Exhibit 99.1
LIQTECH INTERNATIONAL, INC. AND SUBSIDIARIES
PROFORMA FINANCIAL STATEMENTS
The following unaudited proforma condensed consolidated balance sheet gives effect to the private placement of 1,617,503 preferred shares on the balance sheet of LIQTECH INTERNATIONAL, INC. as of September 30, 2017, accounting for the transaction using the assumptions described in the following notes, giving effect to the transaction, as if the transaction had occurred as of September 30, 2017. The transaction was completed on November 14, 2017.
The proforma condensed consolidated financial statements should be read in conjunction with the separate consolidated financial statements and related notes thereto of LIQTECH INTERNATIONAL, INC.
LIQTECH INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED PROFORMA CONDENSED COMBINED BALANCE SHEETS
| | As of | | | Proforma | | | Proforma as of | |
| | September, 30 | | | Adjustment | | | September, 30 | |
| | 2017 | | | | | | | 2017 | |
| | Unaudited | | | | | | | | | |
Current Assets: | | | | | | | | | | | | |
Cash | | $ | 528,566 | | | $ | 1,941,004 | | | $ | 2,469,570 | |
Accounts receivable, net | | | 1,613,668 | | | | - | | | | 1,613,668 | |
Other receivables | | | 342,556 | | | | - | | | | 342,556 | |
Cost in excess of billing | | | 753,615 | | | | - | | | | 753,615 | |
Inventories | | | 4,810,497 | | | | - | | | | 4.810,497 | |
Prepaid expenses | | | 16,383 | | | | - | | | | 16,383 | |
| | | | | | | | | | | | |
Total Current Assets | | | 8,065,285 | | | | 1,941,004 | | | | 10,006,289 | |
| | | | | | | | | | | | |
Property and Equipment, net accumulated depreciation | | | 2,123,429 | | | | - | | | | 2,123,429 | |
| | | | | | | | | | | | |
Other Assets: | | | | | | | | | | | | |
Investments at costs | | | 5,909 | | | | - | | | | 5,909 | |
Other intangible assets | | | 3,963 | | | | - | | | | 3,963 | |
Deposits | | | 297,719 | | | | - | | | | 297,719 | |
| | | | | | | | | | | | |
Total Other Assets | | | 307,591 | | | | - | | | | 307,591 | |
| | | | | | | | | | | | |
Total Assets | | $ | 10,496,305 | | | $ | 1,941,004 | | | $ | 12,437,309 | |
See Notes To Unaudited Proforma Condensed Combined Financial Statements.
LIQTECH INTERNATIONAL, INC. AND SUBSIDIARIES
UNAUDITED PROFORMA CONDENSED COMBINED BALANCE SHEETS
| | As of | | | Proforma | | | Proforma as of | |
| | September, 30 | | | Adjustment | | | September, 30 | |
| | 2017 | | | | | | | 2017 | |
| | Unaudited | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | | |
Current portion of notes payable | | $ | 16,061 | | | $ | - | | | $ | 16,061 | |
Current portion of capital lease obligations | | | 7,808 | | | | - | | | | 7,808 | |
Accounts payable | | | 2,290,345 | | | | - | | | | 2,290,345 | |
Accrued expenses | | | 2,197,993 | | | | - | | | | 2,197,993 | |
Billing in excess of cost | | | 15,224 | | | | - | | | | 15,224 | |
Accrued income taxes payable | | | 580 | | | | - | | | | 580 | |
Deferred revenue / customers deposits | | | 720,561 | | | | - | | | | 720,561 | |
| | | | | | | | | | | | |
Total Current Liabilities | | | 5,248,572 | | | | - | | | | 5,248,572 | |
| | | | | | | | | | | | |
Long-term notes payable, less current portion | | | 32,521 | | | | - | | | | 32,521 | |
Long-term capital lease obligations, less current portion | | | 21,054 | | | | - | | | | 21,054 | |
| | | | | | | | | | | | |
Total Long-Term Liabilities | | | 53,575 | | | | - | | | | 53,575 | |
| | | | | | | | | | | | |
Total Liabilities | | $ | 5,302,147 | | | $ | - | | | $ | 5,302,147 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Stockholders' Equity: | | | | | | | | | | | | |
Series A Convertible Preferred stock; par value $0.001, 10,000,000 shares authorized,0 shares issued and outstanding at September 30, 2017 and 1,617,503 shares issued and outstanding after the private Placement offering on November 14, 2017, | | | - | | | | 1,618 | | | | 1,618 | |
| | | | | | | | | | | | |
Common stock; par value $0.001, 100,000,000 shares authorized, 44,229,264 shares issued and outstanding at September 30, 2017 and 50,699,276 shares issued and outstanding after the private placement offering on November 14, 2017 | | | 44,230 | | | | - | | | | 44,230 | |
Additional paid-in capital | | | 37,961,723 | | | | 1,939,386 | | | | 39,901,109 | |
Accumulated deficit | | | (27,516,432 | ) | | | - | | | | (27,516,432 | ) |
Deferred compensation | | | (58,548 | ) | | | - | | | | (58,548 | ) |
Other comprehensive income, net | | | (5,236,815 | ) | | | - | | | | (5,236,815 | ) |
| | | | | | | | | | | | |
Total Stockholders' Equity | | | 5,194,158 | | | | 1,941,004 | | | | 7,135,162 | |
| | | | | | | | | | | | |
Total Liabilities and Stockholders' Equity | | $ | 10,496,305 | | | $ | 1,941,004 | | | $ | 12,437,309 | |
See Notes To Unaudited Proforma Condensed Combined Financial Statements.
LIQTECH INTERNATIONAL, INC. AND
PROVITAL SOLUTIONS A/S
NOTES TO UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS
NOTE 1 – LIQTECH INTERNATIONAL, INC. AND SUBSIDIARIES
The terms "Company", “us", "we" and "our" as used in this report refer to LiqTech International, Inc., a Nevada corporation organized in July 2004, (“Parent”) and its subsidiaries. The Company engages in the development, design, production, marketing and sale of liquid filters and diesel particulate air filters in United States, Canada, Europe, Asia and South America.
NOTE 2 – FUNCTIONAL CURRENCY
The functional currency of LIQTECH INTERNATIONAL, Inc. is the U.S. Dollar. The Company’s reporting currency is U.S. Dollar for the purpose of these unaudited proforma financial statements. The foreign subsidiaries balance sheet accounts are translated into U.S. dollars at the period-end exchange rates and all revenue and expenses are translated into U.S. dollars at the average exchange rates prevailing during the periods. Translation gains and losses are deferred and accumulated as a component of other comprehensive income in stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are included in the statement of operations as incurred.
NOTE 3 PROFORMA ADJUSTMENTS / PRIVATE PLACEMENT OFFERING
On November 14, 2017, the Parent effected a private placement of 1,617,503 shares of Series A preferred stock (1 to 4 conversion rate) or 6,470,012 ordinary shares of its common stock at a per share price of $1.20 per preferred share for aggregate proceeds to Parent of $1,941,203.60. Immediately prior to the closing of the private placement, Parent had 44,229,264 of its common stock issued and outstanding, and after the issuance of the 1,617,503 shares of preferred stock in the private placement, or 14.63% equivalent shares of the total shares of common stock issued and outstanding immediately prior to effecting the private placement, Parent has 1,617,503 preferred shares and 44,229,264 common shares issued and outstanding as of the date of this Report. The private placement was completed pursuant to Section 4(a)(2), Rule 506 of Regulation D and/or Regulation S of the Securities Act of 1933. In connection with the private placement, each investor executed a subscription agreement, which contains customary representations and warranties of Parent and of each investor. The private placement was made directly by Parent and no underwriter or placement agent was engaged by Parent.