Exhibit 99.2
PRO FORMA CONSOLIDATED FINANCIAL DATA
OF WORLD HEALTH ALTERNATIVES, INC. AND
SUPERIOR STAFFING SOLUTIONS, INC.
The unaudited pro forma condensed combined financial data as of September 30, 2003 and December 31, 2002, and for the nine months ended September 30, 2003, and the twelve months ended December 31, 2002, give effect to World Health Alternatives, Inc.’s (“WHAI”) acquisition of certain assets of Superior Staffing Solutions, Inc. (“Superior”) (the asset acquisition shall be referred to as the “Acquisition”), accounted for under the “purchase” accounting method. The unaudited pro forma condensed combined financial data is based upon the historical consolidated financial statements of WHAI and Superior under the assumptions and adjustments set forth in the notes to such pro forma financial data.
The unaudited pro forma condensed combined balance sheet at September 30, 2003 assumes that the Acquisition was consummated on September 30, 2003. The unaudited pro forma condensed combined balance sheet at December 31, 2002 assumes that the Acquisition was consummated on December 31, 2002. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2003 assumes that the Acquisition was consummated on January 1, 2003. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2002 assumes that the Merger was consummated on January 1, 2002. Both WHAI and Superior have a fiscal year of December 31.
For purposes of presenting the unaudited pro forma condensed combined balance sheet data, Superior’s assets and liabilities have been recorded at their estimated fair market values and the excess purchase price has been assigned to goodwill. The fair value of Superior’s assets and liabilities are based on preliminary estimates. Upon completion of a detailed review of assets and liabilities, including intangibles, certain adjustments may be required to finalize the purchase accounting adjustments.
The unaudited pro forma condensed combined financial statement data may not be indicative of the results that actually would have occurred if the acquisition of Superior had been consummated on the dates indicated or that may be obtained in the future. The unaudited pro forma condensed combined financial statement data should be read in conjunction with the historical consolidated financial statements of WHAI and Superior.
WORLD HEALTH ALTERNATIVES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET DATA
SEPTEMBER 30, 2003
| HISTORICAL | PRO FORMA | ||||||||||||||
| WHAI 9/30/03 | SUPERIOR 9/30/03 | Adjustments | Combined 9/30/03 | ||||||||||||
Cash | $ | 15,878 | $ | 43,551 | $ | (43,551 | )(A)(B)(C) | $ | 15,878 | ||||||
Receivables | 182,486 | 805,761 | — | 988,247 | |||||||||||
Other current assets | 79,591 | 91,188 | (91,188 | )(A) | 79,591 | ||||||||||
| 277,955 | 940,500 | (134,739 | ) | 1,083,716 | |||||||||||
Net fixed assets | 55,758 | 66,234 | — | 121,982 | |||||||||||
Other assets | — | 254 | (254 | )(A) | — | ||||||||||
Intangible assets | — | — | 2,737,888 | (H) | 2,737,888 | ||||||||||
Goodwill | — | — | 675,117 | (H) | 675,117 | ||||||||||
| $ | 333,713 | $ | 1,006,988 | $ | 3,278,012 | $ | 4,618,713 | ||||||||
Payables | $ | 31,482 | $ | 215 | $ | (215 | )(A) | $ | 31,482 | ||||||
Payable to Superior shareholders | — | — | 1,874,601 | (F) | 1,874,601 | ||||||||||
Current portion of debt | — | 611,419 | (611,419 | )(A) | — | ||||||||||
Accrued liabilities | 68,828 | 13,186 | (13,186 | )(A) | 68,828 | ||||||||||
| 100,310 | 624,820 | 1,249,781 | 1,974,911 | ||||||||||||
Payable to Superior shareholders | — | — | 510,399 | (G) | 510,399 | ||||||||||
Long-term debt | 250,000 | — | — | 250,000 | |||||||||||
Common stock | 3,933 | 150,000 | (149,694 | )(C)(D)(E) | 4,239 | ||||||||||
Paid in capital | 92,300 | 150,000 | 1,749,694 | (C)(D)(E) | 1,991,994 | ||||||||||
(Deficit) retained earnings | (112,830 | ) | 82,168 | (82,168 | )(E) | (112,830 | ) | ||||||||
| (16,597 | ) | 382,168 | 1,517,832 | 1,883,403 | |||||||||||
| $ | 333,713 | $ | 1,006,988 | $ | 3,278,012 | $ | 4,618,713 | ||||||||
| (A) | Remove assets and liabilities retained by Seller. |
| (B) | Represents cash payment to seller ($1,500,000). |
| (C) | Represents private placement of 2,750,000 shares of WHAI common stock to fund initial portion of the purchase price, raising $1,650,000 and payment of $150,000 of transaction costs, which were offset against Paid in Capital. |
| (D | Represents issuance of 305,313 shares of WHAI stock (value $400,000) to seller. |
| (E) | Represents the elimination of Superior’s historic equity accounts. |
| (F) | Represents current payable to Superior shareholders of $1,585,000 payable to Seller 30 days after closing and four (4) quarterly installments of $95,030 each, including interest. |
| (G) | Represents the remaining long term portion of quarterly installments payable to the Superior shareholders. |
| (H) | Represents allocation of purchase price to covenant not to compete ($1,095,155), consultant list ($958,260) and customer list ($684,473) with the remainder ($675,117) allocated to goodwill. |
WORLD HEALTH ALTERNATIVES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET DATA
DECEMBER 31, 2002
| HISTORICAL | PRO FORMA | ||||||||||||
| WHAI 12/31/02 | SUPERIOR 12/31/02 | Adjustments | Combined 12/31/02 | ||||||||||
Cash | $ | 64,864 | $ | 56,203 | $ | (56,203 | )(A)(B)(C) | $ | 64,864 | ||||
Receivables | 157,957 | 1,310,369 | — | 1,468,326 | |||||||||
Other current assets | 515 | 76,555 | (76,555 | )(A) | 515 | ||||||||
| 223,336 | 1,443,127 | (132,758 | ) | 1,533,705 | |||||||||
Net fixed assets | 43,360 | 76,419 | — | 119,779 | |||||||||
Intangible assets | — | — | 2,737,888 | (H) | 2,737,888 | ||||||||
Goodwill | — | — | 160,324 | (H) | 160,324 | ||||||||
| $ | 266,696 | $ | 1,519,546 | $ | 2,765,454 | $ | 4,551,696 | ||||||
Payables | $ | 38,720 | $ | 136,840 | $ | (136,840 | )(A) | $ | 38,720 | ||||
Payable to Superior shareholders | — | — | 1,874,601 | (F) | 1,874,601 | ||||||||
Current portion of debt | — | 909,774 | (909,774 | )(A) | — | ||||||||
Accrued liabilities | 67,222 | 25,269 | (25,269 | )(A) | 67,222 | ||||||||
| 105,942 | 1,071,883 | 802,718 | 1,980,543 | ||||||||||
Payable to Superior shareholders | — | — | 510,399 | (G) | 510,399 | ||||||||
Common stock | 3,300 | 150,000 | (149,694 | )(C)(D)(E) | 3,606 | ||||||||
Paid in capital | 12,558 | 150,000 | 1,749,694 | (C)(D)(E) | 1,912,252 | ||||||||
(Deficit) retained earnings | 144,896 | 147,663 | (147,663 | )(E) | 144,896 | ||||||||
| 160,754 | 447,663 | 1,452,337 | 2,060,754 | ||||||||||
| $ | 266,696 | $ | 1,519,546 | $ | 2,765,454 | $ | 4,551,696 | ||||||
| (A) | Remove assets and liabilities retained by Seller. |
| (B) | Represents cash payment to seller ($1,500,000). |
| (C) | Represents private placement of 2,750,000 shares of WHAI common stock to fund initial portion of the purchase price, raising $1,650,000 and payment of $150,000 of transaction costs, which were offset against Paid in Capital. |
| (D | Represents issuance of 305,313 shares of WHAI stock (value $400,000) to seller. |
| (E) | Represents the elimination of Superior’s historic equity accounts. |
| (F) | Represents current payable to Superior shareholders of $1,585,000 payable to Seller 30 days after closing and four (4) quarterly installments of $95,030 each, including interest. |
| (G) | Represents the remaining long term portion of quarterly installments payable to the Superior shareholders. |
| (H) | Represents allocation of purchase price to covenant not to compete ($1,095,155), consultant list ($958,260) and customer list ($684,473) with the remainder ($160,324) allocated to goodwill. |
WORLD HEALTH ALTERNATIVES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS DATA
YEAR ENDED DECEMBER 31, 2002
| HISTORICAL | PRO FORMA | |||||||||||||||
| WHAI 12/31/02 | SUPERIOR 12/31/02 | Adjustments | Combined 12/31/02 | |||||||||||||
Sales | $ | 2,796,911 | $ | 6,349,543 | $ | — | $ | 9,146,454 | ||||||||
Cost of sales | 1,781,865 | 4,684,944 | — | 6,466,809 | ||||||||||||
Gross profit | 1,015,046 | 1,664,599 | — | 2,679,645 | ||||||||||||
Selling, general & administrative | 865,904 | 1,220,406 | 225,801 | (A) | 2,312,111 | |||||||||||
Income from operations | 149,142 | 444,193 | (225,801 | ) | 367,534 | |||||||||||
Other income (expenses): | ||||||||||||||||
Interest expense | (74,146 | ) | (55,525 | ) | (37,986 | )(B) | (167,657 | ) | ||||||||
Interest and other income | 3,105 | 149 | — | 3,254 | ||||||||||||
| (71,041 | ) | (55,376 | ) | (37,986 | ) | (164,403 | ) | |||||||||
Income (loss) before income taxes | 78,101 | 388,817 | (263,787 | ) | 203,131 | |||||||||||
Income tax provision | — | — | (71,096 | )(C) | (71,096 | ) | ||||||||||
Net income (loss) | $ | 78,101 | $ | 388,817 | $ | (334,883 | ) | $ | 132,035 | |||||||
Net per common share, Basic and diluted | $ | 0.00 | $ | 0.00 | ||||||||||||
Weighted average shares outstanding | 33,000,000 | 3,055,343 | (D) | 36,055,343 | ||||||||||||
| (A) | Represents elimination of duplicate costs and headcount reductions ($356,000), net of amortization covenant not to compete over five years ($219,031/year), amortization of consultant list over five years ($191,652/year) and amortization of customer lists over four years ($171,118/year). |
| (B) | Represents interest on quarterly note payment to Superior ($90,519) net of the elimination of Superior’s interest expense ($52,533), as Superior’s debt was not assumed by WHAI in transaction. |
| (C) | Represents income tax provision on pro forma income before income taxes at 35% combined federal and state rate. |
| (D) | Reflects issuance of 2,750,000 shares of common stock in private placement to fund initial payment to Superior and 305,343 shares of common stock issued to Superior shareholder. |
WORLD HEALTH ALTERNATIVES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS DATA
NINE MONTHS ENDED SEPTEMBER 30, 2003
| HISTORICAL | PRO FORMA | |||||||||||||||
WHAI 9/30/03 | SUPERIOR 9/30/03 | Adjustments | Combined 9/30/03 | |||||||||||||
Sales | $ | 2,731,000 | $ | 4,205,666 | $ | — | $ | 6,936,666 | ||||||||
Cost of sales | 1,620,918 | 3,231,628 | — | 4,852,546 | ||||||||||||
Gross profit | 1,110,082 | 974,038 | — | 2,084,120 | ||||||||||||
Selling, general & administrative | 1,288,041 | 796,966 | 169,156 | (A) | 2,254,163 | |||||||||||
Income (loss) from operations | (177,959 | ) | 177,072 | (169,156 | ) | (170,043 | ) | |||||||||
Other income (expenses): | ||||||||||||||||
Interest expense | (113,661 | ) | (31,798 | ) | (39,611 | )(B) | (185,070 | ) | ||||||||
Interest and other income | 6,894 | — | — | 6,894 | ||||||||||||
| (106,767 | ) | (31,798 | ) | (39,611 | ) | (178,176 | ) | |||||||||
Income (loss) before income taxes | (284,726 | ) | 145,274 | (208,767 | ) | (348,219 | ) | |||||||||
Income tax benefit (provision) | 27,000 | — | — | 27,000 | ||||||||||||
Net income (loss) | $ | (257,726 | ) | $ | 145,274 | $ | (208,767 | ) | $ | (321,219 | ) | |||||
Net per common share, Basic and diluted | $ | (0.01 | ) | $ | (0.01 | ) | ||||||||||
Weighted average shares outstanding | 39,051,884 | 3,055,343 | (C) | 42,107,227 | ||||||||||||
| (A) | Represents elimination of duplicate costs and headcount reductions ($267,195), net of amortization covenant not to compete over five years ($219,031/year), amortization of consultant list over five years ($191,652/year) and amortization of customer lists over four years ($171,118/year). |
| (B) | Represents interest on quarterly note payment to Superior ($71,409) net of the elimination of Superior’s interest expense ($31,798) as Superior’s debt was not assumed by WHAI in transaction. |
| (C) | Reflects issuance of 2,750,000 shares of common stock in private placement to fund initial payment to Superior and 305,343 shares of common stock issued to Superior shareholder. |
