Business Context and Reporting Period
This Form 8-K was filed by Probe Manufacturing, Inc. on March 22, 2013, reporting events occurring on March 20, 2013. The registrant is a Nevada corporation headquartered in Irvine, California.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the reporting period. The transaction was executed via an equity exchange rather than cash.
- Acquisition Consideration: 1,600,000 restricted shares of Probe Manufacturing, Inc. common stock.
- Target Assets: 100% of issued and outstanding common stock and all operational assets of Trident Manufacturing, Inc.
Material Changes
Probe Manufacturing, Inc. completed the acquisition of Trident Manufacturing, Inc., a Utah-based electronics manufacturing service provider. Trident operates a 16,000 sq. ft. facility in Salt Lake City and serves industrial, aerospace, military, instrumentation, and medical markets. Following the transaction, Trident is a wholly-owned subsidiary of Probe Manufacturing, Inc.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future outlook, or specific risk factors beyond the standard disclosure of the acquisition terms. A material contingency noted is the delayed filing of financial statements for the acquired entity.
- Financial Statements: It is not practical to provide Trident's financial statements at this time. They will be filed as an amendment within 71 days after the deadline for this Form 8-K.
- Pro Forma Information: No pro forma financial information is currently available.
Investor Verification Checklist
- Verify the fair market value of the 1,600,000 restricted shares issued as consideration.
- Review the upcoming amendment to this Form 8-K for Trident's historical financial statements.
- Examine Exhibit 10.1 (Agreement and Plan of Acquisition) filed on March 15, 2013, for detailed terms and conditions.
- Confirm the integration status of Trident's 16,000 sq. ft. Salt Lake City facility.