| Note 13 - PRO FORMA FINANCIAL STATEMENTS |
On January 3, 2020, the Company purchased the assets of Computer Plumber, LLC, doing business as TrinIT (TrinIT), an IT service company located in the Charlotte, North Carolina area to complement our technology line up in exchange for; (i) 730,000 shares of Common Stock of the Company, (ii) $400,000 in cash, and (iii) the assumption of certain specified liabilities. The following unaudited pro forma condensed combined financial statements are based on our historical audited consolidated financial statements and TrinITs historical unaudited financial statements as adjusted to give effect to the January 3, 2020 acquisition by the Company of TrinIT. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2019 give effect to the acquisition of TrinIT as if it had occurred on January 1, 2019. The unaudited pro form condensed balance sheet as of December 31, 2019 gives effect to the acquisition of TrinIT as if it had occurred on December 31, 2019. The pro forma combined financial statements do not necessarily reflect what the combined companies financial condition or results of operations would have been had the acquisition occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the combined companies. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. | UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
|
| AS OF DECEMBER 31, 2019
|
| (All amounts rounded to the nearest thousand except share amounts)
|
| | | | | | | | | | | | | | |
|
| iCoreConnect
| |
| TrinIT*
| |
| Pro Forma Adjustments
| |
| Notes
|
| Pro Forma Combined
|
|
| ASSETS
| | | | | | | | | | | | | |
|
| Cash and cash equivalents
|
| $
| 445,000
| |
| $
| 15,000
| |
| $
| (400,000
| )
| | |
| $
| 60,000
|
|
| Accounts receivable, net
| |
| 101,000
| | |
| -
| | |
| -
| | | | |
| 101,000
|
|
| Prepaid expenses
| |
| 8,000
| | |
| -
| | |
| -
| | | | |
| 8,000
|
|
| Total current assets
| |
| 554,000
| | |
| 15,000
| | |
| (400,000
| )
| | | |
| 169,000
| |
| | | | | | | | | | | | | | | | | |
|
| Property and equipment, net
| |
| 6,000
| | |
| 3,000
| | |
| -
| | | | |
| 9,000
|
|
| Right of use lease asset - operating
| |
| 53,000
| | |
| -
| | |
| -
| | | | |
| 53,000
|
|
| Software development costs, net
| |
| 625,000
| | |
| -
| | |
| -
| | | | |
| 625,000
|
|
| Acquired technology, net
| |
| 891,000
| | |
| -
| | |
| -
| | | | |
| 891,000
|
|
| Goodwill and intangible assets, net
| |
| 393,000
| | | | | | |
| 583,000
| |
| (a)
| |
| 976,000
|
|
| Total long-term assets
| |
| 1,968,000
| | |
| 3,000
| | |
| 583,000
| | | | |
| 2,554,000
| |
| | | | | | | | | | | | | | | | | |
|
| TOTAL ASSETS
|
| $
| 2,522,000
| |
| $
| 18,000
| |
| $
| 183,000
| | | |
| $
| 2,723,000
| |
| | | | | | | | | | | | | | | | | |
|
| LIABILITIES AND STOCKHOLDERS' DEFICIT
| | | | | | | | | | | | | | | | | |
|
| Accounts payable and accrued expenses
|
| $
| 1,001,000
| | |
| -
| | |
| -
| | | |
| $
| 1,001,000
|
|
| Operating lease liability, current portion
| |
| 55,000
| | |
| -
| | |
| -
| | | | |
| 55,000
|
|
| Current maturities of long-term debt
| |
| 880,000
| | |
| -
| | |
| -
| | | | |
| 880,000
|
|
| Total current liabilities
| |
| 1,936,000
| | |
| -
| | |
| -
| | | | |
| 1,936,000
|
|
| Long-term debt
| |
| 121,000
| | |
| -
| | |
| -
| | | | |
| 121,000
|
|
| TOTAL LIABILITIES
| |
| 2,057,000
| | |
| -
| | |
| -
| | | | |
| 2,057,000
| |
| | | | | | | | | | | | | | | | | |
|
| TOTAL STOCKHOLDERS' EQUITY
| |
| 465,000
| | |
| 18,000
| | |
| 183,000
| | | | |
| 666,000
| |
| | | | | | | | | | | | | | | | | |
|
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
| $
| 2,522,000
| |
| $
| 18,000
| |
| $
| 183,000
| | | |
| $
| 2,723,000
| |
| | | | | | | | | | | | | | | | | |
|
| See accompanying note to the Unaudited Pro Forma Condensed Combined Financial Information
|
| * - The financial statements of TrinIT as of and for the year ended December 31, 2019 are unaudited and have been compiled by management.
|
| UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
|
| YEAR ENDED DECEMBER 31, 2019
|
| (All amounts rounded to the nearest thousand except share amounts)
|
|
|
| iCoreConnect
| |
| TrinIT*
| |
| Pro Forma Adjustments
| |
| Pro Forma Combined
|
|
| Revenue
|
| $
| 1,014,000
| |
| $
| 983,000
| | |
| -
| |
| $
| 1,997,000
|
|
| Cost of sales
| |
| 305,000
| | |
| 371,000
| | |
| -
| | |
| 676,000
|
|
| Gross profit
| |
| 709,000
| | |
| 612,000
| | |
| -
| | |
| 1,321,000
| |
| | | | | | | | | | | | | | | |
|
| Expenses
| | | | | | | | | | | | | | | |
|
| Selling, general and administrative
| |
| 3,434,000
| | |
| 299,000
| | |
| -
| | |
| 3,733,000
|
|
| Depreciation and amortization
| |
| 655,000
| | |
| -
| | |
| -
| | |
| 655,000
|
|
| Total operating expenses
| |
| 4,089,000
| | |
| 299,000
| | |
| -
| | |
| 4,388,000
|
|
| Income (Loss) from operations
| |
| (3,380,000
| )
| |
| 313,000
| | |
| -
| | |
| (3,067,000
| )
|
| | | | | | | | | | | | | | | |
|
| Other income (expense)
| | | | | | | | | | | | | | | |
|
| Interest expense
| |
| (236,000
| )
| |
| -
| | |
| -
| | |
| (236,000
| )
|
| Other (expense) income
| |
| (64,000
| )
| |
| (30,000
| )
| |
| -
| | |
| (94,000
| )
|
| Gain on cancellation of liabilities
| |
| 697,000
| | |
| -
| | |
| -
| | |
| 697,000
|
|
| Total other income (expense)
| |
| 397,000
| | |
| (30,000
| )
| |
| -
| | |
| 367,000
| |
| | | | | | | | | | | | | | | |
|
| Net income (loss)
|
| $
| (2,983,000
| )
|
| $
| 283,000
| | |
| -
| |
| $
| (2,700,000
| )
|
| | | | | | | | | | | | | | | |
|
| Net loss per share available to common stockholders, basic and diluted
|
| $
| (0.05
| )
| | | | | | | | |
| $
| (0.05
| )
|
| | | | | | | | | | | | | | | |
|
| Weighted average number of shares, basic and diluted
|
| $
| 58,546,699
| | | | | | | | | |
| $
| 59,276,699
| |
| | | | | | | | | | | | | | | |
|
| See accompanying note to the Unaudited Pro Forma Condensed Combined Financial Information
|
| * - The financial statements of TrinIT as of and for the year ended December 31, 2019 are unaudited and have been compiled by management.
|
Note Pro forma adjustments (a) Since all information required to perform a detailed valuation analysis of TrinITs intangible assets could not be obtained as of the date of this filing, these pro forma adjustments are provisional in nature and subject to change in the near-term.
|