Attached files
| file | filename |
|---|---|
| EX-99 - AUDITED FINANCIAL STATEMENTS OF AQUA HANDLING OF TEXAS, LLC - HII Technologies, Inc. | exhibit991hii8kaquaauditedfi.htm |
| 8-K/A - AMENDED CURRENT REPORT ON FORM 8-K/A DATED OCTOBER 31, 2013 - HII Technologies, Inc. | form8kaaquaspaconvertiblenot.htm |
| HII TECHNOLOGIES, INC. | |||||||||
| PRO FORMA CONDENSED COMBINED BALANCE SHEET | |||||||||
| As of September 30, 2013 | |||||||||
| (unaudited) | |||||||||
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| Pro Forma |
| Condensed |
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| HII |
| AQUA |
| Adjustments |
| Combined |
| ASSETS |
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| Current assets: |
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| Cash and cash equivalents | $ 132,021 |
| $ 103,596 |
| $ (200,000) | [1,2] | $ 35,617 | |
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| Accounts receivable | 2,372,928 |
| 238,576 |
| - |
| 2,611,504 | |
|
| Current portion of note receivable | 296,699 |
| - |
| - |
| 296,699 | |
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| Current portion of deferred financing costs | 33,949 |
| - |
| - |
| 33,949 | |
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| Prepaid expense and other current assets | 66,084 |
| - |
| - |
| 66,084 | |
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| Total current assets | 2,901,681 |
| 342,172 |
| (200,000) |
| 3,043,853 |
| Property and equipment, net of accumulated depreciation | 674,990 |
| 30,154 |
| - |
| 705,144 | ||
| Deposits | 33,960 |
| - |
| - |
| 33,960 | ||
| Deferred financing costs, net of current portion | 25,462 |
| - |
| - |
| 25,462 | ||
| Goodwill |
| 1,897,380 |
| - |
| 1,269,846 | [2] | 3,167,226 | |
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| Total assets | $ 5,533,473 |
| $ 372,326 |
| $ 1,069,846 |
| $ 6,975,645 |
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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| Current liabilities: |
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| Accounts payable | $ 1,336,303 |
| $ 104,062 |
| - |
| $ 1,440,365 | |
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| Accounts payable - related party | 158,000 |
| 165,095 |
| - |
| 323,095 | |
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| Accrued expenses and other liabilities | 538,661 |
| 61,730 |
| - |
| 600,391 | |
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| Member advances | - |
| 80,883 |
| - |
| 80,883 | |
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| Line of credit | 1,436,273 |
| - |
| 100,000 | [1] | 1,536,273 | |
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| Current portion of notes payable - related parties | 483,333 |
| - |
| - |
| 483,333 | |
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| Current portion of notes payable - acquisition | - |
| - |
| 166,667 | [2] | 166,667 | |
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| Current portion of secured notes payable, net of discount of $8,187 | 222,013 |
| - |
| - |
| 222,013 | |
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| Total current liabilities | 4,174,583 |
| 411,770 |
| 266,667 |
| 4,853,020 |
| Long term liabilities: |
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| Notes payable - acquisition, net of current portion | - |
| - |
| 263,735 | [2] | 263,735 | |
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| Notes payable - related parties, net of current portion | 541,667 |
| - |
| - |
| 541,667 | |
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| Total liabilities | 4,716,250 |
| 411,770 |
| 530,402 |
| 5,658,422 |
| Commitments and contingencies | - |
| - |
| - |
| - | ||
| Stockholders' equity (deficit) |
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| Preferred stock, $.001 par value, 10,000,000 shares authorized, no shares issued or outstanding | - |
| - |
| - |
| - | |
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| Common stock, $.001 par value, 250,000,000 shares authorized, 46,907,683 shares issued and outstanding | 46,907 |
| - |
| 1,444 | [2] | 48,351 | |
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| Members' capital | - |
| - |
| - |
| - | |
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| Additional paid-in-capital | 27,518,924 |
| - |
| 498,556 | [2] | 28,017,480 | |
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| Retained Earnings (accumulated deficit) | (26,748,608) |
| (39,444) |
| 39,444 | [2] | (26,748,608) | |
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| Total stockholders'/members' equity (deficit) | 817,223 |
| (39,444) |
| 539,444 |
| 1,317,223 |
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| Total liabilities and stockholders'/members' equity (deficit) | $ 5,533,473 |
| $ 372,326 |
| $ 1,069,846 |
| $ 6,975,645 |
See accompanying notes to the unaudited pro forma condensed combined financial statements
| HII TECHNOLOGIES, INC. | |||||||||
| PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS | |||||||||
| For the nine months ended September 30, 2013 | |||||||||
| (unaudited) | |||||||||
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| Pro Forma |
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| Pro Forma |
| Condensed |
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| HII |
| AQUA |
| Adjustments |
| Combined |
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| REVENUES | $ 9,767,926 |
| $ 1,628,419 |
| $ - |
| $ 11,396,345 | ||
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| COST OF REVENUES | 7,233,619 |
| 1,039,800 |
| - |
| 8,273,419 | ||
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| GROSS PROFIT | 2,534,307 |
| 588,619 |
| - |
| 3,122,926 | ||
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| OPERATING EXPENSES: |
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| Selling, general and administrative | 2,593,782 |
| 626,938 |
| - |
| 3,220,720 | |
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| Bad debt expense | 131,021 |
| - |
| - |
| 131,021 | |
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| Total operating expenses | 2,724,803 |
| 626,938 |
| - |
| 3,351,741 | |
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| LOSS FROM OPERATIONS | (190,496) |
| (38,319) |
| - |
| (228,815) | ||
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| OTHER INCOME (EXPENSE) |
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| Loss on extinguishment of liability | (96,297) |
| - |
| - |
| (96,297) | |
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| Interest expense | (319,901) |
| (1,125) |
| - |
| (321,026) | |
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| NET LOSS BEFORE INCOME TAXES | (606,694) |
| (39,444) |
| - |
| (646,138) | ||
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| PROVISION FOR INCOME TAXES | (56,433) |
| - |
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| (56,433) | ||
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| NET LOSS | $ (663,127) |
| $ (39,444) |
| $ - |
| $ (702,571) | ||
See accompanying notes to the unaudited pro forma condensed combined financial statements
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
(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.
Acquisition of Aqua Tex
On November 12, 2013 the members of AquaTex sold all their interests to HII Technologies, Inc. pursuant to the terms of a Securities Purchase Agreement dated November 11, 2013. The purchase price consisted of: (a) Cash in the amount of $300,000; (b) $500,000 in 5% subordinated secured promissory notes (the “Notes”), and (c) 1,443,696 shares (the “Shares”) of HII Technologies, Inc. common stock (valued at $500,000 based on the trailing 30-day average of the Company’s common stock). Additionally, a working capital adjustment provision exists whereby HII Technologies, Inc. would be required to pay the members of AquaTex additional cash equal to the amount of any working capital of AquaTex at closing; provided however, that in the event that AquaTex has negative working capital at closing, then the amount of such negative working capital will be offset against the notes issued to the former members at closing.
The acquisition of Aqua Tex 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 September 30, 2013 is as follows:
| Purchase Price |
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| Cash at closing |
| $ 300,000 | |
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| Notes |
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| 500,000 |
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| Stock |
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| 500,000 |
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| Negative working capital adjustment | (69,598) | ||
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| Total Purchase Price |
| $ 1,230,402 | |
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| Purchase Price Allocation |
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| Cash |
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| $ 103,596 |
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| Accounts receivable |
| 238,576 | |
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| Net Assets |
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| 30,154 |
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| Accounts payable |
| (104,062) | |
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| Accrued Expenses |
| (61,730) | |
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| Accounts payable/advances, related party | (245,978) | ||
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| Goodwill |
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| 1,269,846 |
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| Total Purchase Price |
| $ 1,230,402 | |
Additionally, a working capital adjustment provision exists whereby HII Technologies, Inc. would be required to pay the members of AquaTex additional cash equal to the amount of any working capital of AquaTex at closing; provided however, that in the event that AquaTex has negative working capital at closing, then the amount of such negative working capital will be offset against the notes issued to the former members at closing. As of September 30, 2013, Aqua Tex had negative working capital as shown in the following table and consequently a proforma reduction in the face value of the note payable to former members is included in the purchase price:
| Working Capital Calculation |
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| Cash |
| $ 103,596 | |
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| Accounts receivable | 238,576 | ||
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| Accounts payable | (104,062) | ||
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| Accounts payable - related party | (165,095) | ||
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| Accrued expenses and other liabilities | (35,345) | ||
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| Payroll liabilities |
| (26,385) | |
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| Member advances | (80,883) | ||
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| Negative working capital | $ (69,598) | |
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| Original note payable | $ 500,000 | |||
| Negative working capital reduction | (69,598) | |||
| Adjusted note payable | $ 430,402 | |||
Pro Forma Adjustments
1. To record the assumption of a $100,000 draw on the Line of Credit to provide adequate cash to pay the cash portion of the purchase price.
2. To record HII’s purchase price consideration and pro forma purchase accounting adjustments as shown above.