Andina Acquisition Corp. III
Andina Acquisition Corp. III
07/26/2021 | Press release | Distributed by Public on 07/26/2021 14:17
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION AND OTHER DATA (Form 8-K)
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION AND OTHER DATA
Defined terms included below have the same meaning as terms defined and included elsewhere in this Form 8-K
The following unaudited pro forma condensed combined financial information presents the combination of the financial information of Stryve and Andina, adjusted to give effect to the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release 33-10786 'Amendments to Financial Disclosures about Acquired and Disposed Businesses'.
The unaudited pro forma condensed combined balance sheet as of March 31, 2021 combines the historical balance sheet of Stryve and the historical balance sheet of Andina on a pro forma basis as if the Business Combination and the Domestication had been consummated on March 31, 2021. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2021 and year ended December 31, 2020 combine the historical statements of operations of Stryve and historical statements of operations of Andina for such periods on a pro forma basis as if the Business Combination and the Domestication had been consummated on January 1, 2020, the beginning of the earliest period presented.
The unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with:
| ● | the accompanying notes to the unaudited pro forma condensed combined financial statements; |
| ● | the historical unaudited financial statements of Stryve as of and for the three months ended March 31, 2021 and the related notes and the historical audited financial statements of Stryve for the year ended December 31, 2020 and related notes, incorporated by reference into this Form 8-K; |
| ● | the historical unaudited financial statements of Andina as of and for the three months ended March 31, 2021 and the related notes and the historical audited financial statements of Andina for the year ended December 31, 2020, found in the Proxy Statement/Prospectus; |
| ● | other information relating to Stryve and Andina contained in and/or incorporated by reference into this Form 8-K, including the description of the Business Combination Agreement. |
In connection with the Business Combination, Andina provided the Public Shareholders with the opportunity to have their Public Shares redeemed at the Closing of the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest, divided by the number of then outstanding Public Shares, subject to certain limitations. In total, 756,896 shares were redeemed in connection with the Business Combination at a price per share equal to $10.24 ($7.8 million in the aggregate).
Notwithstanding the legal form of the business combination pursuant to the Business Combination Agreement, the Business Combination will be accounted for as a reverse recapitalization in accordance with generally accepted accounting principles (GAAP). Under this method of accounting, Stryve is treated as the acquirer and Andina is treated as the acquired company for financial statement reporting purposes. Stryve has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:
| ● | Immediately following the Business Combination, the Seller owns a majority of the outstanding shares of Class A Common Stock, on an as-exchanged basis and the owner of the majority of the voting share of the Company following the Business Combination is determined to be Stryve's members. |
| ● | The Seller was issued approximately 56.1% of the combined Company's outstanding shares of Class A Common Stock, on an as exchanged basis, which constitutes a majority interest. |
| ● | Subsequent to the Business Combination, the Company Board is comprised of 7 members, of which Andina initially appointed two members, and Stryve initially appointed 5 members. |
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
Pro Forma Consolidated Balance Sheet (Unaudited)
As of March 31, 2021
(In thousands)
|
Stryve (Historical) (US GAAP) |
Andina Acquisition Corp. III (Historical) |
Combined | Pro Forma Adjustments |
Stryve Foods, LLC Combined Pro Forma |
||||||||||||||||||
| ASSETS | ||||||||||||||||||||||
| CURRENT ASSETS | ||||||||||||||||||||||
| Cash | $ | 1,880 | $ | 77 | $ | 1,957 | $ | 42,500 | 4 | $ | 38,202 | |||||||||||
| (12,225 | ) | 5 | ||||||||||||||||||||
| 7,500 | 7-A | |||||||||||||||||||||
| (157 | ) | 7-B | ||||||||||||||||||||
| (7,163 | ) | 7-C | ||||||||||||||||||||
| 5,790 | 9 | |||||||||||||||||||||
| Accounts Receivable, Net | 1,963 | - | 1,963 | 1,963 | ||||||||||||||||||
| Inventory, net | 4,246 | - | 4,246 | 4,246 | ||||||||||||||||||
| Prepaid media spend | 249 | - | 249 | 249 | ||||||||||||||||||
| Prepaid expenses and other current assets | 1,312 | 43 | 1,355 | 1,355 | ||||||||||||||||||
| Total current assets | 9,650 | 120 | 9,770 | 36,245 | 46,015 | |||||||||||||||||
| Property and equipment, net | 6,638 | - | 6,638 | 6,638 | ||||||||||||||||||
| Marketable securities held in Trust Account | - | 13,543 | 13,543 | (13,543 | ) | 9 | ||||||||||||||||
| Goodwill | 8,450 | - | 8,450 | 8,450 | ||||||||||||||||||
| Intangible asset | 4,901 | - | 4,901 | 4,901 | ||||||||||||||||||
| Prepaid media spend, net of current portion | 499 | - | 499 | 499 | ||||||||||||||||||
| Other assets | 71 | - | 71 | 71 | ||||||||||||||||||
| TOTAL ASSETS | $ | 30,209 | $ | 13,663 | $ | 43,872 | $ | 22,702 | $ | 66,574 | ||||||||||||
| LIABILITIES AND MEMBERS EQUITY (DEFICIT) | ||||||||||||||||||||||
| CURRENT LIABILITIES | ||||||||||||||||||||||
| Accounts payable | 4,662 | 1,508 | 6,170 | 6,170 | ||||||||||||||||||
| Accrued expenses | 2,437 | - | 2,437 | (654 | ) | 6 | 1,693 | |||||||||||||||
| 169 | 3-A | |||||||||||||||||||||
| (259 | ) | 3-B | ||||||||||||||||||||
| Line of Credit | 3,500 | - | 3,500 | 3,500 | ||||||||||||||||||
| Current portion of long-term debt | 28,679 | - | 28,679 | (10,600 | ) | 3-B | 5,502 | |||||||||||||||
| (5,414 | ) | 6 | ||||||||||||||||||||
| (7,163 | ) | 7-C | ||||||||||||||||||||
| Total current liabilities | 39,278 | 1,508 | 40,786 | (23,921 | ) | 16,865 | ||||||||||||||||
| Warranty Liability | 770 | 770 | 770 | |||||||||||||||||||
| Long-term debt, net of current portion | 6,129 | - | 6,129 | (2,840 | ) | 6 | 3,289 | |||||||||||||||
| Financing Obligation - Operating Lease | 7,500 | 7-A | 7,500 | |||||||||||||||||||
| Ordinary shares subject to possible redemption | 13,543 | 13,543 | (13,543 | ) | 8 | - | ||||||||||||||||
| TOTAL LIABILITIES | 45,407 | 15,821 | 61,228 | (32,804 | ) | 28,424 | ||||||||||||||||
| EQUITY (DEFICIT) | 10,600 | 3-B | ||||||||||||||||||||
| 42,500 | 4 | |||||||||||||||||||||
| (12,225 | ) | 5 | ||||||||||||||||||||
| 8,908 | 6 | |||||||||||||||||||||
| (157 | ) | 7-B | ||||||||||||||||||||
| (7,753 | ) | 9 | ||||||||||||||||||||
| 13,543 | 8 | |||||||||||||||||||||
| (169 | ) | 3-A | ||||||||||||||||||||
| 259 | 3-B | |||||||||||||||||||||
| Ordinary shares, $0.001 par value; 100,000,000 shares authorized | - | - | - | 10 | - | |||||||||||||||||
| Class A and Class B Common Stock | - | - | 10 | 20,520 | ||||||||||||||||||
| Additional Paid in Capital | (15,198 | ) | (15,198 | ) | 10 | 17,630 | ||||||||||||||||
| Retained Earnings (Accumulated Deficit) | (2,158 | ) | (2,158 | ) | 0 | 10 | ||||||||||||||||
| TOTAL EQUITY (DEFICIT) | $ | (15,198 | ) | $ | (2,158 | ) | $ | (17,356 | ) | $ | 55,506 | $ | 38,150 | |||||||||
| TOTAL LIABILITIES AND EQUITY (DEFICIT) | $ | 30,209 | $ | 13,663 | $ | 43,872 | $ | 22,702 | $ | 66,574 |
| 2 |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Pro Forma Consolidated Statement of Operations (Unaudited)
For the Three Months Ended March 31, 2021
(In thousands, except share and per share data)
|
Stryve (Historical) (US GAAP) |
Andina Acquisition Corp. III (Historical) |
Combined |
Pro Forma Adjustments |
Stryve Foods, LLC Combined Pro Forma |
||||||||||||||||||||
| Net sales | $ | 6,834 | $ | - | $ | 6,834 | $ | 6,834 | ||||||||||||||||
| Cost of sales | 4,157 | - | 4,157 | 4,157 | ||||||||||||||||||||
| Gross profit | 2,677 | - | 2,677 | - | 2,677 | |||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| Selling and marketing expense | 3,848 | - | 3,848 | 3,848 | ||||||||||||||||||||
| General and administrative expense | 2,605 | - | 2,605 | 2,605 | ||||||||||||||||||||
| Operations expense | 1,060 | 702 | 1,762 | 1 | 1,762 | |||||||||||||||||||
| Salaries and wages | 1,402 | - | 1,402 | 1,402 | ||||||||||||||||||||
| Depreciation and amortization | 395 | - | 395 | 395 | ||||||||||||||||||||
| Loss on disposal of fixed assets | 1 | - | 1 | 1 | ||||||||||||||||||||
| Operating loss | (6,634 | ) | (702 | ) | (7,336 | ) | (7,336 | ) | ||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||
| Other income (expense) | 1,682 | (770 | ) | 912 | 912 | |||||||||||||||||||
| Interest income (expense) | (810 | ) | 0 | (810 | ) | (0 | ) | 2 | (990 | ) | ||||||||||||||
| (180 | ) | 7-D | ||||||||||||||||||||||
| Total other income (expense) | 872 | (770 | ) | 102 | (180 | ) | (78 | ) | ||||||||||||||||
| Net Loss before provision for income taxes | (5,762 | ) | (1,472 | ) | (7,234 | ) | (180 | ) | (7,414 | ) | ||||||||||||||
| Provision (benefit) for income taxes | ||||||||||||||||||||||||
| Net Loss | $ | (5,762 | ) | $ | (1,472 | ) | $ | (7,234 | ) | $ | (180 | ) | $ | (7,414 | ) |
| Weighted average shares outstanding, basic (a) | 3,273,835 | |||||||||||
| Pro forma weighted average shares of Class A Common Stock and Class A Common Stock issuable to the Seller on an as-exchanged basis (c)(d) | 20,519,677 | |||||||||||
| Basic net loss per ordinary share (b) | $ | (0.45 | ) | |||||||||
| Pro forma basic net loss per share - Class A Common Stock and Class A Common Stock issuable to the Seller on an as-exchanged basis(c)(d) | $ | (0.36 | ) | $ |
(a) Excludes an aggregate of 1,322,096 Ordinary Shares that were subject to possible redemption at March 31, 2021.
(b) Net loss per Ordinary Share - basic excludes income attributable to Ordinary Shares subject to possible redemption of $319 for the three months ended March 31, 2021.
(c) The table above sets forth certain per share data of the Company on a stand-alone basis and unaudited pro forma condensed combined per share data for the three months ended March 31, 2021, after giving effect to the Business Combination. The unaudited pro forma combined net loss per share information below does not purport to represent the net loss per share which would have occurred had the companies been combined during the period presented, nor net loss per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of the Company would have been had the companies been combined during the periods presented.
(d) Table assumes that all of the Class B Units included in the Seller Consideration Units and all of the shares of Class V Common Stock issued to the Seller at the Closing have been exchanged for shares of Class A Common Stock in accordance with the term and conditions of the Exchange Agreement.
| 3 |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Pro Forma Consolidated Statement of Operations (Unaudited)
For the Fiscal Year Ended December 31, 2020
(In thousands, except share and per share data)
|
Stryve (Historical) (US GAAP) |
Andina Acquisition Corp. III (Historical) |
Combined |
Pro Forma Adjustments |
Stryve Foods, LLC Combined Pro Forma |
||||||||||||||||||
| Net sales | $ | 17,002 | $ | - | $ | 17,002 | $ | 17,002 | ||||||||||||||
| Cost of sales | 11,098 | - | 11,098 | 11,098 | ||||||||||||||||||
| Gross profit | 5,904 | - | 5,904 | - | 5,904 | |||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||
| Selling and marketing expense | 8,786 | - | 8,786 | 8,786 | ||||||||||||||||||
| General and administrative expense | 1,978 | - | 1,978 | 1,978 | ||||||||||||||||||
| Operations expense | 2,309 | 1,140 | 3,449 | 1 | 3,449 | |||||||||||||||||
| Salaries and wages | 5,799 | - | 5,799 | 5,799 | ||||||||||||||||||
| Depreciation and amortization | 1,290 | - | 1,290 | 1,290 | ||||||||||||||||||
| Loss on disposal of fixed assets | 14 | - | 14 | 14 | ||||||||||||||||||
| Operating loss | (14,272 | ) | (1,140 | ) | (15,412 | ) | (15,412 | ) | ||||||||||||||
| Other income (expense): | ||||||||||||||||||||||
| Other income (expense) | 27 | - | 27 | 27 | ||||||||||||||||||
| Interest income (expense) | (3,302 | ) | 556 | (2,746 | ) | (556 | ) | 2 | (4,022 | ) | ||||||||||||
| (720 | ) | 7-D | ||||||||||||||||||||
| Total other income (expense) | (3,275 | ) | 556 | (2,719 | ) | (1,276 | ) | (3,995 | ) | |||||||||||||
| Net Loss before provision for income taxes | (17,547 | ) | (584 | ) | (18,131 | ) | (1,276 | ) | (19,407 | ) | ||||||||||||
| Provision (benefit) for income taxes | ||||||||||||||||||||||
| Net Loss | $ | (17,547 | ) | $ | (584 | ) | $ | (18,131 | ) | $ | (1,276 | ) | $ | (19,407 | ) |
| Weighted average shares outstanding, basic (a) | 3,592,787 | |||||||||||
| Pro forma weighted average shares of Class A Common Stock and Class A Common Stock issuable to the Seller on an as-exchanged basis (c)(d) | 20,519,677 | |||||||||||
| Basic net loss per ordinary share (b)(c) | $ | (0.17 | ) | |||||||||
| Pro forma basic net loss per share - Class A Common Stock and Class A Common Stock issuable to the Seller on an as-exchanged basis(c)(d) | $ | (0.95 | ) |
(a) Excludes an aggregate of 767,392 Ordinary Shares that were subject to possible redemption at December 31, 2020.
(b) Net loss per Ordinary Share - basic excludes income attributable to Ordinary Shares subject to possible redemption of $39,544 for the year ended December 31, 2020.
(c) The table above sets forth certain per share data of the Company on a stand-alone basis and unaudited pro forma condensed combined per share data for the year ended December 31, 2020, after giving effect to the Business Combination. The unaudited pro forma combined net loss per share information below does not purport to represent the net loss per share which would have occurred had the companies been combined during the period presented, nor net loss per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of the Company would have been had the companies been combined during the periods presented.
(d) Table assumes that all of the Class B Units included in the Seller Consideration Units and all of the shares of Class V Common Stock issued to the Seller at the Closing have been exchanged for shares of Class A Common Stock in accordance with the term and conditions of the Exchange Agreement.
| 4 |
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
| 1. | Basis of Presentation |
The business combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Andina is treated as the 'acquired' company for financial reporting purposes. Accordingly, for accounting purposes, the business combination will be treated as the equivalent of Stryve issuing stock for the net assets of Andina, accompanied by a recapitalization. The net assets of Andina are stated at historical cost, with no goodwill or other intangible assets recorded.
The unaudited pro forma condensed combined balance sheet as of March 31, 2021 gives pro forma effect to the business combination as if it had been consummated on March 31, 2021. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2021 and the year ended December 31, 2020 gives pro forma effect to the business combination as if it had been consummated on January 1, 2020.
The unaudited pro forma condensed combined balance sheet as of March 31, 2021 has been prepared using, and should be read in conjunction with, the following:
| ● | Stryve's unaudited balance sheet as of March 31, 2021 and the related notes, incorporated by reference into this Form 8-K; and |
| ● | Andina's unaudited balance sheet as of March 31, 2021 and the related notes, found in the Proxy Statement/Prospectus. |
The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2021 and the year ended December 31, 2020 has been prepared using, and should be read in conjunction with, the following:
| ● | Stryve's unaudited statement of operations for the three months ended March 31, 2021 and Stryve's audited statement of operations for the year ended December 31, 2020 and the related notes, incorporated by reference into this Form 8-K; and |
| ● | Andina's unaudited statement of operations for the three months ended March 31, 2021 and Andina's audited statement of operations for the year ended December 31, 2020 and the related notes, found in the Proxy Statement/Prospectus. |
Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.
The pro forma adjustments reflecting the consummation of the business combination are based on certain currently available information and certain assumptions and methodologies that management believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the business combination based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the business combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of Stryve and Andina.
| 5 |
| 2. | Adjustments to Unaudited Pro Forma Condensed Combined Financial Information |
The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the business combination and has been prepared for informational purposes only.
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 'Amendments to Financial Disclosures about Acquired and Disposed Businesses.' Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction ('Transaction Accounting Adjustments') and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur ('Management's Adjustments'). The Company has elected not to present Management's Adjustments and will only be presenting Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information.
Stryve and Andina have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
The following adjustments are incorporated in the unaudited pro forma condensed combined financial information:
| 1. | The historical statement of operations of Andina contains $567 thousand and $808 thousand, respectively, in non-recurring transaction costs for the three months ended March 31, 2021 and the year ended December 31, 2020 that are not considered direct and incremental and have been expensed as incurred. | |
| 2. | Removes $319 and $556 thousand, respectively, of interest income generated by the Trust Account from Andina's Statement of Operations for the three months ended March 31, 2021 and year ended December 31, 2020. | |
| 3. |
(3-A) Reflects the addition of $169 thousand in Accrued Expenses, representing the additional interest on the Bridge Notes that would accrue between March 31, 2021 and July 20, 2021. The additional $169 thousand in Accrued Expense is in addition to accrued interest of $90 thousand included in the Accrued Expenses on the balance sheet as of March 31, 2021, increasing the total to the accrued interest associated with the Bridge Notes to $259 thousand. (3-B) Reflects the removal of $10,600 thousand of principal from the current portion of long-term debt, as well as the removal of $259 thousand of accrued interest included in Accrued Expenses, and the addition of both such balances to equity to reflect that, pursuant to the terms of the Subscription Agreements with the Bridge PIPE Investors and the Bridge Notes, at the Closing of the Business Combination, the obligations represented by the Bridge Notes will be applied as consideration for the shares of common stock issuable to the Bridge PIPE Investors. |
|
| 4. | Show the impact of $42,500 thousand in proceeds from the Closing PIPE Investment in shares of common stock. | |
| 5. | Reflects the impact of $12,225 thousand in estimated additional non-recurring transaction fees and expenses of Andina and Stryve in connection with the proposed transaction. | |
| 6. | Remove existing convertible debt ($8,254 thousand) and the associated accrued interest ($654 thousand) balances as of March 31, 2021 from Stryve's Balance Sheet, as these securities are not a part of the proposed transaction. This existing convertible debt will stay at Stryve Holdings and convert into the equity of Stryve Holdings upon the Closing of the sale of Stryve Foods, LLC to Purchaser. |
| 6 |
| 7. |
The Business Combination Agreement includes an affirmative covenant requiring Stryve and the Seller to use commercially reasonable efforts to consummate a sale of Stryve's Madill, OK production facility and to secure a long-term lease thereof (a 'sale and leaseback transaction') on terms described in the Business Combination Agreement prior to the Closing. Adjustment 7 shows the impact of Stryve executing a sale and leaseback transaction using the financing method. The facility was sold at a purchase price of $7,500 thousand, resulting in $7,343 thousand of net cash proceeds. The lease includes base rent of approximately $60 thousand per month over an initial term of 12 years. The pro forma sale and leaseback transaction was accounted for under ASC 840. Stryve initially looked to guidance if the lease met the standard of a sale under ASC 360 and the definition of a normal leaseback under ASC 840. As part of this consideration, Stryve took into consideration the proposed 2-5 year renewal options which are at a fixed rate and concluded that, with these extensions, the lease term is for substantially all of the asset's remaining economic life and tantamount to a form of continuing involvement (thereby precluding Stryve from accounting for this transaction as a sale). Consequently, Stryve recorded the transaction as a financing activity. Pro Forma Consolidated Balance Sheet adjustments related to sale and leaseback transaction: (7-A) - Stryve books $7,500 thousand of cash proceeds reflecting the gross purchase price as well as a Financing Obligation of $7,500 thousand. (7-B) - Stryve reduces cash by $157 thousand and books $157 thousand of expenses (inclusive of one month's rent) which were required to be paid upon closing of the sale and leaseback transaction. (7-C) - This adjustment reflects the use of $7,163 thousand of the net cash proceeds to pay down existing third-party debt on Stryve's March 31, 2021, Balance Sheet. Pro Forma Consolidated Statement of Operations adjustments related to sale and leaseback transaction: (7-D) - This adjustment shows the impact of entering into a long-term lease, classified as an operating lease, for the land and building at the Madill, OK production facility, with annualized rental payments of $720 thousand which will be booked as interest expense over the term of the operating lease. The interest expense booked for the three-month period ending March 31, 2021, is $180 thousand and $720 thousand for the year ended December 31, 2020. |
|
| 8. | Eliminate Ordinary Shares Subject to redemption from Andina's Balance Sheet at March 31, 2021. Balance at March 31, 2021 of $13,543 thousand. | |
| 9. | Shows the impact of the redemption of 756,896 shares occurring from Andina's trust account in the amount of $7,753 thousand and the remaining trust account balance after redemptions of $5,790 thousand moving from Marketable Securities to Cash. | |
| 10. | For Pro Forma purposes, Members' Capital is reclassified to Common Stock and paid in capital based on the number of shares outstanding at the date of closing. |
3. Summary of pro forma shares issued and outstanding immediately after the Business Combination
The following summarizes the pro forma shares issued and outstanding immediately after the Business Combination:
| Andina Shares | ||||||||||||
| Pre-Business Combination | Adjustments | Pro Forma | ||||||||||
| Andina Ordinary Shares | 4,417,096 | (1,350,000 | ) | (1) | ||||||||
| 1,099,750 | (2) | |||||||||||
| 5,607,372 | (3) | |||||||||||
| (756,896 | ) | (4) | ||||||||||
| Pro Forma Basic - Class A Common Stock | 9,017,322 | |||||||||||
| Pro Forma Basic - Seller Class A Common Stock (as exchanged) | 11,502,355 | (5) | ||||||||||
| Pro forma Basic - Class A Common Stock and Seller Class A Common Stock (as exchanged) | 20,519,677 |
(1) The number of Insider Shares forfeitures contemplated by the Insider Forfeiture Agreement as of the Closing.
(2) Class A Common Stock issued to Public Right holders and Private Right holders at Closing, taking into account forfeiture of Private Rights pursuant to the Insider Forfeiture Agreement.
(3) Closing PIPE Investment is consummated in accordance with its terms and the Bridge PIPE Investment is consummated in accordance with its terms, with Andina issuing 5.61 million Class A Common Stock to the PIPE Investors.
(4) The number of Public Shareholders that exercised their redemption rights in connection with the Closing of the Business Combination.
(5) Estimated number of Class A Common Stock issuable to the Seller upon exchange of Seller Consideration Units and shares of Class V Common Stock for shares of Class A Common Stock, subject to the terms and conditions of the Exchange Agreement and other applicable agreements related to the Business Combination.
(6) The information in the table above does not include shares underlying the Public Warrants or Private Warrants.
| 7 |
COMPARATIVE AND UNAUDITED PRO FORMA
PER SHARE FINANCIAL INFORMATION
The following tables set forth the per share data of the Company on a stand-alone basis and the unaudited pro forma condensed combined per share data for the three months ended March 31, 2021 and the year ended December 31, 2020 after giving effect to the Business Combination. The unaudited pro forma combined net loss per share information below does not purport to represent the net loss per share which would have occurred had the companies been combined during the period presented, nor net loss per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of the Company would have been had the companies been combined during the periods presented.
Unaudited Comparative Share Information
For the Three Months Ended March 31, 2021
(In thousands, except share and per share data)
|
Stryve (Historical) (US GAAP) |
Andina Acquisition Corp. III (Historical) |
Stryve Foods, LLC Combined Pro Forma |
||||||||||
| Net loss | $ | (5,761 | ) | $ | (1,472 | ) | $ | (7,414 | ) | |||
| Stockholders' equity as of March 31, 2021 | $ | (15,198 | ) | $ | (2,158 | ) | $ | 38,150 | ||||
| Weighted average shares outstanding, basic and diluted (1) | 3,273,835 | |||||||||||
| Pro forma Weighted average shares outstanding of Class A and Class B common stock | 20,519,677 | |||||||||||
| Basic and diluted net loss per ordinary share (2) | $ | (0.45 | ) | |||||||||
| Book Value per Ordinary Share (3) | $ | (0.70 | ) | |||||||||
| Pro forma Basic and diluted loss per share - Class A and Class B common stock | $ | (0.36 | ) | |||||||||
| Pro forma Book value per share - Class A and Class B common stock | $ | 1.86 |
| (1) | Excludes an aggregate of 1,322,096 shares subject to possible redemption at March 31, 2021. |
| (2) | Net loss per ordinary share - basic and diluted excludes income attributable to ordinary shares subject to possible redemption of $319 for the three months ended March 31, 2021. |
| (3) | Book value per Ordinary Share = (Stockholders' equity / Shares outstanding). 3,095,000 Shares outstanding, excluding an aggregate of 1,322,096 Ordinary Shares subject to possible redemption at March 31, 2021. |
| 8 |
Unaudited Comparative Share Information
For the Fiscal Year Ended December 31, 2020
(In thousands, except share and per share data)
|
Stryve (Historical) (US GAAP) |
Andina Acquisition Corp. III (Historical) |
Stryve Foods, LLC Combined Pro Forma |
||||||||||
| Net loss | $ | (17,547 | ) | $ | (584 | ) | $ | (19,407 | ) | |||
| Stockholders' equity as of December 31, 2020 | $ | (9,337 | ) | $ | 5,000 | $ | 56,376 | |||||
| Weighted average shares outstanding, basic (1) | 3,592,787 | |||||||||||
| Pro forma Weighted average shares outstanding of Class A Common Stock (as exchanged) | 20,519,677 | |||||||||||
| Book value per Ordinary Share (2) | $ | 1.37 | ||||||||||
| Basic net loss per Ordinary Share (3) | $ | (0.17 | ) | |||||||||
| Pro forma Basic loss per share - Class A Common Stock (as exchanged) | $ | (0.95 | ) | |||||||||
| Pro forma Book value per share - Class A Common Stock (as exchanged) | $ | 2.75 |
| (1) | Reflects 3,592,787 outstanding Ordinary Shares, excluding an aggregate of 767,392 Ordinary Shares that were subject to possible redemption at December 31, 2020. |
| (2) | Book value per Ordinary Share equals (Stockholders' equity / Shares outstanding). 3,650,004 Shares outstanding, excluding an aggregate of 767,392 Ordinary Shares subject to possible redemption at December 31, 2020. |
| (3) | Net loss per Ordinary Share - basic excludes income attributable to Ordinary Shares that were subject to possible redemption of $39,544 for the year ended December 31, 2020. |
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