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8-K/A - FORM 8-K/A - VIPER POWERSPORTS INC | v321306_8ka.htm |
EX-99.1 - EXHIBIT 99.1 - VIPER POWERSPORTS INC | v321306_ex99-1.htm |
EXHIBIT 99.2
INTRODUCTION TO UNAUDITED PRO FORMA
FINANCIAL STATEMENTS
The Unaudited Pro Forma Consolidated Balance Sheet combines the historical consolidated balance sheet of Viper Powersports Inc. (Viper) as of March 31, 2012 and the historical balance sheet of Precision Metal Fab Racing (PMFR) as of March 31, 2012, giving effect to the acquisition as if it had occurred January 1, 2012. The Unaudited Pro Forma Statement of Operations for year ended December 31, 2011 combines the historical statement of operations of Viper and PMFR for the year ended December 31, 2011 as if the merger had occurred on January 1, 2011. No pro forma effects have been given to any operational or other synergies that may be realized from the acquisitions.
The unaudited pro forma financial information is based on the estimates and assumptions described in the notes to the unaudited pro forma consolidated financial statements. The unaudited pro forma financial information has been prepared using the purchase method of accounting in which the total cost of the PMFR acquisition are allocated to the tangible and intangible assets acquired based on their estimated fair values at the date of the acquisition. This allocation has been done on a preliminary basis and is subject to change pending final determination of fair values for the acquired assets and assumed liabilities and a final analysis of the total purchase price paid, including direct costs of the acquisition. The adjustments included in the unaudited pro forma consolidated financial information represent the preliminary determination of such adjustments based upon currently available information. Accordingly, the actual fair value of the assets acquired and the related adjustments may differ from those reflected in this filing. Viper expects to finalize the purchase price allocations within one year of the date of the PMFR acquisition.
The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that might have been achieved had the transaction occurred as of an earlier date, and they are not necessarily indicative of future operating results or financial position. These pro forma amounts do not, therefore, project Viper’s financial position or results of operations for any future date or period. The accompanying unaudited pro forma financial information should be read in conjunction with the historical financial statements and the related notes thereto of Viper, which are included in its Annual Report on Form 10-K, as well as other financial information included elsewhere in this filing.
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. VIPER POWERSPORTS INC.
UNAUDITED PRO FORMA BALANCE SHEET
MARCH 31, 2012
Viper Powersports Inc. | Precision
Metal Fab Racing | Pro
Forma Adjustments | Viper
Powersports Inc. Pro Forma | |||||||||||||||
(Historical) | (Historical) | |||||||||||||||||
ASSETS | ||||||||||||||||||
Current Assets: | ||||||||||||||||||
Cash and cash equivalents | $ | 9,281 | $ | 95,840 | $ | 1,484,160 | A,B | $ | 1,589,281 | |||||||||
Accounts receivable | 6,553 | 7,610 | (7,610 | ) | B | 6,553 | ||||||||||||
Inventory and supplies | 476,709 | 149,380 | 65,620 | B | 691,709 | |||||||||||||
Prepaid and other current assets | 74,043 | 0 | 0 | 74,043 | ||||||||||||||
Total current assets | 566,586 | 252,830 | 1,542,170 | 2,361,586 | ||||||||||||||
Property and Equipment, net | 483,294 | 44,435 | 255,565 | B | 783,294 | |||||||||||||
Long-Term Assets: | ||||||||||||||||||
Intangible assets | 0 | 0 | 85,000 | B | 85,000 | |||||||||||||
Other | 13,400 | 0 | 2,617,415 | A | 2,630,815 | |||||||||||||
Total long-term assets | 13,400 | 0 | 2,702,415 | 2,715,815 | ||||||||||||||
Total Assets | $ | 1,063,280 | $ | 297,265 | $ | 4,500,150 | $ | 5,860,695 | ||||||||||
liabilities and Stockholders’ equity (Deficit) | ||||||||||||||||||
Current Liabilities: | ||||||||||||||||||
Accounts payable | $ | 209,744 | $ | 2,654 | $ | (2,654 | ) | B | $ | 209,744 | ||||||||
Accrued liabilities | 167,946 | 121 | (121 | ) | B | 167,946 | ||||||||||||
Notes payable, short-term net of discount | 225,000 | 0 | (200,000 | ) | A | 25,000 | ||||||||||||
Notes payable – related party, net of discount | 454,933 | 0 | (80,000 | ) | A | 374,933 | ||||||||||||
Current portion of long-term liabilities | 100,000 | 0 | 0 | 100,000 | ||||||||||||||
Total current liabilities | 1,157,623 | 2,775 | (282,775 | ) | 877,623 | |||||||||||||
Long-Term Liabilities: | ||||||||||||||||||
Note payable | 170,000 | 0 | 2,500,000 | A | 2,670,000 | |||||||||||||
Total Liabilities | 1,327,623 | 2,775 | 2,217,225 | 3,547,623 | ||||||||||||||
Stockholders’ quity(deficit) | ||||||||||||||||||
Preferred stock, $0.001 par value, 20,000,000 authorized,366,668 issued and outstanding | 367 | 0 | 0 | 367 | ||||||||||||||
Common stock, $0.001 par value, 100,000,000 shares authorized 33,368,174 shares issued and outstanding | 33,683 | 0 | 9,694 | A | 43,377 | |||||||||||||
Additional paid-in capital | 41,261,113 | 0 | 2,607,721 | A | 43,868,834 | |||||||||||||
Accumulated earnings(deficit) | (41,559,506 | ) | 294,490 | (334,490 | ) | B | (41,599,506 | ) | ||||||||||
Total Stockholders’ Equity(deficit) | (264,343 | ) | 294,490 | 2,282,925 | 2,313,072 | |||||||||||||
Total Liabilities and Stockholders’ Equity | $ | 1,063,280 | $ | 297,265 | $ | 4,500,150 | $ | 5,860,695 |
See accompanying notes to these unaudited pro forma financial statements.
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VIPER POWERSPORTS INC
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2011
Viper Powersports Inc | Precision
Metal Fab Racing | Pro Forma Adjustments | Viper
Powersports Inc. Pro forma | ||||||||||||||
(Historical) | (Historical) | ||||||||||||||||
Revenue | $ | 165,209 | $ | 667,098 | $ | 0 | $ | 832,307 | |||||||||
Cost of Revenue | 165,538 | 569,580 | 0 | 735,118 | |||||||||||||
Gross Profit | (329 | ) | 97,518 | 0 | 97,189 | ||||||||||||
Operating Expense: | |||||||||||||||||
Research and development costs | 69,585 | 0 | 0 | 69,585 | |||||||||||||
Selling, general and administrative | 3,136,316 | 72,030 | (40,000 | ) | B | 3,248,346 | |||||||||||
Loss on impairment and charge-off of assets and inventory | 75,802 | 0 | 0 | 75,802 | |||||||||||||
Income (Loss) from Operations | (3,282,032 | ) | 25,488 | (40,000 | ) | (3,296,544 | ) | ||||||||||
Other Income (Expense): | |||||||||||||||||
Interest expense | (59,444 | ) | 0 | 0 | (59,444 | ) | |||||||||||
Financing costs related to debt discount | (83,304 | ) | 0 | 0 | (83,304 | ) | |||||||||||
Accretion of debt discount | (227,419 | ) | 0 | 0 | (227,419 | ) | |||||||||||
Beneficial conversion features | (183,566 | ) | 0 | 0 | (183,566 | ) | |||||||||||
Other income | 2,905 | 0 | 0 | 2,905 | |||||||||||||
Total other income (expense) | 550,828 | ) | 0 | 0 | (1,108 | ) | |||||||||||
Net Income (Loss) | (3,832,860 | ) | 25,488 | (40,000 | ) | B | (3,847,372 | ) | |||||||||
Deemed dividend of preferred stock | (338,508 | ) | 0 | 0 | (338,508 | ) | |||||||||||
Net Income (Loss) attributed to common sharesholders | $ | (4,171,368 | ) | $ | 25,488 | $ | (40,000 | ) | $ | (4,185,880 | ) | ||||||
Net Income (Loss) per Common Share from Continuing Operations: | |||||||||||||||||
Basic and diluted | $ | (0.19 | ) | $ | 0.00 | $ | 0.00 | $ | (0.12 | ) | |||||||
Diluted | $ | (0.19 | ) | $ | 0.00 | $ | 0.00 | $ | (0.12 | ) | |||||||
Weighted Average Common Shares Outstanding: | |||||||||||||||||
Basic and diluted | 20,493,779 | – | 9,694,128 | 30,187,907 |
See accompanying notes to these unaudited pro forma financial statements.
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UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2012
Viper Powersports Inc | Precision
Metal Fab Racing | Pro Forma Adjustments | Viper
Powersports Inc. Pro forma | ||||||||||||||
(Historical) | (Historical) | ||||||||||||||||
Revenue | $ | 74,172 | $ | 195,978 | $ | 0 | $ | 270,150 | |||||||||
Cost of Revenue | 83,412 | 138,650 | 0 | 222,062 | |||||||||||||
Gross Profit | (9,240 | ) | 57,328 | 0 | 48,088 | ||||||||||||
Operating Expense: | |||||||||||||||||
Research and development costs | 30,247 | 0 | 0 | 30,247 | |||||||||||||
Selling, general and administrative | 605,875 | 14,613 | 40,000 | B | 660,488 | ||||||||||||
Income (Loss) from Operations | (645,362 | ) | 42,715 | (40,000 | ) | (642,647 | ) | ||||||||||
Other Income (Expense): | |||||||||||||||||
Interest expense | (101,426 | ) | 0 | 0 | (101,426 | ) | |||||||||||
Accretion of debt discount | (80,488 | ) | 0 | 0 | (80,488 | ) | |||||||||||
Other income | 30,356 | 0 | 0 | 30,356 | |||||||||||||
Total other income (expense) | (151,558 | ) | 0 | 0 | (151,558 | ) | |||||||||||
Net Income (Loss) attributed to common sharesholders | $ | (796,920 | ) | $ | 42,715 | $ | (40,000 | ) | $ | (794,205 | ) | ||||||
Net Income (Loss) per Common Share from Continuing Operations: | |||||||||||||||||
Basic and diluted | $ | (0.03 | ) | $ | 0.00 | $ | (0.00 | ) | $ | (0.02 | ) | ||||||
Diluted | $ | (0.03 | ) | $ | 0.00 | $ | (0.00 | ) | $ | (0.02 | ) | ||||||
Weighted Average Common Shares Outstanding: | |||||||||||||||||
Basic and diluted | 30,765,090 | – | 9,694,128 | 40,459,218 |
See accompanying notes to these unaudited pro forma financial statements.
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1. | Basis of Presentation: |
On April 24, Viper Powersports Inc (VIPER) entered into definitive purchase and sale agreement to acquire assets and some of the business lines of Precision Metal Fab Racing (PMFR). The PMFR purchase price is approximately $640,000, to be paid with cash. The effective date is the same as the purchase date with no final purchase price adjustments to be calculated. |
The Unaudited Pro Forma Balance Sheet combines the historical consolidated balance sheets of Viper and PMFR as of March 31, 2012, giving effect to the acquisition as if it had occurred January 1, 2011. The Unaudited Pro Forma Statement of Operations for the year ended December 31, 2011 combines the historical consolidated statements of operations of Viper and PMFR for the year ended December 31, 2011, as if the merger had occurred on January 1, 2011. No pro forma effects have been given to any operational or other synergies that may be realized from the acquisitions.
The unaudited pro forma financial information is based on the estimates and assumptions described in the notes to the unaudited pro forma financial statements. The unaudited pro forma financial information has been prepared using the purchase method of accounting in which the total cost of the PMR acquisition are allocated to the tangible and intangible assets acquired based on their estimated fair values at the date of the acquisition. This allocation has been done on a preliminary basis and is subject to change pending final determination of fair values for the acquired assets and a final analysis of the total purchase price paid, including direct costs of the acquisition. The adjustments included in the unaudited pro forma financial information represent the preliminary determination of such adjustments based upon currently available information. Accordingly, the actual fair value of the assets acquired and the related adjustments may differ from those reflected in this statement. Viper expects to finalize the purchase price allocations within one year of the date of the PMFR acquisition.
2. | Pro Forma Adjustments to the Balance Sheet and Statement of Operations: |
A | To account for new Loan and Security Agreement; $2,500,000 initial loan advance on the agreement. The proceeds of the loan are to be used to pay existing debt of $280,000, purchase PMFR and other future operating costs. Included in the agreement is the issuance of 9,694,128 unregistered shares as a fee for the transaction (at $0.27 per share), of which the value of $2,617,415 is reflected as deferred financing costs. |
B | To record the assets purchased for cash, for the acquisition of PMFR: |
Purchase price | $ | 640,000 | ||
Less fair value of assets acquired: | ||||
Inventories | 215,000 | |||
Property and equipment | 300,000 | |||
Identifiable intangible (customer list) | 85,000 | |||
Finder’s fee expense | 40,000 | |||
Total | $ | 640,000 |
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Total change in cash is reflected as such; | ||||
Borrowing under new Loan agreement: | $ | 2,500,000 | ||
Payment for acquisition of PMFR: | (640,000 | ) | ||
Payoff of existing debt | (280,000 | ) | ||
Cash not acquired from PMFR: | (95,840 | ) | ||
Net increase in cash | $ | 1,484,160 |
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