Attached files
| file | filename |
|---|---|
| EX-99.2 - EX-99.2 - Fuse Medical, Inc. | fzmd-ex992_7.htm |
| 8-K - 8-K - Fuse Medical, Inc. | fzmd-8k_20171229.htm |
EXHIBIT 99.1
FUSE MEDICAL, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On December 29, 2017, Fuse Medical, Inc. (the “Company”) completed the previously-announced acquisition of CPM Medical Consultants, LLC (“CPM”), a Texas limited liability company, pursuant to that certain Purchase Agreement, by and between the Company and NC 143 Family Holdings, LP, dated December 15, 2017, whereby the Company would purchase all of the outstanding membership interests of CPM, as disclosed in the Company’s Form 8-K filed on December 19, 2017 (the “Merger”). CPM is now a wholly-owned subsidiary of the Company.
The following unaudited pro forma condensed combined financial statements have been prepared to give effect to the Merger. These unaudited pro forma condensed combined financial statements are derived from the historical consolidated financial statements of the Company and CPM (the “Combined Company”). These financial statements have been adjusted as described in the notes to the unaudited pro forma condensed combined financial statements.
The unaudited pro forma condensed combined balance sheet, combines the historical consolidated balance sheets of the Combined Company, has been prepared assuming the Merger closed on September 30, 2017. The unaudited pro forma condensed combined statement of operations combines the historical consolidated statements of operations of the Combined Company. The unaudited pro forma condensed combined statement of operations has been prepared assuming the Merger closed on January 1, 2016.
The Company has prepared the unaudited pro forma condensed combined financial statements based on available information using assumptions that it believes are reasonable. These unaudited pro forma condensed combined financial statements are being provided for informational purposes only and do not claim to represent the Company’s actual financial position or results of operations had the Merger occurred on that date specified nor do they project the Company’s results of operations or financial position for any future period or date. The actual results reported by the Combined Company in periods following the Merger may differ significantly from these unaudited pro forma condensed combined financial statements for a number of reasons. The unaudited pro forma condensed combined financial statements do not account for the cost of any restructuring activities or synergies resulting from the Merger or other costs relating to the integration of the two companies, or other historical acquisitions that were undertaken by the Company.
These unaudited pro forma condensed combined financial statements should be read in conjunction with the Company’s historical consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 and for the nine-month period ended September 30, 2017 and the historical financial statements of CPM for the year ended December 31, 2016 and the nine-month period ended September 30, 2017 contained in this Form 8-K.
EXHIBIT 99.1
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FUSE MEDICAL, INC. AND CPM MEDICAL CONSULTANTS, LLC |
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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS |
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As of September 30, 2017 |
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Historical Fuse Medical, Inc. |
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Historical CPM Medical Consultants, LLC |
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Pro forma Adjustments |
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Pro forma Combined |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ |
472,246 |
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$ |
389,938 |
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|
$ |
- |
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$ |
862,184 |
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Accounts receivables, net |
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285,463 |
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5,654,656 |
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(110,626 |
) |
(a) |
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5,829,493 |
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Inventories, net |
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8,493 |
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10,766,172 |
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- |
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10,774,665 |
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Prepaid expenses and other current assets |
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24,704 |
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9,946 |
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- |
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34,650 |
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Total current assets |
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790,906 |
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16,820,712 |
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(110,626 |
) |
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17,500,992 |
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Property and equipment, net |
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2,029 |
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16,944 |
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- |
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18,973 |
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Security deposit |
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3,822 |
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- |
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- |
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3,822 |
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Total Assets |
$ |
796,757 |
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$ |
16,837,656 |
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$ |
(110,626 |
) |
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$ |
17,523,787 |
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LIABILITES AND STOCKHOLDERS' EQUITY |
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Current liabilities: |
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Accounts payable |
$ |
172,390 |
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$ |
1,938,145 |
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$ |
(110,626 |
) |
(a) |
$ |
1,999,909 |
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Accrued expenses and other |
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95,104 |
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1,119,031 |
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- |
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1,214,135 |
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Note payable - related parties |
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150,000 |
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- |
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- |
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150,000 |
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Line of credit |
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- |
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3,147,600 |
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- |
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3,147,600 |
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Total current liabilities |
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417,494 |
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6,204,776 |
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(110,626 |
) |
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6,511,644 |
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Total Liabilities |
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417,494 |
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6,204,776 |
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(110,626 |
) |
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6,511,644 |
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Commitments and contingencies |
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- |
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- |
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- |
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- |
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Stockholders' equity: |
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Preferred stock, $0.01 par value; 20,000,000 shares authorized; no shares issued and outstanding |
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- |
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- |
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- |
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- |
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Common stock, $0.01 par value; 100,000,000 shares authorized; 18,215,808 issued and outstanding, respectively |
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162,158 |
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- |
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- |
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162,158 |
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Additional paid-in capital |
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3,210,560 |
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- |
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- |
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3,210,560 |
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Retained (deficit) earnings |
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(2,993,455 |
) |
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10,632,880 |
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- |
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7,639,425 |
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Total Stockholders' equity |
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379,263 |
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10,632,880 |
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- |
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11,012,143 |
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Total Liabilities and Stockholders' Equity |
$ |
796,757 |
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$ |
16,837,656 |
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$ |
(110,626 |
) |
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$ |
17,523,787 |
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The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.
EXHIBIT 99.1
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FUSE MEDICAL, INC. AND CPM MEDICAL CONSULTANTS, LLC |
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS |
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Nine-months Ended September 30, 2017 |
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Historical Fuse Medical, Inc. |
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Historical CPM Medical Consultants, LLC |
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Pro forma Adjustments |
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Pro forma Combined |
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Net sales |
$ |
911,033 |
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$ |
18,305,649 |
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$ |
(312,634 |
) |
(a) |
$ |
18,904,048 |
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Cost of goods sold |
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333,119 |
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10,842,739 |
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(312,634 |
) |
(a) |
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10,863,224 |
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Gross profit |
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577,914 |
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7,462,910 |
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- |
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8,040,824 |
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Operating expenses: |
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Selling, general and administrative |
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645,527 |
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2,152,927 |
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- |
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2,798,454 |
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Commissions |
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41,375 |
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4,516,860 |
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- |
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4,558,235 |
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Loss on disposal of property and equipment |
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3,365 |
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- |
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- |
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3,365 |
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Depreciation |
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3,237 |
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9,208 |
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- |
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12,445 |
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Total operating expenses |
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693,504 |
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6,678,995 |
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- |
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7,372,499 |
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Operating (loss) income |
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(115,590 |
) |
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|
783,915 |
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- |
|
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|
668,325 |
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Interest expense |
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20,194 |
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|
95,997 |
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|
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- |
|
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|
116,191 |
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Extinguishment of debt |
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(43,308 |
) |
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- |
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- |
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(43,308 |
) |
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Net (loss) earnings |
$ |
(92,476 |
) |
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$ |
687,918 |
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$ |
- |
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$ |
595,442 |
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Net (loss) income per common share - basic and diluted |
$ |
(0.01 |
) |
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$ |
- |
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$ |
- |
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$ |
0.04 |
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Weighted average number of common shares outstanding - basic and diluted |
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15,890,808 |
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- |
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- |
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15,890,808 |
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The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.
EXHIBIT 99.1
|
FUSE MEDICAL, INC. AND CPM MEDICAL CONSULTANTS, LLC |
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS |
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Year Ended December 31, 2016 |
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Historical Fuse Medical, Inc. |
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Historical CPM Medical Consultants, LLC |
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Pro forma Adjustments |
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Pro forma Combined |
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Net sales |
$ |
567,607 |
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$ |
26,365,376 |
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$ |
(103,578 |
) |
(a) |
$ |
26,829,405 |
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Cost of goods sold |
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204,044 |
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11,253,268 |
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(103,578 |
) |
(a) |
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11,353,734 |
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Gross profit |
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363,563 |
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15,112,108 |
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- |
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15,475,671 |
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Operating expenses: |
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|
|
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|
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|
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|
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Selling, general and administrative |
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831,537 |
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4,774,591 |
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- |
|
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5,606,128 |
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Commissions |
|
8,346 |
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|
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7,105,684 |
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|
- |
|
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|
7,114,030 |
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Loss on disposal of property and equipment |
|
1,580 |
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|
|
- |
|
|
|
- |
|
|
|
1,580 |
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Depreciation |
|
14,167 |
|
|
|
18,640 |
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|
|
- |
|
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|
32,807 |
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Total operating expenses |
|
855,630 |
|
|
|
11,898,915 |
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|
|
- |
|
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|
12,754,545 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Operating (loss) income |
|
(492,067 |
) |
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|
3,213,193 |
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|
|
- |
|
|
|
2,721,126 |
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|
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Interest expense |
|
129,385 |
|
|
|
133,334 |
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|
|
- |
|
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|
262,719 |
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Extinguishment of debt |
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(35,517 |
) |
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|
- |
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- |
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(35,517 |
) |
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Net (loss) earnings |
$ |
(585,935 |
) |
|
$ |
3,079,859 |
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$ |
- |
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$ |
2,493,924 |
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Net (loss) income per common share - basic and diluted |
$ |
(0.08 |
) |
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$ |
- |
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$ |
- |
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$ |
0.35 |
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Weighted average number of common shares outstanding - basic and diluted |
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7,185,890 |
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|
|
- |
|
|
|
- |
|
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|
7,185,890 |
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The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.
EXHIBIT 99.1
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
|
|
1. |
Basis of Presentation |
The unaudited pro forma condensed combined balance sheet, combines the historical consolidated balance sheets of the Combined Company, has been prepared assuming the Merger closed on September 30, 2017. The unaudited pro forma condensed combined statement of operations combines the historical consolidated statements of operations of the Combined Company. The unaudited pro forma condensed combined statement of operations has been prepared assuming the Merger closed on January 1, 2016.
The Company has prepared the unaudited pro forma condensed combined financial statements based on available information using assumptions that it believes are reasonable. These unaudited pro forma condensed combined financial statements are being provided for informational purposes only and do not claim to represent the Company’s actual financial position or results of operations had the Merger occurred on that date specified nor do they project the Company’s results of operations or financial position for any future period or date. The actual results reported by the Combined Company in periods following the Merger may differ significantly from these unaudited pro forma condensed combined financial statements for a number of reasons. The unaudited pro forma condensed combined financial statements do not account for the cost of any restructuring activities or synergies resulting from the Merger or other costs relating to the integration of the two companies, or other historical acquisitions that were undertaken by the Company.
EXHIBIT 99.1
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
|
|
2. |
Pro Forma Adjustments |
(a) The pro forma adjustments included in the unaudited pro forma condensed combined financial statements reflect eliminations of intercompany transactions between the Combined Company.