Attached files
| file | filename |
|---|---|
| 8-K/A - LevelBlox, Inc. | f8ka_122314nsi.htm |
| EX-99 - LevelBlox, Inc. | ex991nsifinancials.htm |
ALPHAPOINT TECHNOLOGY INC.
Unaudited Pro Forma Condensed Consolidated Financial Information
On December 23, 2014, AlphaPoint Technology Inc. (“AlphaPoint” or the “Company”) closed the share exchange transaction (the “Share Exchange Agreement”) for the acquisition of all the issued and outstanding shares of N’compass Solutions, Inc. (“N’compass”) a Minnesota corporation. In exchange, the N’compass shareholders acquired a controlling stock position in the Company and two positions on AlphaPoint’s Board of Directors. After the consummation of the Share Exchange Agreement, N’compass, operating out of Minneapolis, is now a wholly owned subsidiary of the Company. This transaction was the subject of the Letter of Intent disclosed in our Form 8-K filed on September 5, 2014.
With the acquisition of N’compass, the Company intends to integrate their respective software applications, LiveDC andAssetCentral™.
The unaudited pro forma condensed consolidated balance sheet as of September 30, 2014 is presented as if the acquisition of N’compass had occurred on that date. The unaudited pro forma condensed consolidated statements of income for the year ended December 31, 2013 and nine months ended September 30, 2014 are presented as if the N’compass acquisition had occurred on January 1, 2013.
The unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the consolidated financial position or results of operations that would have actually been reported had the acquisition occurred as of the dates indicated, nor is it necessarily indicative of future consolidated financial position or results of operations. The unaudited pro forma condensed combined financial information does not include, nor does it assume, any benefits from cost savings or synergies of the combined operations or the costs necessary to achieve these cost savings, or synergies, and such differences may be material.
The unaudited pro forma condensed consolidated financial information was prepared using the acquisition method of accounting and was based on the audited financial statements of AlphaPoint and N’compass as of and for the year ended December 31, 2013, and interim financial results of AlphaPoint and N’compass as of September 30, 2014 and for the nine months then ended. The estimated fair values of the assets acquired and liabilities assumed, and the related tax balances, are based on preliminary estimates and assumptions. These preliminary estimates and assumptions could change significantly during the purchase price measurement period as we finalize the valuations of the assets acquired and liabilities assumed, and the related tax balances. Such changes could result in material variances between the Company’s future financial results and the amounts presented in the unaudited pro forma information, including variances in the estimated purchase price, fair values recorded and expenses associated with these items.
The unaudited pro forma condensed consolidated financial information should be read in conjunction with the Company’s historical consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2013 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 and with N’compass’s historical consolidated financial statements and notes thereto included in the Company’s Current Report on Form 8-K/A to which this document is filed as an exhibit.
ALPHAPOINT TECHNOLOGY, INC. AND N'COMPASS SOLUTIONS INC.
PRO FORMA COMBINED BALANCE SHEETS
September 30, 2014
(Unaudited)
|
| Historical |
| Pro Form |
|
|
|
| ||
|
| NSI |
| AlphaPoint |
| Adjustments |
| Ref |
| Combined |
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents | $ | 20,534 | $ | 1,132 |
|
|
|
| $ | 21,666 |
Accounts Receivable |
| 412,480 |
| 16,764 |
|
|
|
|
| 429,244 |
Other Current Assets |
| - |
| 0 |
|
|
|
|
| - |
Total Current Assets |
| 433,014 |
| 17,896 |
|
|
|
|
| 450,910 |
|
|
|
|
|
|
|
|
|
|
|
Property and equipment |
| 57,333 |
| - |
|
|
|
|
| 57,333 |
Software development costs, net of accumulated amortization of $225,164, respectively |
| - |
| 15,000 |
|
|
|
|
| 15,000 |
|
|
|
|
|
|
|
|
|
|
|
Other Assets |
|
|
|
|
|
|
|
|
|
|
Goodwill |
| 277,997.50 |
| - |
|
|
|
|
| 277,998 |
Other Assets |
| 91,207.70 |
| - |
|
|
|
|
| 91,208 |
Notes Receivable - Related Parties |
| 89,929.69 |
| - |
|
|
|
|
| 89,930 |
Total Other Assets |
| 459,134.89 |
| - |
|
|
|
|
| 459,135 |
|
|
|
|
|
|
|
|
|
| - |
Total Assets | $ | 949,482 | $ | 32,896 |
|
|
|
| $ | 982,378 |
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
|
|
Line of Credit | $ | 344,091 | $ | - |
|
|
|
| $ | 344,091 |
Accounts Payable |
| 193,515 |
| - |
|
|
|
|
| 193,515 |
Note Payable - Related Parties |
| 176,630 |
| 1,072,618 |
|
|
|
|
| 1,249,248 |
Accrued Expenses |
| 179,930 |
| 75,574 |
|
|
|
|
| 255,504 |
Deferred Revenue |
| 39,892 |
| 28,736 |
|
|
|
|
| 68,628 |
Accrued Distributions |
| - |
| - |
|
|
|
|
| - |
Total Current Liabilities |
| 934,058 |
| 1,176,928 |
|
|
|
|
| 2,110,986 |
|
|
|
|
|
|
|
|
|
|
|
Long-Term Liabilities |
|
|
|
|
|
|
|
|
|
|
Notes Payable |
| 161,616 |
| - |
|
|
|
|
| 161,616 |
Notes Payable - Related Party |
| - |
| - |
|
|
|
|
| - |
Stock Contingency |
| - |
| 20,000 |
|
|
|
|
| 20,000 |
Total Long Term Liabilities |
| 161,616 |
| 20,000 |
|
|
|
|
| 181,616 |
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
| 1,095,674 |
| 1,196,928 |
|
|
|
|
| 2,292,602 |
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
Common Stock, $.01 par value |
| 35,500 |
| 582,500 |
|
|
|
|
| 618,000 |
APIC |
| 120,622 |
| 310,000 |
|
|
|
|
| 430,622 |
Retained Earnings |
| (302,314) |
| (2,056,532) |
|
|
|
|
| (2,358,846) |
Total Stockholders' Equity |
| (146,192) |
| (1,164,032) |
|
|
|
|
| (1,310,224) |
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders' Equity | $ | 949,482 | $ | 32,896 |
|
|
|
|
| 982,378 |
ALPHAPOINT TECHNOLOGIES
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For nine months ended September 30, 2014
(Unaudited)
|
| Historical |
| Pro Form |
|
|
|
| ||||||
|
| NSI |
| AlphaPoint |
| Adjustments |
| Ref |
| Combined | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Revenue | $ | 3,888,108 | $ | 25,866 |
|
|
|
| $ | 3,913,974 | ||||
Cost of Goods Sold |
| (3,148,430) |
| - |
|
|
|
|
| (3,148,430) | ||||
Gross Profit |
| 739,678 |
| 25,866 |
|
|
|
|
| 765,544 | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
| ||||
Marketing and sales |
| 796,977 |
| - |
|
|
|
|
| 796,977 | ||||
Compensation |
| - |
| 40,500 |
|
|
|
|
| 40,500 | ||||
Stock Based Compensation |
| - |
| 0 |
|
|
|
|
| - | ||||
Professional Fees |
| - |
| 17,995 |
|
|
|
|
| 17,995 | ||||
General and Administrative |
| 624,597 |
| 38,319 |
|
|
|
|
| 662,916 | ||||
Bad Debt Expense |
| - |
| - |
|
|
|
|
| - | ||||
Research and Development |
| - |
| - |
|
|
|
|
| - | ||||
Depreciation and Amortization |
| - |
| 27,078 |
|
|
|
|
| 27,078 | ||||
Total Operating Expenses |
| 1,421,574 |
| 123,892 |
|
|
|
|
| 1,545,466 | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Net loss from operations |
| (681,896) |
| (98,026) |
|
|
|
|
| (779,922) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Other income (expenses) |
|
|
|
|
|
|
|
|
|
| ||||
Other Income |
| - |
| - |
|
|
|
|
| - | ||||
Gain on asset disposal |
| 47,886 |
| - |
|
|
|
|
| 47,886 | ||||
Interest expenses |
| (38,166) |
| (15,006) |
|
|
|
|
| (53,172) | ||||
Income taxes |
| - |
| - |
|
|
|
|
| - | ||||
Total Other Expenses |
| 9,720 |
| (15,006) |
|
|
|
|
| (5,286) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Net loss | $ | (672,176) | $ | (113,032) |
|
|
|
| $ | (785,208) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Earnings (loss) per share, |
|
|
|
|
|
|
|
|
|
| ||||
Basic and diluted | $ |
| $ | (0.01) |
|
|
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Weighted average shares outstanding primary and dilutive |
|
|
| 57,851,099 |
|
|
|
|
|
| ||||
ALPHAPOINT TECHNOLOGY, INC. AND N'COMPASS SOLUTIONS INC.
PRO FORMA COMBINED BALANCE SHEETS
DECEMBER 31, 2013
(Unaudited)
|
| Historical |
| Pro Form |
|
|
|
| ||
|
| NSI |
| AlphaPoint |
| Adjustments |
| Ref |
| Combined |
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents | $ | 102,316 | $ | 1,931 |
|
|
|
| $ | 104,247 |
Accounts Receivable |
| 2,140,156 |
| - |
|
|
|
|
| 2,140,156 |
Other Current Assets |
| 23,461 |
| - |
|
|
|
|
| 23,461 |
Total Current Assets |
| 2,265,933 |
| 1,931 |
|
|
|
|
| 2,267,864 |
|
|
|
|
|
|
|
|
|
|
|
Property and equipment |
| 57,333 |
| - |
|
|
|
|
| 57,333 |
Software development costs, net of accumulated amortization of $198,086 respectively |
| - |
| 42,078 |
|
|
|
|
| 42,078 |
|
|
|
|
|
|
|
|
|
|
|
Other Assets |
|
|
|
|
|
|
|
|
|
|
Goodwill |
| 278,042 |
| - |
|
|
|
|
| 278,042 |
Other Assets |
| 87,607 |
| - |
|
|
|
|
| 87,607 |
Notes Receivable - Related Parties |
| 97,923 |
| - |
|
|
|
|
| 97,923 |
Total Other Assets |
| 463,572 |
| - |
|
|
|
|
| 463,572 |
|
|
|
|
|
|
|
|
|
|
|
Total Assets | $ | 2,802,332 | $ | 44,009 |
|
|
|
| $ | 2,846,341 |
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
|
|
Line of Credit | $ | 277,988 | $ | - |
|
|
|
| $ | 277,988 |
Accounts Payable |
| 1,298,990 |
| - |
|
|
|
|
| 1,298,990 |
Note Payable - Related Parties |
| 224,990 |
| 1,084,677 |
|
|
|
|
| 1,309,667 |
Accrued Expenses |
| 103,898 |
| 60,972 |
|
|
|
|
| 164,870 |
Deferred Revenue |
| 75,000 |
| 19,360 |
|
|
|
|
| 94,360 |
Accrued Distributions |
| 126,770 |
| - |
|
|
|
|
| 126,770 |
Total Current Liabilities |
| 2,107,636 |
| 1,165,009 |
|
|
|
|
| 3,272,645 |
|
|
|
|
|
|
|
|
|
|
|
Long-Term Liabilities |
|
|
|
|
|
|
|
|
|
|
Notes Payable |
| 90,713 |
| - |
|
|
|
|
| 90,713 |
Notes Payable - Related Party |
| 78,000 |
| - |
|
|
|
|
| 78,000 |
Stock Contingency |
| - |
| - |
|
|
|
|
| - |
Total Long Term Liabilities |
| 168,713 |
| - |
|
|
|
|
| 168,713 |
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
| 1,095,674 |
| 1,196,928 |
|
|
|
|
| 3,441,358 |
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
Common Stock, $.01 par value |
| 35,500 |
| 575,500 |
|
|
| (1) |
| 611,000 |
APIC |
| 120,622 |
| 247,000 |
|
|
|
|
| 367,622 |
Retained Earnings |
| 369,861 |
| (1,943,500) |
|
|
|
|
| (1,573,639) |
Total Stockholders' Equity |
| 525,983 |
| (1,121,000) |
|
|
|
|
| (595,017) |
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders' Equity | $ | 2,802,332 | $ | 44,009 |
|
|
|
| $ | 2,846,341 |
Specific pro forma adjustments are:
(1)
To record the issuance of common stock
ALPHAPOINT TECHNOLOGIES
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For Twelve months ended December 31, 2013
(Unaudited)
|
| Historical |
| Pro Form |
|
|
|
| ||||||
|
| NSI |
| AlphaPoint |
| Adjustments |
| Ref |
| Combined | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Revenue | $ | 9,838,375 | $ | 29,496 |
|
|
|
| $ | 9,867,871 | ||||
Cost of Goods Sold |
| (7,581,060) |
| - |
|
|
|
|
| (7,581,060) | ||||
Gross Profit |
| 2,257,315 |
| 29,496 |
|
|
|
|
| 2,286,811 | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
| ||||
Marketing and sales |
| 1,074,246 |
| 7,859 |
|
|
|
|
| 1,082,105 | ||||
Compensation |
| - |
| 50,150 |
|
|
|
|
| 50,150 | ||||
Stock Based Compensation |
| - |
| 525,000 |
|
|
|
|
| 525,000 | ||||
Professional Fees |
| - |
| 28,799 |
|
|
|
|
| 28,799 | ||||
General and Administrative |
| 1,096,347 |
| 78,273 |
|
|
|
|
| 1,174,620 | ||||
Bad Debt Expense |
| - |
| 33,313 |
|
|
|
|
| 33,313 | ||||
Research and Development |
| - |
| - |
|
|
|
|
| - | ||||
Depreciation and Amortization |
| - |
| 50,928 |
|
|
|
|
| 50,928 | ||||
Total Operating Expenses |
| 2,170,593 |
| 774,322 |
|
|
|
|
| 2,944,915 | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Net loss from operations |
| 86,722 |
| (744,826) |
|
|
|
|
| (658,104) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Other income (expenses) |
|
|
|
|
|
|
|
|
|
| ||||
Other Income |
| 52 |
|
|
|
|
|
|
| 52 | ||||
Interest expenses |
| (36,093) |
| (14,413) |
|
|
|
|
| (50,506) | ||||
Income taxes |
| - |
| - |
|
|
|
|
| - | ||||
Total Other Expenses |
| (36,041) |
| (14,413) |
|
|
|
|
| (50,454) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Net loss | $ | 50,681 | $ | (759,239) |
|
|
|
| $ | (708,558) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Earnings (loss) per share, |
|
|
|
|
|
|
|
|
|
| ||||
Basic and diluted | $ |
| $ | -0.01 |
|
|
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
Weighted average shares outstanding primary and dilutive |
|
|
| 55,666,438 |
|
|
|
|
|
| ||||