Basis of Pro Forma Presentation. On December 22, 2015, PositiveID Corporation (“PositiveID” or the “Company”) entered into a Stock Purchase Agreement (“Purchase Agreement”) for the purchase of all of the outstanding common stock of E-N-G Mobile Systems, Inc. ( “ENG”) from its sole shareholder (the “Seller”) (the “Acquisition”). The Acquisition was completed on December 24, 2015. Pursuant to the Purchase Agreement, as consideration at the time of closing of the Acquisition, PositiveID paid the Seller Seven Hundred Fifty Thousand Dollars ($750,000) in cash and issued a convertible secured promissory note to the Seller in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the “ENG Note”). Additional earn-out payments may be earned by the Seller as described in the Purchase Agreement. Earn-out payments are estimated to be approximately $111,000, to be paid in the four months following the closing of the acquisition. The Company has also entered into a two year consulting agreement with the Seller. The Company has previously reported, in a current Form 8-K/A dated February 19, 2016, the unaudited pro forma information related to the combination of the Company and its acquisition of Thermomedics, Inc. (“Thermo”). The combined pro forma financial statements of the Company, including Thermo have been used as the basis for making pro forma adjustments to reflect the acquisition of ENG disclosed herein. Under the acquisition method of accounting the total estimated purchase price as described in Note 1 to this unaudited pro forma condensed combined financial information was allocated to the net tangible and intangible assets of ENG acquired and liabilities assumed in connection with the Acquisition based on their estimated fair values. The estimated fair values of certain assets and liabilities have been estimated by management and are subject to change upon the finalization of the fair value assessments. The historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma events that are directly attributable to the acquisition, factually supportable, and, with respect to the statements of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information does not purport to be indicative of the financial position or results of operations of PositiveID that would have been reported had the Acquisition been completed as of the dates or for such periods presented, nor is it intended to project PositiveID’s future financial position or results of operations. The unaudited pro forma condensed combined financial information and the accompanying notes should be read together with PositiveID’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2014, Management’s Discussion and Analysis included in PositiveID’s Annual Report on Form 10-K for the year ended December 31, 2014, from the Current Report on Form 8-K/A filed on February 19, 2016, and from ENG’s audited financial statements and accompanying notes for the year ended December 31, 2014 included in Exhibit 99.1 of this Current Report. The unaudited pro forma condensed combined financial information as of and for the nine months ended September 30, 2015 has been prepared from PositiveID’s unaudited condensed consolidated financial statements included in PositiveID’s Quarterly Report on Form 10-Q as of and for the nine months ended September 30, 2015, from the Current Report on Form 8-K/A filed on February 19, 2016, and from the unaudited financial statements of ENG as of and for the nine months ended September 30, 2015 included in Exhibit 99.2 of this Current Report. The unaudited pro forma condensed combined balance sheet as of September 30, 2015 has been prepared to present PositiveID’s financial position as if the Acquisition had occurred on September 30, 2015. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2014 and for the nine months ended September 30, 2015 have been prepared to present PositiveID’s results of operations as if the Acquisition had occurred on January 1, 2014 and January 1, 2015, respectively. The unaudited pro forma adjustments are based on preliminary estimates, available information and certain assumptions, which may be revised as additional information becomes available. The unaudited pro forma condensed combined financial information does not reflect any adjustments for nonrecurring items or anticipated synergies resulting from the Acquisition. Current assets: Cash and cash equivalents $ 319 $ 10 $ (185 ) $ 144 $ 994 $ (893 )(b)(c)(f) $ 245 Accounts receivable, net - 8 1 9 29 607 (b) 645 Inventory - 31 (15 ) 16 1,648 (399 )(b) 1,265 Prepaid expenses and other 39 - - 39 5 28 (b) 72 Total current assets 358 49 (199 ) 208 2,676 (657 ) 2,227 Property and equipment, net 3 10 (2 ) 11 29 94 (b) 134 Goodwill 510 - 513 1,023 - - 1,023 Intangibles 164 - 200 364 - 211 (d) 575 Other assets 11 6 (6 ) 11 7 95 (b)(c) 113 Total assets $ 1,046 $ 65 $ 506 $ 1,617 $ 2,712 $ (257 ) $ 4,072 Current Liabilities: Accounts payable $ 118 $ 64 $ (32 ) $ 150 $ 256 $ (132 )(b) $ 274 Accrued expenses 879 1 116 996 123 (12 )(b) 1,107 Notes payable 429 - - 429 14 (13 )(b) 430 Deferred revenue - - - - 1,683 (477 )(b) 1,206 Contingent purchase price 111 (e) 111 Due to parent - 2,463 (2,463 ) - - - - Short-term convertible debt and accrued interest, net of discounts and premiums 1,488 - 75 1,563 - 902 (c)(f) 2,465 Embedded conversion option liability 5,823 - - 5,823 - - 5,823 Total current liabilities 8,737 2,528 (2,304 ) 8,961 2,076 379 11,416 Long-term liabilities Contingent purchase price - - 184 184 - - 184 Mandatorily redeemable preferred stock, Series I 2,132 - - 2,132 - - 2,132 Total liabilities 10,869 2,528 (2,120 ) 11,277 2,076 379 13,732 Stockholders’ equity (deficit): Preferred stock, Series J - - 163 163 - - 163 Common stock 3,766 - - 3,766 - - 3,766 Additional paid – in capital 126,054 - - 126,054 - - 126,054 Retained earnings/Accumulated deficit (139,643 ) (2,463 ) 2,463 (139,643 ) 636 (636 )(b) (139,643 ) Total stockholders’ equity (deficit) (9,823 ) (2,463 ) 2,626 (9,660 ) 636 (636 ) (9,660 ) Total liabilities and stockholders’ equity $ 1,046 $ 65 $ 506 $ 1,617 $ 2,712 $ (257 ) $ 4,072
Appears in 1 contract
Basis of Pro Forma Presentation. On December 22, 2015, PositiveID Corporation (“PositiveID” or the “Company”) entered into a Stock Purchase Agreement (“Purchase Agreement”) for the purchase of all of the outstanding common stock of E-N-G Mobile Systems, Inc. ( “ENG”) from its sole shareholder (the “Seller”) (the “Acquisition”). The Acquisition was completed on December 24, 2015. Pursuant to the Purchase Agreement, as consideration at the time of closing of the Acquisition, PositiveID paid the Seller Seven Hundred Fifty Thousand Dollars ($750,000) in cash and issued a convertible secured promissory note to the Seller in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the “ENG Note”). Additional earn-out payments may be earned by the Seller as described in the Purchase Agreement. Earn-out payments are estimated to be approximately $111,000, to be paid in the four months following the closing of the acquisition. The Company has also entered into a two year consulting agreement with the Seller. The Company has previously reported, in a current Form 8-K/A dated February 19, 2016, the unaudited pro forma information related to the combination of the Company and its acquisition of Thermomedics, Inc. (“Thermo”). The combined pro forma financial statements of the Company, including Thermo have been used as the basis for making pro forma adjustments to reflect the acquisition of ENG disclosed herein. Under the acquisition method of accounting the total estimated purchase price as described in Note 1 to this unaudited pro forma condensed combined financial information was allocated to the net tangible and intangible assets of ENG acquired and liabilities assumed in connection with the Acquisition based on their estimated fair values. The estimated fair values of certain assets and liabilities have been estimated by management and are subject to change upon the finalization of the fair value assessments. The historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma events that are directly attributable to the acquisition, factually supportable, and, with respect to the statements of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information does not purport to be indicative has been prepared in accordance with Article 11 of the financial position or results of operations of PositiveID that would have been reported had the Acquisition been completed as of the dates or for such periods presented, nor is it intended to project PositiveID’s future financial position or results of operations. SEC Regulation S-X. The unaudited pro forma condensed combined financial information and the accompanying notes should be read together with PositiveID’s audited consolidated financial statements and accompanying notes statement of operations for the year ended December 31, 20142023, Management’s Discussion gives effect to the merger and Analysis included in PositiveID’s Annual Report other events as if it had been consummated on Form 10-K January 1, 2023 and combine the historical statements of operations of Graphite and XXXX for the year ended December 31, 2014, from the Current Report on Form 8-K/A filed on February 19, 2016, and from ENG’s audited financial statements and accompanying notes for the year ended December 31, 2014 included in Exhibit 99.1 of this Current Report. The unaudited pro forma condensed combined financial information as of and for the nine months ended September 30, 2015 has been prepared from PositiveID’s unaudited condensed consolidated financial statements included in PositiveID’s Quarterly Report on Form 10-Q as of and for the nine months ended September 30, 2015, from the Current Report on Form 8-K/A filed on February 19, 2016, and from the unaudited financial statements of ENG as of and for the nine months ended September 30, 2015 included in Exhibit 99.2 of this Current Reportperiod then ended. The unaudited pro forma condensed combined balance sheet as of September 30December 31, 2015 has been prepared 2023 gives effect to present PositiveIDthe merger and other events and combines the historical balance sheets of Graphite and XXXX as of such date. Based on XXXX’x preliminary review of XXXX’x and Graphite’s summary of significant accounting policies and preliminary discussions between management teams of XXXX and Graphite, the nature and amount of any adjustments to the historical financial position statements of Graphite to conform its accounting policies to those of XXXX are not expected to be material. Following completion of the merger, further review of Graphite’s accounting policies may result in additional revisions to Graphite’s accounting policies and classifications to conform to those of XXXX. For purposes of these pro forma financial statements, the estimated purchase price consideration consists of the following: Estimated number of shares of the combined company to be owned by Graphite's stockholders(i) 8,429,509 Multiplied by the estimate fair value of Graphite's common stock(ii) 22.61 Total (in thousands) $ 190,591 Estimated fair value of assumed Graphite equity awards based on pre-combination service (in thousands)(iii) 257 Total estimated purchase price (in thousands) $ 190,848 __________________
(i) Reflects the number of shares of common stock of the combined company that Graphite equity holders owned as if of the Acquisition had occurred on September 30effective time of the merger pursuant to the Merger Agreement. This amount is calculated, 2015. The for purposes of this unaudited pro forma condensed combined statements financial information, based on shares of operations for the year ended Graphite common stock outstanding at December 31, 2014 2023 as effected by the reverse stock-split, and contemplation of equity instruments that are in-the-money and expected to be net exercised using the treasury stock method.
(ii) Reflects the price per share of Graphite common stock, which is the closing bid price of Graphite common stock as reported by Nasdaq on March 18, 2024, as effected by the reverse stock split (See Note F).
(iii) Reflects the estimated acquisition-date fair value of the assumed Graphite equity awards attributable to pre-merger service outstanding as of the effective time of the merger. For accounting purposes, XXXX is considered to be the acquiring company and the merger is accounted for as a reverse recapitalization of Graphite by XXXX because on the nine months ended September 30merger date, 2015 have been prepared the pre-combination assets of Graphite are primarily cash, short-term investments, and other non-operating assets. Under reverse recapitalization accounting, the assets and liabilities of Graphite were recorded, as of the completion of the merger, at their fair value, which is expected to present PositiveID’s results approximate the carrying value of operations as if the Acquisition had occurred on January 1, 2014 and January 1, 2015, respectivelypre-combination assets. The difference between the final fair value of the consideration transferred and the fair value of the net assets of Graphite following determination of the actual purchase price consideration for Graphite was reflected as an adjustment to additional paid-in capital. The subsequent financial statements of XXXX will reflect the combined operations of XXXX as the acquirer for accounting purposes together with a deemed issuance of shares, equivalent to the shares held by the stockholders of the legal acquirer, Graphite, immediately prior to the effective time, and a recapitalization of the equity of the accounting acquirer, XXXX. The accompanying unaudited pro forma condensed combined financial information is derived from the historical financial statements of Graphite and XXXX, and include adjustments are based on preliminary estimates, available information to give pro forma effect to reflect the accounting for the merger and certain assumptions, which other events in accordance with GAAP. The historical financial statements of XXXX shall become the historical financial statements of the combined company. XXXX and Graphite may be revised as additional information becomes availableincur significant costs associated with integrating the operations of XXXX and Graphite after the merger. The unaudited pro forma condensed combined financial information does not reflect the costs of any adjustments for nonrecurring items integration activities or anticipated synergies resulting benefits that may result from realization of future cost savings from operating efficiencies expected to result from the Acquisitionmerger. Current assets: Cash The unaudited pro forma condensed combined financial information may differ from the final recapitalization accounting for a number of reasons, including the fact that the estimate of the fair value of Graphite’s net assets at closing is preliminary. The differences that may occur between the preliminary estimate and cash equivalents $ 319 $ 10 $ (185 ) $ 144 $ 994 $ (893 )(b)(c)(f) $ 245 Accounts receivable, net - 8 1 9 29 607 (b) 645 Inventory - 31 (15 ) 16 1,648 (399 )(b) 1,265 Prepaid expenses and other 39 - - 39 5 28 (b) 72 Total current assets 358 49 (199 ) 208 2,676 (657 ) 2,227 Property and equipment, net 3 10 (2 ) 11 29 94 (b) 134 Goodwill 510 - 513 1,023 - - 1,023 Intangibles 164 - 200 364 - 211 (d) 575 Other assets 11 6 (6 ) 11 7 95 (b)(c) 113 Total assets $ 1,046 $ 65 $ 506 $ 1,617 $ 2,712 $ (257 ) $ 4,072 Current Liabilities: Accounts payable $ 118 $ 64 $ (32 ) $ 150 $ 256 $ (132 )(b) $ 274 Accrued expenses 879 1 116 996 123 (12 )(b) 1,107 Notes payable 429 - - 429 14 (13 )(b) 430 Deferred revenue - - - - 1,683 (477 )(b) 1,206 Contingent the final purchase price 111 (e) 111 Due to parent - 2,463 (2,463 ) - - - - Short-term convertible debt and accrued interest, net of discounts and premiums 1,488 - 75 1,563 - 902 (c)(f) 2,465 Embedded conversion option liability 5,823 - - 5,823 - - 5,823 Total current liabilities 8,737 2,528 (2,304 ) 8,961 2,076 379 11,416 Long-term liabilities Contingent purchase price - - 184 184 - - 184 Mandatorily redeemable preferred stock, Series I 2,132 - - 2,132 - - 2,132 Total liabilities 10,869 2,528 (2,120 ) 11,277 2,076 379 13,732 Stockholders’ equity (deficit): Preferred stock, Series J - - 163 163 - - 163 Common stock 3,766 - - 3,766 - - 3,766 Additional paid – in capital 126,054 - - 126,054 - - 126,054 Retained earnings/Accumulated deficit (139,643 ) (2,463 ) 2,463 (139,643 ) 636 (636 )(b) (139,643 ) Total stockholders’ equity (deficit) (9,823 ) (2,463 ) 2,626 (9,660 ) 636 (636 ) (9,660 ) Total liabilities and stockholders’ equity $ 1,046 $ 65 $ 506 $ 1,617 $ 2,712 $ (257 ) $ 4,072accounting could have a material impact on the accompanying unaudited pro forma condensed combined financial information.
Appears in 1 contract
Basis of Pro Forma Presentation. On December 22, 2015, PositiveID Corporation (“PositiveID” or the “Company”) entered into a Stock Purchase Agreement (“Purchase Agreement”) for the purchase of all of the outstanding common stock of E-N-G Mobile Systems, Inc. ( “ENG”) from its sole shareholder (the “Seller”) (the “Acquisition”). The Acquisition was completed on December 24, 2015. Pursuant to the Purchase Agreement, as consideration at the time of closing of the Acquisition, PositiveID paid the Seller Seven Hundred Fifty Thousand Dollars ($750,000) in cash and issued a convertible secured promissory note to the Seller in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the “ENG Note”). Additional earn-out payments may be earned by the Seller as described in the Purchase Agreement. Earn-out payments are estimated to be approximately $111,000, to be paid in the four months following the closing of the acquisition. The Company has also entered into a two year consulting agreement with the Seller. The Company has previously reported, in a current Form 8-K/A dated February 19, 2016, the unaudited pro forma information related to the combination of the Company and its acquisition of Thermomedics, Inc. (“Thermo”). The combined pro forma financial statements of the Company, including Thermo have been used as the basis for making pro forma adjustments to reflect the acquisition of ENG disclosed herein. Under the acquisition method of accounting the total estimated purchase price as described in Note 1 to this unaudited pro forma condensed combined financial information was related to the proposed Mergers and the contemplated financing transactions is included for the fiscal year ended April 30, 2014 and as of and for the nine months ended January 31, 2015. At the effective time of the proposed Mergers, Big Heart Pet will be a wholly owned subsidiary of Xxxxxxx. The transaction is being accounted for under the acquisition method of accounting, and accordingly, the purchase price will be allocated to the assets to be acquired and the liabilities to be assumed based upon their respective fair values on the date the proposed Mergers are expected to be completed. The estimated total purchase price to be paid in the proposed Mergers, based upon approximately 17.9 million shares to be issued and the assumption of approximately $2.6 billion of debt, is as follows: Estimated total value of Xxxxxxx common shares to be issued $ 2,063.9 Assumed debt from Big Heart Pet 2,607.7 Cash consideration paid, net of cash acquired 1,327.3 Total estimated purchase price $ 5,998.9 Under the purchase method of accounting, the total estimated purchase price as shown in the table above is allocated to Big Heart Pet’s net tangible and intangible assets of ENG acquired and liabilities assumed in connection with the Acquisition based on their estimated fair valuesvalues as of the date of consummation of the proposed Mergers. The estimated pro forma adjustments included herein may be revised as additional information becomes available and as additional analyses are performed. The final allocation of the purchase price will be determined after the proposed Mergers are completed and after completion of a final analysis to determine the fair values of certain assets Big Heart Pet’s tangible assets, identifiable intangible assets, and liabilities have been estimated by management and are subject to change upon as of the finalization date of consummation of the proposed Mergers. Accordingly, the final purchase accounting adjustments may be materially different from the pro forma adjustments presented in this document. Increases or decreases in the fair value assessmentsof the net assets may change the amount of the purchase price allocated to goodwill and other assets and liabilities. This may impact the Unaudited Pro Forma Condensed Combined Statements of Income due to an increase or decrease in the amount of amortization or depreciation of the adjusted assets, among other items. The historical consolidated financial information has been adjusted preliminary purchase price is allocated as follows: Tangible assets, net of cash acquired $ 859.8 Identifiable indefinite-lived intangible assets 1,847.0 Identifiable finite-lived intangible assets 2,264.0 Goodwill 2,921.6 Liabilities assumed (1,893.5 ) Total preliminary purchase price allocation $ 5,998.9 Certain amounts in the unaudited pro forma condensed combined historical financial information to give effect to pro forma events that are directly attributable to the acquisition, factually supportable, and, with respect to the statements of operations, expected Big Heart Pet have been reclassified to have a continuing impact on the combined resultsconform with Xxxxxxx’x historical financial presentation. The unaudited pro forma condensed combined financial information presented in this document does not purport to be indicative of necessarily indicate the financial position or results of operations of PositiveID or the combined financial position that would have been reported resulted had the Acquisition proposed Mergers been completed as at the beginning of the dates or for such periods applicable period presented, nor is it intended to project PositiveID’s indicative of the results of operations in future periods or the future financial position or results of operations. The unaudited pro forma condensed the combined financial information and the accompanying notes should be read together with PositiveID’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2014, Management’s Discussion and Analysis included in PositiveID’s Annual Report on Form 10-K for the year ended December 31, 2014, from the Current Report on Form 8-K/A filed on February 19, 2016, and from ENG’s audited financial statements and accompanying notes for the year ended December 31, 2014 included in Exhibit 99.1 of this Current Report. The unaudited pro forma condensed combined financial information as of and for the nine months ended September 30, 2015 has been prepared from PositiveID’s unaudited condensed consolidated financial statements included in PositiveID’s Quarterly Report on Form 10-Q as of and for the nine months ended September 30, 2015, from the Current Report on Form 8-K/A filed on February 19, 2016, and from the unaudited financial statements of ENG as of and for the nine months ended September 30, 2015 included in Exhibit 99.2 of this Current Report. The unaudited pro forma condensed combined balance sheet as of September 30, 2015 has been prepared to present PositiveID’s financial position as if the Acquisition had occurred on September 30, 2015. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2014 and for the nine months ended September 30, 2015 have been prepared to present PositiveID’s results of operations as if the Acquisition had occurred on January 1, 2014 and January 1, 2015, respectively. The unaudited pro forma adjustments are based on preliminary estimates, available information and certain assumptions, which may be revised as additional information becomes available. The unaudited pro forma condensed combined financial information does not reflect any adjustments for nonrecurring items or anticipated synergies resulting from the Acquisition. Current assets: Cash and cash equivalents $ 319 $ 10 $ (185 ) $ 144 $ 994 $ (893 )(b)(c)(f) $ 245 Accounts receivable, net - 8 1 9 29 607 (b) 645 Inventory - 31 (15 ) 16 1,648 (399 )(b) 1,265 Prepaid expenses and other 39 - - 39 5 28 (b) 72 Total current assets 358 49 (199 ) 208 2,676 (657 ) 2,227 Property and equipment, net 3 10 (2 ) 11 29 94 (b) 134 Goodwill 510 - 513 1,023 - - 1,023 Intangibles 164 - 200 364 - 211 (d) 575 Other assets 11 6 (6 ) 11 7 95 (b)(c) 113 Total assets $ 1,046 $ 65 $ 506 $ 1,617 $ 2,712 $ (257 ) $ 4,072 Current Liabilities: Accounts payable $ 118 $ 64 $ (32 ) $ 150 $ 256 $ (132 )(b) $ 274 Accrued expenses 879 1 116 996 123 (12 )(b) 1,107 Notes payable 429 - - 429 14 (13 )(b) 430 Deferred revenue - - - - 1,683 (477 )(b) 1,206 Contingent purchase price 111 (e) 111 Due to parent - 2,463 (2,463 ) - - - - Short-term convertible debt and accrued interest, net of discounts and premiums 1,488 - 75 1,563 - 902 (c)(f) 2,465 Embedded conversion option liability 5,823 - - 5,823 - - 5,823 Total current liabilities 8,737 2,528 (2,304 ) 8,961 2,076 379 11,416 Long-term liabilities Contingent purchase price - - 184 184 - - 184 Mandatorily redeemable preferred stock, Series I 2,132 - - 2,132 - - 2,132 Total liabilities 10,869 2,528 (2,120 ) 11,277 2,076 379 13,732 Stockholders’ equity (deficit): Preferred stock, Series J - - 163 163 - - 163 Common stock 3,766 - - 3,766 - - 3,766 Additional paid – in capital 126,054 - - 126,054 - - 126,054 Retained earnings/Accumulated deficit (139,643 ) (2,463 ) 2,463 (139,643 ) 636 (636 )(b) (139,643 ) Total stockholders’ equity (deficit) (9,823 ) (2,463 ) 2,626 (9,660 ) 636 (636 ) (9,660 ) Total liabilities and stockholders’ equity $ 1,046 $ 65 $ 506 $ 1,617 $ 2,712 $ (257 ) $ 4,072company.
Appears in 1 contract
Samples: Merger Agreement (J M SMUCKER Co)
Basis of Pro Forma Presentation. On December 22, 2015, PositiveID Corporation (“PositiveID” or the “Company”) entered into a Stock Purchase Agreement (“Purchase Agreement”) for the purchase of all of the outstanding common stock of E-N-G Mobile Systems, Inc. ( “ENG”) from its sole shareholder (the “Seller”) (the “Acquisition”). The Acquisition was completed on December 24, 2015. Pursuant to the Purchase Agreement, as consideration at the time of closing of the Acquisition, PositiveID paid the Seller Seven Hundred Fifty Thousand Dollars ($750,000) in cash and issued a convertible secured promissory note to the Seller in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the “ENG Note”). Additional earn-out payments may be earned by the Seller as described in the Purchase Agreement. Earn-out payments are estimated to be approximately $111,000, to be paid in the four months following the closing of the acquisition. The Company has also entered into a two year consulting agreement with the Seller. The Company has previously reported, in a current Form 8-K/A dated February 19, 2016, the unaudited pro forma information related to the combination of the Company and its acquisition of Thermomedics, Inc. (“Thermo”). The combined pro forma financial statements of the Company, including Thermo have been used as the basis for making pro forma adjustments to reflect the acquisition of ENG disclosed herein. Under the acquisition method of accounting the total estimated purchase price as described in Note 1 to this unaudited pro forma condensed combined financial information was allocated to the net tangible and intangible assets of ENG acquired and liabilities assumed in connection with the Acquisition based on their estimated fair values. The estimated fair values of certain assets and liabilities have been estimated by management and are subject to change upon the finalization of the fair value assessments. The historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma events that are directly attributable to the acquisition, factually supportable, and, with respect to the statements of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information does not purport to be indicative of the financial position or results of operations of PositiveID that would have been reported had the Acquisition been completed as of the dates or for such periods presented, nor is it intended to project PositiveID’s future financial position or results of operations. The unaudited pro forma condensed combined financial information and the accompanying notes should be read together with PositiveID’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2014, Management’s Discussion and Analysis included in PositiveID’s Annual Report on Form 10-K for the year ended December 31, 2014, from the Current Report on Form 8-K/A filed on February 19, 2016, and from ENG’s audited financial statements and accompanying notes for the year ended December 31, 2014 included in Exhibit 99.1 of this Current Report. The unaudited pro forma condensed combined financial information as of and for the nine months ended September 30, 2015 has been prepared from PositiveID’s unaudited condensed consolidated financial statements included in PositiveID’s Quarterly Report on Form 10-Q as of and for the nine months ended September 30, 2015, from the Current Report on Form 8-K/A filed on February 19, 2016, and from the unaudited financial statements of ENG as of and for the nine months ended September 30, 2015 included in Exhibit 99.2 of this Current Report. The unaudited pro forma condensed combined balance sheet as of September 30, 2015 has been prepared to present PositiveID’s financial position as if the Acquisition had occurred on September 30, 2015. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2014 and for the nine months ended September 30, 2015 have been prepared to present PositiveID’s results of operations as if the Acquisition had occurred on January 1, 2014 and January 1, 2015, respectively. The unaudited pro forma adjustments are based on preliminary estimates, available information and certain assumptions, which may be revised as additional information becomes available. The unaudited pro forma condensed combined financial information does not reflect any adjustments for nonrecurring items or anticipated synergies resulting from the Acquisition. PositiveID Corporation Current assets: Cash and cash equivalents $ 319 $ 10 $ (185 ) $ 144 $ 994 $ (893 )(b)(c)(f) $ 245 Accounts receivable, net - 8 1 9 29 607 (b) 645 Inventory - 31 (15 ) 16 1,648 (399 )(b) 1,265 Prepaid expenses and other 39 - - 39 5 28 (b) 72 Total current assets 358 49 (199 ) 208 2,676 (657 ) 2,227 Property and equipment, net 3 10 (2 ) 11 29 94 (b) 134 Goodwill 510 - 513 1,023 - - 1,023 Intangibles 164 - 200 364 - 211 (d) 575 Other assets 11 6 (6 ) 11 7 95 (b)(c) 113 Total assets $ 1,046 $ 65 $ 506 $ 1,617 $ 2,712 $ (257 ) $ 4,072 Current Liabilities: Accounts payable $ 118 $ 64 $ (32 ) $ 150 $ 256 $ (132 )(b) $ 274 Accrued expenses 879 1 116 996 123 (12 )(b) 1,107 Notes payable 429 - - 429 14 (13 )(b) 430 Deferred revenue - - - - 1,683 (477 )(b) 1,206 Contingent purchase price 111 (e) 111 Due to parent - 2,463 (2,463 ) - - - - Short-term convertible debt and accrued interest, net of discounts and premiums 1,488 - 75 1,563 - 902 (c)(f) 2,465 Embedded conversion option liability 5,823 - - 5,823 - - 5,823 Total current liabilities 8,737 2,528 (2,304 ) 8,961 2,076 379 11,416 Long-term liabilities Contingent purchase price - - 184 184 - - 184 Mandatorily redeemable preferred stock, Series I 2,132 - - 2,132 - - 2,132 Total liabilities 10,869 2,528 (2,120 ) 11,277 2,076 379 13,732 Stockholders’ equity (deficit): Preferred stock, Series J - - 163 163 - - 163 Common stock 3,766 - - 3,766 - - 3,766 Additional paid – in capital 126,054 - - 126,054 - - 126,054 Retained earnings/Accumulated deficit (139,643 ) (2,463 ) 2,463 (139,643 ) 636 (636 )(b) (139,643 ) Total stockholders’ equity (deficit) (9,823 ) (2,463 ) 2,626 (9,660 ) 636 (636 ) (9,660 ) Total liabilities and stockholders’ equity $ 1,046 $ 65 $ 506 $ 1,617 $ 2,712 $ (257 ) $ 4,0724,072 PositiveID Corporation
Appears in 1 contract
