Applied UV, Inc.

Unaudited Pro Forma Condensed Combined Financial Information

 

 

 

On February 8, 2021 (“Closing Date”), Applied UV, Inc. and its wholly owned subsidiary SteriLumen, Inc. (“Applied” or the “Company”) completed an Asset Purchase Agreement (“the Purchase Agreement”) with Akida Holdings LLC (“Akida”) and its members, Simba Partners, LLC, JJH Holdings, LLC and Fakhruddin Holdings FZC (collectively, the “Sellers”), pursuant to which Applied purchased the Sellers’ air filtration business known as AiroCide^TM by acquiring certain assets and liabilities of Akida (the “Transaction”).

 

Under the terms of the Purchase Agreement, Applied issued $901,275 and 1,375,000 common shares of Applied UV, Inc. as consideration for the Transaction. The following unaudited pro forma condensed combined balance sheet of the Company as of September 30, 2020 and the unaudited pro forma condensed combined statements of operations of the Company for the year ended December 31, 2019 and for the nine months ended September 30, 2020 are based on the historical consolidated financial statements of the Company and Akida using the acquisition method of accounting.

 

The transaction accounting adjustments for the acquisition consist of those necessary to account for the acquisition. The unaudited pro forma condensed combined balance sheet as of September 30, 2020 gives effect to the Purchase Agreement as if it had occurred on September 30, 2020 and includes all adjustments necessary to reflect the application of the acquisition accounting to the transaction. The unaudited pro forma condensed combined statements for the year ended December 31, 2019 and the nine months ended September 30, 2020 give effect to the acquisition as if it had occurred on January 1, 2019 and include all adjustments necessary to reflect the accounting for the transaction.

 

The unaudited pro forma condensed combined financial statements are presented for information purposes only, in accordance with Article 11 of Regulation S-X and are not intended to represent or to be indicative of the income or financial position that the Company would have reported had the acquisition been completed as of the dates set forth in the unaudited pro forma condensed combined financial statements due to various factors. The unaudited pro forma condensed combined balance sheet does not purport to represent the future financial position of the Company and the unaudited pro forma condensed combined statements of operations do not purport to represent the future results of operations of the Company. Given the comparable fiscal periods differ by less than 93 days, as permitted by Regulation S-X, the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 combines Akida’s condensed statement of operations for the year ended September 30, 2019 with the consolidated statement of operations of the Company for the year ended December 31, 2019.

 

The unaudited pro forma condensed combined financial statements reflect management’ preliminary estimates of fair value of purchase consideration and the fair values of tangible and intangible assets acquired and liabilities assumed in the acquisition, with the remaining estimated purchase consideration recorded as goodwill. Independent valuation specialists have conducted an analysis to assist management of the Company in determining the fair value of the assets acquired and liabilities assumed. The Company’s management is responsible for these third-party valuations. Since these unaudited pro forma condensed combined financial statements have been prepared based on preliminary estimates of the fair value of purchase consideration and fair values of assets acquired and liabilities assumed, the actual amounts to be reported in future filings may differ materially from the amounts used in the pro forma condensed combined financial statements.

 

 

Applied UV, Inc.

Unaudited Pro Forma Condensed Combined Financial Information

 

 

 

These unaudited pro forma condensed financial statements should be read in conjunction with the following:

 

•

The accompanying notes to the unaudited pro forma condensed combined financial statements;

•

The Company’s historical audited consolidated financial statements and notes thereto contained in the Form S-1/A filed by the Company filed by the Company on August 26, 2020 and declared effective by the Securities and Exchange Commission on August 28, 2020;

•

The Company’s restated December 31, 2019 audited consolidated financial statements and notes thereto contained in the Form 10-K filed by the Company on March 30, 2021;

•

The Company’s historical unaudited condensed consolidated financial statements and notes thereto contained in the Company’s Quarterly Report on Form 10-Q as of and for the nine months ended September 30, 2020, as restated in the Company’s Form 10-K for the year ended December 31, 2020 filed by the Company on March 30, 2021;

•

The Current Report on Form 8-K of the Company to which these unaudited pro forma condensed combined financial statements are attached as an exhibit;

•

Akida’s audited consolidated financial statements and notes thereto for the years ended September 30, 2020 and 2019, included in Exhibit 99.1 to the Current Report on Form 8-K.

 

 

 

Applied UV, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of September 30, 2020

 

		Applied Historical				Akida Historical				Transaction Adjustments				Notes				Pro Forma Combined
Assets
Current Assets:
Cash		$	5,897,441			$	114,057			$	(901,275	)			A			$	5,110,223
Vendor deposit			146,278				141,135				—								287,413
Accounts receivable, net of allowances			734,086				115,431				—								849,517
Inventory			189,755				252,025				—								441,780
Prepaid expenses and other current assets			44,000				9,392				—								53,392
Total current assets			7,011,560				632,040				(901,275	)							6,742,325
Machinery and equipment, net			120,536				158,500				—								279,036
Right of use asset			515,324				—				—								515,324
Other assets			114,458				—				—								114,458
Goodwill			—				—				2,674,806				D				2,674,806
Intangible assets			—				—				5,163,000				E				5,163,000
Total assets		$	7,761,878			$	790,540			$	6,936,531							$	15,488,949
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued expenses		$	513,156			$	502,920			$	233,000				F			$	1,249,076
Income tax payable			106,861				—				—								106,861
Capital lease obligations			6,380				—				—								6,380
Lease liability			138,173				—				—								138,173
Payroll protection plan loan			69,297				22,366				(22,366	)			B				69,297
Note payable			30,000								—								30,000
Line of credit-related party			—				391,086				(391,086	)			B				—
Deferred revenue			746,936				101,651				—								848,587
Total Current Liabilities			1,610,803				1,018,023				(180,452	)							2,448,374
Long-term Liabilities
Capital lease obligations			10,881				—				—								10,881
Note payable			90,000				—				—								90,000
Lease liability			377,151				—				—								377,151
Payroll protection plan loan			227,530				14,466				(14,466	)			B				227,530
Total Liabilities			2,316,365				1,032,489				(194,918	)							3,153,936
Stockholders’ Equity/Members’ Deficit
Common stock			633				—				138				A				771
Series A preferred stock			1				—				—								1
Additional paid-in capital			5,270,288				—				7,122,362				A				12,392,650
Members’ Deficit			—				(616,949	)			616,949				C				—
Series A, preferred units			—				375,000				(375,000	)			C				—
Retained earnings			174,591				—				(233,000	)			F				(58,409	)
Total Stockholders’ Equity/Members’ Deficit			5,445,513				(241,949	)			7,131,449								12,335,013
Total Liabilities and Stockholders’ Equity/Members’ Deficit		$	7,761,878			$	790,540			$	6,936,531							$	15,488,949

 

 

Applied UV, Inc.

Unaudited Pro Forma Condensed Combined Statements of Operations

For the Year Ended December 31, 2019

 

		Applied Historical				Akida Historical				Transaction Accounting Adjustments				Notes				Pro Forma Combined
Net Sales		$	9,095,150			$	4,534,266			$	—							$	13,629,416
Cost of Goods Sold			6,009,730				3,728,464				—								9,738,194
Gross Profit			3,085,420				805,802				—								3,891,222
Selling, General and Administrative expenses			1,916,386				1,026,887				539,400				AA				3,482,673
Operating Income (Loss)			1,169,034				(221,085	)			(539,400	)							408,549
Other Income (Expense)
Gain on settlement			1,520,399				—				—								1,520,399
Interest expense			(15,736	)			—				—								(15,736	)
Total Other Income			1,504,663				—				—								1,504,663
Income (Loss) Before Provision of Income Taxes			2,673,697				(221,085	)			(539,400	)							1,913,212
Provision for Income Taxes			106,861				—				—								106,861
Net Income (Loss)		$	2,566,836			$	(221,085	)		$	(539,400	)						$	1,806,351
Basic and Diluted Earnings Per Common Share		$	0.51																0.28
Weighted-average number of shares used in computing net income per share			5,001,252								1,375,000				BB				6,376,252

 

 

Applied UV, Inc.

Unaudited Pro Forma Condensed Combined Statements of Operations

For the Nine Months Ended September 30, 2020

 

		Applied Historical				Akida Historical				Transaction Accounting Adjustments				Notes				Pro Forma Combined
Net Sales		$	4,727,631			$	3,931,988			$	—							$	8,659,619
Cost of Goods Sold			3,825,037				2,426,556				—								6,251,593
Gross Profit			902,594				1,505,432				—								2,408,026
Operating Expenses
Selling, general and administrative expenses			1,443,276				715,624				404,550				CC				2,563,450
Stock based compensation			381,314				—				—								381,314
Research and development			65,037				50,446				—								115,483
Total Operating Expenses			1,889,627				766,070				404,550								3,060,247
Operating Income (Loss)			(987,033	)			739,362				(404,550	)							(652,221	)
Other Income (Expense)
Other income			11,905				—												11,905
Total Other Income			11,905				—												11,905
Income (Loss) Before Provision of Income Taxes			(975,128	)			739,362				(404,550	)							(640,316	)
Provision for Income Taxes			—				—				—								—
Net Loss		$	(975,128	)		$	739,362			$	(404,550	)						$	(640,316	)
Basic and Diluted Earnings Per Common Share			(0.18	)															(0.09	)
Weighted-average number of shares used in computing net income per share			5,372,634								1,375,000				DD				6,747,634

 

 

 

Applied UV, Inc.

Notes to Unaudited Pro Forma Condensed Combined Financial Information

 

Note 1. Basis of Pro Forma Presentation

 

The Pro Forma Combined Financial Information has been prepared assuming the Transaction is accounted for using the acquisition method of accounting with Applied as the acquiring entity and Akida as the acquiree. Under the acquisition method of accounting, Applied’s assets and liabilities will retain their carrying amounts while the assets acquired, and liabilities assumed of Akida will be recorded at their fair values measured as of the acquisition date. The excess of the purchase price over the estimated fair values of net assets acquired will be recorded as goodwill. The transaction accounting adjustments have been prepared as if the Transaction had taken place on September 30, 2020 in the case of the Condensed Combined Balance Sheet, and on January 1, 2019 in the case of the Combined Condensed Statements of Operations for the year ended December 31, 2019 and the nine months ended September 30, 2020.

 

The transaction accounting adjustments represent management’s estimates based on information available as of the date of this filing and are subject to change as additional information becomes available and additional analyses are performed. The Pro Forma Condensed Combined Financial Information does not reflect possible adjustments related to restructuring or integration activities that have yet to be determined.

 

The accounting policies used in the preparation of the Pro Forma Condensed Combined Financial Information are those set out in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2019. The Company performed a preliminary review of Akida’s accounting policies to determine whether any adjustments were necessary to ensure comparability in the Pro Forma Condensed Combined Financial Information. At this time, the Applied is not aware of any other differences that would have a material effect on the Pro Forma Condensed Combined Financial Information, including any differences in the timing of adoption of new accounting standards. However, Applied will continue to perform its detailed review of Akida’s accounting policies and, upon completion of that review, differences may be identified between accounting policies of the two companies that, when conformed, could have a material impact on Pro Forma Condensed Combined Financial Information.

 

Note 2. Preliminary Purchase Consideration

 

The total estimated preliminary purchase considerations as of February 8, 2021 is as follows:

 

Fair value of share consideration		$	7,122,500
Cash consideration			901,275
Total estimated consideration		$	8,023,775

 

 

Applied UV, Inc.

Notes to Unaudited Pro Forma Condensed Combined Financial Information

 

 

 

Note 3. Preliminary Estimated Purchase Price Allocation

 

The following table sets forth a preliminary allocation of the estimated purchase consideration to the identifiable tangible and intangible assets acquired and liabilities assumed of Akida based on Akida’s September 30, 2020 balance sheet, with the excess recorded as goodwill.

 

Consideration paid		$	8,023,775
Current assets		$	632,040
Machinery and equipment			158,500
Intangible assets			5,163,000
Assumed liabilities			(604,571	)
Total net assets acquired			5,348,969
Goodwill		$	2,674,806

 

Note 4. Transaction Adjustments

 

Transaction adjustments are necessary to reflect the acquisition consideration exchanged and to adjust amounts related to adjust amounts related to the tangible and intangible assets and liabilities of Akida to a preliminary estimate of their fair values, and to reflect the impact on the statements of operations as if the Transaction had occurred during those periods.

 

Balance Sheet Adjustments

 

A

Reflects cash of $901,275 paid and the issuance of 1,375,000 common shares issued for the acquisition.

B

Reflects the elimination of Akida liabilities not assumed by Applied.

C

Reflects the elimination of Akida members’ deficit.

D

Reflects the preliminary fair value adjustment related to in intangible assets and goodwill acquired.

E

Reflects the pro forma adjustments to intangible assets to reflect the fair value of identifiable intangible assets, as follows:

											Amortization Expense
			Estimated Fair Value				Estimated Useful Life				Year Ended December 31, 2019				Nine Months Ended September, 2020
Trade names		$	1,156,000				10.0			$	115,600			$	86,700
Customer relationships			539,000				7.0				77,000				57,750
Technology and know-how			3,468,000				10.0				346,800				260,100
Total		$	5,163,000							$	539,400			$	404,550

 

F

Reflects the accrual of transaction and other acquisition related costs that had been incurred through the closing date but not recorded in the historical financial statements.

 

 

Applied UV, Inc.

Notes to Unaudited Pro Forma Condensed Combined Financial Information

 

Statement of Operations for the Year Ended December 31, 2019 Adjustment

 

AA

Reflects amortization expensed based on preliminary fair value estimates for acquired intangible assets.

 

BB

Reflects the issuance of 1,375,000 common shares as stock consideration for the acquisition.

 

Statement of Operations for the Nine Months Ended September 30, 2020 Adjustment

 

CC

Reflects amortization expensed based on preliminary fair value estimates for acquired intangible assets.

 

DD

Reflects the issuance of 1,375,000 common shares as stock consideration for the acquisition.