completely eliminated. The Organization is self-insured for claims that may be brought against the Organization by infected patients. These claims, if any, could materially and adversely affect the Organization's financial condition. REGULATIONS State and federal laws set forth anti-kickback and self-referral prohibitions and otherwise regulate financial relationships between blood banks and hospitals, physicians and other persons who refer business to them. While the Organization believes its present operations comply with applicable regulations, there can be no assurance that future legislation or rule making, or the interpretation of existing laws and regulations will not prohibit or adversely impact the delivery by the Organization of its services and products. CONSTRUCTION PROJECT On August 12, 2010, the Organization entered into an agreement with an architect for the proposed development of a new operating facility. The Organization will be provided with basic architect services, including, design and development work for the proposed construction of an office, warehouse and maintenance facility, as defined in the agreement. The agreement calls for fixed-fee compensation of $514,880 plus reimbursable expenses; with any additional services billed on a negotiated fixed or hourly fee basis. 13

16 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 7 COMMITMENTS AND CONTINGENCIES (CONTINUED) CONSTRUCTION PROJECT (CONTINUED) On January 3, 2011, the Organization entered into a development management agreement with an independent contractor. Under the terms of this agreement, the independent contractor will supervise and coordinate the design, development and construction of the project noted above. In exchange for these services, the Organization will pay a development fee equal to 3% of the overall construction, design and permitting costs, not to exceed $450,000, as defined. In March 2012, the Organization entered into an agreement to purchase approximately 4.25 acres of land including a 75,000 square foot building subject to certain terms and conditions. The Organization has until July 23, 2012 to complete their due diligence process and expects a closing date not to exceed July 30, 2012 pending acceptable inspection and due diligence results. As a result of the Organization s decision to purchase a building, during January 2012, the Organization wrote-off capitalized expenses amounting to approximately $473,000, which were related to professional fees incurred in the Organization s original plan to construct a new operating facility. 14

17 SUPPLEMENTARY INFORMATION

18 INDEPENDENT AUDITORS REPORT ON SUPPLEMENTARY INFORMATION The Board of Directors Community Blood Centers of Florida, Inc. Lauderhill, Florida We have audited the consolidated financial statements of Community Blood Centers of Florida, Inc. as of January 26, 2012 and for the period from October 1, 2011 to January 26, 2012 and have issued our report thereon dated June 20, 2012 which contained an unqualified opinion on those consolidated financial statements. Our audit was conducted for the purpose of forming an opinion on the consolidated financial statements taken as a whole. The consolidated statement of functional expenses on page 16 is presented for purposes of additional analysis and is not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole. Fort Lauderdale, FL June 20, Marcum LLP n 450 East Las Olas Boulevard n Ninth Floor n Fort Lauderdale, Florida n Phone n Fax marcumllp.com

19 CONSOLIDATED STATEMENT OF FUNCTIONAL EXPENSES Cost of Blood Cost of Cost of Products and Rental Management Services Operations and General Total Advertising and public relations $ 33,698 $ -- $ 10,313 $ 44,011 Amortization 21, ,327 Bad debt expense 275, ,042 Computer service 65, ,848 76,985 Depreciation and amortization 417, , ,423 Dues and subscriptions ,820 72,820 Employee benefits 1,378, ,265 1,539,822 Equipment rental, repairs and maintenance 330, , ,526 Insurance 182, , ,709 Lab test expense 3,324, ,324,243 Miscellaneous ,383 7,383 Mobile unit expenses 341, , ,008 Occupancy 684,195 6,336 24, ,834 Outside services 223, , ,214 Payroll taxes 936, ,742 1,077,515 Pension plan contribution 706, , ,313 Postage, shipping and handling 479, , ,331 Professional fees , ,812 Resource sharing 1,206, ,206,241 Salaries and wages 10,673, ,654,799 12,328,536 Scholarships 1,041, ,041,966 Supplies 5,397, ,383 5,483,248 Taxes, licenses and permits 1,260 14,542 45,426 61,228 Telephone 190, , ,783 Travel, meetings and professional development 251, , ,338 Total Expenses $ 28,164,977 $ 20,878 $ 3,389,803 $ 31,575,658 16

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