Interim / Quarterly Report • Nov 21, 2016
Interim / Quarterly Report
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(Amounts in NOK 1 000)
| As of | ||
|---|---|---|
| Note | November 16, 2016 | |
| ASSETS | ||
| Financial Non-current Assets | ||
| Investment in Subsidiary | 4, 5, 6 | - |
| Investment in Fusion Telecommunications Int'l Inc. | 6 | 30,679 |
| Total Financial Non-current Assets | 30,679 | |
| Total Non-current Assets | 30,679 | |
| Current Assets | ||
| Other Current Assets | 198 | |
| Cash and Cash Equivalents | 5 | 145,882 |
| Total Current Assets | 146,079 | |
| TOTAL ASSETS | 176,758 | |
| EQUITY AND LIABILITIES | ||
| Equity | ||
| Share Capital | 4 | 27,116 |
| Share Premium | 4 | 149,149 |
| Other Paid-in Capital | 4 | - |
| Total Equity | 176,265 | |
| Current Liabilities | ||
| Trade Accounts Payable | - | |
| Dividend Payable | - | |
| Other Current Liabilities | 493 | |
| Total Current Liabilities | 493 | |
| TOTAL EQUITY AND LIABILITIES | 176,758 |
| Chairman of the Board | Director | Director | Chief Executive Officer |
|---|---|---|---|
| ----------------------- | ---------- | ---------- | ------------------------- |
This interim balance sheet is prepared in accordance with ASAL § 8-2a to assist the Board of Directors and the General Meeting of Apptix for the decision to distribute a dividend to its shareholders.
The interim balance was approved by the Board of Directors for publication on 18 November 2016.
This interim balance sheet is prepared in accordance with the Norwegian Accounting Act of 1998 and Norwegian Generally Accepted Accounting Principles.
The accounting policies and methods of computation used in the preparation of the enclosed interim balance sheet is consistent with the policies used in the preparation of the annual financial statements for the year ended December 31, 2015.
The following table summarizes the net change in the Company's shareholder equity:
| Paid in Premium | Other Paid | Total | ||
|---|---|---|---|---|
| (Amounts in NOK 1 000) | Common Stock | Reserve | in-Capital | Equity |
| Shareholders' Equity December 31, 2015 | 27,116 | 44,909 | - | 72,025 |
| Net Profit/ (Loss) 2016 | - | (1,903) | - | (1,903) |
| Gain on sale of Apptix, Inc. | - | 106,143 | - | 106,143 |
| Shareholders' Equity November 16, 2016 | 27,116 | 149,149 | - | 176,265 |
On November 14, 2016 Apptix ASA signed and closed a Stock Purchase Agreement ("SPA") with Fusion Telecommunications International Inc. ("Fusion") for the sale of the Apptix, Inc. its only subsidiary and business operations. The table below reflects the gain on the sale of Apptix, Inc.
| Amounts in NOK 000's | |
|---|---|
| Net cash consideration | 145,956 |
| Fusion stock consideration | 30,679 |
| Total consideration | 176,635 |
| Net asset value of Apptix, Inc. | 70,492 |
| Net gain on sale of Apptix, Inc. | 106,143 |
Apptix ASA was paid USD 17.3 million in cash at closing of the sale of Apptix Inc. to Fusion (net of transaction related expenses).
The transaction was structured as a "debt-free, cash-free" deal whereby Apptix ASA retained the cash balances of the Apptix, Inc. at closing of approximately USD 3.7 million. Apptix ASA was also required to satisfy any of the Apptix, Inc. outstanding funded debt obligations at closing which totaled approximately USD 7.1 million. Additionally, Apptix ASA incurred approximately USD 2.3 million in transaction related fees and expenses in connection with the transaction. There was no escrow adjustment pursuant to the transaction and all indemnifications along with representations & warranties expired with the closing.
The proceeds were exchanged to Norwegian Kroner on Monday 14th and consist of only Norwegian Kroner as of 16th of November. None of the cash is restricted.
Apptix ASA received a total of 2,997,926 shares of Fusion common stock representing 16.6% of the outstanding Fusion common stock immediately following the close. Fusion is listed on the NASDAQ Capital Market under ticker FSNN. Based on the share price of the Fusion stock on the date of closing, the aggregate equity consideration was valued at NOK 30.7 million.
Of the total equity received by Apptix ASA, 50% of the shares, or 1,498,963 shares, were transferred to Apptix ASA at closing with the remaining 50%, or 1,498,963 shares, being transferred to Apptix ASA upon the receipt of two state public utility regulatory commission approvals which are expected within the next 120 days.
The Fusion shares received by Apptix ASA will be subject to Regulation 144 of the United States Securities Act of 1934 restricting the sale of the Fusion stock for up to 12 months following the closing date. Fusion has agreed to file a registration statement with the US Securities and Exchange Commission within 12 months of closing, making the shares freely tradable on the NASDAQ exchange. During this period of time, the shares will be held and owned by Apptix ASA.
| Number of shares acquired upon sale of Apptix Inc. | 2,997,926 |
|---|---|
| Fusion stock price on date of sale - USD | 1.21 |
| Cost basis - USD (000's) | 3,627 |
| Foreign exchange rate on date of sale | 8.46 |
| Cost basis - NOK (000's) | 30,679 |
Oslo, Norway
18 November, 2016
Board of Directors Operator of the Share Register Account Johan Lindqvist - Chairman Nordea Bank Norge ASA Chairman of the Board, Nipsoft AB and Advance AB Securities Services
Ebba Fahraeus - Director 0107 Oslo CEO of Lunds Life Sciences Incubator Norway Chariman of the Board, Connect Skane Phone: +47 22 48 50 00 Director, Arc Aroma Pure, the faculty of medicine at Lunds University Fax: +47 22 48 44 44
Terje Rogne - Director Chairman of the Board, Nokas AS and Nordic Registered Business Address Semiconductor ASA Nesoyveien 4 Director, Unified Messaging Systems AS 1396 Billingstad
Corporate Officers Stock Information Christopher E. Mack Stock traded on the Oslo Stock Exchange Chief Executive Officer & Chief Financial Officer OSE Symbol: APP
Postboks 560 Brakeroya contact: N-3002 Drammen Norway Johan Lindqvist Fax: +47 32 83 86 25 Sweden
The Company encourages all shareholders to register for electronic Christopher E. Mack delivery of documents through the VPS system. A shareholder Chief Executive Officer & Chief Financial Officer can register for electronic delivery via your log-on page in the USA VPS account or by contacting your VPS bank. Phone: +1 703 801 7150
Verdipapirseksjonen Postboks 1166 Sentrum www. nordea.com
Norway
www. ose.no
Ernst & Young AS To request additional information about the Nedre Storgt. 42 Company, its finances, operations and services,
Phone: +47 32 83 88 90 Chairman of the Board, Apptix www. ey.no Phone: +46 733 550935 Fax: +46 60 668007 johan.lindqvist @windchange.se
chris.mack @ApptixASAHoldings.com
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