Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Enveric Biosciences, Inc. | ex99_1.htm |
| 8-K/A - 8-K/A - Enveric Biosciences, Inc. | form8ka.htm |
Exhibit 99.2
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
On March 10, 2017, Ameri Holdings, Inc. (the ''Company,'' ''we,'' ''our'' or ''us'') completed the acquisition of ATCG Technology Solutions, Inc. (“ATCG”). The accompanying unaudited pro forma condensed consolidated combined balance sheets as of December 31, 2016 presents our historical financial position combined with ATCG as if the acquisition and the financing for the acquisition had occurred on December 31, 2016. The accompanying unaudited pro forma condensed consolidated combined statements of operations for the fiscal year ended December 31, 2016 present the combined results of our operations with ATCG as if the acquisition and the financing for the acquisition had occurred on December 31, 2016. The historical unaudited pro forma condensed consolidated financial information includes adjustments that are directly attributable to the acquisition, factually supportable and with respect to the statement of operations are expected to have a continuing effect on our combined results. The unaudited pro forma condensed consolidated combined financial information does not reflect the costs of any integration activities or benefits that may result from realization of future cost savings from operating efficiencies, or any revenue, tax, or other synergies that may result from the acquisition. The unaudited pro forma condensed consolidated combined financial information and related notes are being provided for illustrative purposes only and are not necessarily indicative of what our financial position or results of operations actually would have been had we completed the acquisition at the dates indicated nor are they necessarily indicative of the combined company's future financial position or operating results of the combined company.
The accompanying unaudited pro forma condensed consolidated combined financial information and related notes should be read in conjunction with our consolidated financial statements for year ending December 31, 2016 and ATCG audited financial statements as of and for the years ended December 31, 2016.
We prepared the unaudited pro forma condensed consolidated combined financial information pursuant to Regulation S-X Article 11. Accordingly, our cost to acquire ATCG of approximately $8.75 million has been allocated to the assets acquired and liabilities assumed according to their estimated fair values at the date of acquisition. Any excess of the purchase price over the estimated fair value of the net assets acquired has been recorded as goodwill. The preliminary estimates of fair values are reflected in the accompanying unaudited pro forma condensed consolidated combined financial information. The final determination of these fair values will be completed as soon as possible but no later than one year from the acquisition date. The final valuation will be based on the actual fair values of assets acquired and liabilities assumed at the acquisition date. Although the final determination may result in asset and liability fair values that are different than the preliminary estimates of these amounts included herein, it is not expected that those differences will be material to an understanding of the impact of this transaction to our financial results.
Exhibit 99.2 -- Page 1
Unaudited Pro Forma Condensed Combined Balance Sheet
December 31, 2016
|
Ameri
Holdings,
Inc.
|
ATCG
Technology
Solutions,
Inc.
|
Combined
Historical
|
Pro Forma
Adjustments
|
Pro Forma
Combined
|
|||||||||||||||||
|
ASSETS
|
|||||||||||||||||||||
|
Current assets:
|
|||||||||||||||||||||
|
Cash and cash equivalents
|
$
|
1,379,887
|
165,348
|
1,543,435
|
1,543,435
|
||||||||||||||||
|
Accounts receivable
|
8,059,910
|
787,812
|
8,847,722
|
8,847,722
|
|||||||||||||||||
|
Other current assets
|
542,237
|
487,852
|
1,030,089
|
1,030,089
|
|||||||||||||||||
|
Total current assets
|
9,982,034
|
1,439,212
|
11,421,246
|
11,421,246
|
|||||||||||||||||
|
Investments
|
82,908
|
82,908
|
(1
|
)
|
8,784,533
|
82,908
|
|||||||||||||||
|
(2
|
)
|
(8,784,533
|
)
|
||||||||||||||||||
|
Fixed assets
|
100,241
|
27,721
|
127,962
|
127,962
|
|||||||||||||||||
|
Intangible assets-net
|
8,764,704
|
1,027,500
|
9,792,204
|
(2
|
)
|
3,750,000
|
13,542,204
|
||||||||||||||
|
Goodwill
|
17,089,076
|
17,089,076
|
(2
|
)
|
3,746,012
|
20,835,088
|
|||||||||||||||
|
Deferred Income Tax Asset
|
3,488,960
|
(679
|
)
|
3,488,281
|
3,488,281
|
||||||||||||||||
|
TOTAL ASSETS
|
$
|
39,507,923
|
2,493,754
|
42,001,677
|
7,496,012
|
49,497,689
|
|||||||||||||||
|
LIABILITIES AND STOCKHOLDER'S EQUITY
|
|||||||||||||||||||||
|
Current liabilities:
|
|||||||||||||||||||||
|
Accounts payable
|
$
|
5,130,817
|
351,144
|
5,481,961
|
5,481,961
|
||||||||||||||||
|
Line of credit
|
3,088,890
|
3,088,890
|
3,088,890
|
||||||||||||||||||
|
Other accruals and current liabilities
|
2,165,088
|
850,148
|
3,015,236
|
3,015,236
|
|||||||||||||||||
|
Current portion of long term notes
|
405,376
|
405,376
|
405,376
|
||||||||||||||||||
|
Consideration payable – Cash
|
1,854,397
|
1,854,397
|
(1
|
)
|
1,875,000
|
3,729,397
|
|||||||||||||||
|
Consideration payable – Equity
|
64,384
|
64,384
|
(1
|
)
|
3,863,379
|
3,927,763
|
|||||||||||||||
|
Total current liabilities
|
12,708,952
|
1,201,292
|
13,910,244
|
5,738,379
|
19,648,623
|
||||||||||||||||
|
Long-term liabilities
|
|||||||||||||||||||||
|
Long term Notes – Net of current portion
|
1,536,191
|
1,536,191
|
1,536,191
|
||||||||||||||||||
|
Long term consideration payable – Cash
|
2,711,717
|
2,711,717
|
(1
|
)
|
1,875,000
|
4,586,717
|
|||||||||||||||
|
Long term consideration payable – Equity
|
10,887,360
|
10,887,360
|
(1
|
)
|
1,171,154
|
12,058,514
|
|||||||||||||||
|
Total long-term liabilities
|
15,135,268
|
15,135,268
|
3,046,154
|
18,181,422
|
|||||||||||||||||
|
Stockholder's equity:
|
|||||||||||||||||||||
|
Common Stock
|
138,860
|
8,563
|
147,423
|
(2
|
)
|
(8,563
|
)
|
138,860
|
|||||||||||||
|
Preferred stock
|
3,636
|
17,532
|
21,168
|
(2
|
)
|
(17,532
|
)
|
3,636
|
|||||||||||||
|
Additional paid-in capital
|
15,358,839
|
8,000,561
|
20,105,701
|
(2
|
)
|
(8,000,561
|
)
|
15,358,859
|
|||||||||||||
|
Accumulated deficit
|
(3,833,588
|
)
|
(6,738,135
|
)
|
(10,571,723
|
)
|
(2
|
)
|
6,738,135
|
(3,833,588
|
)
|
||||||||||
|
Accumulated Other Comprehensive Income(Loss)
|
(7,426
|
)
|
(2,200
|
)
|
(9,626
|
)
|
(7,426
|
)
|
|||||||||||||
|
Non-Controlling Interest
|
3,382
|
3,941
|
7,323
|
7,323
|
|||||||||||||||||
|
Total stockholder's equity
|
11,663,703
|
1,292,462
|
12,956,165
|
(1,288,521
|
)
|
11,677,869
|
|||||||||||||||
|
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY
|
$
|
39,507,923
|
2,493,754
|
42,001,677
|
7,496,012
|
49,497,689
|
|||||||||||||||
Pro Forma Adjustments
| (1) |
To record the investment in ATCG this entry debits investments and credits the liabilities of consideration payable in cash and equity.
|
| (2) |
To eliminate the investment in ATCG by eliminating pre-acquisition profits and equity.
|
See notes attached to the proforma financial statements
Exhibit 99.2 -- Page 2
AMERI HOLDINGS, INC.
Unaudited Pro Forma Combined Statement of Operations
For the year ended December 31, 2016
|
Ameri
Holdings,
Inc.
|
ATCG
Technology
Solutions
Inc.
|
Combined
Historical
|
Pro Forma
Adjustments
|
Pro Forma
Combined
|
||||||||||||||
|
Revenue
|
$
|
36,145,589
|
5,968,330
|
42,113,919
|
42,113,919
|
|||||||||||||
|
Cost of revenue
|
29,608,932
|
4,443,335
|
34,052,267
|
34,052,267
|
||||||||||||||
|
Gross profit
|
||||||||||||||||||
|
Operating expenses:
|
||||||||||||||||||
|
Selling and marketing expenses
|
417,249
|
48,258
|
465,507
|
465,507
|
||||||||||||||
|
General and administration expenses
|
8,552,966
|
2,540,820
|
11,093,786
|
11,093,786
|
||||||||||||||
|
Acquisition related expenditure
|
1,585,136
|
1,585,136
|
1,585,136
|
|||||||||||||||
|
Depreciation and Amortization
|
1,361,169
|
8,386
|
1,369,555
|
1,369,555
|
||||||||||||||
|
11,916,520
|
2,598,150
|
14,514,670
|
14,514,670
|
|||||||||||||||
|
Income before other income / (expenses)
|
(5,379,863
|
)
|
(1,072,469
|
)
|
(6,452,332
|
)
|
(6,452,332
|
)
|
||||||||||
|
Net Interest expense
|
(751,704
|
)
|
(4,664
|
)
|
(755,738
|
)
|
(755,738
|
)
|
||||||||||
|
Other income (expense)
|
16,604
|
15,000
|
31,604
|
31,604
|
||||||||||||||
|
Changes due to estimate correction
|
(410,817
|
)
|
(410,817
|
)
|
(410,817
|
)
|
||||||||||||
|
Loss on sale of fixed assets
|
1,736
|
1,736
|
1,736
|
|||||||||||||||
|
Net income before income tax
|
(6,525,150
|
)
|
(1,060,397
|
)
|
(7,585,547
|
)
|
(7,585,547
|
)
|
||||||||||
|
Provision for income taxes
|
3,747,846
|
(687
|
)
|
3,747,159
|
3,747,159
|
|||||||||||||
|
Net Income (loss)
|
(2,777,304
|
)
|
(1,061,084
|
)
|
(3,841,859
|
)
|
(3,838,338
|
)
|
||||||||||
|
Unrealized foreign currency translation income
|
(7,426
|
)
|
(2,200
|
)
|
(9,626
|
)
|
(9,626
|
)
|
||||||||||
|
Non-controlling Interest
|
(3,382
|
)
|
5,112
|
1,730
|
1,730
|
|||||||||||||
|
Net and comprehensive income for the period
|
$
|
(2,788,112
|
)
|
(1,058,172
|
)
|
(3,846,284
|
)
|
(3,846,284
|
)
|
|||||||||
See notes attached to the proforma financial statements
Exhibit 99.2 -- Page 3
Note 1 — Basis of presentation
The unaudited pro forma condensed combined financial statements are based on Ameri Holdings, Inc. (the "Company") and ATCG Technology Solutions Inc. ("ATCG”) historical consolidated financial statements as adjusted to give effect to the acquisition of ATCG by the Company. The unaudited pro forma combined statements of operations for the year ended December 31, 2016 give effect to the ATCG acquisition as if it had occurred on December 31, 2016.
Note 2 — Preliminary purchase price allocation
On March 10, 2017, the Company acquired ATCG for total consideration of approximately $8.75 million. The unaudited pro forma condensed combined financial information includes various assumptions, including those related to the preliminary purchase price allocation of the assets acquired and liabilities assumed of ATCG based on management's best estimates of fair value. The final purchase price allocation may vary based on final appraisals, valuations and analyses of the fair value of the acquired assets and assumed liabilities. Accordingly, the pro forma adjustments are preliminary and have been made solely for illustrative purposes.
The following table shows the preliminary allocation of the purchase price for ATCG as December 31, 2016 to the acquired identifiable assets, liabilities assumed and pro forma goodwill:
|
December 31,
2016
|
||||
|
Total purchase price
|
$
|
8,784,533
|
||
|
Cash and cash equivalents
|
163,548
|
|||
|
Accounts receivable
|
787,812
|
|||
|
Deposit and other expense
|
487,852
|
|||
|
Tangible Assets
|
27,752
|
|||
|
Intangible Asset
|
1,027,500
|
|||
|
Other - Customer Lists
|
3,750,000
|
|||
|
Total identifiable assets
|
6,244,464
|
|||
|
Accounts payable and accrued expenses
|
1,205,943
|
|||
|
Taxes Payable
|
-
|
|||
|
Other payable
|
-
|
|||
|
Total liabilities assumed
|
1,205,943
|
|||
|
Net assets acquired
|
5,038,251
|
|||
|
Total pro forma goodwill
|
$
|
3,746,012
|
||
Note 3 — Pro forma adjustments
The pro forma adjustments are based on our preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial information:
Adjustments to the pro forma condensed combined balance sheet:
(1) Reflect the investment in a subsidiary and the payment of the purchase price; and
(2) Reflect the preliminary estimate of goodwill, which represents the excess of the purchase price over the fair value of ATCG identifiable assets acquired and liabilities assumed as shown in Note 2.
Exhibit 99.2 -- Page 4