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8-K/A - FORM 8-K/A - American Resources Corp | arec_8ka.htm |
EXHIBIT 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Quest Energy Inc, (the Company) acquired American Resources Corporation f/k/a NGFC Equities, Inc (NGFC) in a share exchange transaction (Merger). The Company exchanged its outstanding shares of 1,874 for newly issued preferred shares of NGFC totaling 4,817,792. The preferred shares carry a 33.33 to one voting right.
The Merger will be accounted for as a “reverse merger” and recapitalization since, immediately following the completion of the transaction, the holders of Quest’s stock will have effective control over NGFC. In addition, Quest will have control of the combined entity through control of the Board by designating all three board seats to be held by the existing board of Quest. Additionally, all of Quest’s officers will continue on as management of the combined entity after consummation of the Merger. For accounting purposes, Quest will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of NGFC. Accordingly, Quest’s assets, liabilities and results of operations will become the historical financial statements of the registrant, and the Company’s assets, liabilities and results of operations will be consolidated with NGFC effective as of the date of the closing of the Merger. No step-up in basis or intangible assets or goodwill will be recorded in this transaction.
The following unaudited pro forma condensed combined financial statements are based on our historical consolidated financial statements and NGFC’s historical consolidated financial statements as adjusted to give effect to the Company’s acquisition of NGFC. The unaudited pro forma condensed combined statements of operations for the three months ended December 31, 2016 and the twelve months ending September 30, 2016 give effect to the transaction as if they had occurred on October 1, 2016 and October 1, 2015, respectively. The unaudited pro forma condensed combined balance sheet as of December 31, 2016 gives effect to the transaction as if it had occurred on December 31, 2016.
The assumptions and estimates underlying the unaudited adjustments to the pro forma condensed combined financial statements are described in the accompanying notes, which should be read together with the pro forma condensed combined financial statements.
The unaudited pro forma condensed combined financial statements should be read together with the Company’s historical financial statements, which are included in the Company’s Form 8 K/A filed September 25, 2017 and NGFC’s Form 10-Q filed February 6, 2017.
1 |
AMERICAN RESOURCES CORP. AND SUBSIDIARIES | |||||||||||||||
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Unaudited Condensed Combined Pro Forma Balance Sheets | |||||||||||||||
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December 31, 2016 |
| American Resources Corp. f/k/a NGFC Equities |
|
| Quest Energy Inc. |
|
| Proforma Adjustment |
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| Notes |
| Proforma Combined |
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ASSETS | ||||||||||||||||||
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CURRENT ASSETS |
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Cash |
| $ | 64,546 |
|
| $ | 784,525 |
|
| $ | (24,767 | ) |
| (e) |
| $ | 824,304 |
|
Accounts Receivable |
|
| - |
|
|
| 2,753,199 |
|
|
| - |
|
|
|
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| 2,753,199 |
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Inventory |
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| 6,288 |
|
|
| - |
|
|
| (6,288 | ) |
| (e) |
|
| - |
|
Accounts Receivable - Other |
|
| - |
|
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| 199,701 |
|
|
| - |
|
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|
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| 199,701 |
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Total Current Assets |
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| 70,834 |
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| 3,737,425 |
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| (31,055 | ) |
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| 3,777,204 |
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OTHER ASSETS |
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Cash - restricted |
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| - |
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| 141,102 |
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| - |
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| 141,102 |
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Processing and rail facility |
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| - |
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| 2,914,422 |
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| - |
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| 2,914,422 |
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Underground equipment |
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| - |
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| 7,500,512 |
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| - |
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| 7,500,512 |
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Surface equipment |
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| - |
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| 3,751,054 |
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| - |
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| 3,751,054 |
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Less Accumulated Depreciation |
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| - |
|
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| (2,262,855 | ) |
|
| - |
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|
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| (2,262,855 | ) |
Land |
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| - |
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| 178,683 |
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| - |
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| 178,683 |
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Software, net |
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| 5,745 |
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| - |
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| - |
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| 5,745 |
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Accounts Receivable - Other |
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| - |
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| 196,347 |
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| - |
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| 196,347 |
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Note Receivable |
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| - |
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| 4,117,139 |
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| - |
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| 4,117,139 |
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Total Other Assets |
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| 5,745 |
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| 16,536,404 |
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| - |
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| 16,542,149 |
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TOTAL ASSETS |
| $ | 76,579 |
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| $ | 20,273,829 |
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| (31,055 | ) |
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| $ | 20,319,353 |
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LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||||||||||||
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CURRENT LIABILITIES |
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Accounts payable |
| $ | - |
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| $ | 2,196,060 |
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| $ | - |
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| $ | 2,196,060 |
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Accrued expenses |
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| 2,692 |
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| - |
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| - |
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| 2,692 |
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Other payable |
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| 14,158 |
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| - |
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| (7,864 | ) |
| (e) |
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| 6,294 |
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Deferred revenue |
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| 35,335 |
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| - |
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| (35,335 | ) |
| (e) |
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| - |
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Accrued management fee - related party |
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| - |
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| 17,840,615 |
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| - |
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| 17,840,615 |
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Accrued interest |
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| - |
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| 122,945 |
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| - |
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| 122,945 |
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Funds held for others |
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| - |
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| 24,987 |
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| - |
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| 24,987 |
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Due to affiliate |
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| - |
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| 74,000 |
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| - |
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| 74,000 |
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Current portion of long term-debt |
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| 50,000 |
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| 4,431,006 |
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| - |
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| 4,481,006 |
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Total Current Liabilities |
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| 102,185 |
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| 24,689,613 |
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| (43,199 | ) |
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| 24,748,599 |
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OTHER LIABILITIES |
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Long-term portion of note payable (net of issuance costs $451,389) |
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| - |
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| 4,964,941 |
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| - |
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| 4,964,941 |
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Reclamation liability |
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| - |
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| 18,126,873 |
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| - |
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| 18,126,873 |
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Total Other Liabilities |
|
| - |
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| 23,091,814 |
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|
| - |
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| 23,091,814 |
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Total Liabilities |
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| 102,185 |
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| 47,781,427 |
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| (43,199 | ) |
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| 47,840,413 |
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STOCKHOLDERS' DEFICIT |
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Quest - Common stock, $0 par value; 2,500 shares authorized; |
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1,874 issued and outstanding |
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| - |
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| - |
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| - |
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| (b) |
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| - |
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AREC - Class A Common stock: $.0001 par value; 900,000,000 shares |
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authorized, 611,993 shares issued and outstanding |
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for the period end |
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| 61 |
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| - |
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| 23 |
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| (a) |
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| 84 |
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AREC - Class B Common stock: $.0001 par value; 60,000,000 shares |
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authorized, 233,333 shares issued and outstanding for the period end |
|
| 23 |
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| - |
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| (23 | ) |
| (a) |
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| - |
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AREC - Series A Preferred stock: $.0001 par value; 5,000,000 shares |
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authorized, 4,817,792 shares issued and outstanding (recapitalization) |
|
| - |
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| - |
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| 482 |
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| (b) |
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| 482 |
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AREC - Series B Preferred stock: $.0001 par value; 20,000,000 shares |
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authorized, -0- shares issued and outstanding (recapitalization) |
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| - |
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| - |
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| - |
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| - |
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AREC - Unclassified ("blank check") Preferred stock: 75,000,000 shares |
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authorized, no shares issued and outstanding (recapitalization) |
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| - |
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| - |
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| - |
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|
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| - |
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Additional paid-in capital |
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| 1,149,462 |
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| 88,675 |
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| (1,252,216 | ) |
| (b)/(c) |
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| (14,079 | ) |
Accumulated deficit |
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| (1,251,734 | ) |
|
| (27,651,030 | ) |
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| 1,263,878 |
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| (c)/(e) |
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| (27,638,886 | ) |
Non controlling interest |
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| 76,582 |
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| 54,757 |
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|
| - |
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| 131,339 |
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Total Stockholders' Deficit |
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| (25,606 | ) |
|
| (27,507,598 | ) |
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| 12,144 |
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| (27,521,060 | ) |
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
| $ | 76,579 |
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| $ | 20,273,829 |
|
| $ | (31,055 | ) |
|
|
| $ | 20,319,353 |
|
The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.
2 |
AMERICAN RESOURCES CORP. AND SUBSIDIARIES | ||||||||||||||||||
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Unaudited Condensed Combined Pro Forma Statements of Operations | ||||||||||||||||||
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For the Three Months Ended December 31, 2016 | ||||||||||||||||||
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| American Resources Corp. f/k/a NGFC Equities |
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| Quest Energy Inc. |
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| Proforma Adjustment |
|
| Notes |
| Total |
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Total Revenue |
| $ | 56,129 |
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| $ | 5,876,765 |
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| $ | (56,129 | ) |
| (e) |
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| 5,876,765 |
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Total Expenses from Operations |
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| (72,692 | ) |
|
| (2,324,322 | ) |
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| 44,367 |
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| (e) |
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| (2,352,647 | ) |
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Net Loss from Operations |
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| (16,563 | ) |
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| 3,552,443 |
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| (11,762 | ) |
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| 3,524,118 |
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Other Income |
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| 1,284 |
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| 54,757 |
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|
| - |
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|
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| 56,041 |
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Amortization |
|
| - |
|
|
| (9,406 | ) |
|
| - |
|
|
|
|
| (9,406 | ) |
Loss on reclamation settlement |
|
| - |
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|
| (71,245 | ) |
|
| - |
|
|
|
|
| (71,245 | ) |
Interest |
|
| - |
|
|
| (271,408 | ) |
|
| - |
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|
|
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| (271,408 | ) |
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Net Income (Loss) |
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| (15,279 | ) |
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| 3,255,141 |
|
|
| (11,762 | ) |
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| 3,228,100 |
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Less: Net income attributable to Non Controlling Interest |
|
| (5,293 | ) |
|
| (54,757 | ) |
|
| - |
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| (60,050 | ) |
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Net Income (loss) attributable to Controlling Shareholders |
| $ | (20,572 | ) |
| $ | 3,200,384 |
|
| $ | (11,762 | ) |
|
|
| $ | 3,168,050 |
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Net Income (loss) per share - basic and diluted |
| $ | (0.02 | ) |
| $ | 1,738 |
|
| $ | - |
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| (d) |
| $ | 3.76 |
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Weighted average shares outstanding - basic and diluted |
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| 843,553 |
|
|
| 1,841 |
|
|
| (1,841 | ) |
| (d) |
|
| 843,553 |
|
The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.
3 |
AMERICAN RESOURCES CORP. AND SUBSIDIARIES | ||||||||||||||||||
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Unaudited Condensed Combined Pro Forma Statements of Operations | ||||||||||||||||||
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For the Twelve Months Ended September, 2016 | ||||||||||||||||||
|
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| American Resources Corp. f/k/a NGFC Equities |
|
| Quest Energy Inc. |
|
| Proforma Adjustment |
|
| Notes |
| Total |
| ||||
Total Revenue |
| $ | 147,282 |
|
| $ | 1,724,429 |
|
| $ | (147,282 | ) |
| (e) |
| $ | 1,724,429 |
|
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Total Expenses from Operations |
|
| (902,188 | ) |
|
| (27,056,696 | ) |
|
| 150,594 |
|
| (e) |
|
| (27,808,290 | ) |
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Net Loss from Operations |
|
| (754,906 | ) |
|
| (25,332,267 | ) |
|
| 3,312 |
|
|
|
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| (26,083,861 | ) |
|
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Long term capital loss |
|
| (550 | ) |
|
| - |
|
|
| - |
|
|
|
|
| (550 | ) |
Realized gain on marketable securities |
|
| 25,608 |
|
|
| - |
|
|
| - |
|
|
|
|
| 25,608 |
|
Unrealized loss on marketable securities |
|
| 9,796 |
|
|
| - |
|
|
| - |
|
|
|
|
| 9,796 |
|
Dividends received |
|
| 889 |
|
|
| - |
|
|
| - |
|
|
|
|
| 889 |
|
Interest |
|
| - |
|
|
| (12,156 | ) |
|
| - |
|
|
|
|
| (12,156 | ) |
Income from discontinued operations |
|
| 75,790 |
|
|
| - |
|
|
| - |
|
|
|
|
| 75,790 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Net Loss |
|
| (643,373 | ) |
|
| (25,344,423 | ) |
|
| 3,312 |
|
|
|
|
| (25,984,484 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Less: Net income attributable to Non Controlling Interest |
|
| (74,300 | ) |
|
| - |
|
|
| - |
|
|
|
|
| (74,300 | ) |
|
|
|
|
|
|
|
|
|
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|
|
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|
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|
Net loss attributable to Controlling Shareholders |
| $ | (717,673 | ) |
| $ | (25,344,423 | ) |
| $ | 3,312 |
|
|
|
| $ | (26,058,784 | ) |
|
|
|
|
|
|
|
|
|
|
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|
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Net loss per share - basic and diluted |
| $ | (0.86 | ) |
| $ | (13,819 | ) |
| $ | - |
|
| (d) |
| $ | (31.15 | ) |
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
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|
Weighted average shares outstanding - basic and diluted |
|
| 836,637 |
|
|
| 1,834 |
|
|
| (1,834 | ) |
| (d) |
|
| 836,637 |
|
The accompanying notes are an integral part of the unaudited pro forma condensed combined financial statements.
4 |
AMERICAN RESOURCES CORPORATION
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
December 31, 2016
NOTE 1 – Basis of Presentation
The historical consolidated financial statements have been adjusted in the pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the recapitalization (2) factually supportable and (3) with respect to the pro forma condensed combined statements of operations, expected to have a continuing impact on the combined results following the business combination.
The pro forma combined financial statements do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the acquisition occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the combined company. the actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
The combined pro forma financial information does not reflect the realization of any expected cost savings or other synergies from the acquisition of NGFC as a result of restructuring activities and other planned cost savings initiatives following the completion of the business combination.
The combined pro forma financial statements been retroactively restated to reflect the impact of authorization of up to 1,000,000,000 of which 900,000,000 shares are designated as Class A Common Stock, par value $.0001 per share; and 100,000,000 shares authorized as “blank check” preferred stock with 5,000,000 shares designated as Series A Convertible Preferred Stock with 1,000 (33.3 post reverse split) votes per share and 20,000,000 shares designated as Series B Convertible with one vote per share. In addition, the authorized Class B Common Stock class was eliminated by this action. The amendment was completed on March 31, 2017.
The combined pro forma financial statements have been retroactively restated to reflect the impact of the one-for-thirty stock split that was completed on May 23, 2017.
The company completed the acquisition of NGFC in a share exchange transaction. The company exchanged its outstanding shares of 1,874 for newly issued Series A Preferred shares of NGFC totaling 4,817,792.
NOTE 2– Pro forma Adjustments
The following adjustments have been reflected in the unaudited pro forma condensed combined financial information:
| (a) | Represents the conversion of Class B Common stock of NGFC to Class A Common stock of the NGFC. |
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| (b) | Represents the exchange of newly authorized Series A Preferred stock of NGFC with previously issued Common stock of the acquirer. |
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| (c) | Represents the elimination of NGFC’s accumulated deficit |
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| (d) | Represents change in earnings per share and weighted average shares outstanding due to the transaction |
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| (e) | Represents the planned disposal of ECI Latam Inc. as outlined in the share exchange agreement. ECI Latam Inc. is a subsidiary of NGFC. |
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