##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
 For the quarterly period ended September 30, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
 For the transition period from to
 Commission file number 1-33396
 MBF Healthcare Acquisition Corp.
  Delaware
    
    22-3934207(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 121 Alhambra Plaza, Suite 1100Coral Gables, Florida
    
    33134(Address of principal 
executive offices)
    
    (Zip code)
 
  þ o
   Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated
filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)




þ o












---



##### 



TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSBALANCE SHEETS AS OF SEPTEMBER 30, 2008 (UNAUDITED) AND DECEMBER 31, 2007
    
    
    3STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2008 (UNAUDITED), FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 (UNAUDITED), FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2007 (UNAUDITED), FOR THE NINE MONTHS SEPTEMBER 30, 2007 (UNAUDITED) AND FOR THE PERIOD FROM JUNE 2, 2006 (DATE OF INCEPTION) THROUGH SEPTEMBER 30, 2008 (UNAUDITED)
    
    
    4STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 (UNAUDITED) AND FOR THE PERIOD FROM JUNE 2, 2006 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2007 (UNAUDITED)
    
    
    5STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 (UNAUDITED), FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 (UNAUDITED) AND FOR THE PERIOD FROM JUNE 2, 2006 (DATE OF INCEPTION) THROUGH SEPTEMBER 30, 2008 (UNAUDITED)
    
    
    6NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
    
    
    7ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    12ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    15ITEM 4. CONTROLS AND PROCEDURES
    
    
    15PART II  OTHER INFORMATIONITEM 6. EXHIBITS
    
    
    16SIGNATURES
    
    
    17EX-10.3EX-31.1EX-31.2EX-32.1EX-32.2
  2




---



##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1  FINANCIAL STATEMENTS
 
 MBF HEALTHCARE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
 September 30, 2008
    
    
    December 31,(unaudited)
    
    
    2007ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    27,340
    
    
    $
    957,753Restricted cash held in Trust Fund
    
    
    177,733,568
    
    
    
    175,501,579Prepaid expenses
    
    
    
    
    
    
    47,826Other current assets
    
    
    25,000
    
    
    
    Total current assets
    
    
    177,785,908
    
    
    
    176,507,158Deferred acquisition costs
    
    
    
    
    
    
    22,379Deferred tax asset
    
    
    1,868,881
    
    
    
    47,110Total Assets
    
    $
    179,654,789
    
    
    $
    176,576,647LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesIncome taxes payable
    
    $
    114,887
    
    
    $
    312,505Accrued expenses
    
    
    3,387,537
    
    
    
    165,965Notes Payable  related party
    
    
    317,500
    
    
    
    Deferred underwriters fee
    
    
    6,037,500
    
    
    
    6,037,500Total current liabilities
    
    
    9,857,424
    
    
    
    6,515,970Common stock, subject to possible
redemption, 6,468,749 shares at
redemption value
    
    
    51,491,242
    
    
    
    51,491,242Interest income attributable
to common stock subject to
possible redemption (net of
taxes)
    
    
    1,898,478
    
    
    
    1,148,636Total common stock, subject to
possible redemption
    
    
    53,389,720
    
    
    
    52,639,878Stockholders EquityPreferred stock, $.0001 par
value, Authorized 1,000,000
shares; no shares issued and
outstanding
    
    
    
    
    
    
    Common stock, $.0001 par value,
Authorized 50,000,000 shares,
issued and outstanding 26,593,750
shares (which includes 6,468,749
shares subject to possible
redemption)
    
    
    2,659
    
    
    
    2,659Additional paid-in capital
    
    
    115,030,029
    
    
    
    115,030,029Retained earnings
    
    
    1,374,957
    
    
    
    2,388,111Total stockholders equity
    
    
    116,407,645
    
    
    
    117,420,799Total liabilities and stockholders
equity
    
    $
    179,654,789
    
    
    $
    176,576,647
  3




---



##### Table of Contents



MBF HEALTHCARE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS (UNAUDITED)
 June 2, 2006Three months
    
    
    Three months
    
    
    Nine months
    
    
    Nine months
    
    
    (date of inception)ended
    
    
    ended
    
    
    ended
    
    
    ended
    
    
    throughSeptember 30, 2008
    
    
    September 30, 2007
    
    
    September 30, 2008
    
    
    September 30, 2007
    
    
    September 30, 2008Revenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Expenses:Formation and
operating costs
    
    
    (106,368
    )
    
    
    (160,359
    )
    
    
    (414,363
    )
    
    
    (371,023
    )
    
    
    (933,727
    )Write-off of
deferred acquisition
costs
    
    
    (4,020,760
    )
    
    
    
    
    
    
    (4,020,760
    )
    
    
    
    
    
    
    (4,020,760
    )Net loss before
interest income
    
    
    (4,127,128
    )
    
    
    (160,359
    )
    
    
    (4,435,123
    )
    
    
    (371,023
    )
    
    
    (4,954,487
    )Interest income, net
    
    
    969,483
    
    
    
    2,318,485
    
    
    
    4,012,947
    
    
    
    3,948,823
    
    
    
    10,194,454(Loss) income
before income
tax provision
    
    
    (3,157,645
    )
    
    
    2,158,126
    
    
    
    (422,176
    )
    
    
    3,577,800
    
    
    
    5,239,967Benefit
(provision) for
income taxes
    
    
    1,188,221
    
    
    
    (871,190
    )
    
    
    158,864
    
    
    
    (1,372,959
    )
    
    
    (1,966,531
    )Net (loss) income
    
    $
    (1,969,424
    )
    
    $
    1,286,936
    
    
    $
    (263,312
    )
    
    $
    2,204,841
    
    
    $
    3,273,436Weighted average
shares outstandingBasic
    
    
    26,593,750
    
    
    
    26,593,750
    
    
    
    26,593,750
    
    
    
    17,464,629
    
    
    
    18,192,011Diluted
    
    
    26,593,750
    
    
    
    32,085,393
    
    
    
    26,593,750
    
    
    
    20,706,175
    
    
    
    21,805,171Net earnings (loss)
per share:Basic
    
    $
    (0.07
    )
    
    $
    0.05
    
    
    $
    (0.01
    )
    
    $
    0.13
    
    
    $
    0.18Diluted
    
    $
    (0.07
    )
    
    $
    0.04
    
    
    $
    (0.01
    )
    
    $
    0.11
    
    
    $
    0.15
  4




---



##### Table of Contents



MBF HEALTHCARE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (UNAUDITED)
 Retained earnings/(deficit)accumulatedAdditional
    
    
    during theCommon Stock
    
    
    Paid-In
    
    
    developmentShares
    
    
    Amount
    
    
    Capital
    
    
    stage
    
    
    TotalBalance, June 2, 2006 (date of inception)
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Initial capitalization from founding
stockholder
    
    
    4,687,500
    
    
    
    469
    
    
    
    19,531
    
    
    
    
    
    
    
    20,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (57,392
    )
    
    
    (57,392
    )Balance, December 31, 2006
    
    
    4,687,500
    
    
    
    469
    
    
    
    19,531
    
    
    
    (57,392
    )
    
    
    (37,392
    )Sale of 343,750 units in a private
placement
    
    
    343,750
    
    
    
    34
    
    
    
    2,749,966
    
    
    
    
    
    
    
    2,750,000Sale of 4,250,000 warrants to initial
stockholders
    
    
    
    
    
    
    
    
    
    
    4,250,000
    
    
    
    
    
    
    
    4,250,000Sale of 21,562,500 units, net of
underwriters discount and offering
expenses of $12,996,070 (6,468,749
shares subject to possible redemption)
    
    
    21,562,500
    
    
    
    2,156
    
    
    
    159,501,774
    
    
    
    
    
    
    
    159,503,930Proceeds subject to possible redemption
of 6,468,749 shares
    
    
    
    
    
    
    
    
    
    
    (51,491,242
    )
    
    
    
    
    
    
    (51,491,242
    )Accretion of trust fund relating to
common stock subject to possible
redemption
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,148,636
    )
    
    
    (1,148,636
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,594,139
    
    
    
    3,594,139Balance, December 31, 2007
    
    
    26,593,750
    
    
    
    2,659
    
    
    
    115,030,029
    
    
    
    2,388,111
    
    
    
    117,420,799Accretion of trust fund relating to
common stock subject to possible
redemption
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (749,842
    )
    
    
    (749,842
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (263,312
    )
    
    
    (263,312
    )Balance, September 30, 2008
    
    
    26,593,750
    
    
    $
    2,659
    
    
    $
    115,030,029
    
    
    $
    1,374,957
    
    
    $
    116,407,645
  5




---



##### Table of Contents



MBF HEALTHCARE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASHFLOWS (UNAUDITED)
 June 2, 2006Nine months
    
    
    Nine months
    
    
    (date of inception)ended
    
    
    ended
    
    
    throughSeptember 30, 2008
    
    
    September 30, 2007
    
    
    September 30, 2008CASH FLOWS FROM OPERATING ACTIVITIESNet (loss) income
    
    $
    (263,312
    )
    
    $
    2,204,841
    
    
    $
    3,273,436Adjustments to reconcile net (loss) income to net
cash provided by operating activities:Write-off of
deferred acquisition costs
    
    
    4,020,760
    
    
    
    
    
    
    
    4,020,760Deferred income taxes
    
    
    (1,821,771
    )
    
    
    
    
    
    
    (1,868,881
    )Changes in:Prepaid expenses
    
    
    47,826
    
    
    
    (90,882
    )
    
    
    Other current assets
    
    
    (25,000
    )
    
    
    
    
    
    
    (25,000
    )Income taxes payable
    
    
    (197,618
    )
    
    
    1,372,959
    
    
    
    114,887Accrued expenses
    
    
    (70,779
    )
    
    
    450,205
    
    
    
    95,184Net cash provided by operating activities
    
    
    1,690,106
    
    
    
    3,937,123
    
    
    
    5,610,386CASH FLOWS FROM INVESTING ACTIVITIESCash held in trust fund
    
    
    (2,231,989
    )
    
    
    (174,877,445
    )
    
    
    (177,733,568
    )Payment of
acquisition costs
    
    
    (706,030
    )
    
    
    
    
    
    
    (728,409
    )Net cash used in investing activities
    
    
    (2,938,019
    )
    
    
    (174,877,445
    )
    
    
    (178,461,977
    )CASH FLOWS FROM FINANCING ACTIVITIESGross proceeds from initial public offering
    
    
    
    
    
    
    172,500,000
    
    
    
    172,500,000Payment of costs of public offering
    
    
    
    
    
    
    (7,029,714
    )
    
    
    (6,958,569
    )Proceeds from sale of units in a private
placement
    
    
    
    
    
    
    2,750,000
    
    
    
    2,750,000Proceeds from notes payable to a related party
    
    
    317,500
    
    
    
    35,000
    
    
    
    592,500Payments of notes payable to a related party
    
    
    
    
    
    
    (275,000
    )
    
    
    (275,000
    )Proceeds from issuance of common stock to
founding stockholders
    
    
    
    
    
    
    
    
    
    
    20,000Proceeds from issuance of warrants
    
    
    
    
    
    
    4,250,000
    
    
    
    4,250,000Net cash provided by financing
activities
    
    
    317,500
    
    
    
    172,230,286
    
    
    
    172,878,931(Decrease) increase in cash and cash equivalents
    
    
    (930,413
    )
    
    
    1,289,964
    
    
    
    27,340Cash and cash equivalents, beginning of period
    
    
    957,753
    
    
    
    12,404
    
    
    
    Cash and cash equivalents, end of period
    
    $
    27,340
    
    
    $
    1,302,368
    
    
    $
    27,340Supplemental schedule of non-cash financing
activity:Accrual of offering costs
    
    $
    
    
    
    $
    
    
    
    $
    251,419Common stock subject to possible redemption
    
    
    
    
    
    
    51,491,242
    
    
    
    51,491,242Interest income on common stock subject to
possible redemption
    
    
    749,842
    
    
    
    771,168
    
    
    
    1,898,478Accrual of acquisition costs
    
    
    3,292,351
    
    
    
    
    
    
    
    3,292,351Deferred underwriters fees
    
    
    
    
    
    
    6,037,500
    
    
    
    6,037,500Total
    
    $
    4,042,193
    
    
    $
    58,299,910
    
    
    $
    62,970,990Cash paid for interest
    
    $
    
    
    
    $
    
    
    
    $
    10,312Cash paid for taxes
    
    $
    1,860,525
    
    
    $
    
    
    
    $
    3,720,525
  6




---



##### Table of Contents



MBF HEALTHCARE ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2008
 Note A  Organization and Business Operations
   
    
    a majority of the shares of common stock voted by the public stockholders are voted
in favor of the Business Combination; and
    
    public stockholders owning less than 30% of the shares sold in the initial public
offering both vote against the Business Combination and exercise their conversion rights
as described below.
     7




---



##### Table of Contents



8




---



##### Table of Contents



Note B  Summary of Significant Accounting Policies
   [1] Cash and cash equivalents:
  [2] Earnings per common share:
  [3] Use of estimates:
  [4] Acquisition costs:
   [5] Income taxes:
    [6] Fair value of financial instruments
  Fair Value Measurements
 Effective Date of FASB Statement No.
157
 9




---



##### Table of Contents



[7] Recent accounting pronouncements:
 Fair Value Measurements . Effective Date of FASB Statement No. 157
  o
    
    Level 1  Inputs are unadjusted quoted prices in active markets for
identical assets or liabilities that the Company has the ability to
access at the measurement date.o
    
    Level 2  Inputs include quoted prices for similar assets and
liabilities in active markets, quoted prices for identical or similar
assets or liabilities in markets that are not active, inputs other
than quoted prices that are observable for the asset or liability and
inputs that are derived principally from or corroborated by observable
market data by correlation or other means (market corroborated
inputs).o
    
    Level 3  Unobservable inputs reflect the Companys judgments about
the assumptions market participants would use in pricing the asset or
liability since limited market data exists. The Company develops these
inputs based on the best information available, including the
Companys own data.
  The Fair Value Option for Financial Assets and Financial Liabilities.
 Business Combinations
  10




---



##### Table of Contents



Note C  Public Offering
  Note D  Related Party Transactions
   Note E  Commitments
  Note F  Common Stock Subject to Possible Redemption
  Note G  Subsequent Events
   11




---



##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Special Note About Forward-Looking Statements
  Trends That May Affect Our Business
  Overview
       12




---



##### Table of Contents



13




---



##### Table of Contents



Results of Operations, Financial Condition and Liquidity
   Off-Balance Sheet Arrangements
  Recent Accounting Pronouncements
 Fair Value Measurements . Effective Date of FASB Statement No. 157
 14




---



##### Table of Contents



o
    
    Level 1  Inputs are unadjusted quoted prices in active markets for
identical assets or liabilities that the Company has the ability to
access at the measurement date.o
    
    Level 2  Inputs include quoted prices for similar assets and
liabilities in active markets, quoted prices for identical or similar
assets or liabilities in markets that are not active, inputs other
than quoted prices that are observable for the asset or liability and
inputs that are derived principally from or corroborated by observable
market data by correlation or other means (market corroborated
inputs).o
    
    Level 3  Unobservable inputs reflect the Companys judgments about
the assumptions market participants would use in pricing the asset or
liability since limited market data exists. The Company develops these
inputs based on the best information available, including the
Companys own data.
  The Fair Value Option for Financial Assets and Financial Liabilities.
 Business Combinations
  Critical Accounting Policies
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
   15




---



##### Table of Contents



PART II  OTHER INFORMATION
 ITEM 1. LEGAL PROCEEDINGS
  ITEM 1A. RISK FACTORS
  We may be unable to secure additional financing to complete our initial business combination.
  
 ITEM 6. EXHIBITS
  2.1
    
    
    Stock Purchase Agreement, dated February 6, 2008, by and among the Company, Critical Homecare Solutions Holdings, Inc. and
the stockholders named therein*2.2
    
    
    Amendment No. 1 to the Stock Purchase Agreement, dated April 22, 2008, by and among the Company, Critical Homecare
Solutions Holdings, Inc. and the stockholders named therein**2.2
    
    
    Amendment No. 2 to the Stock Purchase Agreement, dated July 7, 2008, by and among the Company, Critical Homecare Solutions
Holdings, Inc. and the stockholders named therein***2.3
    
    
    Amendment No. 3 to the Stock Purchase Agreement, dated July 31, 2008, by and among the Company, Critical Homecare
Solutions Holdings, Inc. and the stockholders named therein****2.4
    
    
    Amendment No. 4 to the Stock Purchase Agreement, dated August 29, 2008, by and among the Company, Critical Homecare
Solutions Holdings, Inc. and the stockholders named therein*****2.5
    
    
    Amendment No. 5 to the Stock Purchase Agreement, dated September 10, 2008, by and among the Company, Critical Homecare
Solutions Holdings, Inc. and the stockholders named therein10.1
    
    

Subscription
Agreement, dated September 10, 2008, by and between the Company
and MBF Healthcare Partners, L.P.10.2
    
    
    Letter Agreement, dated September 10, 2008, by and between the Company and MBF Healthcare  Management, LLC10.3
    
    
    Amended and Restated Letter Agreement, dated October 31, 2008, by and between the Company and MBF Healthcare Management,
LLC31.1
    
    
    Section 302 CEO Certification.31.2
    
    
    Section 302 CFO Certification.32.1
    
    
    Section 906 CEO Certification.32.2
    
    
    Section 906 CFO Certification.
 
 *
    
    Incorporated by reference to the exhibit of the same number filed with the Registrants Form 8-K, as filed with the SEC on
February 7, 2008**
    
    Incorporated by reference to Ex. 2.1 to the Registrants Form 8-K, as filed with the SEC on April 28, 2008***
    
    Incorporated by reference to Ex. 2.1 to the Registrants Form 8-K, as filed with the SEC on July 10, 2008****
    
    Incorporated by reference to Ex. 2.1 to the Registrants Form 8-K, as filed with the SEC on July 31, 2008*****
    
    Incorporated by reference to Ex. 2.1 to the Registrants Form 8-K, as filed with the SEC on September 3, 2008
    
    Incorporated by reference to Ex. 2.1 to the Registrants Form 8-K, as filed with the SEC on September 16, 2008
    
    Incorporated by reference to the exhibit of the same number filed with the Registrants Form 8-K, as filed with the SEC on
September 16, 2008
    
    Incorporated by reference to the exhibit of the same number filed with the Registrants Form 8-K, as filed with the SEC on
September 16, 2008
    
    Filed herewith 16




---



##### Table of Contents



SIGNATURES
  MBF HEALTHCARE ACQUISITION CORP.Date: November 12, 2008
    /s/ Miguel B. FernandezMiguel B. FernandezChief Executive Officer
(Principal Executive Officer)Date: November 12, 2008
    /s/ Marcio C. CabreraMarcio C. CabreraChief Financial Officer
(Principal Financial Officer) 17