| Schedule of Fair Value Adjustments for Shares of Series B and Series M Preferred Stock |
The fair value of the purchase price components outlined above was $16.0 million due to fair value adjustments for the shares of Series B Stock and Series M Stock, as detailed below (in $000’s):
|
|
|
|
|
|
|
|
|
| Common stock |
|
$ |
7,448 |
|
| Series B preferred stock |
|
8,552 |
|
| Total purchase price |
|
$ |
16,000 |
|
|
| Schedule of Purchase Price Allocation of Purchase for ALT5 Subsidiary to Acquired Identifiable Assets, Liabilities Assumed and Goodwill |
The table below outlines the purchase price allocation of the purchase for ALT5 Subsidiary to the acquired identifiable assets, liabilities assumed and goodwill (in $000’s):
|
|
|
|
|
|
|
|
|
|
|
|
| Total purchase price |
|
|
$ |
16,000 |
|
| Accounts payable |
|
|
267 |
|
| Digital assets payable |
|
|
16,763 |
|
| Debt |
|
|
7,613 |
|
| Total liabilities assumed |
|
|
24,643 |
|
| Total consideration |
|
|
40,643 |
|
| Cash |
|
|
5,853 |
|
| Accounts receivable |
|
|
2,917 |
|
| Digital assets receivable |
|
|
9,082 |
|
| Intangible assets |
|
|
|
| Customer relationships |
|
$ |
13,925 |
|
|
| Trade names |
|
2,675 |
|
|
| Developed technology |
|
1,850 |
|
|
| Subtotal intangible assets |
|
|
18,450 |
|
| Other |
|
|
492 |
|
| Total assets acquired |
|
|
36,794 |
|
| Total goodwill |
|
|
$ |
3,849 |
|
and an
|
| Schedule of Proforma Information |
The table below presents selected proforma information for the Company for the thirteen and twenty-six week periods ended September 28, 2024, assuming that the acquisition had occurred on January 1, 2023 (the beginning of the Company’s 2023 fiscal year), pursuant to ASC 805-10-50 (in $000’s). This proforma information does not purport to
represent what the actual results of operations of the Company would have been had the acquisition occurred on that date, nor does it purport to predict the results of operations for future periods.
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|
|
|
|
|
|
|
|
|
|
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|
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|
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|
|
|
|
As Reported |
|
Adjustments |
|
Proforma |
|
ALT5 Sigma Corporation Unaudited 13 weeks ended September 28, 2024 |
|
ALT5 Subsidiary Unaudited 13 weeks ended September 28, 2024 |
|
Adjustments(1) |
|
ALT5 Sigma Corporation for the 13 weeks ended September 28, 2024 |
| Net revenue |
$ |
4,941 |
|
|
$ |
— |
|
|
|
|
$ |
4,941 |
|
| Net income |
$ |
(822) |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(822) |
|
| Earnings per basic common share |
$ |
(0.06) |
|
|
|
|
|
|
$ |
0.10 |
|
| Earnings per basic diluted share |
$ |
(0.06) |
|
|
|
|
|
|
$ |
0.10 |
|
|
|
|
|
|
|
|
|
|
As Reported |
|
Adjustments |
|
Proforma |
|
ALT5 Sigma Corporation Unaudited 13 weeks ended September 30, 2023 |
|
ALT5 Subsidiary Unaudited 13 weeks ended September 30, 2023 |
|
Adjustments(1) |
|
ALT5 Sigma Corporation for the 13 weeks ended September 30, 2023 |
| Net revenue |
$ |
— |
|
|
$ |
1,657 |
|
|
|
|
$ |
1,657 |
|
| Net income |
$ |
(214) |
|
|
$ |
953 |
|
|
$ |
(537) |
|
|
$ |
202 |
|
| Earnings per basic common share |
$ |
(0.05) |
|
|
|
|
|
|
$ |
0.05 |
|
| Earnings per basic diluted share |
$ |
(0.05) |
|
|
|
|
|
|
$ |
0.05 |
|
|
|
|
|
|
|
|
|
|
As Reported |
|
Adjustments |
|
Proforma |
|
ALT5 Sigma Corporation Unaudited 39 weeks ended September 28, 2024 |
|
ALT5 Subsidiary Unaudited 39 weeks ended September 28, 2024 |
|
Adjustments(1) |
|
ALT5 Sigma Corporation for the 39 weeks ended September 28, 2024 |
| Net revenue |
$ |
7,110 |
|
|
$ |
2,918 |
|
|
|
|
$ |
10,028 |
|
| Net income |
$ |
(2,377) |
|
|
$ |
71 |
|
|
$ |
(806) |
|
|
$ |
(3,112) |
|
| Earnings per basic common share |
$ |
(0.24) |
|
|
|
|
|
|
$ |
(0.36) |
|
| Earnings per basic diluted share |
$ |
(0.24) |
|
|
|
|
|
|
$ |
(0.36) |
|
|
|
|
|
|
|
|
|
|
As Reported |
|
Adjustments |
|
Proforma |
|
ALT5 Sigma Corporation Unaudited 39 weeks ended September 30, 2023 |
|
ALT5 Subsidiary Unaudited 39 weeks ended September 30, 2023 |
|
Adjustments(1) |
|
ALT5 Sigma Corporation for the 39 weeks ended September 30, 2023 |
| Net revenue |
$ |
— |
|
|
$ |
4,912 |
|
|
|
|
$ |
4,912 |
|
| Net income |
$ |
9,993 |
|
|
$ |
2,345 |
|
|
$ |
(1,611) |
|
|
$ |
10,727 |
|
| Earnings per basic common share |
$ |
2.71 |
|
|
|
|
|
|
$ |
2.91 |
|
| Earnings per basic diluted share |
$ |
2.71 |
|
|
|
|
|
|
$ |
2.91 |
|
(1)Adjustments are related to adjustments made for the following:
•Amortization expense of definite-lived intangible assets has been adjusted based on the preliminary fair value at the acquisition date.
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