PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED) | NOTE 15 – PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED) Introduction The following unaudited pro forma condensed combined financial information presents the unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statements of operations based upon the combined historical financial statements of American Rebel Holdings, Inc. (the “Company”) and Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC, Champion Safe De Mexico, S.A. de C.V. (collectively “Champion Entities”), after giving effect to the consummation of the transaction completed on July 29, 2022 (as disclosed on Current Report Form 8-K, dated August 4, 2022), by and among the Company and Champion Entities, and the related adjustments described in the accompanying notes. The transaction is accounted for under the acquisition method of accounting, which requires determination of the accounting acquirer. The Company is considered to be the acquirer of Champion Entities for accounting purposes and will allocate the purchase price to the fair value of Champion Entities’ assets and liabilities as of the acquisition date, with any excess purchase price recorded as goodwill. The unaudited pro forma condensed combined balance sheet data as of December 31, 2022, gives effect to the transaction as if it occurred on that date for which it is reported on, which incidentally the Company acquired Champion Entities on July 29, 2022. The unaudited pro forma condensed combined statement of operations for the years ended December 31, 2021 and 2022, gives effect to the transaction as if it had occurred on January 1, 2021, more than one full calendar year prior to the actual acquisition date of July 29, 2022. The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma adjustments reflecting the transaction have been prepared in accordance with business combination accounting guidance as provided in FASB ASC Topic 805 and reflect the preliminary allocation of the estimated merger consideration to the acquired assets and liabilities assumed based upon their estimated fair values, using the assumptions set forth in the notes to the unaudited pro forma condensed combined financial information. The Company’s historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to events that are (1) directly attributable to the transaction, (2) factually supportable, and (3) with respect to the statement of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information is provided for informational purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the transaction had been completed as of the dates set forth above, nor is it indicative of the future results or financial position of the combined company. In connection with the pro forma condensed combined financial information, the Company allocated the estimated purchase price using its best estimates of fair value. The allocation is dependent upon certain valuation and other analyses that are not yet final. Accordingly, the pro forma acquisition price adjustments are preliminary and subject to further adjustments as additional information becomes available and as additional analyses are performed. There can be no assurances that the final valuations will not result in material changes to the preliminary estimated purchase price allocation. The unaudited pro forma condensed combined financial information also does not give effect to the dilution or costs of financing associated with the transaction, potential impact of current financial conditions, any anticipated synergies, operating efficiencies or cost savings that may result from the transaction or any integration costs. Furthermore, the unaudited pro forma condensed combined statements of operations do not include certain nonrecurring charges and the related tax effects that result directly from the transaction as described in the notes to the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information should be read in conjunction with both the Company’s and Champion Entities’ unaudited historical condensed consolidated financial statements as of December 31, 2022, (which includes the Champion Entities activities as of the acquisition date and financial activity through the end of the 2022 calendar year) and the audited historical consolidated financial statements as of and for the year ended December 31, 2021. AMERICAN REBEL HOLDINGS, INC. UNAUDITED COMBINED CONSOLIDATED BALANCE SHEETS SCHEDULE OF FINANCIAL STATEMENTS (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) American Champion Purchase Financing Pro Historical Historical Adjustments Adjustments Combined 31-Dec-22 31-Dec-22 31-Dec-22 31-Dec-22 31-Dec-22 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 85,339 $ 271,415 $ - $ - $ 356,754 Accounts receivable 496,898 1,116,591 (2,529 ) - 1,619,960 Prepaid expense 178,559 28,493 - - 207,052 Inventory 943,854 6,477,842 - - 7,421,696 Inventory deposits and other 943,977 - (943,977 ) - - Total Current Assets 2,648,627 7,894,341 (946,506 ) - 9,596,462 Property and Equipment, net 13,196 443,329 - - 456,525 OTHER ASSETS: Goodwill and Purchase Consideration 10,247,420 243,899 (5,674,420 ) 327,000 4,900,000 (243,899 ) Right of use - Assets - - - - - Lease deposits 4,750 13,282 - - 18,032 10,252,170 257,181 (5,918,319 ) 327,000 4,705,703 TOTAL ASSETS $ 12,913,993 $ 8,594,851 $ (6,864,825 ) $ 327,000 $ 14,971,019 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable and accrued expense 793,525 1,730,026 - - 2,523,551 Accrued interest 103,919 - - - 103,919 Loan – officer - related party - - - - - Loan – working capital 602,643 600,000 (600,000 ) - 602,643 Loans - nonrelated parties - - - - - Total Current Liabilities 1,500,087 2,330,026 (600,000 ) - 3,230,113 Right of use - Liabilities - - - - - TOTAL LIABILITIES 1,500,087 2,330,026 (600,000 ) - 3,230,113 STOCKHOLDERS’ EQUITY (DEFICIT): Preferred stock, Class A 100 - - - 100 Preferred stock, Class B 75 - - - 75 Preferred stock Common stock, 677 - - - 677 Additional paid in capital 45,465,077 6,264,825 (6,264,825 ) - 45,465,077 Accumulated deficit (34,052,022 ) - - 327,000 (33,725,022 ) TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) 11,413,906 6,264,825 (6,264,825 ) 327,000 11,740,906 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 12,913,993 $ 8,594,851 $ (6,864,825 ) $ 327,000 $ 14,863,359 AMERICAN REBEL HOLDINGS, INC. UNAUDITED CONDENSED COMBINED STATEMENTS OF OPERATIONS (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) American Champion Purchase Financing Pro Historical Historical Adjustments Adjustments Combined 31-Dec-21 31-Dec-21 31-Dec-21 31-Dec-21 31-Dec-21 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Revenue $ 986,826 $ 18,304,859 $ - $ (600,000 ) $ 18,691,685 Cost of goods sold 812,130 14,354,863 - (600,000 ) 14,566,993 Gross margin 174,696 3,949,996 - - 4,124,692 Expenses: Consulting – business development 2,012,803 1,838,947 - - 3,851,750 Product development costs 330,353 24,558 - - 354,911 Marketing and brand development costs 171,030 828,890 - - 999,920 Administrative and other 968,306 518,705 - - 1,487,011 Depreciation expense 3,643 24,919 - - 28,562 Operating expenses 3,486,135 3,236,019 - - 6,722,154 Operating income (loss) (3,311,439 ) 713,977 - - (2,597,462 ) Other Income (Expense) Interest expense (2,061,782 ) (77,752 ) - 1,800,000 (339,534 ) Interest Income - 305 305 Payroll Protection Loan Forgiven - 625,064 - 625,064 Gain (Loss) on extinguishment of debt (725,723 ) - - 725,723 - Net income (loss) before income tax provision (6,098,944 ) 1,261,594 - 2,525,723 (2,311,627 ) Provision for income tax - - - - - Net income (loss) $ (6,098,944 ) $ 1,261,594 $ - $ 2,525,723 $ (2,311,627 ) Basic and diluted income (loss) per share $ (48.00 ) $ - $ - $ - $ (18.25 ) Weighted average common shares outstanding - basic and diluted 126,760 - - - 126,760 AMERICAN REBEL HOLDINGS, INC. UNAUDITED CONDENSED COMBINED STATEMENTS OF OPERATIONS (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) American Champion Purchase Financing Pro Historical Historical Adjustments Adjustments Combined 31-Dec-22 31-Dec-22 31-Dec-22 31-Dec-22 31-Dec-22 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Revenue $ 1,018,363 $ 17,909,282 $ - $ (301,762 ) $ 18,625,883 Cost of goods sold 776,063 13,569,736 - (549,629 ) 13,796,170 Gross margin 242,300 4,339,546 - 247,867 4,829,713 Expenses: Consulting/payroll and other payroll 1,016,212 2,083,574 - - 3,099,786 Product development costs 746,871 44,408 - - 791,279 Marketing and brand development costs 487,624 30,442 - - 518,066 Administrative and other 3,002,418 1,685,052 - (79,133 ) 4,608,337 Depreciation expense 1,355 54,014 - - 55,369 Operating expenses 5,254,480 3,897,490 - (79,133 ) 9,072,837 Operating income (loss) (5,012,180 ) 442,056 - 327,000 (4,243,124 ) Other Income (Expense) Interest expense (699,149 ) (59,950 ) - - (759,099 ) Interest income 4,892 6,926 - - 11,818 Gain/loss on sale of assets - 1,995 - - 1,995 Gain (Loss) on extinguishment of debt (1,376,756 ) - - - (1,376,756 ) Net income (loss) before income tax provision (7,083,193 ) 391,027 - 327,000 (6,365,166 ) Provision for income tax - - - - - Net income (loss) $ (7,083,193 ) $ 391,027 $ - $ 327,000 $ (6,365,166 ) Basic and diluted income (loss) per share $ (23.71 ) $ - $ - $ - $ (21.31 ) Weighted average common shares outstanding - basic and diluted 298,760 - - - 298,760 Basis of Presentation The historical financial information has been adjusted in the unaudited pro forma condensed combined financial information to give effect to events that are (1) directly attributable to the transaction, (2) factually supportable, and (3) with respect to the statement of operations, expected to have a continuing impact on the combined results. The pro forma adjustments are based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the transaction and certain other adjustments. The final determination of the purchase price allocation was based on the fair values of assets acquired and liabilities assumed as of the date the transaction closed, which was July 29, 2022. The Company’s and Champion Entities’ historical results reflect the audited condensed statements of operations for the twelve months ended December 31, 2022, and December 31, 2021, and the audited condensed balance sheet as of December 31, 2022. Description of Transaction On June 29, 2022, the Company entered into and executed a stock and membership interest purchase agreement with Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC, Champion Safe De Mexico, S.A. de C.V. (the “Champion Entities”) and Mr. Ray Crosby (“Seller”) (the “Champion Purchase Agreement”), pursuant to which the Company acquired all of the issued and outstanding capital stock and membership interests of Champion Entities from the Seller. Under the terms of the Champion Purchase Agreement, the Company paid the Seller (i) cash consideration of approximately $ 9,150,000 350,000 397,000 1,442,000 291,000 Reclassification Adjustments The accounting policies used in the preparation of this unaudited pro forma condensed combined financial information are those as set out in the Company’s audited consolidated financial statements as of and for the fiscal year ended December 31, 2022, and for the fiscal year ended December 31, 2021. With the information currently available, the Company determined that no significant adjustments are necessary to conform Champion Entities’ consolidated financial statements to the accounting policies used by the Company. The Company determined that the Right-to-Use assets and liabilities of the Champion Acquisition provided a net, net effect of zero to its financial presentation and condition, therefore leaving out of the unaudited pro forma condensed combined financial information as of December 31, 2022. The reclassification adjustments are based on currently available information and assumptions management believes are, under the circumstances and given the information available, reasonable, and reflective of any adjustments necessary to report the Company’s financial condition and results of operations as if the acquisition were completed in the presentation. The combined company finalized the review of all accounting policies and reclassifications, which were not deemed to be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein. The reclassification adjustments for proforma presentation currently identified are as follows: Transaction Consideration Total transaction consideration was approximately $ 9,900,000 9,897,420 The following table summarizes the consideration transferred as a result of the combination. SCHEDULE OF ACQUISITIONS CONTINGENT CONSIDERATION Deposits paid with contract $ 350,000 Cash payment due at closing 9,150,000 Reimbursement for equipment purchased since June 30, 2021 400,000 Transaction Consideration $ 9,900,000 Total additional costs directly attributed to the purchase of the Champion Entities was and additional $ 340,000 200,000 150,000 Allocation of Consideration Under the acquisition method of accounting, the identifiable assets acquired, and liabilities assumed of Champion Entities are recognized and measured at fair value as of the closing date of the combination and added to those of the Company. The determination of fair value used in the transaction-related adjustments presented herein are based on management estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the effect of the acquisition. The Company used the assistance of outside professionals and valuation experts to determine if there should be any impairment charges or other to these estimated numbers as of December 31, 2022. Final allocation of consideration, upon completion of the acquisition, was based on Champion’s assets acquired and liabilities assumed as of the acquisition date, July 29, 2022. The following table sets forth an allocation of the approximate consideration plus additional costs to acquire the identifiable tangible and intangible assets acquired and liabilities assumed of Champion Entities based on Champion Entities’ unaudited consolidated balance sheet as of December 31, 2022, with the estimated excess recorded to goodwill: RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED Total assets (approximate) $ 7.070,000 Total liabilities (approximate) 1,730,000 Net acquired tangible assets 5,340,000 Goodwill and other intangible assets 4,900,000 Allocation of the Estimated Transaction Consideration $ 10,240,000 Pro Forma Adjustments Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments SCHEDULE OF BUSINESS ACQUISITION PRO FORMA INFORMATION a. To record estimated working capital financing (of which there was none required) in addition to Transaction Consideration, as of December 31, 2022. American Rebel Champion Entities Total Additional working capital $ - $ - $ - Additional paid in capital - - - Pro forma net adjustment $ - $ $ - Unaudited Pro Forma Condensed Combined Statements of Operations Adjustments b. To adjust Revenue and Cost of Goods Sold for estimated transactions between companies: Year Ended December 31, 2022 Year Ended December 31, 2021 Revenue $ (300,000 ) $ (600,000 ) Cost of Goods Sold (550,000 ) (600,000 ) General and Administrative Costs 80,000 - Pro forma net adjustment $ (330,000 ) $ - c. To adjust interest expense and loss on extinguishment of debt based upon debt obligations eliminated by working capital financing (of which there is none required) in connection with the acquisition: Year Ended December 31, 2022 Year Ended December 31, 2021 Interest expense $ - $ (1,800,000 ) Loss on extinguishment of debt - (725,000 ) Pro forma net adjustment $ - $ (2,525,000 ) |