Exhibit 99.2
B. RILEY PRINCIPAL MERGER CORP.
PRO FORMA BALANCE SHEET
| | Actual April 11, 2019 | | | Pro Forma Adjustments (Unaudited) | | | As Adjusted (Unaudited) | |
| | | | | | | | | |
Assets | | | | | | | | | |
Current assets: | | | | | | | | | |
Cash | | $ | 1,685,930 | | | | | | | $ | 1,685,930 | |
Prepaid expenses | | | 26,800 | | | | | | | | 26,800 | |
Total current assets | | | 1,712,730 | | | | | | | | 1,712,730 | |
Cash held in Trust Account | | | 125,000,000 | | | $ | 375,000 | (a) | | | 143,750,000 | |
| | | | | | | (375,000 | )(b) | | | | |
| | | | | | | 18,750,000 | (c) | | | | |
Total assets | | $ | 126,712,730 | | | $ | 18,750,000 | | | $ | 145,462,730 | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | |
Offering costs payable | | $ | 450,864 | | | | | | | $ | 450,864 | |
Payable to related parties | | | 8,279 | | | | | | | | 8,279 | |
Note payable - related party | | | 67,950 | | | | | | | | 67,950 | |
Total liabilities | | | 527,093 | | | | | | | | 527,093 | |
| | | | | | | | | | | | |
Commitments | | | | | | | | | | | | |
Class A Common stock subject to possible redemption; 12,118,563 and 13,993,563 shares (at redemption value of $10 per share), actual and as adjusted | | | 121,185,630 | | | | 18,750,000 | (d) | | | 139,935,630 | |
Stockholders’ equity: | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | — | | | | — | | | | — | |
Class A Common stock, $0.0001 par value; 100,000,000 shares authorized; | | | 81 | | | | 3 | (a) | | | 84 | |
806,437 and 843,937 shares issued and outstanding (excluding 12,118,563 and | | | | | | | 188 | (c) | | | | |
13,993,563 subject to redemption), actual and as adjusted | | | | | | | (188 | )(d) | | | | |
Class B Common stock, $0.0001 par value; 25,000,000 shares authorized; 3,593,750 issued and outstanding | | | 359 | | | | | | | | 359 | |
Additional paid-in capital | | | 5,009,567 | | | | 374,997 | (a) | | | 5,009,564 | |
| | | | | | | (375,000 | )(b) | | | | |
| | | | | | | 18,749,812 | (c) | | | | |
| | | | | | | (18,749,812 | )(d) | | | | |
Accumulated deficit | | | (10,000 | ) | | | | | | | (10,000 | ) |
Total stockholders’ equity | | | 5,000,007 | | | | — | | | | 5,000,007 | |
Total liabilities and stockholders’ equity | | $ | 126,712,730 | | | $ | 18,750,000 | | | $ | 145,462,730 | |
B. RILEY PRINCIPAL MERGER CORP.
NOTE TO PRO FORMA BALANCE SHEET
(Unaudited)
NOTE 1 - CLOSING OF PARTIAL EXERCISE OF OVERALLOTMENT OPTION, ADDITIONAL PRIVATE PLACEMENT AND FORFEITED SHARES
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of the B. Riley Principal Merger Corp. (the “Company”) as of April 11, 2019, adjusted for the closing of the underwriters’ exercise of their overallotment option and related transactions which occurred on April 12, 2019 as described below.
On April 12, 2019, the Company consummated the closing of the sale of 1,875,00 additional Units upon receiving notice of the underwriters’ election to exercise their overallotment option (“Overallotment Units”), generating additional gross proceeds of $18,750,000 and incurred additional offering costs of $375,000 in underwriting fees. Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 37,500 Private Placement Units to the Sponsor, generating gross proceeds of $375,000. Pro forma adjustments to reflect the exercise of the underwriters’ overallotment option are as follows:
| Pro Forma Entries | | Debit | | Credit |
| | | | | | | |
(a) | Cash held in Trust Account | | $ | 375,000 | | | |
| Common Stock - Class A | | | | | $ | 3 |
| Additional paid-in capital | | | | | | 374,997 |
| To record the sale of 37,500 Private Placement Units at $10.00 per Unit. | | | | | | |
| | | | | | | |
(b) | Additional paid-in capital | | | 375,000 | | | |
| Cash held in Trust Account | | | | | | 375,000 |
| To record payment of 2% of cash underwriting fee on overallotment option. | | | | | | |
| | | | | | | |
(c) | Cash held in Trust Account | | | 18,750,000 | | | |
| Common Stock - Class A | | | | | | 188 |
| Additional paid-in capital | | | | | | 18,749,812 |
| To record the sale of 1,875,000 Overallotment Units at $10.00 per Unit. | | | | | | |
| | | | | | | |
(d) | Class A Common stock subject to possible redemption | | | 18,750,000 | | | |
| Common Stock - Class A | | | | | | 188 |
| Additional paid-in capital | | | | | | 18,749,812 |
| To record Reclassification of 1,875,000 shares of Common Stock subject to redemption as a result of the exercise of the overallotment option. | | | | | | |