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8-K/A - 8-K/A - Green Automotive Cogacr8ka4100913.htm
EX-99 - EXHIBIT 99.1 - Green Automotive Coexhibit991.htm
EX-99 - EXHIBIT 99.2 - Green Automotive Coexhibit992.htm
EX-99 - EXHIBIT 99.4 - Green Automotive Coexhibit994.htm
EX-99 - EXHIBIT 99.5 - Green Automotive Coexhibit995.htm

Exhibit 99.3


GREEN AUTOMOTIVE COMPANY

(Formerly Green Automotive Company Corporation)

Unaudited Pro Forma Condensed Consolidated Financial Statements



On June 28, 2012, Green Automotive Company (“GAC” or the “Company”) entered into a Stock Exchange Agreement (the “Agreement”) with Liberty Electric Cars Ltd., an England and Wales private company limited (“LEC”), and its wholly-owned subsidiary LEC 2 Limited, an England and Wales private company limited (“LEC2” and together with LEC, the “LEC Entities”), under which our wholly-owned subsidiary, Liberty Automotive Group, Inc. (formerly GAC EV Motors Inc.), a Nevada corporation (“LAG”) agreed to purchase 100% of the issued and outstanding securities of LEC Entities in exchange for thirty nine Million Seven Hundred Forty Two Thousand One Hundred Seventy Eight (39,742,178) shares of our common stock held by LAG to the LEC Shareholders.  These shares represent approximately Ten percent (8.19%) of the Company’s voting control.  This transaction closed on July 23, 2012.


As part of the Agreement, the Company issued 300,000 shares of restricted preferred stock to two LEC Directors as a covenant not to compete. The preferred shares are fully forfeitable in the event the Directors terminated their employment before the third year anniversary. Additionally, these preferred shares were valued at $5 per share and were recoded as part of purchase price.


The acquisition has been accounted for as a business combination and the Company valued all assets and liabilities acquired at their fair values on the date of acquisition. Accordingly, the assets and liabilities of the acquired entity were recorded at their estimated fair values at the date of the acquisition.


The allocation of the purchase price to assets and liabilities based upon fair value determinations was as follows:


Cash

$

149,497

Notes receivable

 

212,773

Other current assets

 

492,174

Property and equipment, net of accum. depreciation

 

197,469

Intangible asset (covenant not to compete)

 

1,500,000

Other intangible assets (Technology/IP)

 

2,233,543

  Total assets acquired

 

4,785,456

 

 

 

Accounts payable and accrued expenses

 

446,945

Deferred revenue

 

182,982

Notes payable

 

625,195

Other

 

43,225

  Total liabilities assumed

 

1,298,347

 

 

 

Net assets acquired

$

3,487,109


The purchase price consists of the following:


Common Stock (39,742,178 shares valued at $0.05/share)

$

1,987,109

Preferred Stock (300,000 shares valued at $5/share)

 

1,500,000

Total purchase price

$

3,487,109


The following unaudited pro forma condensed consolidated financial statements have been prepared to give effect to the completed acquisition, which was accounted for as a purchase.






The unaudited pro forma condensed consolidated balance sheet as of December 31, 2011, and the unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2011 and nine months ended September 30, 2012, are presented herein. The unaudited pro forma condensed consolidated balance sheet was prepared using the historical balance sheets of GAC as of December 31, 2011 and LEC Entities as of December 31, 2011. The unaudited pro forma condensed consolidated statements of operations were prepared using the historical statements of operations of GAC for the year ended December 31, 2011 and nine months ended September 30, 2012, and the historical statements of operations of LEC Entities for the year ended December 31, 2011 and nine months ended September 30, 2012.


The unaudited pro forma condensed consolidated balance sheet gives effect to the acquisition as if it had been completed on December 31, 2011, and consolidates the unaudited condensed balance sheets of GAC and the assets acquired from LEC Entities. The unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2011 and nine months ended September 30, 2012 give effect to the acquisition as if it had occurred on January 1, 2011.


The unaudited pro forma condensed consolidated financial statements presented are based on the assumptions and adjustments described in the accompanying notes. The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes and do not purport to represent what the financial position or results of operations actually would have been if the events described above occurred as of the dates indicated or what such financial position or results would be for any future periods. The pro forma information does not reflect cost savings expected to be realized from the elimination of certain expenses and from synergies expected to be created or the costs to achieve such cost savings or synergies.  No assurance can be given that cost savings or synergies will be realized.  The unaudited pro forma condensed consolidated financial statements, and the accompanying notes, are based upon the respective historical consolidated financial statements of GAC and LEC Entities, and should be read in conjunction with GAC’s historical financial statements and related notes contained in GAC’s Annual Report for the year ended December 31, 2011, and LEC Entities’ financial statements presented as Exhibit 99.1 to this Current Report Form 8-K/A.








GREEN AUTOMOTIVE COMPANY

(Formerly Green Automotive Company Corporation)

Unaudited Pro-Forma Consolidated Balance Sheet

As of December 31, 2011


 

Historical

 

Pro-Forma

 

 

 

 

GAC

 

LEC

 

Adjustments

 

Pro-Forma

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

Cash

$

906 

 

$

35,449 

 

 

 

 

$

36,355 

Accounts receivable

 

 

 

318,792 

 

 

 

 

 

318,792 

Inventory and supplies

 

263,489 

 

 

4,613 

 

 

 

 

 

268,102 

Other assets

 

36,300 

 

 

15,312 

 

 

 

 

 

51,612 

Total current assets

 

300,695 

 

 

374,166 

 

 

 

 

674,861 

 

 

 

 

 

 

 

 

 

 

 

 

Property and Equipment, net

 

7,699 

 

 

124,430 

 

 

(17,980)

 

 

114,149 

 

 

 

 

 

 

 

 

 

 

 

 

Other assets

 

 

 

 

 

 

 

 

 

 

 

Investment

 

 

 

378,601 

 

 

 

 

 

378,601 

Intangibles, net

 

331,267 

 

 

 

 

 

 

331,267 

Total assets

$

639,661 

 

$

877,197 

 

$

(17,980)

 

$

1,498,878 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

$

165,445 

 

$

1,605,435 

 

 

 

 

$

1,770,880 

Due to related party

 

452,064 

 

 

 

 

 

 

 

452,064 

Derivative Liability

 

5,731,806 

 

 

 

 

 

 

 

5,731,806 

Notes payable (current)

 

 

 

69,539 

 

 

 

 

 

69,539 

Total current liabilities

 

6,349,315 

 

 

1,674,974 

 

 

 

 

8,024,289 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' deficit

 

 

 

 

 

 

 

 

 

 

 

Preferred stock

 

500 

 

 

 

 

300 

(a)

 

800 

Common stock

 

272,750 

 

 

459 

 

 

39,283 

(a)

 

312,492 

Additional paid in capital

 

3,997,036 

 

 

1,912,637 

 

 

1,534,430 

(a)

 

7,444,103 

Accumulated deficit

 

(9,979,940)

 

 

(2,870,869)

 

 

(1,431,997)

(b)

 

(14,282,806)

Accumulated other comprehensive income

 

 

 

159,996 

 

 

(159,996)

(b)

 

Total stockholders' deficit

 

(5,709,654)

 

 

(797,777)

 

 

(17,980)

 

 

(6,525,411)

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' deficit

$

639,661 

 

$

877,197 

 

$

(17,980)

 

$

1,498,878 


See Accompanying Notes to Unaudited Pro-Forma Condensed Consolidated Financial Statements






GREEN AUTOMOTIVE COMPANY

(Formerly Green Automotive Company Corporation)

Unaudited Pro-Forma Consolidated Statement of Operations

For the Year Ended December 31, 2011


 

Historical

 

Pro-Forma

 

 

 

 

GAC

 

LEC

 

Adjustments

 

Pro-Forma

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

 

$

1,163,964 

 

 

 

$

1,163,964 

Cost of revenues

 

 

 

81,876 

 

 

 

 

81,876 

Gross Margin

 

 

 

1,082,088 

 

 

 

 

1,082,088 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

325,220 

 

 

 

 

17,980 

(c)

 

343,200 

Research and development

 

 

 

741,744 

 

 

 

 

General and administrative

 

1,174,931 

 

 

1,173,989 

 

 

 

 

2,348,920 

Total operating expenses

 

1,500,151 

 

 

1,915,733 

 

 

17,980 

 

 

2,692,120 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(1,500,151)

 

 

(833,645)

 

 

(17,980)

 

 

(1,610,032)

 

 

 

 

 

 

 

 

 

 

 

 

Other income/(expense)

 

 

 

 

 

 

 

 

 

 

 

Gain on disposal of fixed assets

 

9,784 

 

$

 

 

 

$

9,784 

Change in fair value of derivative liability

 

(5,731,806)

 

 

 

 

 

 

(5,731,806)

Impairment of intangible assets

 

 

 

 

 

(4,284,886)

(e)

 

(4,284,886)

Other income (expense)

 

 

 

160,759 

 

 

 

 

160,759 

Interest income (expense)

 

(63,058)

 

 

(2,632)

 

 

 

 

(65,690)

Total other income/(expense)

 

(5,785,080)

 

 

158,127 

 

 

(4,284,886)

 

 

(9,911,839)

 

 

 

 

 

 

 

 

 

 

 

 

Income tax

 

 

 

 

 

 

 

 

 

Net loss

$

(7,285,231)

 

$

(675,518)

 

$

(4,302,866)

 

$

(11,521,871)

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share (basic and diluted)

$

(0.03)

 

 

 

 

 

 

 

$

(0.04)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding (basic and diluted)

 

272,380,247 

 

 

 

 

 

39,742,138 

(d)

 

312,122,385 


See Accompanying Notes to Unaudited Pro-Forma Condensed Consolidated Financial Statements






GREEN AUTOMOTIVE COMPANY

(Formerly Green Automotive Company Corporation)

Unaudited Pro-Forma Condensed Consolidated Statement of Operations

For the Nine Months Ended September 30, 2012


 

Historical

 

Pro-Forma

 

 

 

 

GAC

 

LEC

 

Adjustments

 

Pro-Forma

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

 

$

439,623 

 

 

 

$

439,623 

Cost of revenues

 

 

 

230,046 

 

 

 

 

230,046 

Gross Margin

 

 

 

209,577 

 

 

 

 

209,577 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

260,736 

 

 

32,801 

 

 

13,485 

(f)

 

307,022 

Research and development

 

 

 

128,947 

 

 

 

 

General and administrative

 

293,731 

 

 

594,360 

 

 

 

 

888,091 

Total operating expenses

 

554,467 

 

 

756,108 

 

 

13,485 

 

 

1,195,113 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(554,467)

 

 

(546,531)

 

 

(13,485)

 

 

(985,536)

 

 

 

 

 

 

 

 

 

 

 

 

Other income/(expense)

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of derivative liability

$

(1,526,591)

 

 

 

 

 

$

(1,526,591)

Gain on conversion of debt to stock

 

36,606 

 

 

 

 

 

 

Impairment of assets

 

(263,489)

 

 

 

 

 

 

(263,489)

Interest income (expense)

 

(6,460)

 

 

1,520 

 

 

 

 

(4,940)

Total other income/(expense)

 

(1,759,934)

 

 

1,520 

 

 

 

 

(1,795,020)

 

 

 

 

 

 

 

 

 

 

 

 

Income tax

 

 

 

 

 

 

 

 

 

Net loss

$

(2,314,401)

 

$

(545,011)

 

$

(13,485)

 

$

(2,780,556)

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share (Basic and Diluted)

$

(0.01)

 

 

 

 

 

$

(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares

 

276,200,840 

 

 

 

 

39,742,138 

(g)

 

315,942,978 


See Accompanying Notes to Unaudited Pro-Forma Condensed Consolidated Financial Statements








GREEN AUTOMOTIVE COMPANY

(Formerly Green Automotive Company Corporation)

Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet


Note 1.

Basis of Presentation


The accompanying unaudited pro forma condensed consolidated financial statements present the pro forma results of operations and financial position of GAC and LEC Entities on a combined basis based on the historical financial information of each company and after giving effect to the acquisition of LEC Entities by GAC. The acquisition was recorded using the acquisition method of accounting.


The unaudited pro forma condensed combined consolidated balance sheet as of December 31, 2011 combines the historical results for GAC as of December 31, 2011 and the historical results for LEC Entities as of December 31, 2011, as if the acquisition had occurred on December 31, 2011. The unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2012, combines the historical results for GAC for the nine months ended September 30, 2012 and the historical results for LEC Entities for the nine months ended September 30, 2012, as if the acquisition had occurred on January 1, 2012. The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2011 combines the historical results for GAC for the twelve months ended December 31, 2011 and the historical results for LEC Entities for the twelve months ended December 31, 2011, as if the acquisition had occurred on January 1, 2011.


Note 2.

Pro Forma Adjustments


(a)

To reflect the common stock and Series A Convertible Preferred stock issued as consideration in the acquisition net of LEC Entities additional paid in capital not acquired in the transaction.

(b)

To reflect the elimination of LEC Entities accumulated deficit and other comprehensive income.

(c)

Represents the depreciation of $17,980 related to the fair value of fixed assets acquired in the transaction, as if the acquisition had been completed on January 1, 2011.

(d)

To reflect the issuance of 39,742,178 shares of common stock on the date of acquisition.

(e)

Represents the write off of goodwill and intangibles on acquisition as if the acquisition occurred on January 1, 2011 – Consideration of $3,487,109 and net assets acquired of $797,777.

(f)

Represents the depreciation of $13,485 related to the fair value of fixed assets acquired in the transaction, as if the acquisition had been completed on January 1, 2012.

(g)

To reflect the issuance of 39,742,178 shares of common stock on the date of acquisition.