Attached files
| file | filename |
|---|---|
| EX-99.1 - AUDITED FINANCIAL STATEMENTS OF THE HOME INTEGRATOR HOLDINGS, LLC - RC-1, Inc. | rc1_ex9901.htm |
| 8-K/A - FORM 8-K AMENDMENT 1 - RC-1, Inc. | rc1_8ka.htm |
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated financial statements give effect to the reverse acquisition transaction (the "Reverse Acquisition") between RC-1, Inc. ("RC-1") and The Home Integrators Holdings, LLC, ("HIH"). In the Reverse Acquisition, RC-1 issued 90,000,000 shares of its common stock to the unit holders of HIH in exchange for all of the issued and outstanding Class A units of HIH, which resulted in HIH becoming a wholly owned subsidiary of RC-1. As owners and management of HIH have voting and operating control of RC-1 following the Reverse Acquisition, the transaction is accounted for as a reverse acquisition.
The unaudited pro forma consolidated financial statements presented below are prepared by applying the acquisition method of accounting to a business combination that is a reverse acquisition. Pro forma adjustments which give effect to certain transactions occurring as a direct result of the Reverse Acquisition are described in the accompanying unaudited notes presented on the following pages. The accompanying unaudited pro forma consolidated statement of operations for the year ended December 31, 2020, present the combined results of operations as if the Reverse Acquisition had occurred on January 1, 2020. The unaudited pro forma consolidated balance sheet at December 31, 2020 is prepared assuming the Reverse Acquisition occurred on December 31, 2020.
These unaudited pro forma consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been realized had RC-1 and HIH been a combined company during the specified periods. The unaudited pro forma consolidated financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, HIH's audited financial statements for the period since inception (January 27, 2020) ended December 31, 2020, and RC-1's audited financial statements for the year ended December 31, 2020, as included in its Annual Report on Form 10K for the year ended December 31, 2020.
| 1 |
Unaudited Pro Forma Condensed Consolidated Statement of Operations
for the Year Ended December 31, 2020
| RC-1 Inc | The Home Integrators Holdings, LLC | Pro Forma Adjustments | Note | Pro Forma Condensed Consolidated | ||||||||||||||||
| Revenues | $ | 130,635 | $ | 372,751 | – | $ | 503,386 | |||||||||||||
| Cost of Sales | – | 228,831 | – | 228,831 | ||||||||||||||||
| Income from operations | 130,635 | 143,920 | – | 274,555 | ||||||||||||||||
| Other Expense | ||||||||||||||||||||
| Operating expenses | 138,662 | 311,420 | 450,082 | |||||||||||||||||
| Interest and other expense | 7,274 | 1,520 | – | 8,794 | ||||||||||||||||
| Total other expense | 145,936 | 312,940 | – | 458,876 | ||||||||||||||||
| Loss before income taxes | (15,301 | ) | (169,020 | ) | – | (184,321 | ) | |||||||||||||
| Provision for income taxes | – | – | – | – | ||||||||||||||||
| Net Loss | $ | (15,301 | ) | $ | (169,020 | ) | – | $ | (184,321 | ) | ||||||||||
| Basic and diluted net loss per share | $ | 0.00 | $ | 0.00 | ||||||||||||||||
| Weighted average shares/units outstanding | 13,929,5811 | 92,789,474 | ||||||||||||||||||
| 2 |
Unaudited Pro Forma Consolidated Condensed Balance Sheet at December 31, 2020
| Assets | RC-1 Inc | The Home Integrators Holdings, LLC | Pro Forma Adjustments | Note | Pro Forma Condensed Consolidated | ||||||||||||||
| Current Assets | $ | 55,075 | $ | 60,320 | (55,075 | ) | C) | $ | 60,320 | ||||||||||
| Other Assets | 4,954 | 31,114 | (4,954 | ) | C) | 31,114 | |||||||||||||
| Goodwill | – | – | 2,856,768 | A) | |||||||||||||||
| – | – | (2,856,768 | ) | C) | – | ||||||||||||||
| Total Assets | $ | 60,029 | $ | 91,434 | $ | (60,029 | ) | $ | 91,434 | ||||||||||
| Liabilities | |||||||||||||||||||
| Accounts Payable & Other Current Liabilities | $ | 286,197 | $ | 130,467 | $ | (286,197 | ) | C) | $ | 130,467 | |||||||||
| Loans Payable | 130,600 | 100,768 | (130,600 | ) | C) | 100,768 | |||||||||||||
| Loans Payable noncurrent | – | 20,861 | – | 20,861 | |||||||||||||||
| Total Liabilities | 416,797 | 252,096 | (416,797 | ) | 252,096 | ||||||||||||||
| Equity | |||||||||||||||||||
| Preferred Stock, par value | – | – | 10,000 | A) | 10,000 | ||||||||||||||
| Common Stock , par value | 13,930 | – | 82,789 | A) | |||||||||||||||
| (3,930 | ) | B) | 92,789 | ||||||||||||||||
| Common stock issuable | 90,000 | (90,000 | ) | B) | – | ||||||||||||||
| Class A member units | – | 25 | (25 | ) | A) | – | |||||||||||||
| Class I member units | – | 8,333 | 8,333 | ||||||||||||||||
| Additional paid in capital | 2,895,024 | – | (82,764 | ) | A) | ||||||||||||||
| 93,930 | B) | ||||||||||||||||||
| (10,000 | ) | A) | |||||||||||||||||
| (2,998,954 | ) | C) | (102,764 | ) | |||||||||||||||
| Accumulated deficit | (3,355,722 | ) | (169,020 | ) | 3,355,722 | B) | (169,020 | ) | |||||||||||
| Total Equity | (356,768 | ) | (160,662 | ) | 346,768 | (160,662 | ) | ||||||||||||
| Total Liabilities & Equity | $ | 60,029 | $ | 91,434 | $ | (70,029 | ) | $ | 91,434 | ||||||||||
| 3 |
Notes to the Unaudited Pro-Forma Consolidated Condensed Financial Statements
1. Pro Forma Adjustments for the year ended December 31, 2020
None
2. Pro Forma Adjustments at December 31, 2020
The following adjustments were recorded to present the unaudited pro forma consolidated condensed balance sheet as at December 31, 2020, as though the Reverse Acquisition occurred on January 1, 2020:
A) To record the issuance of 82,789,474 shares of common stock pursuant to the Merger Agreement, and related allocation of purchase price to the net assets acquired in the reverse merger.
B) To record the cancellation of 3,929,581 shares of common stock and cancellation of common stock issuable.
C) To record the spin-off of the RC-1 legacy assets and liabilities.
| 4 |