Attached files
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EX-99.1 - ASSISTED 4 LIVING, INC. | ex99-1.htm |
8-K/A - ASSISTED 4 LIVING, INC. | form8-ka.htm |
Exhibit 99.2
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma consolidated financial statements give effect to the Plan of Merger (the “Merger”) between Assisted 4 Living, Inc. (“Assisted”) and Banyan Pediatric Care Centers, Inc. (“Banyan”). In the Merger, Assisted issued 4,165,388 shares of its common stock to the shareholders of Banyan in exchange for all of the issued and outstanding common shares of Banyan, which resulted in Banyan becoming a wholly-owned subsidiary of Assisted. Assisted also issued warrants to purchase 75,000 shares of its common stock to holders of all of the issued and outstanding warrants to purchase common shares of Banyan. In addition, Assisted issued 4,000,000 shares of its common stock in connection with the conversion of $2,000,000 of Banyan outstanding convertible debt (the “Debt Conversion”).
As owners and management of Banyan have voting and operating control of Assisted following the Plan of Merger, the transaction is accounted for as a reverse acquisition. Further as the majority owner of Banyan holds a majority ownership in Assisted, the Plan of Merger is accounted for as a merger between entities under common control.
The unaudited pro forma consolidated financial statements presented below are prepared by applying the acquisition method of accounting to a business combination that is a reverse acquisition. Pro forma adjustments which give effect to certain transactions occurring as a direct result of the Plan of Merger are described in the accompanying unaudited notes presented on the following pages. The accompanying unaudited pro forma consolidated statement of operations for the year ended December 31, 2020 present the combined results of operations as if the Plan of Merger had occurred on January 1, 2020. The accompanying unaudited pro forma consolidated balance sheet at December 31, 2020, presents the combined balance sheets as if the Plan of Merger and Debt Conversion was effective on December 31, 2020.
These unaudited pro forma consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that would have been realized had Assisted and Banyan been a combined company during the specified periods. The unaudited pro forma consolidated financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, Assisted’s audited financial statements for the years ended November 30, 2020 and 2019 as included in its Annual Report on Form 10K filed with the Securities and Exchange Commission on March 1, 2020, as well as Banyan’s audited financial statements for the years ended December 31, 2020 and 2019 included as exhibits to this filing.
Unaudited Pro Forma Consolidated Condensed Balance Sheet
At December 31, 2020
Pro Forma | |||||||||||||||||||
Pro Forma | Condensed | ||||||||||||||||||
Assisted | Banyan | Note | Adjustments | Consolidated | |||||||||||||||
ASSETS | |||||||||||||||||||
Current Assets | |||||||||||||||||||
Cash | 242,768 | 345,982 | - | 588,750 | |||||||||||||||
Accounts Receivable, net allowance for doubtful accounts | - | 97,073 | - | 97,073 | |||||||||||||||
Prepaid Expenses and other current assets | 2,500 | 207,592 | - | 210,092 | |||||||||||||||
Total Current Assets | 245,268 | 650,647 | - | 895,915 | |||||||||||||||
Lease right of use assets | 19,542 | 3,977,988 | - | 3,997,530 | |||||||||||||||
Goodwill | - | 3,431,148 | - | 3,431,148 | |||||||||||||||
Leasehold Improvements, net amortization | - | 2,614,391 | - | 2,614,391 | |||||||||||||||
Property and Equipment, net | - | 128,475 | - | 128,475 | |||||||||||||||
Total Assets | 264,810 | 10,802,649 | - | 11,067,459 | |||||||||||||||
LIABILITIES AND STOCKHOLDER’S EQUITY | |||||||||||||||||||
Current Liabilities | |||||||||||||||||||
Notes Payable, current portion, net of discounts | 20,590 | 2,385,010 | (c) | (2,000,000 | ) | 405,600 | |||||||||||||
Accrued Interest, including related party | - | 48,601 | - | 48,601 | |||||||||||||||
Accounts Payable and accrued expenses | 127,255 | 148,180 | - | 275,435 | |||||||||||||||
Loan Payable - other and line of credit | 4,924 | 63,907 | - | 68,831 | |||||||||||||||
Lease Liability - current portion | 17,542 | 189,397 | - | 206,939 | |||||||||||||||
Due to Related Party | 8,356 | - | - | 8,356 | |||||||||||||||
Deferred Revenue | 5,500 | 25,703 | - | 31,203 | |||||||||||||||
Total Current Liabilities | 184,167 | 2,860,798 | (2,000,000 | ) | 1,044,965 | ||||||||||||||
Lease Liability - net of current portion | - | 3,864,321 | - | 3,864,321 | |||||||||||||||
Notes Payable, net of discounts and current portion | - | 322,490 | - | 322,490 | |||||||||||||||
Total Liabilities | 184,167 | 7,047,609 | (2,000,000 | ) | 5,231,776 | ||||||||||||||
Stockholder’s Equity | |||||||||||||||||||
Common Stock | 2,415 | 4,998 | (a) | (4,998 | ) | 3,232 | |||||||||||||
(b) | 417 | ||||||||||||||||||
(c) | 400 | ||||||||||||||||||
Additional Paid in Capital | 311,303 | 7,455,767 | (a) | (7,455,767 | ) | 9,538,176 | |||||||||||||
(b) | 7,460,348 | ||||||||||||||||||
(c) | 1,999,600 | ||||||||||||||||||
(d) | (233,075 | ) | |||||||||||||||||
Subscription Receivable | - | (30 | ) | - | (30 | ) | |||||||||||||
Accumulated Deficit | (233,075 | ) | (3,705,695 | ) | (d) | 233,075 | (3,705,695 | ) | |||||||||||
Total Stockholder’s Equity | 80,643 | 3,755,040 | 2,000,000 | 5,835,683 | |||||||||||||||
Total Liabilities and Stockholder’s Equity | 264,810 | 10,802,649 | - | 11,067,459 |
Notes to the Unaudited Pro-Forma Consolidated Condensed Financial Statements | |
(a) | To reverse the balances in stockholders’ equity accounts of Banyan at December 31, 2020 |
(b) | To reflect the issuance of 4,165,388 common shares and 75,000 warrants in connection with the Merger. The balance of the value of the consideration transferred in excess of the par value of $0.0001 per share is charged to additional paid in capital |
(c) | To reflect the issuance of 4,000,000 common shares in connection with the Debt Conversion |
(d) | To reclassify Assisted’s accumulated deficit to additional paid in capital |
Unaudited Pro Forma Consolidated Statement of Operations
For the Twelve Months Ended December 31, 2020
Pro Forma | |||||||||||||||||||
Pro Forma | Condensed | ||||||||||||||||||
Assisted | Banyan | Note | Adjustments | Consolidated | |||||||||||||||
Revenues | 880,782 | 1,924,192 | - | 2,804,974 | |||||||||||||||
Cost of Sales | 168,458 | 658,784 | - | 827,242 | |||||||||||||||
Gross Margin | 712,324 | 1,265,408 | - | 1,977,732 | |||||||||||||||
Operating Expenses | 833,905 | 2,463,846 | - | 3,297,751 | |||||||||||||||
Loss from Operations | (121,581 | ) | (1,198,438 | ) | - | (1,320,019 | ) | ||||||||||||
Interest Expense | (68,967 | ) | (a) | 45,589 | (23,378 | ) | |||||||||||||
Other Income (Expense) | 5,989 | (30,530 | ) | - | (24,541 | ) | |||||||||||||
Net Loss | (115,592 | ) | (1,297,935 | ) | - | (1,367,938 | ) | ||||||||||||
Basic and diluted net (loss) per share | (0.01 | ) | (0.03 | ) | - | (0.07 | ) | ||||||||||||
Weighted average shares outstanding | 14,643,151 | 48,639,027 | (b) | (44,585,755 | ) | 19,543,914 | |||||||||||||
(c) | 810,959 |
(a) | To reverse interest expense in connection with Debt Conversion |
(b) | To reflect the issuance of 4,089,804 common shares in connection with the Exchange Ratio related to the Merger |
(c) | To reflect the issuance of 4,000,000 common shares in connection with the Debt Conversion |