Exhibit 99.1
Basis of Presentation
On February 28, 2007, Alliance HealthCard, Inc. (the “Registrant”), a Georgia corporation merged with and into AHC – Benefit Marketing Acquisition, Inc., an Oklahoma corporation and a wholly-owned subsidiary of the Registrant (“Merger Sub”); BMS Holding Company, Inc., an Oklahoma corporation (“BMS”); the subsidiaries of BMS; and the stockholders of BMS (the “BMS Stockholders”). In connection with the Merger, BMS merged with and into Merger Sub, with Merger Sub consisting of Benefit Marketing Solutions, L.L.C. and BMS Insurance Agency, L.L.C. Merger Sub will also continue as the surviving entity as a wholly owned subsidiary of the Registrant. The combination was accounted for as a purchase with the Company as the acquired entity.
Under the terms of the Merger, all of the outstanding capital stock of BMS converted automatically into the right of the BMS shareholders to receive 10 million shares of the Registrant’s Common Stock, $.001 par value per share (“Registrant Stock”) in proportion to their respective ownership interests in BMS and promissory notes in the aggregate principal amount of $7,147,000 (the “Notes”). As a result of the Merger, the BMS stockholders (Susan Matthews, Brett Wimberley, and Danny C. Wright) will own 69% of Registrant’s outstanding Common Stock.
The accompanying pro forma consolidated condensed balance sheets reflect the financial position of the Company as of September 30, 2006 as if the transaction had been completed as of that date and the results of operations for the Company for the year ended September 30, 2006 as if the transaction had been completed as of October 1, 2005.
ALLIANCE HEALTHCARD, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
(unaudited)
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| | Alliance Healthcard, Inc. as of September 30, 2006 | | | Benefit Marketing Solutions, L.L.C. as of September 30, 2006 | | Pro Forma Adjustments | | Combined Pro Forma |
Assets | | | | | | | | | | | | | |
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Current assets | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 1,102,807 | | | $ | 1,940,178 | | $ | — | | $ | 3,042,985 |
Accounts receivable, net | | | 251,133 | | | | 1,563,451 | | | — | | | 1,814,584 |
Other current assets | | | 287,983 | | | | — | | | — | | | 287,983 |
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| | | 1,641,923 | | | | 3,503,629 | | | — | | | 5,145,552 |
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Notes receivable-related parties | | | — | | | | 293,445 | | | — | | | 293,445 |
Property and equipment, net | | | 2,269 | | | | 100,509 | | | — | | | 102,778 |
Goodwill | | | — | | | | 455,000 | | | — | | | 455,000 |
Other assets | | | 39,637 | | | | 9,351 | | | — | | | 48,988 |
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Total assets | | $ | 1,683,829 | | | $ | 4,361,934 | | $ | — | | $ | 6,045,763 |
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Liabilities and stockholders’ equity | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable and accrued expenses | | $ | 639,790 | | | $ | 2,061,064 | | $ | — | | $ | 2,700,854 |
Deferred revenue | | | 1,050,194 | | | | — | | | — | | | 1,050,194 |
Line of credit | | | — | | | | 150,000 | | | — | | | 150,000 |
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Total current liabilities | | $ | 1,689,984 | | | $ | 2,211,064 | | $ | — | | $ | 3,901,048 |
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Stockholders’ equity | | | (6,155 | ) | | | 2,150,870 | | | — | | | 2,144,715 |
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Total liabilities and stockholders’ equity | | $ | 1,683,829 | | | $ | 4,361,934 | | $ | — | | $ | 6,045,763 |
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ALLIANCE HEALTHCARD, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED CONDENSED INCOME STATEMENTS
(unaudited)
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| | Alliance Healthcard, Inc. as of September 30, 2006 | | Benefit Marketing Solutions, L.L.C. as of September 30, 2006 | | Pro Forma Adjustments | | Combined Pro Forma |
Net revenues | | $ | 3,320,824 | | $ | 14,157,108 | | $ | — | | $ | 17,477,932 |
Direct Costs | | | 1,228,061 | | | 10,047,869 | | | — | | | 11,275,930 |
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Gross Profit | | | 2,092,763 | | | 4,109,239 | | | — | | | 6,202,002 |
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Marketing and sales expenses | | | 255,502 | | | — | | | — | | | 255,502 |
General and administrative expenses | | | 1,338,821 | | | 1,924,388 | | | — | | | 3,263,209 |
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Operating income | | | 498,440 | | | 2,184,851 | | | — | | | 2,683,291 |
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Other income, net | | | 14,748 | | | 67,000 | | | — | | | 81,748 |
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Net income before income taxes | | | 513,188 | | | 2,251,851 | | | — | | | 2,765,039 |
Deferred tax benefit | | | 83,500 | | | — | | | — | | | 83,500 |
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Net income | | $ | 596,688 | | $ | 2,251,851 | | $ | — | | $ | 2,848,539 |
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Per share data: | | | | | | | | | | | | |
Basic income | | $ | 0.13 | | | | | | | | $ | 0.20 |
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Diluted income | | $ | 0.13 | | | | | | | | $ | 0.19 |
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Basic weighted average shares outstanding | | | 4,524,263 | | | | | | | | | 14,524,263 |
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Diluted weighted average shares outstanding | | | 4,667,757 | | | | | | | | | 14,667,757 |
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