Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - LIQTECH INTERNATIONAL INC | liqt20170522_8k.htm |
Exhibit 99.1
LIQTECH INTERNATIONAL, INC. AND SUBSIDIARIES
PROFORMA FINANCIAL STATEMENTS
The following unaudited proforma condensed consolidated balance sheet gives effect to the private placement of 6,300,000 common shares on the balance sheet of LIQTECH INTERNATIONAL, INC. as of March 31, 2017, accounting for the transaction using the assumptions described in the following notes, giving effect to the transaction, as if the transaction had occurred as of March 31, 2017. The transaction was completed on May 12, 2017.
The proforma condensed consolidated financial statements should be read in conjunction with the separate consolidated financial statements and related notes thereto of LIQTECH INTERNATIONAL, INC.
LIQTECH INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED PROFORMA CONDENSED COMBINED BALANCE SHEET
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As of |
Proforma |
Proforma As of |
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March, 31 |
Adjustment |
March 31, |
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2017 |
2017 |
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Unaudited |
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Current Assets: |
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Cash |
$ | 515,467 | $ | 1,575,000 | $ | 2,090,467 | ||||||
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Accounts receivable, net |
1,269,240 | 1,269,240 | ||||||||||
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Other receivables |
310,384 | 310,384 | ||||||||||
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Cost in excess of billing |
615,313 | 615,313 | ||||||||||
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Inventories |
5,223,700 | 5,223,700 | ||||||||||
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Prepaid expenses |
122,981 | 122,981 | ||||||||||
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Total Current Assets |
8,057,085 | 1,575,000 | 9,632,085 | |||||||||
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Property and Equipment, net accumulated depreciation |
2,482,797 | 2,482,797 | ||||||||||
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Other Assets: |
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Investments at costs |
5,354 | 5,354 | ||||||||||
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Other intangible assets |
4,775 | 4,775 | ||||||||||
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Deposits |
264,119 | 264,119 | ||||||||||
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Total Other Assets |
274,248 | 274,248 | ||||||||||
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Total Assets |
$ | 10,814,130 | $ | 1,575,000 | $ | 12,389,130 | ||||||
See Notes To Unaudited Proforma Condensed Combined Financial Statements.
LIQTECH INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED PROFORMA CONDENSED COMBINED BALANCE SHEET
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As of |
Proforma |
Proforma As of |
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|
March, 31 |
Adjustment |
March 31, |
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2017 |
2017 |
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Current Liabilities: |
Unaudited |
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Current portion of notes payable |
$ | 14,244 | $ | 14,244 | ||||||||
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Current portion of capital lease obligations |
91,405 | 91,405 | ||||||||||
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Accounts payable |
2,489,643 | 2,489,643 | ||||||||||
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Accrued expenses |
2,526,506 | 2,526,506 | ||||||||||
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Billing in excess of cost |
47,145 | 47,145 | ||||||||||
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Accrued income taxes payable |
580 | 580 | ||||||||||
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Deferred revenue / customers deposits |
142,940 | 142,940 | ||||||||||
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Total Current Liabilities |
5,312,463 | 5,312,463 | ||||||||||
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Long-term notes payable, less current portion |
36,821 | 36,821 | ||||||||||
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Long-term capital lease obligations, less current portion |
20,993 | 20,993 | ||||||||||
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Total Long-Term Liabilities |
57,814 | 57,814 | ||||||||||
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Total Liabilities |
5,370,277 | 5,370,277 | ||||||||||
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Commitment and Contingencies |
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Stockholders' Equity: |
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Common stock; par value $0.001, 100,000,000 shares authorized 36,929,264 shares issued and outstanding at March 31, 2017 and 43,229,264 shares issued and outstanding after the private placement offering on May 12, 2017. |
36,929 | 6,300 | 43,229 | |||||||||
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Additional paid-in capital |
36,144,024 | 1,568,700 | 37,712,724 | |||||||||
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Accumulated deficit |
(24,844,613 |
) |
(24,844,613 | ) | ||||||||
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Deferred compensation |
(112,383 |
) |
(112,383 | ) | ||||||||
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Other comprehensive income, net |
(5,780,104 |
) |
(5,780,104 | ) | ||||||||
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Total Stockholders' Equity |
5,443,853 | $ | 1,575,000 | 7,018,853 | ||||||||
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Total Liabilities and Stockholders' Equity |
$ | 10,814,130 | $ | 1,575,000 | $ | 12,389,130 | ||||||
See Notes To Unaudited Proforma Condensed Combined Financial Statements.
LIQTECH INTERNATIONAL, INC. AND
PROVITAL SOLUTIONS A/S
NOTES TO UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS
NOTE 1 – LIQTECH INTERNATIONAL, INC. AND SUBSIDIARIES
The terms "Company", “us", "we" and "our" as used in this report refer to LiqTech International, Inc., a Nevada corporation organized in July 2004, (“Parent”) and its subsidiaries . The Company engages in the development, design, production, marketing and sale of liquid filters, diesel particulate air filters and kiln furniture in United States, Canada, Europe, Asia and South America.
NOTE 2 – FUNCTIONAL CURRENCY
The functional currency of LIQTECH INTERNATIONAL, Inc. is the U.S. Dollar. The Company’s reporting currency is U.S. Dollar for the purpose of these unaudited proforma financial statements. The foreign subsidiaries balance sheet accounts are translated into U.S. dollars at the period-end exchange rates and all revenue and expenses are translated into U.S. dollars at the average exchange rates prevailing during the periods. Translation gains and losses are deferred and accumulated as a component of other comprehensive income in stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are included in the statement of operations as incurred.
NOTE 3 PROFORMA ADJUSTMENTS / PRIVATE PLACEMENT OFFERING
On May 12, 2017, the Parent completed a private placement of 6,300,000 shares of its common stock at a per share price of $0.25 for aggregate proceeds to Parent of $1,575,000. Immediately prior to the closing of the private placement, Parent had 36,929,264 of its common stock issued and outstanding, and after the issuance of the 6,300,000 shares of common stock in the private placement, or 17.1% of the total shares of common stock issued and outstanding immediately prior to the closing of the private placement, Parent has 43,229,264 shares issued and outstanding as of the date of this Report. The private placement was completed pursuant to Rule 506 of Regulation D and/or Regulation S of the Securities Act. In connection with the private placement, each investor executed a subscription agreement, which contains customary representations and warranties of Parent and of each investor. The private placement was made directly by Parent and no underwriter or placement agent was engaged by Parent.