• No se han encontrado resultados

UNI DIAGRAMA DE OPERACIO ES DEL PROCESO DOP

2.5 CONTROL DE CALIDAD EN EL PROCESO DE FABRICACIÓN 1 Núcleos

2.6.3 CONSTRUCCIÓN DE BOBINAS

The following table sets forth our cash and our capitalization as of March 31, 2014:

You should read this information together with the consolidated historical and unaudited pro forma condensed combined financial statements and the related notes thereto included in this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the “Selected Historical Consolidated Financial Information” sections of this prospectus.

• on an actual basis, reflecting the filing of our amended and restated certificate of incorporation on April 4, 2014 to effect the 8.65 for 1 stock split of our common stock; and

• on a pro forma basis after giving effect to the planned acquisitions of the Target Sellers; and • on a pro forma as adjusted basis to reflect the pro forma adjustments set forth above, and

• the conversion of the promissory note in the principal amount of $500,000 plus accrued interest from September 23, 2013 to the date of this offering at a 7% annual interest rate, into 117,078 shares of common stock, at a 10% discount to the price per share of this offering, and the

• sale of 4,080,000 shares of our common stock offered by us at the initial public offering price of $5.00 per share, and the receipt of estimated net proceeds therefrom of $15.6 million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses, payable by us, and assuming no exercise of the underwriter’s option to purchase additional shares from us.

As of May 31, 2014, we had $294,000 of cash and $3.3 million of debt, of which $1.9 million is a current liability and $492,000 is convertible debt.

The outstanding share information in the table above is based on 5,101,770 shares of common stock outstanding as of March 31, 2014, and excludes 217,500 shares of common stock subject to Restricted Stock Unit awards granted after December 31, 2013, which represent a portion of the 1,133,500 shares of common stock to be reserved for future issuance under our 2014 Equity Incentive Plan.

As of March 31, 2014

Actual Pro Forma

Pro Forma As Adjusted

(in thousands, except share data)

Cash $ 307 $ (10,980 ) $ 5,592

Debt, current portion $ 1,984 $ 1,984 $ 1,984

Convertible note payable 484 484 —

Long-term debt, net of convertible note and current portion 1,004 1,004 1,004

Total debt 3,472 3,472 2,988

Stockholders' equity (deficit)

Common stock, $0.001 par value, authorized 19,000,000 shares, 5,101,770 shares issued and outstanding, actual; authorized 19,000,000 shares, 6,785,866 shares issued and outstanding, pro forma; authorized 19,000,000 shares, 10,982,944 shares issued

and outstanding, pro forma as adjusted 5 6 10 Accumulated other comprehensive loss (57 ) (57 ) (57 ) Additional paid-in capital 252 8,323 24,478

Retained earnings (334 ) (334 ) (308 )

Total stockholders' equity (deficit) (134 ) 7,938 24,123 Total capitalization $ 3,338 $ 11,410 $ 27,111

TABLE OF CONTENTS

DILUTION

If you invest in our common stock in this offering, your interest will be diluted immediately to the extent of the difference between the initial offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock after this offering. Our pro forma net tangible book value as of March 31, 2014 was ($14.4 million), or ($2.12) per share of common stock. Pro forma net tangible book value per share represents the amount of our total tangible assets less our total liabilities, divided by the number of shares of common stock outstanding, as of March 31, 2014, after giving effect to the issuance of 1,684,096 shares of our common stock upon the closing of the acquisitions of the Target Sellers, and 117,078 shares of our common stock upon conversion of the convertible debt we issued in September 2013, which is expected to occur upon the closing of this offering.

After giving effect to the sale by us of 4,080,000 shares of common stock in this offering at the initial public offering price of $5.00 per share, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of March 31, 2014 would have been $3.4 million, or $0.31 per share. This amount represents an immediate increase in pro forma net tangible book value of $2.43 per share to our existing stockholders and an immediate dilution in pro forma net tangible book value of approximately $4.69 per share to new investors purchasing shares of common stock in this offering at the initial public offering price. The following table illustrates this dilution:

If the underwriters exercise their option to purchase additional shares from us in full, the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering would be $0.29 per share, and the dilution in pro forma net tangible book value per share to new investors in this offering would increase by $0.02 per share. If the underwriters exercise their option to purchase additional shares, the proceeds, net of the underwriting discount, will be paid to the Target Sellers.

Initial public offering price per share $ 5.00

Pro forma net tangible book value per share before this offering $ (2.12 ) Increase in pro forma net tangible book value per share attributable to new

investors purchasing shares in this offering $ 2.43 Pro forma net tangible book value per share to new investors in this offering $ 0.31 Dilution in pro forma net tangible book value per share to new investors in this

offering $ 4.69

TABLE OF CONTENTS

The following table presents on a pro forma as adjusted basis as of March 31, 2014, after giving effect to the issuance of 1,684,096 shares of our common stock upon the closing of the acquisitions of the Target Sellers, which is expected to occur on the closing of this offering, the differences between existing stockholders and new investors purchasing shares of our common stock in this offering, with respect to the number of shares purchased from us, the total consideration paid or to be paid to us, giving effect to the initial public offering price of $5.00 per share, before deducting estimated underwriting discounts and commissions and estimated offering expenses.

If the underwriters exercise their option to purchase additional shares from us in full, our existing stockholders (including holders of our convertible note) would own 45%, the current shareholders of the target sellers would own 15% and our new investors would own 40% of the total number of shares of our common stock outstanding upon the completion of this offering.

The outstanding share information in the tables above is based on 10,982,944 shares of our common stock (including shares of common stock to be issued to the Target Sellers upon the closing of this offering and upon conversion of our convertible debt) outstanding as of December 31, 2013, and excludes 217,500 shares of common stock subject to Restricted Stock Unit Awards granted after December 31, 2013, which are included in the 1,351,000 total shares of common stock reserved for issuance under our 2014 Equity Incentive Plan.

Shares Purchased Total Consideration

Number Percent Amount Percent

Average Price per Share (in thousands, other than shares purchased and percentages)

Existing stockholders 5,101,770 46 % $ 256,730 1 % $ 0.05 Holders of convertible note 117,078 1 % 526,850 2 % $ 4.50 Current shareholders of target sellers 1,684,096 15 % 8,071,753 28 % $ 4.79 New investors 4,080,000 38 % 20,400,000 69 % $ 5.00 Total 10,982,944 100 % $ 29,255,333 100 %

TABLE OF CONTENTS

Documento similar