Attached files
| file | filename |
|---|---|
| 8-K/A - AMENDED CURRENT REPORT ON FORM 8-K/A DATED SEPTEMBER 26, 2012 - HII Technologies, Inc. | form8kaaesacquisitionwithfin.htm |
| EX-99 - AUDITED FINANCIAL STATEMENTS OF APACHE ENERGY SERVICES LLC - HII Technologies, Inc. | aesauditreportexhi991.htm |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On September 27, 2012, HII Technologies, Inc. (the “Company”) consummated the acquisition of all of the outstanding membership interests of Apache Energy Services LLC, a Nevada limited liability company (“AES”) pursuant to the terms of a Securities Purchase Agreement dated September 26, 2012 by and among the Company, AES and the members of AES. The purchase price consisted of: (a) Cash in the amount of $290,000, of which $250,000 was paid on the closing date and the remaining $40,000 is payable (subject to a purchase price adjustment) in six equal installments, with the first installment payable on the first day of each month beginning the third month following the month in which the Closing occurs and each month thereafter until paid in full; (b) $1,300,000 in 5% subordinated secured promissory notes (the “Notes”), and (c) 6,500,000 shares (the “Shares”) of the registrant’s common stock.
The following unaudited pro forma condensed combined financial statements of the Company have been prepared to indicate how the financial statements of the Company might have looked in the acquisition of AES had occurred as of the period ended June 30, 2012.
The pro forma condensed combined financial statements have been prepared using the unaudited historical financial statements of the Company and AES for the period ended June 30, 2012.
The pro forma condensed combined financial statements should be read in conjunction with a reading of the historical financial statements of the Company and AES. The pro forma condensed combined financial statements are presented for illustrative purposes only and are not intended to be indicative of financial condition or results of operations that may be reported in the future.
| HII TECHNOLOGIES, INC. | |||||||||
| PRO FORMA CONDENSED COMBINED BALANCE SHEET | |||||||||
| As of June 30, 2012 | |||||||||
| (unaudited) | |||||||||
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| Pro Forma | |||||
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| Pro Forma |
| Condensed |
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| HII |
| AES |
| Adjustments |
| Combined |
| ASSETS |
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| Current assets: |
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| Cash and cash equivalents | $ 36,228 |
| $ 123,947 |
| $ (3,701) | [1,2,4] | $ 156,474 | |
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| Accounts receivable | - |
| 455,978 |
| - |
| 455,978 | |
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| Current portion of note receivable | 10,446 |
| - |
| - |
| 10,446 | |
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| Prepaid expense and other current assets | 44,027 |
| 3,242 |
| - |
| 47,269 | |
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| Total current assets | 90,701 |
| 583,167 |
| (3,701) |
| 670,167 |
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| Property and equipment | - |
| 102,408 |
| - |
| 102,408 | ||
| Note receivable, net of current portion | 9,554 |
| - |
| - |
| 9,554 | ||
| Goodwill |
| - |
| - |
| 1,840,092 | [2] | 1,840,092 | |
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| Total assets | $ 100,255 |
| $ 685,575 |
| $ 1,836,391 |
| $ 2,622,221 |
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| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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| Current liabilities: |
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| Accounts payable | $ 42,157 |
| $ 49,736 |
| $ - |
| $ 91,893 | |
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| Accrued expenses and other liabilities | 70,915 |
| 55,563 |
| 264,167 | [2] | 390,645 | |
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| Current portion of notes payable - related parties, net of discount of $17,510 | - |
| - |
| 357,490 | [2,4] | 357,490 | |
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| Current portion of notes payable - secured, net of discount of $87,549 | - |
| - |
| 162,451 | [4] | 162,451 | |
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| Current portion of notes payable - vehicles | - |
| 10,084 |
| (10,084) | [1] | - | |
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| Total current liabilities | 113,072 |
| 115,383 |
| 774,024 |
| 1,002,479 |
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| Long term liabilities: |
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| Notes payable - related parties, net of current portion | - |
| - |
| 975,000 | [2] | 975,000 | |
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| Notes payable - vehicle, net of current portion | - |
| 43,617 |
| (43,617) | [1] | - | |
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| Total liabilities | 113,072 |
| 159,000 |
| 1,705,407 |
| 1,977,479 |
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| Commitments and contingencies | - |
| - |
| - |
| - | ||
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| Stockholders' equity (deficit) |
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| Preferred stock, $.001 par value, 10,000,000 shares authorized, |
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| no shares issued or outstanding | - |
| - |
| - |
| - |
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| Common stock, $.001 par value, 250,000,000 shares authorized, |
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| 35,405,183 and 40,320,183 shares issued and outstanding | 35,405 |
| - |
| 6,500 | [2] | 41,905 |
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| Members' capital | - |
| 6,350 |
| (6,350) | [3] | - | |
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| Additional paid-in-capital | 26,133,380 |
| - |
| 651,059 | [2,4] | 26,784,439 | |
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| Retained Earnings (accumulated deficit) | (26,181,602) |
| 520,225 |
| (520,225) | [3] | (26,181,602) | |
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| Total stockholders'/members' equity (deficit) | (12,817) |
| 526,575 |
| 130,984 |
| 644,742 |
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| Total liabilities and stockholders'/members' equity (deficit) | $ 100,255 |
| $ 685,575 |
| $ 1,836,391 |
| $ 2,622,221 |
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See accompanying notes to the unaudited pro forma condensed combined financial statements | |||||||||
| HII TECHNOLOGIES, INC. | |||||||||
| PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS | |||||||||
| For the six months ended June 30, 2012 | |||||||||
| (unaudited) | |||||||||
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| Pro Forma |
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| Pro Forma |
| Condensed |
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| HII |
| AES |
| Adjustments |
| Combined |
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| REVENUES | $ - |
| $ 986,108 |
| $ - |
| $ 986,108 | ||
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| COST OF REVENUES | - |
| 443,315 |
| - |
| 443,315 | ||
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| GROSS PROFIT | - |
| 542,793 |
| - |
| 542,793 | ||
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| OPERATING EXPENSES: |
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| Selling, general and administrative | 192,632 |
| 20,546 |
| - |
| 213,178 | |
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| Professional fees | - |
| 1,200 |
| - |
| 1,200 | |
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| Bad debt expense (recovery) | 14,000 |
| - |
| - |
| 14,000 | |
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| Total operating expenses | 206,632 |
| 21,746 |
| - |
| 228,378 | |
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| INCOME (LOSS) FROM CONTINUING OPERATIONS | (206,632) |
| 521,047 |
| - |
| 314,415 | ||
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| OTHER INCOME (EXPENSE) |
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| Gain (loss) on liability settlement | 51,460 |
| - |
| - |
| 51,460 | |
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| Interest expense | - |
| (822) |
| - |
| (822) | |
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| NET INCOME (LOSS) | $ (155,172) |
| $ 520,225 |
| $ - |
| $ 365,053 | ||
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| See accompanying notes to the unaudited pro forma condensed combined financial statements | |||||||||
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(unaudited)
Overview
The pro forma data are presented for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have occurred if the acquisition of AES had been consummated at the beginning of the period. The pro forma adjustments reflect only those adjustments which are factually determinable and do not include the impact of contingencies, if any, which will not be known until the contingency is resolved. The pro forma data presented reflect the preliminary purchase consideration and preliminary purchase price allocation and do not necessarily represent the final purchase price allocation.
Basis of Presentation
The unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2012, included the unaudited historical results of operations for HII Technologies, Inc. ("HII") and Apache Energy Services, LLC. ("AES") for the six months ended June 30, 2012, adjusted for the pro forma effects of HII’s acquisition of AES assuming the acquisition occurred on June 30, 2012.
The unaudited Pro Forma Condensed Combined Balance Sheet at June 30, 2012, included the unaudited position of HII and AES as of June 30, 2012, assuming HII’s acquisition of AES occurred on June 30, 2012, adjusted for the pro forma effects of the acquisition.
Acquisition of AES
On September 27, 2012, we closed the acquisition of all of the outstanding membership interests of AES pursuant to the terms of a Securities Purchase Agreement dated September 26, 2012, by and among the HII Technologies, Inc. (“Company”),Apache Energy Services LLC (“AES”) and the members of AES (the “Purchase Agreement”). AES is a water transfer services company. The purchase price consisted of: (a) cash in the amount of $290,000, of which $250,000 was paid on the closing date and the remaining $40,000 is payable (subject to a purchase price adjustment) in six equal installments, with the first installment payable on the first day of each month beginning the third month following the month in which the closing occurred and each month thereafter until paid in full; (b) $1,300,000 in 5% subordinated secured promissory notes (see Note 3), and (c) 6,500,000 common shares., which shares vest pursuant to restricted stock agreements.
The acquisition of AES has been accounted for as a business combination whereby the purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on their fair values as of the acquisition date.
A summary of the pro forma purchase price allocation as of June 30, 2012 is as follows:
| Purchase Price |
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| Cash at closing | $ 250,000 |
| Working Capital Adjustment Cash Due |
264,167 |
| Notes | 1,300,000 |
| Stock | 552,500 |
| Total Purchase Price | $ 2,366,667 |
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| Purchase Price Allocation |
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| Cash | $ 70,246 |
| Accounts receivable | 455,978 |
| Prepaids | 3,242 |
| Net Assets | 102,408 |
| Accounts payable | (49,736) |
| Sales Tax Payable | (55,563) |
| Goodwill | 1,840,092 |
| Total Purchase Price | $ 2,366,667 |
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Pro Forma Adjustments
1. To record the full payment of the balance of the truck financing note as required under the terms of the Purchase Agreement.
2. To record HII’s purchase price consideration pro forma purchase accounting adjustments as shown above.
3. To remove Members’ equity prior to acquisition.
4. To record HII's issuance of $300,000 in notes with warrants to support the cash portion of the purchase price.