Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
For the Twelve Months Ended January 31, 2013
| | (A) | | (B) | | | | (C) | | | |
| | Streamline | | Meta Health | | | | Meta Health | | (A) + (B) + (C) | |
| | Health Solutions, Inc. | | Technology, Inc. | | | | Technology, Inc. | | Pro Forma | |
| | As Reported | | As Reported | | | | Pro Forma | | Combined | |
| | Jan 31, 2013 | | Aug 16, 2012 | | | | Adjustments | | (D) | |
| | | | | | | | | | | |
Revenue | | $ | 23,766,803 | | $ | 5,704,122 | | | | | | $ | 29,470,925 | |
| | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | |
Cost of sales | | 11,592,952 | | 1,425,111 | | | | | | 13,018,063 | |
| | | | | | | | | | | |
| | | | | | (e) | | 883,968 | | | |
| | | | | | (d) | | (796,735 | ) | | |
Selling, general and administrative | | 10,060,469 | | 2,874,016 | | | | | | 13,021,717 | |
Product research and development | | 2,948,313 | | 1,623,051 | | | | | | 4,571,364 | |
Total operating expenses | | 24,601,734 | | 5,922,177 | | | | 87,233 | | 30,611,143 | |
Operating profit (loss) | | (834,931 | ) | (218,055 | ) | | | (87,233 | ) | (1,140,218 | ) |
| | | | | | | | | | | |
Interest income | | — | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | (f) | | (554,451 | ) | | |
| | | | | | (g) | | (402,975 | ) | | |
| | | | | | (c) | | (166,131 | ) | | |
| | | | | | (b) | | (992,302 | ) | | |
Interest Expense | | (1,957,010 | ) | — | | (a) | | 267,135 | | (6,805,018 | ) |
Other Income (expense), net | | (5,475,325 | ) | 878,706 | | | | | | (4,596,619 | ) |
Tax (provision) benefit | | 2,888,537 | | (285,984 | ) | (i) | | (2,999,284 | ) | 2,602,553 | |
Net earnings (loss) | | $ | (5,378,729 | ) | $ | 374,668 | | | | $ | (4,935,241 | ) | $ | (9,939,302 | ) |
| | | | | | | | | | | |
Less: Deemed dividend of preferred shares | | $ | (176,048 | ) | | | (h) | | $ | (274,422 | ) | $ | (450,470 | ) |
Net earnings (loss) attributed to common shareholders | | $ | (5,554,777 | ) | $ | 374,668 | | | | $ | (5,209,663 | ) | $ | (10,389,772 | ) |
| | | | | | | | | | | |
Basic Loss per common share | | $ | (0.48 | ) | | | | | | | $ | (0.88 | ) |
Number of shares used in Basic per share computation | | 11,634,540 | | | | | | | | 11,831,981 | |
| | | | | | | | | | | |
Diluted Loss per common share | | $ | (0.48 | ) | | | | | | | $ | (0.88 | ) |
Number of shares used in Diluted per share computation | | 11,634,540 | | | | | | | | 11,831,981 | |
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF EARNINGS
For the year ended January 31, 2013
| Meta Health Technology, Inc. Pro Forma Condensed Combined Statement of Earnings Adjustments: | |
| | | | | | |
(a) | To remove historical interest expense on term loan re-financed as part of acquisition | | | | | |
| | | | | | |
| | | YTD 8/16/12 | | | |
| | | | | | |
| $ 4,120,000 at 12% annually | | $ | (267,135 | ) | | |
| |
(b) | To record interest expense on the $5,000,000 senior term loan and the $9,000,000 subordinated term loan used to finance the Meta Health Technology acquisition and the commitment fee on the $5,000,000 re-financed revolving line of credit |
| | | | | | |
| | | YTD 8/16/12 | | | |
| | | | | | |
| $ 5,000,000 term loan at Libor plus 5.5% | | $ | 154,802 | | | |
| $ 9,000,000 term loan at 10% plus 7% success fee | | 826,694 | | | |
| $ 5,000,000 Revolver with 0.04% commitment fee | | 10,806 | | | |
| Total Interest expense | | $ | 992,302 | | | |
| | | | | | |
(c) | To record amortization of deferred financing costs related to the debt refinancing and PIPE transaction: |
| | | | | | |
| | | YTD 8/16/12 | | | |
| Total deferred financing costs $ 1,795,374 24 month amortization | | | | | |
| | | | | | |
| Amortization expense | | $ | 166,131 | | | |
| | | | | | |
(d) | To remove historical transaction related expenses | | | | | |
| | | | | | |
| | | YTD 8/16/12 | | | |
| | | | | | |
| Transaction expense | | $ | (796,735 | ) | | |
(e) | To record the Meta Health identifiable intangible assets as follows: | | | | | |
| | | | | | |
| | | Amount | | Useful life | |
| Supplier agreements | | $ | 1,582,000 | | 5 years | |
| Customer relationships | | 4,464,000 | | 10 years | |
| Non-compete agreements | | 720,000 | | 5 years | |
| Internally developed software | | 3,646,000 | | 5 years | |
| Trade name | | 1,588,000 | | N/A | |
| Goodwill | | 3,241,447 | | N/A | |
| | | | | | |
| Total | | $ | 15,241,447 | | | |
| | | | | | |
| The amortization of the customer relationships intangible asset was calculated using the estimated economic benefit of the cash flow of that intangible asset over its estimated useful life, which results in an accelerated amortization rather than amortization on a straight line basis. |
| | | | | | |
| Amortization expense over the next five years is expected to be as follows: | | | | | |
| | | | | | |
| Year ended January 31, | 2013 | | 537,611 | | | |
| | 2014 | | 520,914 | | | |
| | 2015 | | 518,103 | | | |
| | 2016 | | 478,314 | | | |
| | 2017 | | 441,518 | | | |
| | | | | | | |
| | | | YTD 8/16/12 | | | |
| | | | | | | |
| Amortization expense | | | $ | 883,968 | | | |
| | | | | | | |
(f) | To record the amortization of the convertible subordinated note discount over the period from the issue date to the stated redemption date. The amortization expense was calculated using the effective interest method. |
| | | | | | | |
| | | | YTD 8/16/12 | | | |
| | | | | | | |
| Amortization of debt discount | | | $ | (554,451 | ) | | |
| | | | | | | |
(g) | To record interest on convertible subordinated note issued as part of equity transaction | | | |
| | | | | | | |
| Principal value of 12%convertible subordinated note | | | | | |
| Interest is payable 30 days in arrears, with 6% of interest due in cash, and 6% (or in half) compounded over the life of the note. Interest was calculated using the effective interest method. |
| | | | | | | |
| | | | YTD 8/16/12 | | | |
| | | | | | | |
| Interest expense | | | $ | (402,975 | ) | | |
| | | | | | | |
| | | | | | | |
(h) | To record deemed dividends on preferred shares | | | | | |
| | | | | | | |
| The deemed dividends is calculated based on the Preferred share discount and the beneficial conversion feature less the unamortized transaction costs. |
| | | | | | | |
| | | | YTD 8/16/12 | | | |
| | | | | | | |
| Dividends | | | $ | (274,422 | ) | | |
| | | | | | | |
(i) | To remove the tax benefit resulting from the acquisition due to net operating loss carryforwards. | |
| | | | | | | |
| | | | YTD 8/16/12 | | | |
| | | | | | | |
| | | | $ | (2,999,284 | ) | | |