Attached files
| file | filename |
|---|---|
| 8-K/A - 8-K/A - First Choice Healthcare Solutions, Inc. | v364084_8ka.htm |
| EX-99.1 - EXHIBIT 99.1 - First Choice Healthcare Solutions, Inc. | v364084_ex99-1.htm |
| EX-99.2 - EXHIBIT 99.2 - First Choice Healthcare Solutions, Inc. | v364084_ex99-2.htm |
Pro Forma Financial Information
| Condensed Consolidated Pro Forma Unaudited Balance Sheet as of December 31, 2011 | 2 |
| Condensed Consolidated Pro Forma Unaudited Statement of Operations for the Year Ended December 31, 2011 |
3 |
| Notes to Condensed Consolidated Pro Forma Unaudited Financial Statements | 4 |
Unaudited Pro Forma Condensed Financial Information
On April 2, 2012, First Choice Healthcare Solutions, Inc. (the “Company” , “Registrant” or “FCHS”) , through a wholly owned subsidiary, FCID Medical, Inc., acquired all the issued and outstanding membership interests of First Choice Medical Group of Brevard, LLC is a limited liability company formed under the laws of the state of Delaware (“FCMG”) . FCMG is a developmental stage enterprise that is was formed for the purpose of organizing and establishing a multi-specialty medical group including orthopedics (both operative and nonoperative), sports medicine, pain management and neurology.
The transaction is accounted for using the purchase method of accounting
The purchase price for the acquisition was $2,524,000, as adjusted, of which approximately $1.15 million was paid in cash, accounts receivable due the Company of $508,000 and the balance, net of closing adjustments including invoiced service fees, was paid by issuing to the members of FCMG 244,045 shares, as adjusted, of the Company’s restricted common stock valued at $ 702,849.
The Proforma Unaudited Financial Statements have been prepared by management of the Company in order to present consolidated financial position and results of operations of the Registrant and FCMG as if the acquisition had occurred as of December 31, 2011 for the pro forma condensed balance sheet and to give effect to the acquisition of the Registrant, as if the transaction had taken place at January 1, 2011 for the pro forma condensed consolidated statement of losses for the year ended December 31, 2011.
The pro forma information is based on historical financial statements giving effect to the proposed transactions using the purchase method of accounting and the assumptions and adjustments in the accompanying notes to the pro forma financial statements. The unaudited pro forma financial information is not necessarily indicative of the actual results of operations or the financial position which would have been attained had the acquisitions been consummated at either of the foregoing dates or which may be attained in the future. The pro forma financial information should be read in conjunction with the historical financial statements of FCMG (including notes thereto) included in this Form.
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FIRST CHOICE HEALTHCARE SOLUTIONS, INC.
(formerly known as Medical Billing Assistance, Inc.)
PRO FORMA BALANCE SHEET AT DECEMBER 31, 2011
| FCHS | FCMG | |||||||||||||||||||
| December 31, | January 31, | |||||||||||||||||||
| 2011 | 2012 | REF | Adjustments | Combined | ||||||||||||||||
| ASSETS | ||||||||||||||||||||
| Current assets | ||||||||||||||||||||
| Cash | $ | 528,303 | $ | 70,621 | $ | - | $ | 598,924 | ||||||||||||
| Cash-restricted | 89,939 | - | - | 89,939 | ||||||||||||||||
| Prepaid and other current assets | 29,705 | - | - | 29,705 | ||||||||||||||||
| Deposits - Acquisitions | 998,032 | - | 1 | (998,032 | ) | - | ||||||||||||||
| Accounts receivable, other | 303,000 | - | 2 | (303,000 | ) | - | ||||||||||||||
| Capitalized financing costs, current portion | 57,348 | - | - | 57,348 | ||||||||||||||||
| Total current assets | 2,006,327 | 70,621 | (1,301,032 | ) | 775,916 | |||||||||||||||
| Property, plant and equipment | 4,537,099 | 554,056 | 1 | 1,772,982 | 6,864,137 | |||||||||||||||
| Other assets | ||||||||||||||||||||
| Capitalized financing costs, long term portion | 210,259 | - | - | 210,259 | ||||||||||||||||
| Deposits | 18,515 | - | - | 18,515 | ||||||||||||||||
| Total other assets | 228,774 | - | - | 228,774 | ||||||||||||||||
| Total assets | $ | 6,772,200 | $ | 624,677 | $ | 471,950 | $ | 7,868,827 | ||||||||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||
| Accounts payable and accrued expenses | $ | 175,699 | $ | 412,230 | 2 | $ | (303,000 | ) | $ | 284,929 | ||||||||||
| Notes payable, current portion | 92,392 | - | - | 92,392 | ||||||||||||||||
| Line of credit | - | 884,600 | 1 | (884,600 | ) | - | ||||||||||||||
| Advances | - | 250,000 | 1 | (250,000 | ) | - | ||||||||||||||
| Unearned revenue | 24,084 | - | - | 24,084 | ||||||||||||||||
| Deferred income taxes | 23,103 | - | - | 23,103 | ||||||||||||||||
| Total current liabilities | 315,278 | 1,546,830 | (1,437,600 | ) | 424,508 | |||||||||||||||
| Long term debt: | ||||||||||||||||||||
| Deposits held | 47,399 | - | - | 47,399 | ||||||||||||||||
| Notes payable, long term portion | 7,435,419 | - | - | 7,435,419 | ||||||||||||||||
| Total long term debt | 7,482,818 | - | - | 7,482,818 | ||||||||||||||||
| Total liabilities | 7,798,096 | 1,546,830 | (1,437,600 | ) | 7,907,326 | |||||||||||||||
| Stockholders' deficit | ||||||||||||||||||||
| Preferred stock | - | - | - | |||||||||||||||||
| Common stock | 12,463 | - | 1 | 244 | 12,707 | |||||||||||||||
| Additional paid in capital | 6,747,512 | - | 1 | 987,153 | 7,734,665 | |||||||||||||||
| Accumulated deficit | (7,785,871 | ) | (922,153 | ) | 1 | 922,153 | (7,785,871 | ) | ||||||||||||
| Total stockholders' deficit | (1,025,896 | ) | (922,153 | ) | 1,909,550 | (38,499 | ) | |||||||||||||
| Total liabilities and stockholders' deficit | $ | 6,772,200 | $ | 624,677 | $ | 471,950 | $ | 7,868,827 | ||||||||||||
| 2 |
FIRST CHOICE HEALTHCARE SOLUTIONS, INC.
CONDENSED CONSOLIDATED PRO FORMA UNAUDITED STATEMENT OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2011
| FCHS | FCMG | PRO FORMA ADJUSTMENTS | PRO FORMA CONDENSED CONSOLIDATED | |||||||||||||
| Revenues | $ | 1,304,757 | $ | - | $ | 1,304,757 | ||||||||||
| Operating expenses | 7,626,537 | 8,280 | 7,634,817 | |||||||||||||
| Net income (loss) from operations | (6,321,780 | ) | (8,280 | ) | (6,330,060 | ) | ||||||||||
| Other expenses | (245,378 | ) | - | (245,378 | ) | |||||||||||
| Net income (loss) before provision for income taxes | (6,567,158 | ) | - | (6,575,438 | ) | |||||||||||
| Income taxes(benefit) | (5,916 | ) | - | (5,916 | ) | |||||||||||
| Net income(loss) | $ | (6,561,242 | ) | $ | (8,280 | ) | $ | (6,569,522 | ) | |||||||
| Net Loss per common share, basic and diluted | $ | (.13 | ) | - | $ | (.13 | ) | |||||||||
| Weighted average common shares outstanding, basic and diluted | 49,718,959 | - | 49,963,004 | |||||||||||||
See accompanying notes to pro forma unaudited consolidated financial statements
| 3 |
FIRST CHOICE HEALTHCATE SOLUTIONS, INC.
NOTES TO CONDENSED PRO FORMA UNAUDITED FINANCIAL STATEMENTS
Unaudited Pro Forma Condensed Financial Information
The Pro forma Unaudited Condensed Financial Statements have been prepared in order to present consolidated financial position and results of operations of the Registrant and FCMG as if the acquisition had occurred as of December 31, 2011 for the pro forma condensed consolidated balance sheet and to give effect to the acquisition of the Registrant, as if the transaction had taken place at January 1, 2011 for the pro forma condensed consolidated statement of income for the year ended December 31, 2011.
The following pro forma adjustments are incorporated into the pro forma condensed consolidated balance sheet as of December 31, 2011 and the pro forma condensed consolidated statement of income for the year ended December 31, 2011, respectively.
(1) To record acquisition of FCMG.
(2) To eliminate intercompany balances
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