AMMO, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION
INTRODUCTION
On April 30, 2021 (the “Effective Date”), Ammo, Inc. (“AMMO” or the “Company”), entered into an agreement and plan of merger (the “Merger Agreement”), by and among the Company, SpeedLight Group I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Sub”), Gemini Direct Investments, LLC, a Nevada limited liability company (“Gemini”), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, an individual (the “Seller”), whereby Sub merged with and into Gemini, with Sub surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). Capitalized terms not defined in this unaudited pro forma condensed combined financial information have the meaning assigned to them in the Merger Agreement, which is attached to this Form 8-K/A as an exhibit. At the time of the Merger, Gemini had nine (9) subsidiaries, all of which are related to Gemini’s ownership of the ▇▇▇▇▇▇▇▇▇.▇▇▇ business. ▇▇▇▇▇▇▇▇▇.▇▇▇ is a large on-line auction marketplace dedicated to firearms, hunting, shooting, and related products. The Merger was completed on the Effective Date.
In consideration of the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, on the Effective Date, (i) the Company assumed an aggregate amount of indebtedness of Gemini and its subsidiaries equal to $50,000,000 (the “Assumed Indebtedness”); and, (ii) the issued and outstanding membership interests in Gemini (the “Membership Interests”), held by the Seller, automatically converted into the right to receive (A) $50,000,000 (the “Cash Consideration”), and (B) 20,000,000 shares of common stock of the Company, $0.001 par value per share (the “Stock Consideration”).
In connection with the Merger Agreement, the Company and the Seller agreed that the Stock Consideration consisted of: (a) 14,500,000 shares issued without being held in escrow or requiring prior stockholder approval; (b) 4,000,000 shares issued subject to the Pledge and Escrow Agreement (as defined and described below); and (c) 1,500,000 shares that will not be issued prior to the Company obtaining stockholder approval for the issuance (the “Additional Securities”).
Pledge and Escrow Agreement
On the Effective Date, in connection with the Merger Agreement, the Company and the Seller entered into a Pledge and Escrow Agreement (the “Pledge and Escrow Agreement”). In order to secure the fulfilment of the obligations of the Seller set forth in the Merger Agreement relating to certain indemnification obligations provided by him to the Company, the Seller has agreed to irrevocably pledge and grant to the Company a continuing lien and security interest in and to 4,000,000 shares of the Stock Consideration (the “Pledged Securities”). The Seller will retain his voting rights with regard to the Pledged Securities.
The following unaudited pro forma condensed combined financial information is based on the historical financial statements of the Company and the historical financial statements of Gemini.
The Company’s fiscal year ends on March 31st and Gemini’s fiscal year ends on December 31st.
The unaudited pro forma condensed combined balance sheet as of March 31, 2021, reflects the acquisition as if it occurred on March 31, 2021 and is based on the historical consolidated financial statements of AMMO and Gemini, as adjusted to give effect to the Merger. AMMO’s statement of operations for the year ended March 31, 2021 have been combined with the operations of Gemini for the twelve months ended March 31, 2021. This pro forma combined statement of operations gives effect to the acquisition as if it had occurred April 1, 2020. The unaudited pro forma condensed combined financial information should be read in conjunction with the audited financial statements and related disclosures contained in the Company’s Annual Report filed with the SEC on Form 10-K for the year ended March 31, 2021, and the unaudited financial statements of Gemini that are attached to this Form 8-K/A as an exhibit.
The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations and financial position that would have been achieved had the acquisition been completed and taken place on the dates indicated or the future consolidated results of operations or financial position of the Company.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
March 31, 2021
| AMMO | GEMINI | |||||||||||||||||
| March 31, 2021 | March 31, 2021 | Adjustments | Note 4 | Pro Forma | ||||||||||||||
| ASSETS | ||||||||||||||||||
| Current Assets: | ||||||||||||||||||
| Cash | $ | 118,341,471 | $ | 43,211,081 | $ | (143,911,081 | ) | (a) | $ | 17,641,471 | ||||||||
| Accounts receivable, net | 8,993,920 | 11,872,102 | (4,875,794 | ) | (b) | 15,990,228 | ||||||||||||
| Due from related parties | 15,657 | - | - | 15,657 | ||||||||||||||
| Inventories | 15,866,918 | - | - | 15,866,918 | ||||||||||||||
| Prepaid expenses | 2,402,366 | 281,511 | 20,240 | (b) | 2,704,117 | |||||||||||||
| Total Current Assets | 145,620,332 | 55,364,694 | (148,766,635 | ) | 52,218,391 | |||||||||||||
| Equipment, net | 21,553,226 | 5,664,102 | (4,612,122 | ) | (b) | 22,605,206 | ||||||||||||
| Other Assets: | ||||||||||||||||||
| Deposits | 1,833,429 | - | 982,031 | (b) | 2,815,460 | |||||||||||||
| Licensing agreements, net | 41,667 | - | - | 41,667 | ||||||||||||||
| Patents, net | 6,019,567 | - | - | 6,019,567 | ||||||||||||||
| Other Intangible Assets, net | 2,220,958 | 36,892 | 146,580,488 | (b) | 148,838,338 | |||||||||||||
| Goodwill | - | - | 88,285,437 | (b) | 88,285,437 | |||||||||||||
| Right of use assets - operating leases | 2,090,162 | - | - | 2,090,162 | ||||||||||||||
| Other assets | - | 1,773,822 | (1,773,822 | ) | (c) | - | ||||||||||||
| Due from related parties | - | 25,165,406 | (25,165,406 | ) | (c) | - | ||||||||||||
| Investment securities, at fair value | - | 15,923,656 | (15,923,656 | ) | (c) | - | ||||||||||||
| Note receivable - related party | - | 28,500,000 | (28,500,000 | ) | (c) | - | ||||||||||||
| TOTAL ASSETS | $ | 179,379,341 | $ | 132,428,572 | $ | 11,106,315 | $ | 322,914,228 | ||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||||||
| Current Liabilities: | ||||||||||||||||||
| Accounts payable | $ | 4,371,974 | $ | 4,693,848 | $ | (4,651,025 | ) | (d) | $ | 4,414,797 | ||||||||
| Factoring liability | 1,842,188 | - | - | 1,842,188 | ||||||||||||||
| Accrued liabilities | 3,462,785 | 2,909,208 | (2,879,461 | ) | (d) | 3,492,532 | ||||||||||||
| Inventory credit facility | 1,091,098 | - | 1,091,098 | |||||||||||||||
| Current portion of operating lease liability | 663,784 | - | - | 663,784 | ||||||||||||||
| Current portion of note payable related party | 625,147 | - | - | 625,147 | ||||||||||||||
| Insurance premium note payable | 41,517 | - | - | 41,517 | ||||||||||||||
| Current portion of notes payable | - | 14,865,487 | (14,865,487 | ) | (f) | - | ||||||||||||
| Other liabilities | - | 94,603 | (32,286 | ) | (d) | 62,317 | ||||||||||||
| Due to related parties | - | 6,597,065 | (6,597,065 | ) | (h) | - | ||||||||||||
| Contingent consideration payable | - | - | 10,755,000 | (g) | 10,755,000 | |||||||||||||
| Total Current Liabilities | 12,098,493 | 29,160,211 | (18,270,324 | ) | 22,988,380 | |||||||||||||
| Long-term Liabilities: | ||||||||||||||||||
| Contingent consideration payable | 589,892 | - | - | 589,892 | ||||||||||||||
| Notes payable related party | 865,771 | - | - | 865,771 | ||||||||||||||
| Note payable | 4,000,000 | 35,040,677 | (35,040,677 | ) | (f) | 4,000,000 | ||||||||||||
| Operating Lease Liability, net of current portion | 1,477,656 | - | - | 1,477,656 | ||||||||||||||
| Total Liabilities | 19,031,812 | 64,200,888 | (53,311,001 | ) | 29,921,699 | |||||||||||||
| Shareholders’ Equity: | ||||||||||||||||||
| Common stock, $0.001 par value, 200,000,000 shares authorized | 93,100 | - | 18,500 | (h) | 111,600 | |||||||||||||
| Additional paid-in capital | 202,073,968 | - | 132,626,500 | (h) | 334,700,468 | |||||||||||||
| Accumulated deficit | (41,819,539 | ) | - | - | (41,819,539 | ) | ||||||||||||
| Member’s Equity | - | 68,227,684 | (68,227,684 | ) | (i) | - | ||||||||||||
| Total Shareholders’ Equity | 160,347,529 | 68,227,684 | 64,417,316 | 292,992,529 | ||||||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 179,379,341 | $ | 132,428,572 | $ | 11,106,315 | $ | 322,914,228 | ||||||||||
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended March 31, 2021
| AMMO | GEMINI | |||||||||||||||||
For the Year Ended March 31, | For the Year Ended March 31, (Note 5) | |||||||||||||||||
| 2021 | 2021 | Adjustments | Note 4 | Pro Forma | ||||||||||||||
| Net Sales | $ | 62,482,330 | $ | 79,743,505 | $ | - | $ | 142,225,835 | ||||||||||
| Cost of Goods Sold | 51,095,679 | 8,921,503 | - | 60,017,182 | ||||||||||||||
| Gross Margin | 11,386,651 | 70,822,002 | - | 82,208,653 | ||||||||||||||
| Operating Expenses | ||||||||||||||||||
| Selling and marketing | 1,879,128 | - | - | 1,879,128 | ||||||||||||||
| Corporate general and administrative | 7,191,544 | 11,770,161 | - | 18,961,705 | ||||||||||||||
| Employee salaries and related expenses | 5,036,721 | - | - | 5,036,721 | ||||||||||||||
| Depreciation and amortization expense | 1,659,243 | - | 12,171,433 | (j) | 13,830,676 | |||||||||||||
| Loss on purchase | 1,000,000 | - | - | 1,000,000 | ||||||||||||||
| Total operating expenses | 16,766,636 | 11,770,161 | 12,171,433 | 40,708,230 | ||||||||||||||
| Income from Operations | (5,379,985 | ) | 59,051,841 | (12,171,433 | ) | 41,500,423 | ||||||||||||
| Other Expenses | ||||||||||||||||||
| Other income/(expense) | 576,785 | (429,486 | ) | 429,486 | (k) | 576,785 | ||||||||||||
| Interest income/(expense) | (3,009,094 | ) | (5,437,999 | ) | 5,437,999 | (l) | (3,009,094 | ) | ||||||||||
| Total other expenses | (2,432,309 | ) | (5,867,485 | ) | 5,867,485 | (2,432,309 | ) | |||||||||||
| Income before Income Taxes | (7,812,294 | ) | 53,184,356 | (6,303,948 | ) | 39,068,114 | ||||||||||||
| Provision for Income Taxes | - | - | - | (m) | - | |||||||||||||
| Net Income(loss) | $ | (7,812,294 | ) | $ | 53,184,356 | $ | (6,303,948 | ) | $ | 39,068,114 | ||||||||
| Income/(Loss) per share | ||||||||||||||||||
| Basic and fully diluted: | ||||||||||||||||||
| Weighted average basic shares outstanding | 55,041,502 | - | 18,500,000 | (n) | 73,541,502 | |||||||||||||
| Weighted average diluted shares outstanding | 58,649,447 | - | 20,000,000 | (o) | 78,649,447 | |||||||||||||
| Basic Income/(Loss) per share | $ | (0.14 | ) | - | - | $ | 0.53 | |||||||||||
| Diluted Income/(Loss) per share | - | - | - | $ | 0.50 | |||||||||||||
NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED FINACIAL INFORMATION
NOTE 1 - BASIS OF PRESENTATION
The unaudited pro forma condensed combined financial statements reflected includes the historical financial information of AMMO, Inc. (“AMMO”) and Gemini Direct Investments, LLC (“Gemini”). The pro forma adjustments are based on estimates and have been prepared to show the effects of the acquisition of Gemini.
In accordance with the acquisition method of accounting for business combinations, the assets acquired, and the liabilities assumed have been recorded at their respective fair values. The consideration in excess of the fair values of assets acquired, and liabilities assumed are recorded as goodwill.
NOTE 2 - DESCRIPTION OF THE TRANSACTION
On April 30, 2021 (the “Effective Date”), AMMO, entered into an agreement and plan of merger (the “Merger Agreement”), by and among the Company, SpeedLight Group I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Sub”), Gemini, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, an individual (the “Seller”), whereby Sub merged with and into Gemini, with Sub surviving the merger as a wholly owned subsidiary of the Company (the “Merger”).
NOTE 3 - PURCHASE PRICE ALLOCATION
The total estimated consideration consisted of cash payment of $50,000,000 less $1,300,000 of acquired cash, a working capital adjustment of $2,000,000, debt assumption and repayment upon closing of $50,000,000, contingent consideration of $10,755,000 for 1,500,000 shares that will not be issued prior to the Company obtaining stockholder approval for the issuance (the “Additional Securities”), and 18,500,000 shares of AMMO Inc. Common Stock. The shares were valued at $7.17 per share, the five-day average closing price of the Company’s Common Stock immediately preceding the signing of the binding agreement.
The preliminary fair value of the consideration transferred was valued as of the date of the acquisition as follows:
| Cash | $ | 48,700,000 | ||
| Working Capital Adjustment | 2,000,000 | |||
| Contingent Consideration | 10,755,000 | |||
| Common Stock | 132,645,000 | |||
| Assumed debt | 50,000,000 | |||
| $ | 244,100,000 |
The preliminary allocation for the consideration recorded for the acquisition is as follows:
| Accounts Receivable | $ | 6,996,308 | ||
| Prepaids | 301,751 | |||
| Equipment | 1,051,980 | |||
| Deposits | 982,031 | |||
| Accounts Payable | (42,823 | ) | ||
| Accrued Expenses | (29,747 | ) | ||
| Other Liabilities | (62,317 | ) | ||
| Other Intangible Assets(1) | 146,617,380 | |||
| Goodwill(1) | 88,285,437 | |||
| $ | 244,100,000 |
(1) Preliminary estimate of Other Intangible Assets and Goodwill. Other intangible assets to consist of Tradenames, Customer Relationships, Intellectual Property, and other tangible assets related to the acquired business.
The purchase price allocation is preliminary. The preliminary estimated fair value recorded for the acquired assets and liabilities assumed with excess consideration recorded as goodwill represent management’s estimate of fair value and are subject to change when additional information, such as post-close working capital adjustments and valuations become available. The purchase price allocation will continue to be preliminary until the Company is able to finalize the allocation. The Company expects to finalize the purchase price allocation within the measurement period, but not more than one year following the closing data of the Merger. The final amounts from the valuation may significantly and materially differ from the preliminary allocation herein.
NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED FINACIAL INFORMATION
NOTE 4 - ADJUSTMENTS TO FINANCIAL INFORMATION
Explanation of Pro Forma Adjustments
| (a) | To record cash consideration paid of $50,000,000, debt repayment of $50,000,000 for debt assumed and paid at closing, $2,000,000 of cash consideration for working capital, and eliminate Gemini cash in excess of $1,300,000. | |
| (b) | To record various assets at fair value. | |
| (c) | To eliminate assets distributed from Gemini prior to close. | |
| (d) | To record various liabilities at fair value. | |
| (e) | To eliminate liabilities resolved by Gemini prior to close. | |
| (f) | To record the repayment of $50,000,000 of assumed debt and the elimination of debt in excess of $50,000,000. | |
| (g) | To record contingent consideration payable for Additional Securities valued at $7.17 per share, the five-day average closing price of the Company’s Common Stock immediately preceding the signing of the binding agreement. | |
| (h) | To record 18,500,000 shares of Common Stock, value at $7.17 per shares the five-day average closing price of the Company’s Common Stock immediately preceding the signing of the binding agreement. | |
| (i) | To eliminate ▇▇▇▇▇▇’s Member Equity. | |
| (j) | To record the preliminary estimated effect of amortization of Other Intangible Assets, with a preliminary estimated weighted average useful life of 12.6 years. | |
| (k) | To eliminate interest income from assets distributed by Gemini prior to closing. | |
| (l) | To eliminate interest expense from liabilities resolved prior to closing. | |
| (m) | Income taxes calculated at the U.S. Federal statutory rate of 21% would be offset by the Company’s net operating loss carryforwards. | |
| (n) | To record the issuance of 18,500,000 shares at closing. | |
| (o) | To record the effect of the issuance of Additional Shares. |
NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED FINACIAL INFORMATION
NOTE 5 - ADJUSTMENTS TO THE HISTORICAL FINANCIAL INFORMATION OF GEMINI
The Consolidated Statement of Income of Gemini for the year ended December 31, 2020 has been adjusted to exclude Gemini’s activity for the three month period ended March 31, 2020 and include Gemini’s activity for the three month period ended March 31, 2021. Gemini’s fiscal year end is December 31, and historical financial information was used to present pro forma financial information based on the Company’s fiscal year end of March 31.
ADJUSTED UNAUDITED CONSENDED CONSOLIDATED STATEMENTS OF INCOME OF GEMINI
| For the Year Ended December 31, | For the Three Months Ended March 31, | Constructed Nine Months Ended December 31, | For the Three Months Ended March 31, | Constructed
Twelve Months Ended March 31, | ||||||||||||||||
| 2020 | 2020 | 2020 | 2021 | 2021 | ||||||||||||||||
| Net Sales | $ | 58,881,861 | $ | 8,764,680 | $ | 50,117,181 | $ | 29,626,324 | $ | 79,743,505 | ||||||||||
| Cost of Goods Sold | 7,018,475 | 1,096,793 | 5,921,682 | 2,999,821 | 8,921,503 | |||||||||||||||
| Gross Margin | 51,863,386 | 7,667,887 | 44,195,499 | 26,626,503 | 70,822,002 | |||||||||||||||
| Operating Expenses | ||||||||||||||||||||
| Corporate general and administrative | 11,485,857 | 2,469,032 | 9,016,825 | 2,753,336 | 11,770,161 | |||||||||||||||
| 11,485,857 | 2,469,032 | 9,016,825 | 2,753,336 | 11,770,161 | ||||||||||||||||
| Income from Operations | 40,377,529 | 5,198,855 | 35,178,674 | 23,873,167 | 59,051,841 | |||||||||||||||
| Other Expenses | ||||||||||||||||||||
| Other income/(expense) | (488,860 | ) | (59,374 | ) | (429,486 | ) | - | (429,486 | ) | |||||||||||
| Interest income/(expense) | (5,717,476 | ) | (1,570,792 | ) | (4,146,684 | ) | (1,291,315 | ) | (5,437,999 | ) | ||||||||||
| Total other expenses | (6,206,336 | ) | (1,630,166 | ) | (4,576,170 | ) | (1,291,315 | ) | (5,867,485 | ) | ||||||||||
| Income before Income Taxes | 34,171,193 | 3,568,689 | 30,602,504 | 22,581,852 | 53,184,356 | |||||||||||||||
| Provision for Income Taxes | - | - | - | - | ||||||||||||||||
| Net Income(loss) | $ | 34,171,193 | $ | 3,568,689 | $ | 30,602,504 | $ | 22,581,852 | $ | 53,184,356 | ||||||||||