Greetings millsy,
SOLAR3D, INC. (SLTD) just filed a Current report, item 9.01 .
A summary of the filing is available below:
SOLAR3D,: Unaudited Pro Forma Condensed Combined Financial Information
The following excerpt is from the company's SEC filing.
The following unaudited pro forma condensed combined financial information is based on the historical financial statements of Solar3D, Inc. (the Company) and MD Energy, LLC (MDE) after entering into an agreement in November 2014 giving effect to the Companys acquisition of MDE expected to close in February 2015. The notes to the unaudited pro forma condensed financial information describes the reclassifications and adjustments to the financial information presented.
The unaudited pro forma condensed combined balance sheet and the statement of operations for the nine months ended September 30, 2014, and the year ended December 31, 2013 are presented as if the acquisition of MDE had occurred on January 1, 2013 and were carried forward through each of the periods presented.
The allocation of the purchase price used in the unaudited pro forma condensed combined financial information is based upon the respective fair values of the assets and liabilities of MDE as of the date of acquisition.
The unaudited pro forma condensed combined financial information is not intended to represent or be indicative of the Companys consolidated results of operations or financial position that the Company would have reported had the MDE acquisition been completed as of the dates presented, and should not be taken as a representation of the Companys future consolidated results of operation or financial position.
The unaudited pro forma condensed combined financial information should be read in conjunction with the historical consolidated financial statements and accompanying notes of the Company included in the annual repor t on form 10K for the year ended December 31, 2014.
ProForma Adjustments ProForma SOLAR3D MDE (Unaudited) (Unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 1,288,855 $ 489,936 $ - $ 1,778,791 Accounts receivable 1,082,436 - - 1,082,436 Contracts receivable -740,697 - 740,697 Inventory 89,821 - - 89,821 Costs and estimated earnings in excess of billings 1,551,854 146,814 -1,698,668 Prepaid expense 289,422 - - 289,422 Other receivable 107,458 150,442 257,900 - TOTAL CURRENT ASSETS 4,409,846 1,527,889 - 5,937,735 PROPERTY & EQUIPMENT, at cost Equipment, computer, software, furniture & fixtures, and automotive 126,989 83,389 - 210,378 Less accumulated depreciation (85,567 ) (5,000 ) - (90,567 ) - NET PROPERTY AND EQUIPMENT 41,422 78,389 - 119,811 OTHER ASSETS Security deposit 7,000 - - 7,000 Goodwill 2,599,268 - 3,003,608 (A) 5,602,876 Patents 23,161 - - 23,161 - TOTAL OTHER ASSETS 2,629,429 - 3,003,608 5,633,037 - TOTAL ASSETS $ 7,080,697 $ 1,606,278 $ 3,003,608 11,690,583 LIABILITIES AND SHAREHOLDERS'DEFICIT CURRENT LIABILITIES Accounts payable $ 1,829,925 $ 473,496 $ - 2,303,421 Billings in excess of costs and estimated earnings 939,364 257,007 - 1,196,371 Accrued expenses and other liabilities 310,616 - - 310,616 Customer deposits 48,141 - - 48,141 Other liabilities 10,810 79,383 - 90,193 Derivative liability 12,879,105 - - 12,879,105 Convertible promissory note, net of beneficial conversion feature of $478,723 646,277 - - 646,277 Convertible promissory note payable,net of discount $164,385 1,097,615 - 3,800,000 (C) 4,897,615 - TOTAL CURRENT LIABILITIES 17,761,853 809,886 3,800,000 22,371,739 SHAREHOLDERS'DEFICIT Preferred stock, $.001 par value; 5,000,000 authorized shares; - - - Common stock, $.001 par value; 1,000,000,000 authorized shares; 330,154,485 shares issued and outstanding 330,154 - - 330,154 Additional paid in capital 22,513,814 - - 22,513,814 Members' Equity - 796,392 (796,392 ) (B) - Retained earnings (deficit) (33,525,124 ) - - (33,525,124 ) - TOTAL SHAREHOLDERS' DEFICIT (10,681,156 ) 796,392 (796,392 ) (10,681,156 ) - TOTAL LIABILITIES AND SHAREHOLDERS'DEFICIT $ 7,080,697 $ 1,606,278 $ 3,003,608 11,690,583
ProForma Adjustments ProForma SOLAR3D MDE (Unaudited) (Unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 10,422 $ 377,080 $ - $ 387,502 Contracts receivable - 85,166 - 85,166 Costs and estimated earnings in excess of billings - 13,557 - 13,557 Prepaid expense 4,862 420,500 - 425,362 Other receivable - - - - TOTAL CURRENT ASSETS 15,284 896,303 - 911,587 PROPERTY & EQUIPMENT, at cost Equipment, computer, software, furniture & fixtures, and automotive 79,705 2,926 - 82,631 Less accumulated depreciation (72,971 ) (418 ) - (73,389 ) - NET PROPERTY AND EQUIPMENT 6,734 2,508 - 9,242 OTHER ASSETS Security deposit 2,000 - - 2,000 Goodwill - - 3,646,826 (A) 3,646,826 Patents 23,161 - - 23,161 - TOTAL OTHER ASSETS 25,161 -3,646,826 3,671,987 - TOTAL ASSETS $ 47,179 $ 898,811 $ 3,646,826 4,592,816 LIABILITIES AND SHAREHOLDERS'DEFICIT CURRENT LIABILITIES Accounts payable $ 73,791 $ 137,326 $ -211,117 Billings in excess of costs and estimated earnings -608,311 - 608,311 Accrued expenses and other liabilities 82,950 - - 82,950 Other liabilities - - - - Derivative liability 2,822,430 - -2,822,430 Convertible promissory note payable,net of discount $204,020 515,397 - 3,800,000 (C) 4,315,397 - TOTAL CURRENT LIABILITIES 3,494,568 745,637 3,800,000 8,040,205 SHAREHOLDERS'DEFICIT Preferred stock, $.001 par value; 5,000,000 authorized shares; - - - Common stock, $.001 par value; 1,000,000,000 authorized shares; 213,290,259 shares issued and outstanding 213,289 - - 213,289 Additional paid in capital 12,286,429 - - 12,286,429 Members' Equity - 153,174 (153,174 ) (B) - Retained earnings (deficit) (15,947,107 ) - -(15,947,107 ) - TOTAL SHAREHOLDERS' DEFICIT (3,447,389 ) 153,174 (153,174 ) (3,447,389 ) - TOTAL LIABILITIES AND SHAREHOLDERS'DEFICIT $ 47,179 $ 898,811 $ 3,646,826 4,592,816
The unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed statements of operations for the nine months ended September 30, 2014, and the year ended December 31, 2013, are based on the historical financial statements of Solar3D, Inc. (the Company) and MD Energy, LLC (MDE) after giving effect to the Companys expected acquisition of MDE during the month of February 2015, and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial information.
The Company accounts for business combinations pursuant to Accounting Standards Codification ASC 805, Business Combinations. In accordance with ASC 805, the Company uses it best estimates and assumptions to accurately assign fair value to the assets acquired and the liabilities assumed at the acquisition date. Goodwill as of the acquisition date is measured as the excess of the purchase consideration over the fair value of the assets acquired and the liabilities assumed.
The fair values assigned to MDEs assets acquired and liabilities assumed are based on managements estimates and assumptions. The estimated fair values of these assets acquired and liabilities assumed are considered preliminary and are based on the information that was available as of the date of acquisition. The Company believes that the information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but is waiting for additional information, primarily related to estimated values of current and non current income taxes payable and deferred taxes, which are subject to change, pending the finalization of certain tax returns. The Company expects to finalize the valuation of the assets and liabilities as soon as practicable, but not later than one year from the acquisition date.
For purposes of these unaudited pro forma condensed combined financial information, MDEs historical nine mon ths ended September 30, 2014, and the year ended December 31, 2013, have been aligned to more closely conform to the Companys financial information, as explained below. Certain pro forma adjustments were made to conform MDEs accounting policies to the Companys accounting policies as noted below.
The unaudited pro forma condensed combined balance sheet and statement of operations for the nine months ended September 30, 2014, and the year ended December 31, 2013 are presented as if the acquisition of MDE had occurred on January 1, 2013 and were carried forward through each of the periods presented.
The Company reclassified certain accounts in the presentation of MDEs historical financial statements in order to conform to the Companys presentation.
During the month of November 2014, Solar3D, Inc. (SLTD) entered into an agreement to acquire 100% of the membership interest of MD Energy, LLC (MDE) expected to close in February 2015. The transaction will be accounted for under ASC 805, for cash in the amount of $1,000,000, and convertible promissory notes for $2,800,000. MDE is engaged in energy, infrastructure, electrical and building construction. The acquisition is designed to enhance our services for solar technology. MDE will be a wholly-owned subsidiary of SLTD.
Under the purchase method of accounting, the transactions will be valued for accounting purposes at $3,800,000, which will be the estimated fair value of the Company at date of acquisition. The assets and liabilities of MDE will be recorded at their respective fair values as of the date of acquisition, and the following table summarizes these values.
(A) To record the preliminary estimate of goodwill for the Companys acquisition of MDE. The preliminary estimate of goodwill represents the excess of the purchase consideration over the estimated fair value of the assets acquired and the liabilities assumed.
(C) Record the purchase of 100% of MDEs member interest through the issuance of convertible notes in the amount of $2,800,000, and convertible notes in the amount of $1,000,000 for cash received.
The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here.
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