Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following supplemental pro forma information of I-ON Communications Corp., f/k/a Evans Brewing Company, Inc. (“Evans”) is presented for informational purposes only, as an aid to understanding the combined financial results of I-ON Communications Co, Ltd. and Evans Brewing Company, Inc. This unaudited pro forma condensed combined financial information should not be considered a substitute for the historical financial information prepared in accordance with generally accepted accounting principles (“GAAP”), as presented in Exhibit 99.1 and 99.2 of this Current Report on Form 8-K. The unaudited pro forma consolidated financial information disclosed in this report is for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the pro forma events taken place on the dates indicated, or of the Company’s future consolidated results of operations.
On January 25, 2018, Evans executed an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”), with I-ON Communications Co., Ltd., a company organized under the laws of the Republic of Korea (South Korea) (“I-ON”) and I-ON Acquisition Corp., a wholly-owned subsidiary of Evans (“Acquisition”). Pursuant to the terms of the Merger Agreement, Acquisition merged with and into I-ON in a statutory reverse triangular merger (the “Merger”) with I-ON surviving as a wholly-owned subsidiary of Evans. As consideration for the Merger, Evans agreed to issue the shareholders of I-ON (the “I-ON Holders”) an aggregate of 26,000,000 shares of Evans’ common stock, par value $0.001 per share (the “Common Stock”) in accordance with their pro rata ownership of I-ON capital stock. Following the Merger, Evans adopted the business plan of I-ON in information technology consultancy and software development.
The Merger will be accounted for as a reverse business combination. Under this method of accounting, I-ON will be treated as the acquiring company for financial reporting purposes. Accordingly, for accounting purposes, the Merger will be treated as the equivalent of Evans issuing stock for the net assets of I-ON, accompanied by a recapitalization. The net liabilities of Evans will be stated at fair value, while the assets and liabilities of I-ON are recognized at their historical basis.
The unaudited pro forma condensed combined financial statements are derived from and should be read in conjunction with historical consolidated financial statements and related notes of I-ON, which are included in its financial statements for the years ended December 31, 2017 and 2016, which are filed as Exhibit 99.1 and 99.2 of the Current Report on Form 8- K to which this is an exhibit. The unaudited pro forma condensed combined balance sheet as of December 31, 2017, are presented herein.
12/31/2017 | | | | | | | | | | | | |
ASSETS | | Evans Brewing | | | I-ON Communications Ltd. (a) | | | Pro-forma Adjustments | | | I-ON Communications Corp. | |
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Current Assets | | | | | | | | | | | | |
Cash | | | - | | | | 1,439,700 | | | | - | | | | 1,439,700 | |
Restricted cash | | | - | | | | 1,795,781 | | | | - | | | | 1,795,781 | |
Short-term financial instruments | | | - | | | | 746,687 | | | | - | | | | 746,687 | |
Short-term loans | | | - | | | | 112,003 | | | | - | | | | 112,003 | |
Accounts receivable | | | 124,638 | | | | 4,014,388 | | | | - | | | | 4,139,026 | |
Misc receivable | | | 400,000 | | | | - | | | | - | | | | 400,000 | |
Inventory | | | 292,764 | | | | - | | | | - | | | | 292,764 | |
Deposits-short term | | | 47,203 | | | | - | | | | - | | | | 47,203 | |
Prepaid expense and other | | | 25,600 | | | | 537,402 | | | | | | | | 563,002 | |
Total Current Assets | | | 890,204 | | | | 8,785,044 | | | | - | | | | 9,675,248 | |
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Non-current Assets | | | | | | | | | | | | | | | | |
Investments | | | - | | | | 136,271 | | | | - | | | | 136,271 | |
Property & equipment, net | | | 1,596,945 | | | | 69,455 | | | | - | | | | 1,666,400 | |
Intangible assets, net | | | - | | | | 74,642 | | | | - | | | | 74,642 | |
Deposits | | | 67,500 | | | | 392,095 | | | | - | | | | 459,595 | |
Liquor license | | | 135,968 | | | | - | | | | - | | | | 135,968 | |
Deferred tax asset | | | 11,668 | | | | 879,957 | | | | - | | | | 891,625 | |
Total Non-current Assets | | | 1,812,081 | | | | 1,552,420 | | | | - | | | | 3,364,501 | |
Total Assets | | | 2,702,285 | | | | 10,198,381 | | | | - | | | | 12,900,666 | |
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LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | | | | | | | | | | | |
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Current Liabilities | | | | | | | | | | | | | | | | |
Bank overdraft | | | 30,976 | | | | - | | | | - | | | | 30,976 | |
Accounts payable | | | 387,846 | | | | 520,045 | | | | - | | | | 907,891 | |
Accrued interest | | | 58,801 | | | | - | | | | - | | | | 58,801 | |
Accrued salary | | | 54,832 | | | | - | | | | - | | | | 54,832 | |
Accrued expenses and other | | | - | | | | 1,197,005 | | | | - | | | | 1,197,005 | |
Value-added tax payable | | | - | | | | 184,186 | | | | - | | | | 184,186 | |
Deferred revenue | | | 14,215 | | | | - | | | | - | | | | 14,215 | |
Payable-credit cards | | | 20,417 | | | | - | | | | - | | | | 20,417 | |
Refundable deposits | | | 96,684 | | | | - | | | | - | | | | 96,684 | |
Total notes payable | | | 2,524,378 | | | | - | | | | - | | | | 2,524,378 | |
Total Current Liabilities | | | 3,188,151 | | | | 1,901,236 | | | | - | | | | 5,228,470 | |
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Long Term Liabilities | | | | | | | | | | | | | | | | |
Long-term debt, net of current portion | | | - | | | | 280,007 | | | | - | | | | 280,007 | |
Deferred tax liability | | | 11,668 | | | | - | | | | - | | | | 11,668 | |
Total Long Term Liabilities | | | 11,668 | | | | 280,007 | | | | - | | | | 291,675 | |
Total Liabilities | | | 3,199,819 | | | | 2,320,326 | | | | - | | | | 5,520,146 | |
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Stockholders' Equity | | | | | | | | | | | | | | | | |
Preferred stock | | | 100 | | | | - | | | | (100 | ) | | | - | |
Common stock | | | 490 | | | | 1,203,383 | | | | (1,200,673 | ) | | | 3,200 | |
Additional paid in capital | | | 3,510,977 | | | | 2,011,254 | | | | (798,688 | ) | | | 4,723,543 | |
Accumulated other comprehensive loss | | | | | | | 274,468 | | | | | | | | 274,468 | |
Accumulated deficit | | | (4,009,100 | ) | | | 4,527,781 | | | | | | | | 518,681 | |
Non-controlling interests | | | | | | | 252 | | | | | | | | 252 | |
Total Company Stockholders' Equity | | | (497,533 | ) | | | 8,017,138 | | | | | | | | 7,519,605 | |
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Total Liabilities and Stockholders' Equity | | | 2,702,285 | | | | 10,198,381 | | | | - | | | | 12,900,666 | |
(a) Reflects 100% of assets, liabilities, income and expenses of I-ON Communications, Ltd.
| | Evans Brewing | | | I-ON Communications Ltd. (a) | | | Pro-forma adjustments | | | I-ON Communications Corp | |
Net Sales | | | 2,336,804 | | | | 9,206,355 | | | | - | | | | 11,543,159 | |
Cost of goods sold | | | 2,347,515 | | | | 6,199,386 | | | | - | | | | 8,546,901 | |
Gross Profit | | | (10,711 | ) | | | 3,006,969 | | | | - | | | | 2,996,258 | |
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Operating Expense: | | | | | | | | | | | | | | | | |
General and administrative | | | 1,370,386 | | | | 1,749,576 | | | | - | | | | 3,119,962 | |
Research and development | | | - | | | | 670,714 | | | | - | | | | 670,714 | |
Total operating expense | | | 1,370,386 | | | | 2,420,290 | | | | - | | | | 3,790,676 | |
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Income from operations | | | (1,381,097 | ) | | | 586,679 | | | | - | | | | (794,418 | ) |
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Other income (expense) | | | 321 | | | | - | | | | - | | | | | |
Interest income | | | - | | | | 49,020 | | | | - | | | | 49,020 | |
Gain on foreign currency exchange, net | | | - | | | | (12,525 | ) | | | - | | | | (12,525 | ) |
Miscellaneous income (expense), net | | | - | | | | (393,006 | ) | | | - | | | | (393,006 | ) |
Interest expense | | | (60,717 | ) | | | (10,149 | ) | | | - | | | | (70,866 | ) |
Total other income (expense), net | | | (60,396 | ) | | | (366,660 | ) | | | - | | | | (427,056 | ) |
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Income before provision for income taxes | | | (1,441,493 | ) | | | 220,019 | | | | - | | | | (1,221,474 | ) |
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Provision for income tax | | | 5,570 | | | | 146,901 | | | | - | | | | 152,471 | |
Net income before income or loss on equity investments in affiliates and non-controlling interest | | | (1,447,063 | ) | | | 73,118 | | | | - | | | | (1,373,945 | ) |
Income (loss) on equity investments in affiliates | | | - | | | | (54,100 | ) | | | - | | | | (54,100 | ) |
Net income (loss) before non-controlling interest | | | (1,447,063 | ) | | | 19,018 | | | | - | | | | (1,428,045 | ) |
Non-controlling interest | | | - | | | | 91 | | | | - | | | | 91 | |
Net income (loss) | | | (1,447,063 | ) | | | 19,109 | | | | - | | | | (1,427,954 | ) |
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Earnings (loss) per share; | | | | | | | | | | | - | | | | | |
Basic and Diluted | | | (0.30 | ) | | | (0.01 | ) | | | - | | | | (0.04 | ) |
Weighted average number of shares outstanding (Basic and Diluted) | | | 4,802,240 | | | | 2,808,214 | | | | - | | | | 32,000,000 | |
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Comprehensive income statement: | | | | | | | | | | | - | | | | | |
Net income | | | (1,447,063 | ) | | | 19,018 | | | | - | | | | (1,428,045 | ) |
Foreign currency translation | | | - | | | | 747,785 | | | | - | | | | 747,785 | |
Total comprehensive income | | | - | | | | 766,803 | | | | - | | | | 766,803 | |