Common use of Basis of Pro Forma Presentation Clause in Contracts

Basis of Pro Forma Presentation. On December 22, 2015, PositiveID Corporation (“PositiveID” or the “Company”) entered into a Stock Purchase Agreement (“Purchase Agreement”) for the purchase of all of the outstanding common stock of E-N-G Mobile Systems, Inc. ( “ENG”) from its sole shareholder (the “Seller”) (the “Acquisition”). The Acquisition was completed on December 24, 2015. Pursuant to the Purchase Agreement, as consideration at the time of closing of the Acquisition, PositiveID paid the Seller Seven Hundred Fifty Thousand Dollars ($750,000) in cash and issued a convertible secured promissory note to the Seller in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the “ENG Note”). Additional earn-out payments may be earned by the Seller as described in the Purchase Agreement. Earn-out payments are estimated to be approximately $111,000, to be paid in the four months following the closing of the acquisition. The Company has also entered into a two year consulting agreement with the Seller. The Company has previously reported, in a current Form 8-K/A dated February 19, 2016, the unaudited pro forma information related to the combination of the Company and its acquisition of Thermomedics, Inc. (“Thermo”). The combined pro forma financial statements of the Company, including Thermo have been used as the basis for making pro forma adjustments to reflect the acquisition of ENG disclosed herein. Under the acquisition method of accounting the total estimated purchase price as described in Note 1 to this unaudited pro forma condensed combined financial information was allocated to the net tangible and intangible assets of ENG acquired and liabilities assumed in connection with the Acquisition based on their estimated fair values. The estimated fair values of certain assets and liabilities have been estimated by management and are subject to change upon the finalization of the fair value assessments. The historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma events that are directly attributable to the acquisition, factually supportable, and, with respect to the statements of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information does not purport to be indicative of the financial position or results of operations of PositiveID that would have been reported had the Acquisition been completed as of the dates or for such periods presented, nor is it intended to project PositiveID’s future financial position or results of operations. The unaudited pro forma condensed combined financial information and the accompanying notes should be read together with PositiveID’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2014, Management’s Discussion and Analysis included in PositiveID’s Annual Report on Form 10-K for the year ended December 31, 2014, from the Current Report on Form 8-K/A filed on February 19, 2016, and from ENG’s audited financial statements and accompanying notes for the year ended December 31, 2014 included in Exhibit 99.1 of this Current Report. The unaudited pro forma condensed combined financial information as of and for the nine months ended September 30, 2015 has been prepared from PositiveID’s unaudited condensed consolidated financial statements included in PositiveID’s Quarterly Report on Form 10-Q as of and for the nine months ended September 30, 2015, from the Current Report on Form 8-K/A filed on February 19, 2016, and from the unaudited financial statements of ENG as of and for the nine months ended September 30, 2015 included in Exhibit 99.2 of this Current Report. The unaudited pro forma condensed combined balance sheet as of September 30, 2015 has been prepared to present PositiveID’s financial position as if the Acquisition had occurred on September 30, 2015. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2014 and for the nine months ended September 30, 2015 have been prepared to present PositiveID’s results of operations as if the Acquisition had occurred on January 1, 2014 and January 1, 2015, respectively. The unaudited pro forma adjustments are based on preliminary estimates, available information and certain assumptions, which may be revised as additional information becomes available. The unaudited pro forma condensed combined financial information does not reflect any adjustments for nonrecurring items or anticipated synergies resulting from the Acquisition. PositiveID Corporation Pro Forma Unaudited Condensed Combined Balance Sheet As of September 30, 2015 (in thousands) PositiveID Corporation Historical (a) Thermomedics Inc. Historical (a) Pro Forma Adjustments (a) Pro Forma Combined (a) ENG Mobile Systems, Inc. Historical Pro Forma Adjustments (ENG) Pro Forma Combined Assets Current assets: Cash and cash equivalents $ 319 $ 10 $ (185 ) $ 144 $ 994 $ (893 )(b)(c)(f) $ 245 Accounts receivable, net - 8 1 9 29 607 (b) 645 Inventory - 31 (15 ) 16 1,648 (399 )(b) 1,265 Prepaid expenses and other 39 - - 39 5 28 (b) 72 Total current assets 358 49 (199 ) 208 2,676 (657 ) 2,227 Property and equipment, net 3 10 (2 ) 11 29 94 (b) 134 Goodwill 510 - 513 1,023 - - 1,023 Intangibles 164 - 200 364 - 211 (d) 575 Other assets 11 6 (6 ) 11 7 95 (b)(c) 113 Total assets $ 1,046 $ 65 $ 506 $ 1,617 $ 2,712 $ (257 ) $ 4,072 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 118 $ 64 $ (32 ) $ 150 $ 256 $ (132 )(b) $ 274 Accrued expenses 879 1 116 996 123 (12 )(b) 1,107 Notes payable 429 - - 429 14 (13 )(b) 430 Deferred revenue - - - - 1,683 (477 )(b) 1,206 Contingent purchase price 111 (e) 111 Due to parent - 2,463 (2,463 ) - - - - Short-term convertible debt and accrued interest, net of discounts and premiums 1,488 - 75 1,563 - 902 (c)(f) 2,465 Embedded conversion option liability 5,823 - - 5,823 - - 5,823 Total current liabilities 8,737 2,528 (2,304 ) 8,961 2,076 379 11,416 Long-term liabilities Contingent purchase price - - 184 184 - - 184 Mandatorily redeemable preferred stock, Series I 2,132 - - 2,132 - - 2,132 Total liabilities 10,869 2,528 (2,120 ) 11,277 2,076 379 13,732 Stockholders’ equity (deficit): Preferred stock, Series J - - 163 163 - - 163 Common stock 3,766 - - 3,766 - - 3,766 Additional paid – in capital 126,054 - - 126,054 - - 126,054 Retained earnings/Accumulated deficit (139,643 ) (2,463 ) 2,463 (139,643 ) 636 (636 )(b) (139,643 ) Total stockholders’ equity (deficit) (9,823 ) (2,463 ) 2,626 (9,660 ) 636 (636 ) (9,660 ) Total liabilities and stockholders’ equity $ 1,046 $ 65 $ 506 $ 1,617 $ 2,712 $ (257 ) $ 4,072 The accompanying notes are an integral part of this pro forma financial information. PositiveID Corporation

Basis of Pro Forma Presentation. On December 22, 2015, PositiveID Corporation (“PositiveID” or the “Company”) entered into a Stock Purchase Agreement (“Purchase Agreement”) for the purchase of all of the outstanding common stock of E-N-G Mobile Systems, Inc. ( “ENG”) from its sole shareholder (the “Seller”) (the “Acquisition”). The Acquisition was completed on December 24, 2015. Pursuant to the Purchase Agreement, as consideration at the time of closing of the Acquisition, PositiveID paid the Seller Seven Hundred Fifty Thousand Dollars ($750,000) in cash and issued a convertible secured promissory note to the Seller in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the “ENG Note”). Additional earn-out payments may be earned by the Seller as described in the Purchase Agreement. Earn-out payments are estimated to be approximately $111,000, to be paid in the four months following the closing of the acquisition. The Company has also entered into a two year consulting agreement with the Seller. The Company has previously reported, in a current Form 8-K/A dated February 19, 2016, the unaudited pro forma information related to the combination of the Company and its acquisition of Thermomedics, Inc. (“Thermo”). The combined pro forma financial statements of the Company, including Thermo have been used as the basis for making pro forma adjustments to reflect the acquisition of ENG disclosed herein. Under the acquisition method of accounting the total estimated purchase price as described in Note 1 to this unaudited pro forma condensed combined financial information was related to the proposed Mergers and the contemplated financing transactions is included for the fiscal year ended April 30, 2014 and as of and for the nine months ended January 31, 2015. At the effective time of the proposed Mergers, Big Heart Pet will be a wholly owned subsidiary of Xxxxxxx. The transaction is being accounted for under the acquisition method of accounting, and accordingly, the purchase price will be allocated to the assets to be acquired and the liabilities to be assumed based upon their respective fair values on the date the proposed Mergers are expected to be completed. The estimated total purchase price to be paid in the proposed Mergers, based upon approximately 17.9 million shares to be issued and the assumption of approximately $2.6 billion of debt, is as follows: Estimated total value of Xxxxxxx common shares to be issued $ 2,063.9 Assumed debt from Big Heart Pet 2,607.7 Cash consideration paid, net of cash acquired 1,327.3 Total estimated purchase price $ 5,998.9 Under the purchase method of accounting, the total estimated purchase price as shown in the table above is allocated to Big Heart Pet’s net tangible and intangible assets of ENG acquired and liabilities assumed in connection with the Acquisition based on their estimated fair valuesvalues as of the date of consummation of the proposed Mergers. The estimated pro forma adjustments included herein may be revised as additional information becomes available and as additional analyses are performed. The final allocation of the purchase price will be determined after the proposed Mergers are completed and after completion of a final analysis to determine the fair values of certain assets Big Heart Pet’s tangible assets, identifiable intangible assets, and liabilities have been estimated by management and are subject to change upon as of the finalization date of consummation of the proposed Mergers. Accordingly, the final purchase accounting adjustments may be materially different from the pro forma adjustments presented in this document. Increases or decreases in the fair value assessmentsof the net assets may change the amount of the purchase price allocated to goodwill and other assets and liabilities. This may impact the Unaudited Pro Forma Condensed Combined Statements of Income due to an increase or decrease in the amount of amortization or depreciation of the adjusted assets, among other items. The historical consolidated financial information has been adjusted preliminary purchase price is allocated as follows: Tangible assets, net of cash acquired $ 859.8 Identifiable indefinite-lived intangible assets 1,847.0 Identifiable finite-lived intangible assets 2,264.0 Goodwill 2,921.6 Liabilities assumed (1,893.5 ) Total preliminary purchase price allocation $ 5,998.9 Certain amounts in the unaudited pro forma condensed combined historical financial information to give effect to pro forma events that are directly attributable to the acquisition, factually supportable, and, with respect to the statements of operations, expected Big Heart Pet have been reclassified to have a continuing impact on the combined resultsconform with Xxxxxxx’x historical financial presentation. The unaudited pro forma condensed combined financial information presented in this document does not purport to be indicative of necessarily indicate the financial position or results of operations of PositiveID or the combined financial position that would have been reported resulted had the Acquisition proposed Mergers been completed as at the beginning of the dates or for such periods applicable period presented, nor is it intended to project PositiveID’s indicative of the results of operations in future periods or the future financial position or results of operations. The unaudited pro forma condensed the combined financial information and the accompanying notes should be read together with PositiveID’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2014, Management’s Discussion and Analysis included in PositiveID’s Annual Report on Form 10-K for the year ended December 31, 2014, from the Current Report on Form 8-K/A filed on February 19, 2016, and from ENG’s audited financial statements and accompanying notes for the year ended December 31, 2014 included in Exhibit 99.1 of this Current Report. The unaudited pro forma condensed combined financial information as of and for the nine months ended September 30, 2015 has been prepared from PositiveID’s unaudited condensed consolidated financial statements included in PositiveID’s Quarterly Report on Form 10-Q as of and for the nine months ended September 30, 2015, from the Current Report on Form 8-K/A filed on February 19, 2016, and from the unaudited financial statements of ENG as of and for the nine months ended September 30, 2015 included in Exhibit 99.2 of this Current Report. The unaudited pro forma condensed combined balance sheet as of September 30, 2015 has been prepared to present PositiveID’s financial position as if the Acquisition had occurred on September 30, 2015. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2014 and for the nine months ended September 30, 2015 have been prepared to present PositiveID’s results of operations as if the Acquisition had occurred on January 1, 2014 and January 1, 2015, respectively. The unaudited pro forma adjustments are based on preliminary estimates, available information and certain assumptions, which may be revised as additional information becomes available. The unaudited pro forma condensed combined financial information does not reflect any adjustments for nonrecurring items or anticipated synergies resulting from the Acquisition. PositiveID Corporation Pro Forma Unaudited Condensed Combined Balance Sheet As of September 30, 2015 (in thousands) PositiveID Corporation Historical (a) Thermomedics Inc. Historical (a) Pro Forma Adjustments (a) Pro Forma Combined (a) ENG Mobile Systems, Inc. Historical Pro Forma Adjustments (ENG) Pro Forma Combined Assets Current assets: Cash and cash equivalents $ 319 $ 10 $ (185 ) $ 144 $ 994 $ (893 )(b)(c)(f) $ 245 Accounts receivable, net - 8 1 9 29 607 (b) 645 Inventory - 31 (15 ) 16 1,648 (399 )(b) 1,265 Prepaid expenses and other 39 - - 39 5 28 (b) 72 Total current assets 358 49 (199 ) 208 2,676 (657 ) 2,227 Property and equipment, net 3 10 (2 ) 11 29 94 (b) 134 Goodwill 510 - 513 1,023 - - 1,023 Intangibles 164 - 200 364 - 211 (d) 575 Other assets 11 6 (6 ) 11 7 95 (b)(c) 113 Total assets $ 1,046 $ 65 $ 506 $ 1,617 $ 2,712 $ (257 ) $ 4,072 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 118 $ 64 $ (32 ) $ 150 $ 256 $ (132 )(b) $ 274 Accrued expenses 879 1 116 996 123 (12 )(b) 1,107 Notes payable 429 - - 429 14 (13 )(b) 430 Deferred revenue - - - - 1,683 (477 )(b) 1,206 Contingent purchase price 111 (e) 111 Due to parent - 2,463 (2,463 ) - - - - Short-term convertible debt and accrued interest, net of discounts and premiums 1,488 - 75 1,563 - 902 (c)(f) 2,465 Embedded conversion option liability 5,823 - - 5,823 - - 5,823 Total current liabilities 8,737 2,528 (2,304 ) 8,961 2,076 379 11,416 Long-term liabilities Contingent purchase price - - 184 184 - - 184 Mandatorily redeemable preferred stock, Series I 2,132 - - 2,132 - - 2,132 Total liabilities 10,869 2,528 (2,120 ) 11,277 2,076 379 13,732 Stockholders’ equity (deficit): Preferred stock, Series J - - 163 163 - - 163 Common stock 3,766 - - 3,766 - - 3,766 Additional paid – in capital 126,054 - - 126,054 - - 126,054 Retained earnings/Accumulated deficit (139,643 ) (2,463 ) 2,463 (139,643 ) 636 (636 )(b) (139,643 ) Total stockholders’ equity (deficit) (9,823 ) (2,463 ) 2,626 (9,660 ) 636 (636 ) (9,660 ) Total liabilities and stockholders’ equity $ 1,046 $ 65 $ 506 $ 1,617 $ 2,712 $ (257 ) $ 4,072 The accompanying notes are an integral part of this pro forma financial information. PositiveID Corporationcompany.

Basis of Pro Forma Presentation. On December 22, 2015, PositiveID Corporation (“PositiveID” or the “Company”) entered into a Stock Purchase Agreement (“Purchase Agreement”) The Pro Forma Information was prepared in accordance with Article 11 of Regulation S-X. The Business Combination will be accounted for the purchase of all of the outstanding common stock of E-N-G Mobile Systems, Inc. ( “ENG”) from its sole shareholder (the “Seller”) (the “Acquisition”). The Acquisition was completed on December 24, 2015. Pursuant to the Purchase Agreement, as consideration at the time of closing of the Acquisition, PositiveID paid the Seller Seven Hundred Fifty Thousand Dollars ($750,000) in cash and issued a convertible secured promissory note to the Seller in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the “ENG Note”). Additional earn-out payments may be earned by the Seller as described in the Purchase Agreement. Earn-out payments are estimated to be approximately $111,000, to be paid in the four months following the closing of the acquisition. The Company has also entered into a two year consulting agreement with the Seller. The Company has previously reported, in a current Form 8-K/A dated February 19, 2016, the unaudited pro forma information related to the combination of the Company and its acquisition of Thermomedics, Inc. (“Thermo”). The combined pro forma financial statements of the Company, including Thermo have been used as the basis for making pro forma adjustments to reflect the acquisition of ENG disclosed herein. Under using the acquisition method of accounting under ASC 805, with Praxair representing the total estimated purchase price as described in Note 1 to accounting acquirer under this unaudited pro forma condensed combined financial information was allocated to the net tangible and intangible assets of ENG acquired and liabilities assumed in connection with the Acquisition guidance. The Pro Forma Information is based on their estimated fair values. The estimated fair values of certain assets Praxair’s and liabilities have been estimated by management and are subject to change upon the finalization of the fair value assessments. The Linde AG’s historical consolidated financial information has been statements which are adjusted in to give pro forma effect to the Business Combination of Xxxxx XX and Praxair with Praxair representing the accounting acquirer, and other transactions presented herein, such as the Divestitures. The pro forma effects relate to events that are (i) directly attributable to the Business Combination and Divestitures, (ii) factually supportable, and (iii) with respect to the unaudited pro forma condensed combined financial information to give effect to pro forma events that are directly attributable to the acquisition, factually supportable, and, with respect to the statements of operationsincome, expected to have a continuing impact on the combined group’s results. The pro forma adjustments are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared by the Company’s management to illustrate the estimated effect of the Business Combination, the Divestitures and certain other adjustments. The final determination of the purchase consideration and purchase accounting will be based on the fair values of the Xxxxx XX assets acquired and liabilities assumed at the date of the completion of the Business Combination. The unaudited pro forma condensed combined financial information does not purport to be indicative statements of income for the financial position or results of operations of PositiveID that would have been reported had the Acquisition been completed as of the dates or for such periods presentednine months ended September 30, nor is it intended to project PositiveID’s future financial position or results of operations. The unaudited pro forma condensed combined financial information 2018 and the accompanying notes should be read together with PositiveID’s audited consolidated financial statements and accompanying notes for the year ended December 31, 20142017 give effect to the Business Combination as if it had occurred on January 1, Management’s Discussion and Analysis included in PositiveID’s Annual Report on Form 10-K for the year ended December 31, 2014, from the Current Report on Form 8-K/A filed on February 19, 2016, and from ENG’s audited financial statements and accompanying notes for the year ended December 31, 2014 included in Exhibit 99.1 of this Current Report2017. The unaudited pro forma condensed combined balance sheet as of September 30, 2018 gives effect to the Business Combination as if it has occurred on September 30, 2018. Linde AG’s historical results are derived from Linde AG’s statements of financial information position and profit or loss as of and for the nine months ended September 30, 2015 has been 2018 and the year ended December 31, 2017, respectively, prepared in accordance with IFRS as issued by the IASB. Praxair’s historical results are derived from PositiveID’s unaudited condensed the consolidated financial statements included in PositiveID’s Quarterly Report on Form 10-Q balance sheet and consolidated statement of income as of and for the nine months ended September 30, 2015, from the Current Report on Form 8-K/A filed on February 19, 2016, 2018 and from the unaudited financial statements of ENG as of and for the nine months ended September 30, 2015 included in Exhibit 99.2 of this Current Report. The unaudited pro forma condensed combined balance sheet as of September 30, 2015 has been prepared to present PositiveID’s financial position as if the Acquisition had occurred on September 30, 2015. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2014 and for the nine months ended September 30, 2015 have been prepared to present PositiveID’s results of operations as if the Acquisition had occurred on January 1, 2014 and January 1, 20152017, respectively. The unaudited pro forma adjustments are based on preliminary estimates, available information and certain assumptions, which may be revised as additional information becomes available. The unaudited pro forma condensed combined financial information does not reflect any adjustments for nonrecurring items or anticipated synergies resulting from the Acquisition. PositiveID Corporation Pro Forma Unaudited Condensed Combined Balance Sheet As of September 30, 2015 (prepared in thousands) PositiveID Corporation Historical (a) Thermomedics Inc. Historical (a) Pro Forma Adjustments (a) Pro Forma Combined (a) ENG Mobile Systems, Inc. Historical Pro Forma Adjustments (ENG) Pro Forma Combined Assets Current assets: Cash and cash equivalents $ 319 $ 10 $ (185 ) $ 144 $ 994 $ (893 )(b)(c)(f) $ 245 Accounts receivable, net - 8 1 9 29 607 (b) 645 Inventory - 31 (15 ) 16 1,648 (399 )(b) 1,265 Prepaid expenses and other 39 - - 39 5 28 (b) 72 Total current assets 358 49 (199 ) 208 2,676 (657 ) 2,227 Property and equipment, net 3 10 (2 ) 11 29 94 (b) 134 Goodwill 510 - 513 1,023 - - 1,023 Intangibles 164 - 200 364 - 211 (d) 575 Other assets 11 6 (6 ) 11 7 95 (b)(c) 113 Total assets $ 1,046 $ 65 $ 506 $ 1,617 $ 2,712 $ (257 ) $ 4,072 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 118 $ 64 $ (32 ) $ 150 $ 256 $ (132 )(b) $ 274 Accrued expenses 879 1 116 996 123 (12 )(b) 1,107 Notes payable 429 - - 429 14 (13 )(b) 430 Deferred revenue - - - - 1,683 (477 )(b) 1,206 Contingent purchase price 111 (e) 111 Due to parent - 2,463 (2,463 ) - - - - Short-term convertible debt and accrued interest, net of discounts and premiums 1,488 - 75 1,563 - 902 (c)(f) 2,465 Embedded conversion option liability 5,823 - - 5,823 - - 5,823 Total current liabilities 8,737 2,528 (2,304 ) 8,961 2,076 379 11,416 Long-term liabilities Contingent purchase price - - 184 184 - - 184 Mandatorily redeemable preferred stock, Series I 2,132 - - 2,132 - - 2,132 Total liabilities 10,869 2,528 (2,120 ) 11,277 2,076 379 13,732 Stockholders’ equity (deficit): Preferred stock, Series J - - 163 163 - - 163 Common stock 3,766 - - 3,766 - - 3,766 Additional paid – in capital 126,054 - - 126,054 - - 126,054 Retained earnings/Accumulated deficit (139,643 ) (2,463 ) 2,463 (139,643 ) 636 (636 )(b) (139,643 ) Total stockholders’ equity (deficit) (9,823 ) (2,463 ) 2,626 (9,660 ) 636 (636 ) (9,660 ) Total liabilities and stockholders’ equity $ 1,046 $ 65 $ 506 $ 1,617 $ 2,712 $ (257 ) $ 4,072 The accompanying notes are an integral part of this pro forma financial information. PositiveID Corporationaccordance with U.S. GAAP.

Basis of Pro Forma Presentation. On December 22, 2015, PositiveID Corporation (“PositiveID” or the “Company”) entered into a Stock Purchase Agreement (“Purchase Agreement”) The NRO Acquisition is expected to be accounted for the purchase of all as an asset acquisition in accordance with ASC 805. The estimated fair value of the outstanding common stock consideration to be paid by us and allocation of E-N-G Mobile Systemsthat amount to the underlying assets acquired, Inc. ( “ENG”) from its sole shareholder (on a relative fair value basis, will be recorded on our books as of the “Seller”) (date of the “Closing of the NRO Acquisition”). Additionally, costs directly related to the NRO Acquisition are capitalized as a component of the Purchase Price. The Acquisition was completed on December 24, 2015Crypto Sale requires presentation as discontinued operations upon the issuance of future financial statements in accordance with GAAP. Pursuant to the Purchase Agreementrequirements of Article 3 of Regulation S-X, the Crypto Sale is considered a significant disposition and requires pro forma presentation in accordance with Article 11 of Regulation S-X. The Merger was accounted for as consideration at the time of closing of the Acquisitiona reverse asset acquisition under existing GAAP. For accounting purposes, PositiveID paid the Seller Seven Hundred Fifty Thousand Dollars ($750,000) in cash and issued a convertible secured promissory note to the Seller Prairie LLC was treated as acquiring Merger Sub in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the “ENG Note”)Merger. Additional earn-out payments may be earned by the Seller as described in the Purchase Agreement. Earn-out payments are estimated to be approximately $111,000Accordingly, to be paid in the four months following the closing of the acquisition. The Company has also entered into a two year consulting agreement with the Seller. The Company has previously reported, in a current Form 8-K/A dated February 19, 2016for accounting purposes, the unaudited pro forma information related to the combination of the Company and its acquisition of Thermomedics, Inc. (“Thermo”). The combined pro forma financial statements of the Company, including Thermo have been used Company represent a continuation of the financial statements of Prairie LLC with the acquisition being treated as the basis equivalent of Prairie LLC issuing stock for making pro forma adjustments to reflect the acquisition of ENG disclosed herein. Under the acquisition method of accounting the total estimated purchase price as described in Note 1 to this unaudited pro forma condensed combined financial information was allocated to the net tangible and intangible assets of ENG acquired and liabilities assumed in connection with the Acquisition based on their estimated fair valuesCompany. The estimated fair values of certain On the Merger Closing Date, the assets and liabilities have been estimated by management and are subject to change upon the finalization of the Company were recorded based upon relative fair value assessments. The historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma events that are directly attributable to the acquisition, factually supportable, andvalues, with respect to the statements of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information does not purport to be indicative of the financial position no goodwill or results of operations of PositiveID that would have been reported had the Acquisition been completed as of the dates or for such periods presented, nor is it intended to project PositiveID’s future financial position or results of operations. The unaudited pro forma condensed combined financial information and the accompanying notes should be read together with PositiveID’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2014, Management’s Discussion and Analysis included in PositiveID’s Annual Report on Form 10-K for the year ended December 31, 2014, from the Current Report on Form 8-K/A filed on February 19, 2016, and from ENG’s audited financial statements and accompanying notes for the year ended December 31, 2014 included in Exhibit 99.1 of this Current Report. The unaudited pro forma condensed combined financial information as of and for the nine months ended September 30, 2015 has been prepared from PositiveID’s unaudited condensed consolidated financial statements included in PositiveID’s Quarterly Report on Form 10-Q as of and for the nine months ended September 30, 2015, from the Current Report on Form 8-K/A filed on February 19, 2016, and from the unaudited financial statements of ENG as of and for the nine months ended September 30, 2015 included in Exhibit 99.2 of this Current Reportother intangible assets recorded. The unaudited pro forma condensed combined balance sheet as of September 30, 2015 has been prepared to present PositiveID’s financial position 2023 combines the historical balance sheet of the Company as of September 30, 2023 on a pro forma basis in accordance with Article 11 of Regulation S-X, as amended, as if the Acquisition Transactions and the Subsequent Events, described in Note 2 below, had occurred been consummated on September 30, 20152023. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2014 and for the nine months ended September 30, 2015 have been prepared to present PositiveID’s results 2023 and year ended December 31, 2022 combine the historical statements of operations of Prairie LLC, the historical statements of operations of the Company and the historical consolidated statements of operations of NRO, as applicable, for such periods on a pro forma basis as if the Acquisition Transactions and Subsequent Events, described in Note 2 below, had been consummated on January 1, 2022. The pro forma basic and diluted earnings (loss) per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of shares of Common Stock outstanding, assuming the Transactions and Subsequent Events, described in Note 2 below, occurred on January 1, 2014 and January 1, 2015, respectively. The unaudited pro forma adjustments are based on preliminary estimates, available information and certain assumptions, which may be revised as additional information becomes available. The unaudited pro forma condensed combined financial information does not reflect any adjustments for nonrecurring items or anticipated synergies resulting from the Acquisition. PositiveID Corporation Pro Forma Unaudited Condensed Combined Balance Sheet As of September 30, 2015 (in thousands) PositiveID Corporation Historical (a) Thermomedics Inc. Historical (a) Pro Forma Adjustments (a) Pro Forma Combined (a) ENG Mobile Systems, Inc. Historical Pro Forma Adjustments (ENG) Pro Forma Combined Assets Current assets: Cash and cash equivalents $ 319 $ 10 $ (185 ) $ 144 $ 994 $ (893 )(b)(c)(f) $ 245 Accounts receivable, net - 8 1 9 29 607 (b) 645 Inventory - 31 (15 ) 16 1,648 (399 )(b) 1,265 Prepaid expenses and other 39 - - 39 5 28 (b) 72 Total current assets 358 49 (199 ) 208 2,676 (657 ) 2,227 Property and equipment, net 3 10 (2 ) 11 29 94 (b) 134 Goodwill 510 - 513 1,023 - - 1,023 Intangibles 164 - 200 364 - 211 (d) 575 Other assets 11 6 (6 ) 11 7 95 (b)(c) 113 Total assets $ 1,046 $ 65 $ 506 $ 1,617 $ 2,712 $ (257 ) $ 4,072 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 118 $ 64 $ (32 ) $ 150 $ 256 $ (132 )(b) $ 274 Accrued expenses 879 1 116 996 123 (12 )(b) 1,107 Notes payable 429 - - 429 14 (13 )(b) 430 Deferred revenue - - - - 1,683 (477 )(b) 1,206 Contingent purchase price 111 (e) 111 Due to parent - 2,463 (2,463 ) - - - - Short-term convertible debt and accrued interest, net of discounts and premiums 1,488 - 75 1,563 - 902 (c)(f) 2,465 Embedded conversion option liability 5,823 - - 5,823 - - 5,823 Total current liabilities 8,737 2,528 (2,304 ) 8,961 2,076 379 11,416 Long-term liabilities Contingent purchase price - - 184 184 - - 184 Mandatorily redeemable preferred stock, Series I 2,132 - - 2,132 - - 2,132 Total liabilities 10,869 2,528 (2,120 ) 11,277 2,076 379 13,732 Stockholders’ equity (deficit): Preferred stock, Series J - - 163 163 - - 163 Common stock 3,766 - - 3,766 - - 3,766 Additional paid – in capital 126,054 - - 126,054 - - 126,054 Retained earnings/Accumulated deficit (139,643 ) (2,463 ) 2,463 (139,643 ) 636 (636 )(b) (139,643 ) Total stockholders’ equity (deficit) (9,823 ) (2,463 ) 2,626 (9,660 ) 636 (636 ) (9,660 ) Total liabilities and stockholders’ equity $ 1,046 $ 65 $ 506 $ 1,617 $ 2,712 $ (257 ) $ 4,072 The accompanying notes are an integral part of this pro forma financial information. PositiveID Corporation2022.

Basis of Pro Forma Presentation. On December 22The unaudited condensed pro forma combined financial information was prepared using the acquisition method of accounting, 2015, PositiveID Corporation which is based on authoritative guidance for business combinations and fair value concepts. The unaudited condensed pro forma combined financial statements were prepared on the basis of accounting principles generally accepted in the United States of America (“PositiveID” or the “CompanyGAAP”) entered into a Stock Purchase Agreement (“Purchase Agreement”) for utilizing the purchase SEC’s guidance under Article 11 of all of the outstanding common stock of ERegulation S-N-G Mobile Systems, Inc. ( “ENG”) from its sole shareholder (the “Seller”) (the “Acquisition”). The Acquisition was completed on December 24, 2015. Pursuant to the Purchase Agreement, as consideration at the time of closing of the Acquisition, PositiveID paid the Seller Seven Hundred Fifty Thousand Dollars ($750,000) in cash and issued a convertible secured promissory note to the Seller in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the “ENG Note”). Additional earn-out payments may be earned by the Seller as described in the Purchase Agreement. Earn-out payments are estimated to be approximately $111,000, to be paid in the four months following the closing of the acquisition. The Company has also entered into a two year consulting agreement X. In accordance with the Seller. The Company has previously reported, in a current Form 8-K/A dated February 19, 2016, the unaudited pro forma information related to the combination of the Company and its acquisition of Thermomedics, Inc. (“Thermo”). The combined pro forma financial statements of the Company, including Thermo have been used as the basis for making pro forma adjustments to reflect the acquisition of ENG disclosed herein. Under the acquisition method of accounting for business combinations, the total estimated assets acquired and the liabilities assumed are recorded at their respective fair values and added to those of the Company. The excess purchase price as described in Note 1 to this unaudited pro forma condensed combined financial information was allocated to consideration over the net tangible and intangible fair values of assets of ENG acquired and liabilities assumed in connection with the Acquisition based on their estimated fair valueswas recorded as goodwill. The estimated fair values of certain assets total purchase price was allocated using information currently available to the Company. Under the acquisition method, acquisition-related transaction costs (e.g., advisory, legal, valuation and liabilities have been estimated by management and other professional fees) are subject to change upon not included as consideration transferred but are accounted for as expense in the finalization of periods in which the fair value assessmentscosts are incurred. The historical consolidated financial information has been adjusted These costs are not presented in the unaudited condensed pro forma condensed combined financial information statements because they will not have a continuing impact on the combined results. The unaudited condensed pro forma combined consolidated statement of operations reflect certain adjustments that are necessary to present fairly our unaudited condensed pro forma combined statement of operations. The pro forma adjustments give effect to pro forma events that are (1) directly attributable to the acquisition, (2) factually supportable, and, supportable and (3) with respect to the statements statement of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information does not purport to be indicative of the financial position or results of operations of PositiveID that would have been reported had the Acquisition been completed as of the dates or for such periods presented, nor is it intended to project PositiveID’s future financial position or results of operations. The unaudited pro forma condensed combined financial information and the accompanying notes should be read together with PositiveID’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2014, Management’s Discussion and Analysis included in PositiveID’s Annual Report on Form 10-K for the year ended December 31, 2014, from the Current Report on Form 8-K/A filed on February 19, 2016, and from ENG’s audited financial statements and accompanying notes for are based on assumptions that management believes are reasonable given the year ended December 31, 2014 included in Exhibit 99.1 best information currently available. Acquisition Accounting Allocation The following table summarizes the purchase price allocation of this Current Report. The unaudited pro forma condensed combined financial information as of and for the nine months ended September 30, 2015 has been prepared from PositiveID’s unaudited condensed consolidated financial statements included in PositiveID’s Quarterly Report on Form 10-Q as of and for the nine months ended September 30, 2015, from the Current Report on Form 8-K/A filed on February 19, 2016, and from the unaudited financial statements of ENG as of and for the nine months ended September 30, 2015 included in Exhibit 99.2 of this Current Report. The unaudited pro forma condensed combined balance sheet as of September 30, 2015 has been prepared to present PositiveID’s financial position consideration transferred as if the Acquisition acquisition had occurred closed on September June 30, 2015. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2014 and for the nine months ended September 30, 2015 have been prepared to present PositiveID’s results of operations as if the Acquisition had occurred on January 1, 2014 and January 1, 2015, respectively. The unaudited pro forma adjustments are based on preliminary estimates, available information and certain assumptions, which may be revised as additional information becomes available. The unaudited pro forma condensed combined financial information does not reflect any adjustments for nonrecurring items or anticipated synergies resulting from the Acquisition. PositiveID Corporation Pro Forma Unaudited Condensed Combined Balance Sheet As of September 30, 2015 2019 (in thousands) PositiveID Corporation Historical (a) Thermomedics Inc. Historical (a) Pro Forma Adjustments (a) Pro Forma Combined (a) ENG Mobile Systems, Inc. Historical Pro Forma Adjustments (ENG) Pro Forma Combined Assets Current assets): Preliminary purchase consideration $ 84,560 Allocation of the purchase consideration: Cash and cash equivalents $ 319 $ 10 $ (185 ) $ 144 $ 994 $ (893 )(b)(c)(f) $ 245 Accounts receivable, net - 8 1 9 29 607 (b) 645 Inventory - 31 (15 ) 16 1,648 (399 )(b) 1,265 Prepaid expenses and other 39 - - 39 5 28 (b) 72 Total 41 Other current assets 358 49 (199 ) 208 2,676 (657 ) 2,227 3,100 Property and equipment, net 3 10 (2 ) 11 29 94 (b) 134 equipment 75 Identifiable intangible assets 51,080 Goodwill 510 - 513 1,023 - - 1,023 Intangibles 164 - 200 364 - 211 (d) 575 38,617 Other assets 11 6 (6 ) 11 7 95 (b)(c) 113 262 Total assets $ 1,046 $ 65 $ 506 $ 1,617 $ 2,712 $ (257 ) $ 4,072 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 118 $ 64 $ (32 ) $ 150 $ 256 $ (132 )(b) $ 274 Accrued expenses 879 1 116 996 123 (12 )(b) 1,107 Notes payable 429 - - 429 14 (13 )(b) 430 acquired 93,175 Deferred revenue - - - - 1,683 (477 )(b) 1,206 Contingent purchase price 111 (e) 111 Due to parent - 2,463 (2,463 ) - - - - Short-term convertible debt and accrued interest, net of discounts and premiums 1,488 - 75 1,563 - 902 (c)(f) 2,465 Embedded conversion option liability 5,823 - - 5,823 - - 5,823 Total 7,123 Other current liabilities 8,737 2,528 (2,304 ) 8,961 2,076 379 11,416 Long-term liabilities Contingent purchase price - - 184 184 - - 184 Mandatorily redeemable preferred stock1,153 Deferred revenue, Series I 2,132 - - 2,132 - - 2,132 noncurrent 339 Total liabilities 10,869 2,528 (2,120 ) 11,277 2,076 379 13,732 Stockholders’ equity (deficit): Preferred stock, Series J - - 163 163 - - 163 Common stock 3,766 - - 3,766 - - 3,766 Additional paid – in capital 126,054 - - 126,054 - - 126,054 Retained earnings/Accumulated deficit (139,643 ) (2,463 ) 2,463 (139,643 ) 636 (636 )(b) (139,643 ) Total stockholders’ equity (deficit) (9,823 ) (2,463 ) 2,626 (9,660 ) 636 (636 ) (9,660 ) Total liabilities and stockholders’ equity assumed 8,615 Net assets acquired $ 1,046 $ 65 $ 506 $ 1,617 $ 2,712 $ (257 ) $ 4,072 The accompanying notes are an integral part of this pro forma financial information. PositiveID Corporation84,560