EX-99.7 9 ea166152ex99-7_ondas.htm THE UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS (AND RELATED NOTES) OF ONDAS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND TWELVE MONTHS ENDED DECEMBER 31, 2021

Exhibit 99.7

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On August 4, 2022, Ondas Holdings, Inc. (the “Company”) entered into a Plan of Merger and Equity Purchase Agreement (the “Agreement”) with Airobotics Ltd., an Israeli publicly traded company limited by shares.

Airobotics Ltd collects, analyses, and accesses information automatically using a UAV (“unmanned aerial vehicle” — multi-motor drone). Airobotics Ltd has developed systems that include data collection and data processing for valuable insights for customers, in an automated process, which does not require human contact and without human intervention, and provides its customers with end-to-end service, which enables the extraction of value from data collected from the airspace using an automated UAV, automatically, quickly, safely, and efficiently.

Pursuant to the Agreement, in exchange for every share of stock, warrant or option to purchase stock held by Airobotics Stockholders, Airobotics Ltd. Stockholders received 0.16806 shares of the Company’s stock, which included (i) 2,824,995 shares of the Company’s common stock; (ii) options exercisable for 1,087,706 shares issued under the Company’s incentive stock plan, of which 661,428 shares are vested; (iii) warrants exercisable for 588,430 shares of the Company’s common stock. Also, on September 20, 2022, the Company and Airobotics Ltd. entered into a Credit and Guaranty Agreement pursuant to which the Company has agreed to make a revolving loan available to Airobotics Ltd., commencing from October 3, 2022, in a principal amount of up to $1,500 thousand (the “Bridge Loan”). Amounts borrowed may be prepaid without penalty and reborrowed. The loan will accrue interest at a rate of 6% per annum and matures on the earlier to occur of February 1, 2023 and the termination of the Merger Agreement as a result of a breach or violation thereof by Airobotics Ltd. The Bridge Loan is secured by substantially all of the assets of Airobotics Ltd. In addition, Airobotics Inc., a subsidiary of Airobotics Ltd, has guaranteed its obligations under the Bridge Loan.

The following unaudited pro forma condensed combined financial statements are based on the Company’s audited and unaudited interim historical consolidated financial statements and Airobotics Ltd.’s audited historical and unaudited interim financial statements as adjusted to give effect to the Company’s acquisition of Airobotics Ltd. The unaudited pro forma condensed combined balance sheet as of June 30, 2022 gives effect to these transactions as if they occurred on June 30, 2022. The unaudited pro forma condensed combined statements of operations for the twelve months ended December 31, 2021 and the six months ended June 30, 2022 give effect to these transactions as if they occurred on January 1, 2021.

The unaudited pro forma condensed combined financial statements should be read together with the Company’s audited historical financial statements, which are included in the Company’s most recent Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 22, 2022, and the most recent Quarterly Report on Form 10-Q, which was filed with the Securities and Exchange Commission on August 9, 2022, and Airobotics Ltd.’s audited historical financial statements as of and for the year ended December 31, 2021 and unaudited financial statements as of and for the six months ended June 30, 2022 included in this report.

The unaudited pro forma combined financial information is provided for informational purpose only and is not intended to represent or be indicative of the consolidated results of operations or financial position that the Company would have reported had the Airobotics Ltd transaction closed on the dates indicated and should not be taken as representative of our future consolidated results of operations or financial position.

The pro forma adjustments related to the Agreement are described in the notes to the unaudited pro forma combined financial information and principally include the following:

        Pro forma adjustment to eliminate the Airobotics Ltd liabilities and owners’ equity not acquired.

        Pro forma adjustment to record the merger of the Company and Airobotics Ltd.

The adjustments to fair value and the other estimates reflected in the accompanying unaudited pro forma condensed consolidated financial statements may be materially different from those reflected in the combined company’s consolidated financial statements subsequent to the merger. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the future financial position or results of operations of the combined companies. Reclassifications and adjustments may be required if changes to Airobotics Ltd.’s financial presentation are needed to conform Airobotics Ltd.’s accounting policies to the accounting policies of Ondas Holdings, Inc.

These unaudited pro forma condensed combined financial statements do not give effect to any anticipated synergies, operating efficiencies or cost savings that may be associated with the Agreement. These financial statements also do not include any integration costs the companies may incur related to the Transactions as part of combining the operations of the companies.

1

ONDAS HOLDINGS INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
(
In thousands, except par value)

As of June 30, 2022
(Unaudited)

 



Ondas
Holdings Inc.

 

Airobotics
Ltd.
under
IFRS

 

Adjustments to GAAP and Reclassifications

 

Transaction
Accounting
Adjustments

 




Notes

 



Pro Forma
Consolidated

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Cash and cash equivalents

 

$

28,014

 

 

$

2,849

 

 

$

 

 

$

(1,500

)

 

C

 

$

29,363

 

Restricted cash

 

 

 

 

 

57

 

 

 

 

 

 

 

     

 

57

 

Accounts receivable, net

 

 

265

 

 

 

356

 

 

 

 

 

 

 

     

 

621

 

Inventory, net

 

 

1,270

 

 

 

1,126

 

 

 

84

 

 

 

 

 

1

 

 

2,480

 

Other accounts receivable

 

 

 

 

 

307

 

 

 

(307

)

 

 

 

 

10

 

 

 

Other current assets

 

 

1,460

 

 

 

 

 

 

307

 

 

 

 

 

10

 

 

1,767

 

Total current assets

 

 

31,009

 

 

 

4,695

 

 

 

84

 

 

 

(1,500

)

     

 

34,288

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Long-term Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Property and equipment, net

 

 

3,518

 

 

 

2,772

 

 

 

 

 

 

 

     

 

6,290

 

Intangible assets, net

 

 

30,205

 

 

 

15

 

 

 

 

 

 

3,931

 

 

A

 

 

34,151

 

Goodwill

 

 

45,027

 

 

 

 

 

 

 

 

 

7,863

 

 

A

 

 

52,890

 

Lease deposits

 

 

218

 

 

 

 

 

 

 

 

 

 

     

 

218

 

Long-term equity investment

 

 

500

 

 

 

 

 

 

 

 

 

 

     

 

500

 

Right-of-use-assets

 

 

 

 

 

508

 

 

 

(508

)

 

 

 

 

10

 

 

 

Operating lease right of use assets

 

 

3,443

 

 

 

 

 

 

508

 

 

 

 

 

10

 

 

3,951

 

Long-term deposits

 

 

 

 

 

46

 

 

 

 

 

 

 

     

 

46

 

Total long-term assets

 

 

82,911

 

 

 

3,341

 

 

 

 

 

 

11,794

 

     

 

98,046

 

Total assets

 

$

113,920

 

 

$

8,036

 

 

$

84

 

 

$

10,294

 

     

$

132,334

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Accounts payable

 

$

2,376

 

 

$

85

 

 

$

 

 

$

 

     

$

2,461

 

Lease liability

 

 

 

 

 

309

 

 

 

(309

)

 

 

 

 

11

 

 

 

Operating lease liabilities

 

 

812

 

 

 

 

 

 

309

 

 

 

 

 

11

 

 

1,121

 

Loan from related party

 

 

 

 

 

1,043

 

 

 

 

 

 

 

     

 

1,043

 

Accrued transaction costs

 

 

 

 

 

 

 

 

 

 

 

1,701

 

 

B

 

 

1,701

 

Other payables

 

 

 

 

 

1,281

 

 

 

(1,281

)

 

 

 

 

11

 

 

 

Accrued expenses and other current liabilities

 

 

1,812

 

 

 

 

 

 

1,281

 

 

 

 

 

11

 

 

3,093

 

Government grant liability

 

 

 

 

 

78

 

 

 

(78

)

 

 

 

 

2

 

 

 

Deferred revenue – current

 

 

200

 

 

 

 

 

 

 

 

 

 

     

 

200

 

Total current liabilities

 

 

5,200

 

 

 

2,796

 

 

 

(78

)

 

 

1,701

 

     

 

9,619

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Long-Term Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Notes payable, net of current portion

 

 

300

 

 

 

 

 

 

 

 

 

 

     

 

300

 

Government grant liability, net of current
portion

 

 

 

 

 

1,528

 

 

 

78

 

 

 

 

 

2

 

 

1,606

 

Accrued interest

 

 

38

 

 

 

 

 

 

 

 

 

 

     

 

38

 

Lease liability, net of current portion

 

 

 

 

 

223

 

 

 

(223

)

 

 

 

 

11

 

 

 

Operating lease liabilities – net of current portion

 

 

2,685

 

 

 

 

 

 

223

 

 

 

 

 

11

 

 

2,908

 

Total long-term liabilities

 

 

3,023

 

 

 

1,751

 

 

 

78

 

 

 

 

     

 

4,852

 

Total liabilities

 

 

8,223

 

 

 

4,547

 

 

 

 

 

 

1,701

 

     

 

14,471

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Stockholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Common stock – par value $0.0001

 

 

4

 

 

 

 

 

 

 

 

 

 

     

 

4

 

Ordinary share capital

 

 

 

 

 

52

 

 

 

 

 

 

(52

)

 

D

 

 

 

Share premium and reserves

 

 

 

 

 

150,331

 

 

 

 

 

 

(150,331

)

 

D

 

 

 

Additional paid in capital

 

 

207,368

 

 

 

 

 

 

 

 

 

13,867

 

 

C

 

 

221,235

 

Foreign currency translation reserve

 

 

 

 

 

(2

)

 

 

 

 

 

2

 

 

D

 

 

 

Accumulated deficit

 

 

(101,675

)

 

 

(146,892

)

 

 

84

 

 

 

145,107

 

 

1, B, D

 

 

(103,376

)

Total stockholders’ equity

 

 

105,697

 

 

 

3,489

 

 

 

84

 

 

 

8,593

 

     

 

117,863

 

Total liabilities and stockholders’ equity

 

$

113,920

 

 

$

8,036

 

 

$

84

 

 

$

10,294

 

     

$

132,334

 

2

ONDAS HOLDINGS INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share amounts, and per share amounts)

For the Six Months Ended June 30, 2022

(Unaudited)

 

Ondas
Holdings Inc.

 

Airobotics
Ltd.
under
IFRS

 

Adjustments to
GAAP
and Reclassifications

 

Transaction
Accounting
Adjustments

 

Notes

 

Pro Forma
Consolidated

Revenues, net

 

$

1,014

 

 

$

544

 

 

$

 

 

$

 

     

$

1,558

 

Cost of goods sold

 

 

573

 

 

 

1,299

 

 

 

218

 

 

 

 

 

1, 4

 

 

2,090

 

Gross profit (loss)

 

 

441

 

 

 

(755

)

 

 

(218

)

 

 

 

     

 

(532

)

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

General and administration

 

 

11,615

 

 

 

1,646

 

 

 

54

 

 

 

197

 

 

3, A

 

 

13,512

 

Sales and marketing

 

 

1,413

 

 

 

1,104

 

 

 

 

 

 

 

     

 

2,517

 

Research and development

 

 

8,778

 

 

 

2,103

 

 

 

 

 

 

 

     

 

10,881

 

Other expense (income)

 

 

 

 

 

287

 

 

 

(287

)

 

 

 

 

10

 

 

 

Total operating expenses (income)

 

 

21,806

 

 

 

5,140

 

 

 

(233

)

 

 

197

 

     

 

26,910

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Operating income (loss)

 

 

(21,365

)

 

 

(5,895

)

 

 

15

 

 

 

(197

)

     

 

(27,442

)

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Other income (expense)

 

 

(11

)

 

 

 

 

 

15

 

 

 

 

 

4, 10

 

 

4

 

Transaction expenses

 

 

 

 

 

 

 

 

 

 

 

1,701

 

 

B

 

 

1,701

 

Financing expenses, net

 

 

 

 

 

(240

)

 

 

240

 

 

 

 

 

11

 

 

 

Interest expense

 

 

(26

)

 

 

 

 

 

(186

)

 

 

 

 

3, 11

 

 

(212

)

Total other income (expense)

 

 

(37

)

 

 

(240

)

 

 

69

 

 

 

1,701

 

     

 

1,493

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Income (loss) before provision for income taxes

 

 

(21,402

)

 

 

(6,135

)

 

 

84

 

 

 

1,504

 

     

 

(25,949

)

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

Net income (loss)

 

$

(21,402

)

 

$

(6,135

)

 

$

84

 

 

$

1,504

 

     

$

(25,949

)

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Net loss per share – basic and diluted

 

$

(0.51

)

 

 

 

 

 

 

 

 

 

 

 

 

     

$

(0.58

)

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Weighted average number of common shares outstanding, basic and diluted

 

 

41,582,327

 

 

 

 

 

 

 

 

 

 

 

3,413,425

 

 

C

 

 

44,995,752

 

3

ONDAS HOLDINGS INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share amounts, and per share amounts)

For the Year Ended December 31, 2021

 

Ondas
Holdings Inc.

 

Airobotics
Ltd.
under
IFRS

 


Adjustments 
to
GAAP
and Reclassifications

 

Transaction
Accounting
Adjustments

 

Notes

 

Pro Forma
Consolidated

Revenues, net

 

$

2,907

 

 

$

3,287

 

 

$

960

 

 

$

 

 

5

 

$

7,154

 

Cost of goods sold

 

 

1,811

 

 

 

3,661

 

 

 

1,436

 

 

 

 

 

5, 6, 9

 

 

6,908

 

Gross profit (loss)

 

 

1,096

 

 

 

(374

)

 

 

(476

)

 

 

 

     

 

246

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

General and administration

 

 

11,782

 

 

 

6,033

 

 

 

(687

)

 

 

393

 

 

7, 8, 9, A

 

 

17,521

 

Sales and marketing

 

 

1,487

 

 

 

3,219

 

 

 

(73

)

 

 

 

 

7, 9

 

 

4,633

 

Research and development

 

 

5,801

 

 

 

7,702

 

 

 

(179

)

 

 

 

 

9

 

 

13,324

 

Other expenses (income)

 

 

 

 

 

146

 

 

 

(146

)

 

 

 

 

10

 

 

 

Total operating expense (income)

 

 

19,070

 

 

 

17,100

 

 

 

(1,085

)

 

 

393

 

     

 

35,478

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Operating income (loss)

 

 

(17,974

)

 

 

(17,474

)

 

 

609

 

 

 

(393

)

     

 

(35,232

)

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Other income

 

 

592

 

 

 

 

 

 

474

 

 

 

 

 

5, 6, 10

 

 

1,066

 

Financing expenses, net

 

 

 

 

 

(1,295

)

 

 

1,295

 

 

 

 

 

11

 

 

 

Transaction expenses

 

 

 

 

 

 

 

 

 

 

 

1,701

 

 

B

 

 

1,701

 

Interest income

 

 

12

 

 

 

 

 

 

 

 

 

 

     

 

12

 

Interest expense

 

 

(576

)

 

 

 

 

 

(1,240

)

 

 

 

 

8, 11

 

 

(1,816

)

Total other income (expense)

 

 

28

 

 

 

(1,295

)

 

 

529

 

 

 

1,701

 

     

 

963

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Loss before provision for income taxes

 

 

(17,946

)

 

 

(18,769

)

 

 

1,138

 

 

 

1,308

 

     

 

(34,269

)

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Benefit from income taxes

 

 

2,922

 

 

 

 

 

 

 

 

 

 

     

 

2,922

 

Net income (loss)

 

$

(15,024

)

 

$

(18,769

)

 

$

1,138

 

 

$

1,308

 

     

$

(31,347

)

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Net loss per share – basic and diluted

 

$

(0.44

)

 

 

 

 

 

 

 

 

 

 

 

 

     

$

(0.83

)

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Weighted average number of common shares outstanding, basic and diluted

 

 

34,180,897

 

 

 

 

 

 

 

 

 

 

 

3,413,425

 

 

C

 

 

37,594,322

 

4

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION

Note 1 — Basis of Presentation

The audited and unaudited interim 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 business combination, (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. Ondas has changed the presentation from Ondas’ previous 2021 Annual Report on Form 10-K filing an the most recent Quarterly Report on Form 10-Q filing to round the numbers reported to the nearest thousand.

The business combination was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. As the acquirer for accounting purposes, the Company has estimated the fair value of Airobotics Ltd.’s assets acquired and liabilities assumed and conformed the accounting policies of Airobotics Ltd to its own accounting policies.

The unaudited pro forma condensed combined financial statements are based on our audited and unaudited interim historical consolidated financial statements and Airobotics Ltd.’s audited and unaudited interim historical combined financial statements as adjusted to give effect to the Company’s acquisition of Airobotics Ltd. The Unaudited Pro Forma Condensed Combined Balance Sheets as of June 30, 2022 gives effect to these transactions as if they occurred on June 30, 2022. The Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended June 30, 2022 and twelve months ended December 31, 2021 give effect to these transactions as if they occurred on January 1, 2021.

The allocation of the purchase price used in the unaudited pro forma financial statements is based upon a preliminary valuation by management. The final estimate of the fair values of the assets and liabilities will be determined with the assistance of a third-party valuation firm. The Company’s preliminary estimates and assumptions are subject to materially change upon the finalization of internal studies and third-party valuations of assets, including investments, property and equipment, intangible assets including goodwill, and certain liabilities.

The Unaudited Pro Forma Condensed Combined Financial Statements are provided for informational purpose only and is not necessarily indicative of what the combined company’s financial position and results of operations would have actually been had the transactions been completed on the dates used to prepare these pro forma financial statements. The adjustments to fair value and the other estimates reflected in the accompanying unaudited pro forma condensed combined financial statements may be materially different from those reflected in the combined company’s consolidated financial statements subsequent to the transactions. In addition, the Unaudited Pro Forma Condensed Combined Financial Statements do not purport to project the future financial position or results of operations of the combined companies. Reclassifications and adjustments may be required if changes to Ondas Holdings Inc.’s financial presentation are needed to conform Ondas Holdings Inc.’s accounting policies to the accounting policies of the Airobotics Ltd.

These unaudited pro forma condensed combined financial statements do not give effect to any anticipated synergies, operating efficiencies or cost savings that may be associated with the transactions. These financial statements also do not include any integration costs the companies may incur related to the transactions as part of combining the operations of the companies.

Note 2 — Summary of Significant Accounting Policies

The unaudited pro forma condensed combined financial statements have been prepared in a manner consistent with the accounting policies adopted by the Company. The accounting policies followed for financial reporting on a pro forma basis are the same as those disclosed in the 2021 Annual Report on Form 10-K and for Airobotics Ltd, the accounting policies followed for financial reporting on a pro forma basis are the same as those disclosed in the audited financial statements included in this report. The unaudited pro forma condensed combined financial statements do not assume any differences in accounting policies among the Company and Airobotics Ltd. The Company is reviewing the accounting policies of Airobotics Ltd to ensure conformity of such accounting policies to those of the

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Company and, as a result of that review, the Company may identify differences among the accounting policies of the two companies, that when confirmed, could have a material impact on the consolidated financial statements. However, at this time, the Company is not aware of any difference that would have a material impact on the unaudited pro forma condensed combined financial statements.

Note 3 — Purchase Price Allocation

On August 4, 2022, Ondas Holdings, Inc. (the “Company”) entered into a Plan of Merger and Equity Purchase Agreement (the “Agreement”) with Airobotics Ltd., an Israeli corporation.

Pursuant to the Agreement, in exchange for every share of stock, warrant or option to purchase stock held by Airobotics Ltd. Stockholders, Airobotics Ltd. Stockholders received 0.16806 shares of the Company’s stock, which included (i) 2,824,995 shares of the Company’s common stock; (ii) options exercisable for 1,087,706 shares issued under the Company’s incentive stock plan, of which 661,428 shares are vested; (iii) warrants exercisable for 588,430 shares of the Company’s common stock. Also, on September 20, 2022, the Company and Airobotics Ltd. entered into a Credit and Guaranty Agreement pursuant to which the Company has agreed to make a revolving loan available to Airobotics Ltd., commencing from October 3, 2022, in a principal amount of up to $1,500 thousand (the “Bridge Loan”). Amounts borrowed may be prepaid without penalty and reborrowed. The loan will accrue interest at a rate of 6% per annum and matures on the earlier to occur of February 1, 2023 and the termination of the Merger Agreement as a result of a breach or violation thereof by Airobotics Ltd. The Bridge Loan is secured by substantially all of the assets of Airobotics Ltd. In addition, Airobotics Inc., a subsidiary of Airobotics Ltd, has guaranteed its obligations under the Bridge Loan

The following table summarizes the preliminary allocation of the purchase price based on the estimated fair value of the acquired assets and assumed liabilities as of June 30, 2022 (in thousands, except share amounts):

Purchase price consideration

 

 

 

Bridge Loan

 

$

1,500

Common Stock – 2,824,995 Shares

 

 

11,837

Vested Stock Options – 661,428 Shares

 

 

1,919

Warrants – 588,430 Shares

 

 

111

Total purchase price consideration

 

$

15,367

   

 

 

Estimated fair value of assets:

 

 

 

Cash and cash equivalents and restricted cash

 

$

2,906

Accounts receivable

 

 

356

Inventory

 

 

1,210

Other current assets

 

 

307

Property, plant and equipment

 

 

2,772

Right of use asset

 

 

508

Other long-term assets

 

 

61

   

 

8,120

   

 

 

Estimated fair value of liabilities assumed:

 

 

 

Accounts payable

 

 

85

Government grant liability

 

 

1,606

Other payables

 

 

1,281

Lease liabilities

 

 

532

Loan from related party

 

 

1,043

   

 

4,547

   

 

 

Net tangible assets

 

 

3,573

Intangible assets

 

 

3,931

Goodwill

 

 

7,863

Total consideration

 

$

15,367

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This preliminary purchase price allocation has been used to prepare pro forma adjustments in the pro forma balance sheet and statement of operations. The final purchase price allocation will be determined when the Company has completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. The final allocation may include (1) changes in fair values of property, plant and equipment, (2) changes in allocations to intangible assets such as trade names and technology, as well as goodwill and (3) other changes to assets and liabilities.

This preliminary purchase price allocation has been used to prepare pro forma adjustments in the pro forma balance sheet and statement of operations. The final purchase price allocation will be determined when the Company has completed the detailed valuations and necessary calculations. For purposes of the pro forma condensed combined financial statements, for inventory, property and equipment, leases and other assets and liabilities the Company used the carrying value as reported its unaudited interim financial statement as reported on Form 10-Q for the quarter ended June 30, 2022, and as reported in the unaudited interim financial statements for Airobotics Ltd that have been included in this report. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments.

In accordance with the Agreement, as discussed above, the purchase price includes: (a) $1,500 thousand Bridge Loan (b) $11,837 thousand in common stock; (c) $1,919 thousand in vested stock options; and (d) $111 thousand in warrants. For purposes of these pro forma combined financial statements, the Company issued 2,824,995 shares of the Company’s common stock, vested stock options for 661,428 shares of the Company’s common stock, and warrants for 588,430 shares of the Company’s common stock. The fair value of the common stock shares was determined based on a per share price of $4.19, which is the closing price of the Company’s common stock on September 16, 2022. The fair value of the stock options was determined based on a per share price range of $0.08 – $3.86, which is the call option value based on a Black-Scholes fair value calculation assuming a term range of 1.49 – 9.66 years, 45.53% – 55.52% volatility rate range, and discount rate range of 3.45% – 3.96% based on the applicable term’s treasury yield rate as of September 16, 2022. The fair value of the warrants was determined based on a per share price range of $0.00 – $0.24, which is the call option value based on a Black-Scholes fair value calculation assuming a term range of 0.48 – 10.95 years, 45.77% – 50.04% volatility rate range, and discount rate range of 3.45% – 3.85% based on the applicable term’s treasury yield rate as of September 16, 2022. The following table reflects the impact of a 10% increase or decrease in the per share price on the estimated fair value of the purchase price and goodwill (in thousands):

 

Purchase
Price

 

Estimate
Goodwill

As presented in the pro forma combined results

 

$

15,367

 

$

7,863

10% increase in common stock price

 

$

16,816

 

$

9,312

10% decrease in common stock price

 

$

13,931

 

$

6,427

Note 4 — U.S. GAAP Adjustments

Airobotics Ltd. prepares their financial statements in accordance with International Financial Reporting Standards (“IFRS”). The following accounting adjustments to Airobotics Ltd.’s financial statements were made to reflect Airobotics Ltd.’s financial statements in accordance with U.S. GAAP, and they have been reflected in the unaudited pro forma condensed combined financial information:

1.      This adjustment reflects the reversal of inventory impairment expense included in Cost of goods sold of $84 thousand as of and for the six months ended June 30, 2022.

2.      This adjustment reflects the reclassification of $78 thousand of government grant liability from a current liability to a long-term liability as of June 30, 2022.

3.      This adjustment reflects the reclassification of $54 thousand of interest expense related to lease liabilities included in Interest expense to General and administration expenses on the Consolidated Statements of Operations for the six months ended June 30, 2022.

4.      This adjustment reflects the reclassification of $302 thousand of impairment expense related to drone assets included in Other income (expense) to Cost of goods sold on the Consolidated Statements of Operations for the six months ended June 30, 2022.

5.      This adjustment reflects the reclassification of $960 thousand of Revenues, net and $625 thousand of Cost of goods sold for the sale of two docking stations included in Other income (expense) on the Consolidated Statements of Operations for the year ended December 31, 2021.

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6.      This adjustment reflects the reclassification of $955 thousand of impairment expense related to drone assets included in Other income (expense) to Cost of goods sold on the Consolidated Statements of Operations for the year ended December 31, 2021.

7.      This adjustment reflects the reclassification of $487 thousand and $42 thousand of stock issuance expenses related to the IPO included in General and administration and Sales and marketing on the Consolidated Statements of Operations, respectively, for the year ended December 31, 2021 to Additional paid in capital as of and for the year ended December 31, 2021.

8.      This adjustment reflects the reclassification of $55 thousand of interest expense related to lease liabilities included in Interest expense to General and administration expenses on the Consolidated Statements of Operations for the year ended December 31, 2021.

9.      This adjustment reflects the reclassification of $144 thousand, $255 thousand, $31 thousand, and $179 thousand of stock issuance expenses related to the IPO included in Cost of Goods Sold, General and administration, Sales and marketing, and Research and development on the Consolidated Statements of Operations, respectively, for the year ended December 31, 2021 to Additional paid in capital as of and for the year ended December 31, 2021.

10.    This adjustment reflects the reclassification of $287 thousand and $146 thousand of Other expense from Total operating expenses to Other income (expense) on the Consolidated Statements of Operations, for the six months ended June 30, 2022 and the year ended December 31, 2021, respectively.

11.    These adjustments reflect the reclassification of certain Airobotics Ltd.’s balances to conform with the Company’s financial statement presentation.

Note 5 — Pro Forma Transaction Accounting Adjustments

The pro forma transaction accounting adjustments are based on our preliminary estimates and assumptions that are subject to change. The following transaction accounting adjustments have been reflected in the unaudited pro forma condensed combined financial information:

A.     As part of the preliminary valuation analysis, the Company separately identified certain intangible assets with an estimate fair value of $3,931 thousand. The fair value was determined primarily using the “income approach”, which requires a forecast of the expected future cash flows. Since all the information required to perform a detail valuation analysis of Airobotics Ltd.’s intangible assets could not be obtained as of the date of this filing, for purposes of these unaudited pro forma condensed combined financial statements, the Company used certain assumptions based on publicly available transactions data for the industry. Based on our research and discussions with Airobotics Ltd management, we have concluded that the intangible assets have a 10-year useful life, resulting in an adjustment of $197 thousand and $393 thousand of amortization expense to General and administrative expenses on the Consolidated Statements of Operations for the six months ended June 30, 2022 and the twelve months ended December 31, 2021, respectively. These numbers may change significantly when the final allocation of purchase price is calculated.

In addition, this adjustment reflects the recognition of goodwill of $7,863 thousand.

B.      This adjustment reflects the accrual of the Company’s estimated total transaction costs for legal and other professional fees and expenses, which are estimated to be approximately $1,701 thousand.

C.     This adjustment records (1) $1,500 thousand Bridge Loan; (2) the issuance of 2,824,995 shares of common stock to the sellers as the equity portion of the purchase consideration, valued at $11,837 thousand based on a per share price of $4.19, which was the closing prices of the Company’s common stock on September 16, 2022; (3) plus the issuance of vested stock options for 664,874 shares, valued at $1,919 thousand based on a per share price range of $0.08 – $3.86, which is the call option value based on a Black-Scholes fair value calculation assuming a term range of 1.49 – 9.66 years, 45.53% – 55.52% volatility rate range, and discount rate range of 3.45% – 3.96% based on the applicable term’s treasury yield rate as of September 16, 2022; (4) plus the issuance of warrants for 588,430 shares, valued at $111 thousand based on a per share price range of $0.00 – $0.24, which is the call option value based on a Black-Scholes fair value calculation assuming a term range of 0.48 – 10.95 years, 45.77% – 50.04% volatility rate range, and discount rate range of 3.45% – 3.85% based on the applicable term’s treasury yield rate as of September 16, 2022.

D.     This adjustment eliminates Airobotics Ltd.’s Equity as reported in the unaudited financial statements as of and for the six months ended June 30, 2022.

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