| Summary of Purchase Price Allocation |
The purchase price allocation is as follows (In thousands):
|
|
|
|
|
|
Allocation of purchase price: |
|
Amount |
|
|
Common stock exchanged |
|
$ |
4,055 |
|
|
Fair value of GIGA equity awards |
|
|
349 |
|
|
Cash consideration paid to existing preferred stockholders |
|
|
3,794 |
|
|
Total consideration |
|
$ |
8,198 |
|
|
|
|
|
|
|
Identifiable net assets acquired (liabilities assumed) |
|
|
|
|
Cash |
|
$ |
107 |
|
|
Trade accounts receivables |
|
|
536 |
|
|
Inventories |
|
|
2,529 |
|
|
Prepaid expenses |
|
|
116 |
|
|
Accrued revenue |
|
|
363 |
|
|
Property and equipment |
|
|
331 |
|
|
Right-of-use asset |
|
|
370 |
|
|
Other long-term assets |
|
|
269 |
|
|
Accounts payable |
|
|
(2,831 |
) |
|
Loans payable, net of discounts and issuance costs |
|
|
(1,687 |
) |
|
Accrued payroll and benefits |
|
|
(1,488 |
) |
|
Lease obligations |
|
|
(491 |
) |
|
Other current liabilities |
|
|
(368 |
) |
|
Other non-current liabilities |
|
|
(17 |
) |
|
Net assets acquired |
|
|
(2,261 |
) |
|
Goodwill |
|
$ |
10,459 |
|
|
|
| Summary of Unaudited Pro Forma Financial Information |
The following table represents the unaudited consolidated proforma results of operations for the year ended December 31, 2022 and December 31, 2021, as if the acquisition occurred on January 1, 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proforma, unaudited (In thousands) |
|
Gresham |
|
|
Giga-tronics |
|
|
Proforma |
|
|
Proforma |
|
|
Year ended December 31, 2022 |
|
Worldwide, Inc. |
|
|
|
|
|
Adjustments |
|
|
Unaudited |
|
|
Net Sales |
|
$ |
28,825 |
|
|
$ |
5,651 |
|
|
$ |
— |
|
|
$ |
34,476 |
|
|
Cost of Sales |
|
|
20,227 |
|
|
|
5,151 |
|
|
|
— |
|
|
|
25,378 |
|
|
Operating expenses |
|
|
12,136 |
|
|
|
18,426 |
|
|
|
— |
|
|
|
30,562 |
|
|
Other expense |
|
|
987 |
|
|
|
1,276 |
|
|
|
— |
|
|
|
2,263 |
|
|
Income tax benefit |
|
|
123 |
|
|
|
— |
|
|
|
— |
|
|
|
123 |
|
|
Net gain attributable to non-controlling interest |
|
|
680 |
|
|
|
— |
|
|
|
|
|
|
680 |
|
|
Net loss attributable to common stockholders |
|
$ |
(3,722 |
) |
|
$ |
(19,202 |
) |
|
$ |
— |
|
|
$ |
(22,924 |
) |
|
Basic and diluted loss per common share |
|
$ |
(1.27 |
) |
|
$ |
(6.90 |
) |
|
$ |
— |
|
|
$ |
(4.02 |
) |
|
Weighted average shares outstanding |
|
|
2,920 |
|
|
|
2,782 |
|
|
|
— |
|
|
|
5,702 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proforma, unaudited (In thousands) |
|
Gresham |
|
|
Giga-tronics |
|
|
Proforma |
|
|
Proforma |
|
|
Year ended December 31, 2021 |
|
Worldwide, Inc. |
|
|
|
|
|
Adjustments |
|
|
Unaudited |
|
|
Net Sales |
|
$ |
25,580 |
|
|
$ |
10,319 |
|
|
$ |
— |
|
|
$ |
35,899 |
|
|
Cost of Sales |
|
|
17,231 |
|
|
|
6,633 |
|
|
|
— |
|
|
|
23,864 |
|
|
Operating expenses |
|
|
11,340 |
|
|
|
5,944 |
|
|
|
— |
|
|
|
17,284 |
|
|
Other income |
|
|
(321 |
) |
|
|
115 |
|
|
|
— |
|
|
|
(206 |
) |
|
Income tax provision |
|
|
(193 |
) |
|
|
— |
|
|
|
— |
|
|
|
(193 |
) |
|
Net loss attributable to non-controlling interest |
|
|
(243 |
) |
|
|
— |
|
|
|
|
|
|
(243 |
) |
|
Net loss attributable to common stockholders |
|
$ |
(3,106 |
) |
|
$ |
(2,373 |
) |
|
$ |
— |
|
|
$ |
(5,479 |
) |
|
Basic and diluted loss per common share |
|
$ |
(1.06 |
) |
|
$ |
(0.85 |
) |
|
$ |
— |
|
|
$ |
(0.96 |
) |
|
Weighted average shares outstanding |
|
|
2,920 |
|
|
|
2,782 |
|
|
|
— |
|
|
|
5,702 |
|
|
|