OMNIQ (OMQS) 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit 99.3

OMNIQ CORP AND DANGOT COMPUTERS LTD

UNAUDITED PROFORMA CONDENSED COMBINED STATEMENTS OF INCOME AND

COMPREHENSIVE LOSS

FOR THE YEAR ENDED DECEMBER 31, 2020 

	Historical						Pro Forma
	OmniQ			Dangot			Combined
(In thousands except per share data)
Revenue	$	55,209		$	37,284		$	92,493
Cost of revenue		44,293			28,847			73,140
Gross profit (loss)		10,916			8,437			19,353
Operating expenses
Research and development		1,805						1,805
Selling, general and administrative		15,802			6,125			21,927
Depreciation		178			356			534
Amortization		2,114						2,114
Total operating expenses		19,899			6,481			26,380
Income (loss) from operations		(8,983	)		1,956			(7,027	)
Other income (expenses)		(2,516	)		310			(2,206	)
Loss before income taxes		(11,499	)		2,266			(9,233	)
Income tax benefit (provision)		(5	)		(446	)		(451	)
Net income (loss)		(11,504	)		1,820			(9,684	)
Net (loss), attributable to non-controlling interest					(3	)
Less: Preferred stock - Series C dividend		(191	)					(191	)
Net income (loss) available to common stockholders	$	(11,313	)	$	1,823		$	(9,490	)
Foreign Currency Translation adjustment		(167	)					(167	)
Net loss per share - Basic	$	(2.46	)
Net loss per share - Diluted	$	(2.66	)	$			$
Basic and diluted weighted average common shares outstanding		4,322,303						4,322,303

OMNIQ CORP AND DANGOT COMPUTERS LTD

UNAUDITED PROFORMA CONDENSED COMBINED STATEMENTS OF INCOME AND

COMPREHENSIVE LOSS

FOR THE 6-MONTH PERIOD ENDED JUNE 30, 2021

	Historical				Pro Forma
	OmniQ		Dangot		Combined
(In thousands except per share data)
Revenue	$	32,870	$	19,556	$	52,426
Cost of revenue		26,936		14,831		41,767
Gross profit (loss)		5,934		4,725		10,659
Operating expenses
Research and development		962				962
Selling, general and administrative		8,547		3,120		11,667
Depreciation		85		90		175
Amortization		1,047				1,047
Total operating expenses		10,641		3,210		13,851
						0
Income (loss) from operations		-4,707		1,515		-3192
						0
Interest Expense		-1,304		-158
Other (expenses) income		160		17		177
Loss before income taxes		-5,851		1,374		-4,477
Income tax benefit (provision)		-3		-313		-316
Net income (loss)		-5,854		1,061		-4,793

OMNIQ CORP AND DANGOT COMPUTERS LTD

UNAUDITED PROFORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2021

	Historical								Pro Forma
(In thousands)	OmniQ			Dangot		Private Placement			Adjustments			Combined
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	5,437		$	666	$	13,675	b		$ (5,257	)a2	$	14,521
Accounts receivable, net		6,256			13,470								19,726
Inventory		2,276			4,616								6,892
Prepaid expenses		476			1,154								1,630
Other current assets		10			0								10
TOTAL CURRENT ASSETS		14,455			19,906		13,675			(5,257	)		42,779
Property and equipment, net of accumulated depreciation		210			638								848
Goodwill		14,695			72					6,859	a		21,626
Trade name, net of accumulated amortization		825			0					1,759	a		2,584
Customer relationships, net of accumulated amortization		3,758			0					3,010	a		6,768
Other intangibles, net of accumulated amortization		963			0								963
Right of use lease asset		61			2,450								2,511
Investment in Subsidiaries		0			241					(241	)a		0
Income receivable, long term					1,134								1,134
Deffered tax asset					213								213
Other assets		893			130								1,023
TOTAL ASSETS	$	35,860		$	24,784	$	13,675		$	6,130		$	80,449
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	32,918		$	9,017	$			$			$	41,935
Line of credit		1,846			1,937								3,783
Accrued payroll and sales tax		1,136			1,186								2,322
Notes payable, related parties – current portion		390											390
Notes payable – current portion		5,447			226								5,673
Lease liability – current portion		32			981								1,013
Deferred revenue					762								762
Deferred tax liability													0
Other current liabilities		1,160			1,946								1,760
TOTAL CURRENT LIABILITIES		42,929			16,055		0			0			57,638
LONG TERM LIABILITIES
Notes payable, related party, less current portion		488											488
Accrued interest and accrued liabilities, related party		60											60
Lease liability		32			1,507								1,539
Note payable long term					659								659
Other long term liabilities		988								5,310			6,298
TOTAL LIABILITIES	$	44,497		$	18,221	$	0		$	5,310		$	66,682
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EARNINGS (DEFICIT)
Series C Preferred stock	$	1		$		$			$			$	1
Common stock		5			3		14			(3	)		19
Additional paid-in capital		54,117			16		13,661	b		1,985	a3		69,779
Accumulated earnings (deficit)		(62,628	)		6,544					(6,544	)a1		(62,628	)
Accumulated other comprehensive loss		(132	)										(132	)
Total stockholders’ equity attributable to common and preferred stockholders		(8,637	)		6,563		13,675			(4,562	)		7,039
Non controlling Interest										5,382			5,382
TOTAL STOCKHOLDERS’ EQUITY		(8,637	)		6,563		13,675			820			12,421
													0
TOTAL LIABILITIES AND EQUITY	$	35,860		$	24,784	$	13,675		$	6,130		$	80,449

Notes

(a) This entry reflects the preliminary allocation of the purchase price to identifiable net assets acquired and the excess purchase price to Goodwill as follows:

Book value of net assets acquired
Fair value of net tangible assets acquired	6,321
Intagible assets	4,769
Goodwill	6,859
Purchase consideration	17,949

(a1) The Pro Forma Balance Sheet has been adjusted to eliminate the historical shareholders’ equity accounts of Dangot Computers

(a2) The Pro Forma Balance Sheet has been adjusted by the amount of cash required pursuant to the terms of the Share Purchase Agreement.

(a3) The Pro Forma Balance Sheet has been adjusted by the amount of common stock issued to the sellers pursuant to the terms of the Share Purchase Agreement.

(b) The Pro Forma Balance Sheet has been adjusted by the net cash proceeds and corresponding shares of common stock pursuant to the private placement subscription agreement