FLORHAM CONSULTING CORP - FORM 8-K/A - EX-99.14

Attached files

file	filename
8-K/A - FLORHAM CONSULTING CORP	v211591_8ka.htm
EX-99.5 - FLORHAM CONSULTING CORP	v211591_ex99-5.htm
EX-99.6 - FLORHAM CONSULTING CORP	v211591_ex99-6.htm
EX-99.3 - FLORHAM CONSULTING CORP	v211591_ex99-3.htm
EX-99.8 - FLORHAM CONSULTING CORP	v211591_ex99-8.htm
EX-99.7 - FLORHAM CONSULTING CORP	v211591_ex99-7.htm
EX-99.2 - FLORHAM CONSULTING CORP	v211591_ex99-2.htm
EX-99.4 - FLORHAM CONSULTING CORP	v211591_ex99-4.htm
EX-99.12 - FLORHAM CONSULTING CORP	v211591_ex99-12.htm
EX-99.11 - FLORHAM CONSULTING CORP	v211591_ex99-11.htm
EX-99.9 - FLORHAM CONSULTING CORP	v211591_ex99-9.htm
EX-99.10 - FLORHAM CONSULTING CORP	v211591_ex99-10.htm
EX-10.11 - FLORHAM CONSULTING CORP	v211591_ex10-11.htm
EX-99.13 - FLORHAM CONSULTING CORP	v211591_ex99-13.htm

INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited Pro Forma Condensed Consolidated Financial Statements	P-2

Unaudited Pro Forma Condensed Consolidated Balance Sheet As of September 30, 2010	P-3

Unaudited Pro Forma Condensed Consolidated Statement of Operations As of September 30, 2010	P-4

Unaudited Pro Forma Condensed Consolidated Statement of Operations As of December 31, 2009	P-5

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements	P-6

P-1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial information is based upon historical consolidated financial statements of Oak Tree Educational Partners, Inc. (Oak Tree) and its wholly owned subsidiaries, Educational Investors, Inc. (EII), Valley Anesthesia, Inc. (VAI) and Training Direct, LLC (TD). The pro forma financial information has been prepared to reflect the Merger of Educational Training Institute, Inc. (ETI) (the Merger) and the acquisitions of Culinary Tech Center, LLC (CTC) and Professional Culinary Academy, LLC (PCA) (the Acquisitions). The historical condensed consolidated financial information has been adjusted to give effect to the pro forma events that are directly attributable to the Merger and Acquisitions and are factually supportable and reasonably estimable with respect to these transactions. The unaudited pro forma condensed consolidated balance sheet has been prepared as of September 30, 2010 to give effect to the Merger and Acquisitions as if they had occurred on that date. The unaudited pro forma condensed consolidated statements of operations, which have been prepared for the nine months ended September 30, 2010 and for the year ended December 31, 2009 give effect to the Merger and Acquisitions as if they had occurred at the beginning of each such period presented. The pro forma statements are presented for illustrative purposes only and are not necessarily indicative of what Oak Tree’s actual results would have been had the merger and acquisitions been completed on the dates indicated above.

P-2

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 2010

	OAK TREE EDUCATIONAL PARTNERS, INC. AND SUBSIDIARIES			EDUCATIONAL TRAINING INSTITUTE, INC.			CULINARY TECH CENTER LLC		PROFESSIONAL CULINARY ACADEMY LLC			PRO FORMA
	September 30, 2010			September 30, 2010			September 30, 2010		September 30, 2010			ADJUSTMENTS			PRO FORMA
	(Historical)			(Historical)			(Historical)		(Historical)			Debits (Credits)			CONSOLIDATED
	(Unaudited)			(Unaudited)			(Unaudited)		(Unaudited)			(Unaudited)			(Unaudited)
ASSETS

Current Assets:
Cash and cash equivalents	$	451,170		$	13,029		$	7,158	$	2,820	A	$	788,558		$	1,262,735
Accounts receivable		163,098			201,826			746,983		200,652						1,312,559
Inventory and prepaid expenses		264,090			2,718			-		18,172	B,D		(198,243	)		86,737
Total current assets		878,358			217,573			754,141		221,644			590,315			2,662,031

Fixed assets at cost less accumulated depreciation		207,406			6,896			7,838		5,267			-			227,407

Other Assets:
Intangible assets less accumulated amortization		3,873,666									B,F		1,933,075			5,806,741
Deferred tax asset		19,245											-			19,245
Goodwill		323,296									B		295,333			618,629
Financing Costs											B,D,H		459,975			459,975
Other		95,409			8,600			514		624						105,147
Total other assets		4,311,616			8,600			514		624			2,688,383			7,009,737

	$	5,397,380		$	233,069		$	762,493	$	227,535		$	3,278,698		$	9,899,175

LIABILITIES, STOCKHOLDERS' AND MEMBERS' EQUITY

Current Liabilities:
Bank loan payable	$	-		$	18,928		$	-	$	-		$	-		$	18,928
Current maturities of other liabilities		339,124			-			-		-	A		87,032			426,156
Accounts payable		159,495			57,924			56,644		29,132			-			303,195
Accrued expenses		92,182			16,940			34,463		15,996	D,E,G		428,846			588,427
Income taxes payable		-			31,476			-		-			-			31,476
Deferred revenue		825,712			167,390			247,745		149,834			-			1,390,681
		1,416,513			292,658			338,852		194,962			515,878			2,758,863

Long term liabilities, net of current portion:
Senior Secured Note											A,C, I		2,147,899			2,147,899
Note payable		1,438,675			-			-		-			-			1,438,675
Capital lease obligation		15,116			-			-		-			-			15,116
Other		199,495			-			-		-	B		845,835			1,045,330
		1,653,286			-			-		-			2,993,734			4,647,020

STOCKHOLDERS' AND MEMBERS EQUITY
Capital stock		782			2,500			-		-	B,C		(2,191	)		1,091
Additional paid-in capital		4,373,670			-			-		-	B,C,D		902,479			5,276,149
Retained earnings		(1,906,466	)		(62,089	)		-		-	B		(674,988	)		(2,643,543	)
Shares held in escrow		(119,505	)		-			-		-			-			(119,505	)
Members' equity		-			-			423,641		32,573	B		(456,214	)		-
Note receivable - stockholders		(20,900	)		-			-		-			-			(20,900	)
		2,327,581			(59,589	)		423,641		32,573			(230,914	)		2,493,292

	$	5,397,380		$	233,069		$	762,493	$	227,535		$	3,278,698		$	9,899,175

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

P-3

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE PERIOD ENDED SEPTEMBER 30, 2010

	OAK TREE EDUCATIONAL PARTNERS, INC. AND			EDUCATIONAL TRAINING INSTITUTE, INC.			CULINARY TECH CENTER LLC		PROFESSIONAL CULINARY ACADEMY LLC
	SUBSIDIARIES For the Nine Months Ended September 30, 2010			For the Nine Months Ended September 30, 2010			For the Nine Months Ended September 30, 2010		For the Nine Months Ended September 30, 2010			PRO FORMA ADJUSTMENTS			PRO FORMA
	(Historical)			(Historical)			(Historical)		(Historical)			Debits (Credits)			CONSOLIDATED
	(Unaudited)			(Unaudited)			(Unaudited)		(Unaudited)			(Unaudited)			(Unaudited)

Net revenue	$	2,298,840		$	848,939		$	1,561,951	$	551,521	J	$	(663,766	)	$	4,597,485

Costs and expenses:
Cost of revenue		884,486			142,297			469,187		190,373						1,686,343
Selling and administrative expenses		1,366,761			478,399			673,867		417,050	E,J		(562,304	)		2,373,773
Acquisition costs		-			-						D		73,103			73,103
Stock Based Compensation		258,195			-								-			258,195
Depreciation and amortization		369,996			547			1,340		172	F,H		165,691			537,746
		2,879,438			621,243			1,144,394		607,595			(323,510	)		4,929,160

Income (loss) from operations		(580,598	)		227,696			417,557		(56,074	)		(340,256	)		(331,675	)

Other income (expense):
Interest expense		(252,916	)		(3,293	)					G,I		(396,821	)		(653,030	)
Interest income		1,004			-								-			1,004
		(251,912	)		(3,293	)		-		-			(396,821	)		(652,026	)

Income (loss) before income taxes		(832,510	)		224,403			417,557		(56,074	)		(737,077	)		(983,701	)

Provision for (benefit from)income taxes
Current					(2,121	)							-			(2,121	)
Deferred					-								-			-
		-			(2,121	)		-		-			-			(2,121	)

Net Income (loss)	$	(832,510	)	$	226,524		$	417,557	$	(56,074	)	$	(737,077	)	$	(981,580	)

Net (loss) per share - basic and diluted															$	(0.10	)

Weighted average number of common shares outstanding - basic and diluted																9,998,333

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

P-4

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2009

	OAK TREE EDUCATIONAL PARTNERS, INC. AND SUBSIDIARIES (Pro Foma, as previously			EDUCATIONAL TRAINING INSTITUTE, INC.			CULINARY TECH CENTER LLC		PROFESSIONAL CULINARY ACADEMY LLC			PRO FORMA ADJUSTMENTS			PRO FORMA
	reported(1))			(Historical)			(Historical)		(Historical)			Debits (Credits)			CONSOLIDATED
	(Unaudited)			(Audited)			(Audited)		(Audited)			(Unaudited)			(Unaudited)

Net revenue	$	2,923,677		$	2,885,070		$	297,299	$	444,519	J	$	(235,000	)	$	6,315,565

Costs and expenses:
Cost of revenue		1,040,763			967,548			182,385		220,982						2,411,678
Selling and administrative expenses		1,176,764			1,247,790			79,954		212,964	E,J		(184,600	)		2,532,872
Acquisition costs		393,015			-						B		73,103			466,118
Stock Based Compensation		1,098,678			-								-			1,098,678
Depreciation and amortization		497,170			1,170			907		49	F,H		220,921			720,217
		4,206,390			2,216,508			263,246		433,995			109,424			7,229,563

Income (loss) from operations		(1,282,713	)		668,562			34,053		10,524			(344,424	)		(913,998	)

Other income (expense):
Interest expense		(118,347	)		(2,259	)					G,I		(525,034	)		(645,640	)
Interest income		4,485			-								-			4,485
		(113,862	)		(2,259	)		-		-			(525,034	)		(641,155	)

Income (loss) before income taxes		(1,396,575	)		666,303			34,053		10,524			(869,458	)		(1,555,153	)

Provision for (benefit from) income taxes
Current		44,245			30,633								-			74,878
Deferred		(44,245	)		-								-			(44,245	)
		-			30,633			-		-			-			30,633

Net Income (loss)	$	(1,396,575	)	$	635,670		$	34,053	$	10,524		$	(869,458	)	$	(1,585,786	)

Net (loss) per share - basic and diluted															$	(0.29	)

Weighted average number of common shares outstanding - basic and diluted																5,439,572

(1) As reported in the Oak Tree Educational Partners, Inc. Form S-1/A filed with the SEC on October 1, 2010.

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

P-5

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

Pro Forma Adjustments

The unaudited pro forma condensed consolidated financial statements include pro forma adjustments to give effect to the balance sheet as of September 30, 2010 and to the statements of operations for the nine months ended September 30, 2010 and for the year ended December 31, 2009.

A. To reflect the impact in the pro forma financial statements for the borrowing of $3,000,000 under the secured debt facility.

Cash received from borrowing	$	788,558
Payment of Seller Note Payable - Current Portion		212,968
Financing costs paid		498,474
Cash paid for acquisitions		1,500,000
	$	3,000,000
Note Payable - Current Portion	$	300,000
Note Payable		2,700,000
	$	3,000,000

B. To reflect the impact in the pro forma financial statements for the issuance of 1,200,000 shares of the Company’s common stock issued to the shareholders in connection with the merger of ETI and the acquisitions of CTC and PCA.

Cash Disbursed in the acquisition for purchase of CTC and PCA	$	1,500,000
Common Stock Issued in Merger, par value $0.0001		120
Additional paid in Capital for shares issued in Merger		347,880
Note for payout of equity		396,625
Present Value of contingent consideration under future earnout		449,210
Other		1,123
	$	2,694,958
Identified intangible assets acquired		2,003,000
Value assigned to goodwill acquired in the transaction		295,333
Equity of acquired subsidiaries		396,625
	$	2,694,958
Accrued and expensed estimated acquisition-related costs	$	73,103

P-6

C. To reflect the impact in the pro forma financial statements for the common stock and warrants issued in connection with the loan.