Exhibit 99.3
Unaudited Pro Forma Condensed Consolidated Financial Statements
On December 20, 2012, Revolution Lighting Technologies, Inc. (Revolution) completed its acquisition of Seesmart Technologies, Inc. (Seesmart). The following unaudited pro forma condensed consolidated financial statements have been prepared to give pro forma effect to the completed acquisition, which was accounted for as a purchase, as if the acquisition, the related issuances of Revolutions common stock, Series C preferred stock, Series D preferred stock, and the repayment of Seesmarts outstanding convertible notes payable had occurred on the dates indicated.
The unaudited pro forma condensed consolidated financial statements include a balance sheet as of September 30, 2012 and statements of operations for the nine months ended September 30, 2012 and the year ended December 31, 2011. The unaudited pro forma condensed consolidated balance sheet was derived from the respective historical unaudited condensed consolidated balance sheets of Revolution and Seesmart as of September 30, 2012. The unaudited pro forma condensed consolidated statements of operations were derived from the respective historical unaudited statements of operations of Revolution and Seesmart for the nine months ended September 30, 2012 and the respective audited consolidated financial statements for the year ended December 31, 2011.
The unaudited pro forma condensed consolidated balance sheet gives effect to the acquisition and related transactions as if they had occurred on September 30, 2012. The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2012 and for the year ended December 31, 2011 gives effect to the acquisition and related transactions as if they had occurred on January 1, 2011.
The unaudited pro forma condensed consolidated financial statements, and the accompanying notes, should be read in conjunction with Revolutions historical financial statements and related notes, Revolutions Managements Discussion and Analysis of Financial Condition and Results of Operations contained in Revolutions Annual Report on Form 10-K for the year ended December 31, 2011 and Quarterly Report on Form 10-Q for the nine months ended September 30, 2012, and Seesmarts consolidated financial statements included elsewhere in this Current Report on Form 8-K/A.
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 are not indicative of what the financial position might have been or what results of operations might have been achieved had the acquisition and related transactions occurred as of the dates indicated or the financial position or results of operations that might be achieved for any future periods.
Revolution Lighting Technologies, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
| As of September 30, 2012 | ||||||||||||||||||||
| Historical | Historical | Pro Forma | Pro Forma | |||||||||||||||||
| Revolution | Seesmart | Adjustments | Consolidated | |||||||||||||||||
| ASSETS: | ||||||||||||||||||||
| Current Assets: |
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| Cash and cash equivalents |
$ | 4,297,721 | $ | 181,592 | $ | 9,936,326 | A | $ | 1,012,709 | |||||||||||
| (10,106,962 | ) | B | ||||||||||||||||||
| (3,295,968 | ) | E | ||||||||||||||||||
| Trade accounts receivable, less allowance for doubtful accounts |
594,640 | 1,762,635 | | 2,357,275 | ||||||||||||||||
| Inventories, less reserves |
1,336,677 | 951,335 | | 2,288,012 | ||||||||||||||||
| Prepaid expenses |
92,890 | 166,823 | | 259,713 | ||||||||||||||||
| Other assets |
8,772 | 230,178 | | 238,950 | ||||||||||||||||
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| Total current assets |
6,330,700 | 3,292,563 | (3,466,604 | ) | 6,156,659 | |||||||||||||||
| Property and equipment |
509,247 | 756,505 | (513,903 | ) | D | 751,849 | ||||||||||||||
| Accumulated depreciation and amortization |
(364,131 | ) | (513,903 | ) | 513,903 | D | (364,131 | ) | ||||||||||||
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| Net property and equipment |
145,116 | 242,602 | | 387,718 | ||||||||||||||||
| Goodwill |
| | 13,028,214 | C | 13,028,214 | |||||||||||||||
| Other intangible assets, less accumulated amortization |
1,418,841 | | 9,692,000 | C | 11,110,841 | |||||||||||||||
| Other assets, net |
9,295 | 21,033 | | 30,328 | ||||||||||||||||
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| Total assets |
$ | 7,903,952 | $ | 3,556,198 | $ | 19,253,610 | $ | 30,713,760 | ||||||||||||
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| LIABILITIES AND STOCKHOLDERS EQUITY |
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| Current Liabilities: |
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| Accounts payable |
$ | 772,642 | $ | 2,170,257 | $ | | $ | 2,942,899 | ||||||||||||
| Accrued liabilities |
135,707 | 1,329,240 | (219,101 | ) | E | 1,245,846 | ||||||||||||||
| Deferred revenue |
| 225,339 | | 225,339 | ||||||||||||||||
| Customer deposits |
| 1,388,337 | | 1,388,337 | ||||||||||||||||
| Factor liability |
| 530,550 | | 530,550 | ||||||||||||||||
| Other debt |
| 24,235 | | 24,235 | ||||||||||||||||
| Convertible notes payable |
| 2,564,056 | 512,811 | C | | |||||||||||||||
| (3,076,867 | ) | E | ||||||||||||||||||
| Related party payable |
3,868 | | | 3,868 | ||||||||||||||||
| Accrued compensation and benefits |
91,337 | | | 91,337 | ||||||||||||||||
| Current portion of deferred rent |
1,330 | | | 1,330 | ||||||||||||||||
| Other current liabilities |
280 | 87,001 | | 87,281 | ||||||||||||||||
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| Total current liabilities |
1,005,164 | 8,319,015 | (2,783,157 | ) | 6,541,022 | |||||||||||||||
| Deferred revenue |
| 1,299,642 | | 1,299,642 | ||||||||||||||||
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| Total liabilities |
1,005,164 | 9,618,657 | (2,783,157 | ) | 7,840,664 | |||||||||||||||
| Stockholders Equity: |
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| Series B convertible preferred stock |
$ | 5,195,225 | $ | | $ | | $ | 5,195,225 | ||||||||||||
| Series C convertible preferred stock |
| | 9,936,326 | A | 9,936,326 | |||||||||||||||
| Series D convertible preferred stock |
| | 1,006,402 | B | 1,006,402 | |||||||||||||||
| Common stock |
17,453 | 110,365 | (110,365 | ) | C | 30,110 | ||||||||||||||
| 12,657 | B | |||||||||||||||||||
| Additional paid-in capital |
50,638,575 | 7,007,662 | (7,007,662 | ) | C | 55,657,498 | ||||||||||||||
| 5,018,923 | B | |||||||||||||||||||
| Accumulated deficit |
(48,952,465 | ) | (13,180,486 | ) | 13,180,486 | C | (48,952,465 | ) | ||||||||||||
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| Total stockholders equity |
6,898,788 | (6,062,459 | ) | 22,036,767 | 22,873,096 | |||||||||||||||
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| $ | 7,903,952 | $ | 3,556,198 | $ | 19,253,610 | $ | 30,713,760 | |||||||||||||
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See accompanying notes to unaudited pro forma condensed consolidated financial statements.
Revolution Lighting Technologies, Inc.
Unaudited Pro Forma Condensed Consolidated Statements of Income
| For the Nine Months Ended September 30, 2012 | ||||||||||||||||||||
| Historical | Historical | Pro Forma | Pro Forma | |||||||||||||||||
| Revolution | Seesmart | Adjustments | Consolidated | |||||||||||||||||
| Revenue |
$ | 3,452,067 | $ | 5,942,396 | $ | | $ | 9,394,463 | ||||||||||||
| Cost of sales |
3,830,215 | 4,091,556 | | 7,921,771 | ||||||||||||||||
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| Gross (loss) profit |
(378,148 | ) | 1,850,840 | | 1,472,692 | |||||||||||||||
| Operating expenses: |
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| Selling, general and administrative |
3,854,782 | 3,704,272 | 484,600 | F | 8,043,654 | |||||||||||||||
| Research and development |
448,920 | 539,427 | | 988,347 | ||||||||||||||||
| Impairment charge |
3,397,212 | | | 3,397,212 | ||||||||||||||||
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| Total operating expenses |
7,700,914 | 4,243,699 | 484,600 | 12,429,213 | ||||||||||||||||
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| Operating loss |
(8,079,062 | ) | (2,392,859 | ) | (484,600 | ) | (10,956,521 | ) | ||||||||||||
| Non-operating income (expense): |
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| Interest expense |
(210,014 | ) | (177,253 | ) | 146,580 | G | (240,687 | ) | ||||||||||||
| Gain (loss) on debt restructuring |
1,048,308 | (1,700,000 | ) | | (651,692 | ) | ||||||||||||||
| Other income |
107 | | | 107 | ||||||||||||||||
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| Total non-operating income (expense), net |
838,401 | (1,877,253 | ) | 146,580 | (892,272 | ) | ||||||||||||||
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| Loss from continuing operations |
$ | (7,240,661 | ) | $ | (4,270,112 | ) | $ | (338,020 | ) | (11,848,793 | ) | |||||||||
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| Basic and diluted loss per common share: |
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| Loss from continuing operations |
$ | (0.44 | ) | $ | (0.49 | ) | ||||||||||||||
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| Basic and diluted weighted average shares Outstanding |
16,474,716 | 7,740,893 | H | 24,215,609 | ||||||||||||||||
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See accompanying notes to unaudited pro forma condensed consolidated financial statements.
Revolution Lighting Technologies, Inc.
Unaudited Pro Forma Condensed Consolidated Statements of Income
| For the Year Ended December 31, 2011 | ||||||||||||||||||||
| Historical | Historical | Pro Forma | Pro Forma | |||||||||||||||||
| Revolution | Seesmart | Adjustments | Consolidated | |||||||||||||||||
| Revenue |
$ | 8,987,848 | $ | 9,399,664 | $ | | $ | 18,387,512 | ||||||||||||
| Cost of sales |
7,075,063 | 6,284,536 | | 13,359,599 | ||||||||||||||||
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| Gross profit |
1,912,785 | 3,115,128 | | 5,027,913 | ||||||||||||||||
| Operating expenses: |
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| Selling, general and administrative |
5,981,212 | 4,901,634 | 646,133 | F | 11,528,979 | |||||||||||||||
| Research and development |
833,876 | 339,056 | | 1,172,932 | ||||||||||||||||
| Impairment charge |
407,369 | | | 407,369 | ||||||||||||||||
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| Total operating expenses |
7,222,457 | 5,240,690 | 646,133 | 13,109,280 | ||||||||||||||||
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| Operating loss |
(5,309,672 | ) | (2,125,562 | ) | (646,133 | ) | (8,081,367 | ) | ||||||||||||
| Non-operating income (expense): |
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| Interest expense |
(126,731 | ) | (257,380 | ) | 140,689 | G | (243,422 | ) | ||||||||||||
| Interest income |
569 | | | 569 | ||||||||||||||||
| Other income |
10,920 | | | 10,920 | ||||||||||||||||
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| Total non-operating expense, net |
(115,242 | ) | (257,380 | ) | 140,689 | (231,933 | ) | |||||||||||||
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| Loss from continuing operations |
$ | (5,424,914 | ) | $ | (2,382,942 | ) | $ | (505,444 | ) | $ | (8,313,300 | ) | ||||||||
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| Basic and diluted loss per common share: |
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| Loss from continuing operations |
$ | (0.33 | ) | $ | (0.34 | ) | ||||||||||||||
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| Basic and diluted weighted average shares outstanding |
16,405,789 | 7,740,893 | H | 24,146,682 | ||||||||||||||||
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See accompanying notes to unaudited pro forma condensed consolidated financial statements.
Revolution Lighting Technologies, Inc.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
| Note 1. | Basis of Presentation |
The unaudited pro forma condensed consolidated statements of income of Revolution Lighting Technologies, Inc. (Revolution) for the nine months ended September 30, 2012 and the year ended December 31, 2011 give effect to the acquisition of Seesmart Holdings (Seesmart) the related issuances of common stock, Series C convertible preferred stock, Series D convertible preferred stock and the repayment of Seesmarts convertible notes as if they had been completed on January 1, 2011. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2012 gives effect to the acquisition and related transactions as if they had occurred on September 30, 2012.
The unaudited pro forma condensed consolidated statements of income and unaudited pro forma condensed consolidated balance sheet were derived by adjusting Revolutions historical financial statements for the acquisition of Seesmart. The unaudited pro forma condensed consolidated balance sheet and unaudited pro forma condensed consolidated statements of income are provided for informational purposes only and are not indicative of Revolutions financial position or results of operations had the transaction been consummated on the dates indicated or financial position or results of operations for any future period or date.
The unaudited pro forma condensed consolidated balance sheet and unaudited condensed consolidated statements of income and accompanying notes should be read in conjunction with Revolutions historical financial statements and related notes, Revolutions Managements Discussion and Analysis of Financial Condition and Results of Operations contained in Revolutions Annual Report on Form 10-K for the year ended December 31, 2011, and the Quarterly Report on Form 10-Q for the nine months ended September 30, 2012, and Seesmarts consolidated financial statements included elsewhere in this Current Report on Form 8-K.
| Note 2. | Preliminary Purchase Price |
The unaudited pro forma condensed consolidated financial statements reflect a preliminary purchase price of $16,144,944, consisting of cash of $10,106,962 of which, $9,936,326 was financed through the issuance of Revolutions Series C preferred stock and $170,636 using cash on hand, and the issuance of 11,915 shares of Series D convertible preferred stock valued at $1,006,402, net of issuance costs, and 7,740,893 shares of common stock valued at $5,031,580 on the date of the acquisition. The purchase price is subject to adjustment based on actual working capital which is to be finalized subsequent to the closing date, which has yet to be finalized.
In the accompanying September 30, 2012 unaudited pro forma condensed consolidated balance sheet, the total purchase price is allocated to the tangible and identifiable intangible assets and the liabilities of Seesmart based on their estimated fair values as of the date of the acquisition in accordance with the acquisition method of accounting and includes the estimated fair value of trademarks of $3,341,000 and customer relationships of $6,351,000. Preliminarily the excess of the purchase price over the fair value of acquired assets and liabilities (goodwill) is $13,028,214. The valuation of acquired assets and liabilities is preliminary and subject to adjustment, which may be material. The following summarizes the allocation of the purchase price:
| Cash and cash equivalents |
$ | 181,592 | ||
| Trade accounts receivable |
1,762,635 | |||
| Inventories |
951,335 | |||
| Goodwill |
13,028,214 | |||
| Other intangible assets |
9,692,000 | |||
| Other assets |
660,636 | |||
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| Total assets |
$ | 26,276,412 | ||
| Accounts payable and accrued liabilities |
$ | 3,499,497 | ||
| Deferred revenue and customer deposits |
2,913,318 | |||
| Convertible notes payable |
3,076,867 | |||
| Other liabilities |
641,786 | |||
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| Total liabilities |
10,131,468 | |||
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| Preliminary purchase price |
$ | 16,144,944 | ||
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No deferred income taxes are reflected in pro forma condensed consolidated financial statements as the estimated deferred assets of as of September 30,2012, for which a full valuation allowance as been provided, exceeds the deferred tax liability resulting from the recording the estimated fair value of amortizable intangibles.
| Note 3. | Pro Forma Adjustments |
The pro forma adjustments made herein are based upon managements preliminary estimates of the value of the tangible and intangible assets acquired. These estimates are subject to finalization. Final allocation may differ materially from the estimates reflected in these proforma condensed consolidated financial statements
A Issuance of Series C preferred stock, net of issuance costs, to fund the acquisition: Reflects the cash received and the issuance of Series C convertible preferred stock.
B Record the purchase price, net of elimination entries: Reflects the cash consideration of $10,106,962, the issuance of 11,915 shares of Series D preferred stock valued at $1,006,402, net of issuance costs, on the date of the acquisition and the issuance 7,740,893 shares of common stock valued at $5,031,580 on the date of the acquisition.
C Change in equity accounts due to acquisition and preliminary estimate of intangibles: Reflects the elimination of Seesmarts historical equity accounts and recording estimated fair value of intangible assets acquired and goodwill. Also reflects the increase to the fair value of Seesmarts convertible notes that were accelerated as a result of the change in control of Seesmart (Note E).
D Record the fair value of property and equipment on the acquisition date: Property and equipment is generally valued at replacement cost less depreciation. Given the nature of the property and equipment and their short lives, their carrying amount approximates fair value.
E Settlement of Seesmarts convertible debt, accrued interest, and 20% premium on principal: The change of control resulting from the acquisition triggered an obligation to pay Seesmarts convertible debt. The pro forma adjustment assumes settlement in cash although the Company has offered to settle the notes in common stock. The Company currently expects approximately 30% of the notes to be settled for common stock.
F Record amortization on acquired intangible assets: The pro forma adjustment records amortization on the intangible assets acquired during the Seesmart acquisition. The pro forma amortization reflects an estimated useful life of 15 years which is consistent with the timing of the underlying cash flows.
G Reduction in interest expense due to settlement of Seesmarts convertible debt: The pro forma adjustment removes interest expense incurred by Seesmart on the convertible debt during the applicable periods.
H Change in the Weighted Average Shares Outstanding: The weighted average shares outstanding have been increased to reflect the 7,740,893 shares issued or to be issued in connection with the Seesmart acquisition. The effect of additional shares issuable under the Series C and Series D preferred stock have not been included in the pro forma shares outstanding as their effect would be anti dilutive.
I Provision for Income Taxes: No provision for income taxes has been reflected in the pro forma statements of income since any tax benefit recorded resulting the pro forma pre tax losses is offset by a corresponding increase in the valuation allowance.