Common use of Basis of Presentation Clause in Contracts

Basis of Presentation. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”), which was effective on January 1, 2021. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with (1) our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for the six months ended November 30, 2023 filed with the SEC on December 21 2023; (2) our audited consolidated financial statements and accompanying notes in our Annual Report on Form 10-K for the year ended May 31, 2023 as filed with the SEC on July 18, 2023; and (3) the Product Support Business’s historical audited combined financial statements as of and for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 and accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, the transaction will be accounted for using the acquisition method of accounting with AAR as the acquirer and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in process. The estimated fair values used in the accompanying pro forma financial statements are preliminary and represent our current best estimate of fair value as of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statements. In addition, the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statements.

Basis of Presentation. In May 2020, The Company’s unaudited pro forma condensed consolidated financial information has been compiled from underlying financial statements prepared pursuant to the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired rules and Disposed Businesses” regulations of the U.S. Securities and Exchange Commission (the “Final RuleSEC”) and in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). They reflect the completed travel health business disposition, which was effective on January 1including the receipt of $270.0 million of cash consideration, 2021adjusted for working capital and other certain closing adjustments. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding unaudited pro forma condensed combined consolidated financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with (1) our with: • The accompanying notes to the unaudited pro forma condensed consolidated financial statements; • The Company’s unaudited condensed consolidated financial statements and accompanying notes included in our the Company’s Quarterly Report on Form 10-Q for the six months period ended November 30March 31, 2023 filed with the SEC on December 21 2023; (2) our • The Company’s s audited consolidated financial statements and accompanying notes included in our the Company’s Annual Report on Form 10-K for the year ended May December 31, 2023 as filed with the SEC on July 18, 20232022; and (3) • The risks described under "Cautionary Note Regarding Forward-Looking Statements" and under "Risk Factors" in the Product Support BusinessCompany’s historical audited combined financial statements as of and Annual Report on Form 10-K for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 2022 and accompanying notes, which are incorporated by reference as Exhibit 99.2 any updates to those risk or new risks contained in the Company’s subsequent Quarterly Reports on Form 10-Q and Exhibit 99.4, respectively, to this Current Report Reports on Form 8-K. In accordance K filed with Accounting Standards Codification (“ASC”) 805, Business Combinations, the transaction will be accounted for using the acquisition method of accounting with AAR as the acquirer and the Product Support Business as the acquireeSEC. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in process. The estimated fair values used in the accompanying These unaudited pro forma condensed consolidated financial statements are preliminary and represent our current best estimate do not purport to be indicative of fair value the financial position or results of earnings of the Company as of the such date or for such periods, nor are they necessarily indicative of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statements. In addition, the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statementsfuture results.

Basis of Presentation. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”), which was effective on January 1, 2021. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding unaudited pro forma condensed combined financial information tables, while management’s adjustments and accompanying notes are included only prepared in note 5 within these notes to accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined balance sheet as of June 30, 2024 gives effect to the Transaction and the Transaction Financing as if they had been consummated on June 30, 2024. The unaudited pro forma condensed combined statements of income give effect to the Transaction and the Transaction Financing as if they had been consummated on January 1, 2023, the first day of JBT’s fiscal year. The historical audited financial statements of JBT are prepared in accordance with GAAP and are reported in U.S. dollars. The historical audited financial statements of Marel are prepared in accordance with IFRS as issued by the IASB and are reported in Euro. For purposes of the unaudited pro forma condensed combined financial information Adjustments included in information, Xxxxx’s historical unaudited consolidated statement of financial position as of June 30, 2024 was translated using the “transaction accounting adjustments” column in spot rate on June 30, 2024 (1.0711 $/€). Xxxxx’s historical unaudited consolidated statement of income for the six months ended June 30, 2024 was translated using the average exchange rate for the six months ended June 30, 2024 (1.0813 $/€). Xxxxx’s historical consolidated statement of income for the year ended December 31, 2023 was translated using the average exchange rate for the year ended December 31, 2023 (1.0916 $/€). For purposes of the unaudited pro forma condensed combined financial statements depict information, the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain information of the Product Support Business’s historical amounts have Marel has been reclassified to conform to AARJBT’s financial statement presentation, converted from IFRS to GAAP, and compiled in a manner consistent with the accounting policies adopted by JBT as discussed set forth in its audited historical financial statements. These adjustments are described further in Note 3the following notes. JBT is currently in the process of evaluating Marel’s accounting policies and converting Marel’s financials to GAAP, which will be finalized upon completion of the Transaction, or as more information becomes available. As a result of that review, additional differences could be identified between the accounting policies of the two companies. The pro forma financial statements should Transaction will be read accounted for under the acquisition method of accounting in conjunction with (1) our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for the six months ended November 30, 2023 filed with the SEC on December 21 2023; (2) our audited consolidated financial statements and accompanying notes in our Annual Report on Form 10-K for the year ended May 31, 2023 as filed with the SEC on July 18, 2023; and (3) the Product Support Business’s historical audited combined financial statements as of and for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 and accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805. JBT has been deemed the acquirer for accounting purposes and has therefore estimated the fair value of Marel’s assets acquired and liabilities assumed using the fair value concepts defined in ASC 820, Business CombinationsFair Value Measurement. In identifying JBT as the acquiring entity, management reviewed the proposed composition of the combined company’s board of directors, a majority of whom will be existing directors of JBT, the transaction will entity issuing the shares and cash to be accounted for using used as Transaction consideration, the acquisition method designation of accounting with AAR JBT’s President and Chief Executive Officer as the acquirer and Chief Executive Officer of the Product Support Business combined company, as well as the acquireefact that JBT’s existing shareholders will own the majority of the combined company after completion of the Transaction. Certain valuations Under ASC 805, all assets acquired and assessmentsliabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and while transaction costs associated with the associated income tax impacts business combination are still in processexpensed as incurred. The excess of the Transaction consideration over the estimated fair values used in value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The allocation of the accompanying aggregate Transaction consideration depends upon certain estimates and assumptions, all of which are preliminary. The allocation of the aggregate Transaction consideration has been made for the purpose of developing the unaudited pro forma condensed combined financial statements are preliminary and represent our current best estimate information. The final determination of fair value as of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values of the assets acquired and liabilities between assumed in the Transaction could differ materially from the preliminary estimates and allocation of aggregate Transaction consideration. The final purchase accounting could have a material impact valuation will be based on the accompanying actual net tangible and intangible assets of Marel existing at the acquisition date. The unaudited pro forma condensed combined financial statementsinformation does not reflect any expected cost savings, operating synergies or revenue enhancements that the combined entity may achieve as a result of the Transaction or any acquisition and integration costs that may be incurred. In additionManagement is not aware of any material transactions between JBT and Marel during the periods presented. Accordingly, adjustments to eliminate transactions between JBT and Xxxxx have not been reflected in the notes herein contain certain assumptions that could have a material impact on the accompanying unaudited pro forma condensed combined financial statementsinformation.

Basis of Presentation. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”), which was effective on January 1, 2021. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2024 was derived from the unaudited condensed consolidated financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments statements included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AARCompany’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with (1) our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q (“the Q1 2024 Form 10-Q”) for the six three months ended November 30March 31, 2024, and the unaudited condensed financial statements of Buckshot Trucking for the three months ended March 31, 2024, and has been prepared as if the Acquisition had occurred on January 1, 2023. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 filed with was derived from the SEC on December 21 2023; (2) our audited consolidated financial statements and accompanying notes included in our the Company’s Annual Report on Form 10-K (“the 2023 Form 10-K”) for the year ended May December 31, 2023 2023, and the audited historical financial statements of Buckshot Trucking for the year ended December 31, 2023, and has been prepared as filed if the Acquisition had occurred on January 1, 2023. The unaudited pro forma condensed combined balance sheet as of March 31, 2024 combines the consolidated balance sheet included in the Q1 2024 Form 10-Q for Enservco with the SEC historical unaudited balance sheet for Buckshot Trucking as of March 31, 2024, and has been prepared as if the Acquisition had occurred on July 18March 31, 2023; 2024. The unaudited pro forma combined financial information herein has been prepared to illustrate the effects of the Acquisition in accordance with U.S. GAAP and (3) the Product Support Business’s pursuant to Article 11 of Regulation S-X. The Buckshot Trucking audited historical audited combined financial statements as of and for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 and accompanying notesthe Buckshot Trucking unaudited condensed interim financial statements as of March 31, which 2024 and for the three months ended March 31, 2024 are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, to included in this Current Report current report on Form 8-K. In K/A. These unaudited pro forma condensed combined statements should be read in conjunction with such financial statements. The historical condensed combined financial information has been adjusted to give pro forma effect to reflect the accounting for the Acquisition in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, the transaction will be U.S. GAAP. The Company has accounted for using the Acquisition under the acquisition method of accounting in accordance with AAR the authoritative guidance on business combinations under the provisions of ASC 805. The allocation of the purchase price as reflected in the acquirer unaudited pro forma condensed combined financial information was based on a preliminary valuation of the assets acquired and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilitiesliabilities assumed, and the associated income tax impacts are still in process. The estimated fair values used in the accompanying pro forma financial statements are preliminary and represent our current best estimate of fair value as of the date of filing but are accounting is subject to revision as valuations more detailed analyses are completed and assumptions are finalized. Changes in additional information about the fair values value of the assets acquired and liabilities assumed becomes available. The final purchase price allocation may include changes to the amount of intangible assets, and goodwill, as well as other items. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between the these preliminary estimates and the final purchase accounting may occur, and these differences could have be material. Assets acquired and liabilities assumed in a business combination that arise from contingencies must be recognized at fair value if the fair value can be reasonably estimated. If the fair value of an asset or liability that arises from a contingency cannot be determined, the asset or liability would be recognized in accordance with ASC 450, “Disclosure of Certain Loss Contingencies” (“ASC 450”). If the fair value is not determinable and the ASC 450 criteria are not met, no asset or liability would be recognized. Management is not aware of any material impact on the accompanying contingencies related to Buckshot Trucking. The unaudited pro forma condensed combined financial statementsinformation is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or financial position that might have been achieved for the periods presented, nor is it necessarily indicative of the future results of the combined company. In additionThe unaudited pro forma combined financial information does not reflect any cost savings from future operating synergies or integration activities, the notes herein contain certain assumptions if any, or any revenue, tax, or other synergies, if any, that could have a material impact on result from the accompanying pro forma financial statementsAcquisition.

Basis of Presentation. In May 2020As a result of the Acquisition, the SEC adopted Release Company’s financial position, results of operations and cash flows as of and for the 13 weeks ended April 30, 2005 are presented as the “Predecessor.” The Company’s financial position, results of operations and cash flows as of and for the 13 weeks ended April 29, 2006 are presented as the “Successor.” The Acquisition and related financings were given effect as of the close of business on December 31, 2005. The financial information contained herein for the Successor reflects purchase accounting, and in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 33141, Business Combinations, the purchase price is allocated to the underlying assets and liabilities based upon their respective estimated fair values. Interim Financial Statements - The Company operates on a 52/53-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”), which was effective on January 1, 2021week fiscal year basis. The pro forma 2006 fiscal year (53 weeks) will end on February 3, 2007 and the 2005 fiscal year (52 weeks) ended January 28, 2006. The accompanying consolidated financial statements have been prepared by the Company without audit. However, the foregoing financial statements reflect all adjustments (which include only normal recurring adjustments) which are, in the opinion of Company Management, necessary to present fairly the consolidated financial position of the Company as of April 29, 2006 and April 30, 2005, and the results of operations for the then ended 13 week periods. These interim results are not necessarily indicative of the results of the fiscal years as a whole because the operations of the Company are highly seasonal. The fourth fiscal quarter has historically contributed a significant part of the Company’s earnings due to the Christmas selling season. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The Company’s fiscal 2005 audited financial statements contain a summary of significant accounting policies and include the consolidated financial statements and related the notes are presented in accordance with to the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma consolidated financial statements. Transaction The same accounting adjustments policies are included followed in the preceding pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application preparation of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3interim reports. The pro forma accompanying un-audited consolidated financial statements should be read in conjunction with (1) our unaudited the Company’s consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q thereto for the six months fiscal year ended November 30January 28, 2023 filed with the SEC on December 21 2023; (2) our audited 2006. The Company’s consolidated financial statements and accompanying notes were included in our Annual Report on Form 10-K for the year ended May 31, 2023 as filed with the SEC on July 18, 2023; and (3) the Product Support Business’s historical audited combined financial statements as of and for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 and accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805K/A filed by Spirit Finance Corporation on June 12, Business Combinations, the transaction will be accounted for using the acquisition method of accounting with AAR as the acquirer and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in process. The estimated fair values used in the accompanying pro forma financial statements are preliminary and represent our current best estimate of fair value as of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statements. In addition, the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statements2006.

Basis of Presentation. In May 2020The Purchase Agreement is accounted for as a business combination in accordance with GAAP, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final RuleBusiness Combination”). Under this method of accounting, which was effective the Pixode assets were treated as a business for financial reporting purposes. The unaudited pro forma condensed combined balance sheet as of March 31, 2024 assumes that the Business Combination occurred on March 31, 2024. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2024 and the year ended December 31, 2023 present pro forma effects to the Business Combination as if it had been completed on January 1, 20212023. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding unaudited pro forma condensed combined financial information tablesbalance sheet as of March 31, while management’s adjustments are included only in note 5 within these notes to 2024 and the unaudited pro forma condensed combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting statement of operations for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transactionthree months ended March 31, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts 2024 have been reclassified to conform to AAR’s financial statement presentationprepared using, as discussed further in Note 3. The pro forma financial statements and should be read in conjunction with (1) our with, the following: a. the unaudited consolidated financial statements of MYPS as of and accompanying notes included for the three months ended March 31, 2024 contained in our its Quarterly Report on Form 10-Q for the six three months ended November 30March 31, 2023 2024; and b. the unaudited financial statements of Pixode as of and for the three months ended March 31, 2024 included as Exhibit 99.2 to MYPS’ Current Report on Form 8-K filed with the SEC on September 16, 2024; The unaudited pro forma condensed combined statement of operations for the year ended December 21 2023; (2) our 31, 2023 has been prepared using, and should be read in conjunction with, the following: a. the audited consolidated financial statements and accompanying notes of MYPS contained in our its Annual Report on Form 10-K for the year ended May December 31, 2023 as filed with the SEC on July 18, 2023; and (3) and b. the Product Support Business’s historical audited combined financial statements of Pixode as of and for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 and accompanying notes, which are incorporated by reference included as Exhibit 99.2 and Exhibit 99.4, respectively, 99.1 to this MYPS’ Current Report on Form 8-K. In accordance K filed with Accounting Standards Codification (“ASC”) 805the SEC on September 16, 2024; and The pro forma adjustments reflecting the consummation of the Business Combinations, Combination are based on certain currently available information and certain assumptions and methodologies that MYPS believes are reasonable under the transaction will be accounted for using the acquisition method of accounting with AAR as the acquirer and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in processcircumstances. The estimated fair values used unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. MYPS believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements are preliminary and represent our current best estimate notes thereto of fair value as of the date of filing but are subject to revision as valuations MYPS and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statements. In addition, the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statementsPixode.

Basis of Presentation. In May 2020The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, ROCG will be treated as the “acquired” company and Legacy Tigo as the “accounting acquirer” for financial reporting purposes. Accordingly, for accounting purposes, the SEC adopted Release Noconsolidated financial statements of New Tigo will represent a continuation of the consolidated financial statements of Legacy Tigo with the Business Combination treated as the equivalent of Legacy Tigo issuing stock for the net assets of ROCG, accompanied by a recapitalization. 33-10786 “Amendments The net assets of ROCG will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to Financial Disclosures about Acquired the Business Combination will be presented as those of Legacy Tigo in future reports of New Tigo. The unaudited pro forma condensed combined balance sheet as of March 31, 2023 gives pro forma effect to the Business Combination and Disposed Businesses” (the “Final Rule”)other related events contemplated by the Merger Agreement as if consummated on March 31, which was effective 2023. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2023 and year ended December 31, 2022 give pro forma effect to the Business Combination and the other related events contemplated by the Merger Agreement as if consummated on January 1, 20212022, the beginning of the earliest period presented, on the basis of Legacy Tigo as the accounting acquirer. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding unaudited pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements was derived from and should be read in conjunction with (1) our the following historical financial statements and the accompanying notes, which are included elsewhere in this proxy statement/prospectus: ● the historical financial statements of ROCG as of and for the three months ended March 31, 2023 and year ended December 31, 2022; ● the historical unaudited condensed consolidated financial statements of Legacy Tigo as of and accompanying notes included in our Quarterly Report on Form 10-Q for the six three months ended November 30, 2023 filed with the SEC on December 21 2023; (2) our audited consolidated financial statements and accompanying notes in our Annual Report on Form 10-K for the year ended May March 31, 2023 as filed with and the SEC on July 18, 2023; and (3) the Product Support Business’s historical audited combined financial statements of Legacy Tigo as of and for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 2022; and accompanying notes, which are incorporated by reference as Exhibit 99.2 ● other information relating to ROCG and Exhibit 99.4, respectively, to Legacy Tigo included in this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805K, Business Combinations, including the transaction will be accounted for using the acquisition method of accounting with AAR as the acquirer Merger Agreement and the Product Support Business as description of certain terms thereof set forth under the acquiree. Certain valuations section titled “BCA Proposal.” Management has made significant estimates and assessments, including valuations assumptions in its determination of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in process. The estimated fair values used in the accompanying pro forma financial statements are preliminary and represent our current best estimate of fair value adjustments based on information available as of the date of filing but this Form 8-K. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented as additional information becomes available. Management considers this basis of presentation to be reasonable under the circumstances. One-time direct and incremental transaction costs anticipated to be incurred prior to, or concurrent with, the Closing are subject to revision as valuations and assumptions are finalized. Changes reflected in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying unaudited pro forma financial statements. In addition, the notes herein contain certain assumptions that could have condensed combined balance sheet as a material impact on the accompanying pro forma financial statementsdirect reduction to New Tigo’s additional paid-in capital and are assumed to be cash settled.

Basis of Presentation. In May 2020The unaudited condensed pro forma balance sheet as of September 30, 2012 reflects the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (Company’s historical consolidated balance sheet as if the “Final Rule”)Transaction occurred on September 30, which was effective on January 1, 20212012. The unaudited pro forma condensed statements of operations for the nine months ended September 30, 2012 and for the year ended December 31, 2011 reflect the Company’s historical consolidated statements of operations as if the Transaction occurred on December 31, 2010 after adjustments that give effect to events that are directly attributable to the Transaction. The unaudited pro forma condensed financial statements and related notes are presented for illustrative purposes only, in accordance with the Final Ruleadjustments and estimates set forth below, and are not necessarily indicative of the financial position or results of operations that would have occurred had the sale been completed as of the dates indicated, nor are they necessarily indicative of future operating results or financial position of the Company. AAR has elected to present management’s adjustments Certain information and notes normally included in addition to transaction consolidated financial statements prepared in accordance with accounting adjustments principles generally accepted in the United States have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission governing pro forma financial statementsinformation. Transaction accounting adjustments are included in the preceding The unaudited pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with the accompanying notes to the unaudited pro forma condensed financial statements. In addition, the unaudited pro forma condensed financial statements were based on and should be read in conjunction with the (1) our unaudited the separate historical consolidated financial statements of the Company and accompanying notes included management’s discussion and analysis of financial condition and results of operations contained in our its Quarterly Report on Form 10-Q for the six months quarterly period ended November September 30, 2023 filed with the SEC on December 21 2023; 2012 and (2) our audited the separate historical consolidated financial statements of the Company and accompanying notes management’s discussion and analysis of financial condition and results of operations contained in our its Annual Report on Form 10-K for the year ended May 31, 2023 as filed with the SEC on July 18, 2023; and (3) the Product Support Business’s historical audited combined financial statements as of and for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 2011. Current assets Cash and accompanying notes, which are incorporated by reference as Exhibit 99.2 cash equivalents $ 140,177 $ 114,979 (b) $ 255,156 Restricted cash 19,573 — 19,573 Accounts receivable 102,565 (12,223 ) 90,342 Inventories 241,230 (76,555 )(c) 164,675 Prepaid expenses and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification other 15,344 (“ASC”3,487 ) 805, Business Combinations, the transaction will be accounted for using the acquisition method of accounting with AAR as the acquirer and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property 11,857 Deferred income taxes 23,030 (22,523 )(d) 507 Derivative financial instruments 42,759 (13,266 ) 29,493 Total current assets 584,678 (13,075 ) 571,603 Property and equipment, identifiable intangible assetsnet 761,276 (45,191 ) 716,085 Goodwill 40,877 — 40,877 Other assets 29,703 (3,876 )(d) 25,827 Total assets $ 1,416,534 $ (62,142 ) $ 1,354,392 Current liabilities Accounts payable $ 147,426 $ (54,771 ) $ 92,655 Accrued and other liabilities 33,508 — 33,508 Unearned revenue 4,302 (948 ) 3,354 Short-term notes payable and other borrowings 157,914 — 157,914 Current maturities of long-term debt 73,092 (2,031 ) 71,061 Total current liabilities 416,242 (57,750 ) 358,492 Long-term debt 457,991 (25,937 ) 432,054 Deferred income taxes 64,913 (5,160 )(e) 59,753 Other liabilities 5,069 — 5,069 Total liabilities 944,215 (88,847 ) 855,368 Stockholders’ equity Common stock 37 — 37 Additional paid-in capital 443,746 — 443,746 Retained earnings 74,517 26,937 (f) 101,454 Accumulated other comprehensive income 19,595 — 19,595 Treasury stock (65,808 ) — (65,808 ) Total Green Plains stockholders’ equity 472,087 26,937 499,024 Noncontrolling interests 232 (232 ) — Total stockholders’ equity 472,319 26,705 499,024 Total liabilities and stockholders’ equity $ 1,416,534 $ (62,142 ) $ 1,354,392 Revenues $ 2,593,163 $ (268,150 ) $ 2,325,013 Cost of goods sold 2,538,363 (242,284 ) 2,296,079 Gross profit 54,800 (25,866 ) 28,934 Selling, assumed liabilitiesgeneral and administrative expenses 58,350 (16,999 ) 41,351 Operating income (loss) (3,550 ) (8,867 ) (12,417 ) Other income (expense) — Interest income 144 (20 ) 124 Interest expense (28,741 ) 2,164 (26,577 ) Other, net (1,859 ) — (1,859 ) Total other expense (30,456 ) 2,144 (28,312 ) Income (loss) before income taxes (34,006 ) (6,723 ) (40,729 ) Income tax expense (benefit) (12,749 ) (2,716 ) (15,465 ) Net income (loss) (21,257 ) (4,007 ) (25,264 ) Net loss attributable to noncontrolling interests 13 (13 ) — Net income (loss) attributable to Green Plains $ (21,244 ) $ (4,020 ) $ (25,264 ) Earnings per share: Income (loss) attributable to Green Plains stockholders - basic $ (0.70 ) $ (0.83 ) Income (loss) attributable to Green Plains stockholders - diluted $ (0.70 ) $ (0.83 ) Weighted average shares outstanding: Basic 30,499 30,499 Diluted 30,499 30,499 Revenues $ 3,553,712 $ (341,085 ) $ 3,212,627 Cost of goods sold 3,381,480 (306,828 ) 3,074,652 Gross profit 172,232 (34,257 ) 137,975 Selling, general and the associated administrative expenses 73,219 (22,441 ) 50,778 Operating income (loss) 99,013 (11,816 ) 87,197 Other income (expense) — Interest income 310 (18 ) 292 Interest expense (36,645 ) 2,463 (34,182 ) Other, net (779 ) — (779 ) Total other expense (37,114 ) 2,445 (34,669 ) Income (loss) before income taxes 61,899 (9,371 ) 52,528 Income tax impacts are still in process. The estimated fair values used in the accompanying pro forma financial statements are preliminary and represent our current best estimate of fair value as of the date of filing but are subject expense (benefit) 23,686 (3,586 ) 20,100 Net income (loss) 38,213 (5,785 ) 32,428 Net loss attributable to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statements. In addition, the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statements.noncontrolling interests 205 (17 ) 188 Net income (loss) attributable to Green Plains $ 38,418 $ (5,802 ) $ 32,616 Earnings per share: Income (loss) attributable to Green Plains stockholders - basic $ 1.09 $ 0.92 Income (loss) attributable to Green Plains stockholders - diluted $ 1.01 $ 0.87 Weighted average shares outstanding: Basic 35,276 35,276 Diluted 41,808 41,808

Basis of Presentation. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”), which was effective on January 1, 2021. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding unaudited pro forma condensed combined financial information tablesis based on the historical consolidated financial statements of Advanced Energy and of Artesyn, while management’s adjustments are included only in note 5 within these notes as adjusted to unaudited pro forma combined financial remove the Artesyn Legacy Businesses, hereinafter referred to as the acquired Embedded Power business. This information Adjustments included has been prepared on the basis of generally accepted accounting principles in the United States (“transaction accounting adjustments” column in U.S. GAAP”), and reflects the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3completed Acquisition Agreement and Credit Agreement. The pro forma financial information is presented for illustrative purposes only and does not necessarily reflect the results of operations of Advanced Energy that actually would have resulted had the acquisition occurred at the dates indicated, or project the results of operations of Advanced Energy for any future dates or periods. The unaudited pro forma condensed combined statements should be read in conjunction with (of operations for the six months ended June 30, 2019 and the year ended December 31, 2018, gives effect to the Acquisition Agreement and Credit Agreement as if they had been completed on January 1) our unaudited , 2018. The historical information of Advanced Energy has been derived from the audited consolidated financial statements and accompanying notes of the Company for the year ended December 31, 2018, included in our its Annual Report on Form 10-K filed with the SEC on February 21, 2019 (the “Form 10-K”), and the unaudited condensed consolidated financial statements of Advanced Energy for the six months ended June 30, 2019, included in the Quarterly Report on Form 10-Q filed with the SEC on August 5, 2019. The historical information for Embedded Power business has been derived from the audited consolidated financial statements of Artesyn Embedded Technologies, Inc. and subsidiaries for the year ended December 31, 2018, and the unaudited condensed consolidated financial statements of Artesyn Embedded Technologies, Inc. and subsidiaries for the six months ended November June 30, 2023 filed with 2019, as adjusted to remove the SEC Artesyn Legacy Businesses. Pro forma adjustments reflected in the unaudited pro forma condensed combined statements of operations are based upon items that are factually supportable, are directly attributable to the acquisition and are expected to have a continuing effect on December 21 2023; (2) our audited the Company’s results of operations. In contrast, any nonrecurring items that are already included in the Advanced Energy or Embedded Power historical consolidated financial statements and accompanying notes that are not directly related to the Acquisition Agreement or the Credit Agreement have not been eliminated as further discussed in our Annual Report on Form 10-K for the year ended May 31, 2023 as filed with the SEC on July 18, 2023; and (Note 3) the Product Support Business’s historical audited combined financial statements as of and for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 and accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, the transaction will be accounted for using the acquisition method of accounting with AAR as the acquirer and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in process. The estimated fair values used in the accompanying pro forma financial statements are preliminary and represent our current best estimate of fair value as of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statements. In addition, certain reclassifications have been made to the notes herein contain certain assumptions that could historical presentation of Embedded Power to conform to presentation used in the unaudited pro forma condensed combined statements of operations to reflect the accounting policies and practices of Advanced Energy. These reclassifications have a material no net impact on the accompanying historical operating income, income from continuing operations, or income from continuing operations attributable to Advanced Energy. Further review of the Embedded Power financial statements may result in additional revisions to Embedded Power classifications to conform to Advanced Energy’s presentation. The pro forma financial statementsadjustments and reclassifications are based upon information available as of November 22, 2019.

Basis of Presentation. In May 2020The accompanying unaudited pro forma financial statements are prepared from the historical consolidated financial statements of ADES and Arq Ltd. after giving effect to the Transactions and assumptions, reclassifications and adjustments as described in the SEC adopted Release Noaccompanying notes. 33-10786 “Amendments The unaudited pro forma combined balance sheet and the unaudited combined pro forma statements of operations give effect to Financial Disclosures about Acquired the Transactions as if they had occurred on September 30, 2022 and Disposed Businesses” (the “Final Rule”), which was effective on January 1, 2021, respectively. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with (1) our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for the six months ended November 30, 2023 filed with the SEC on December 21 2023; (2) our annual audited consolidated financial statements and accompanying notes interim unaudited condensed consolidated financial statements of ADES are prepared in our Annual Report accordance with U.S. GAAP and the historical annual audited consolidated financial statements and interim unaudited condensed consolidated financial statements of Arq Ltd. are prepared in accordance with IFRS. The unaudited pro forma financial statements do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the Transactions occurred on Form 10-K the dates indicated and also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. Included in Revenues and Operating income for the year ended May December 31, 2023 as filed with 2021 are License royalties, related party in the SEC on July 18amount of $14.4 million which will not recur in ADES’ statement of operations beyond 12 months after the effective date of the Transactions. Also included in Operating income for the nine months ended September 30, 2023; and (3) the Product Support Business’s historical audited combined financial statements as of 2022 and for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 2021 are Earnings from equity method investments of $3.2 million and accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4$68.7 million, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, which will not recur in ADES’s statement of operations beyond 12 months after the transaction will be effective date of the Transactions. ADES has accounted for using the Transactions under the acquisition method of accounting with AAR as method, which requires recognizing and measuring the acquirer identifiable assets acquired and the Product Support Business as liabilities assumed at fair value. Accordingly, ADES has used its best estimates and assumptions to assign fair value to the acquiree. Certain valuations and assessments, including valuations of property and equipmenttangible assets acquired, identifiable intangible assetsasset(s) and liabilities assumed as of the Acquisition Date. The value of the Purchase Consideration is based on the estimated fair value of Preferred Shares, assumed liabilitiesas determined by a third party valuation firm, the closing price per share of Common Stock and the associated income tax impacts Contingent Consideration. All values were determined as of the Acquisition Date. The fair values assigned to Xxx’s tangible and identifiable intangible assets acquired and liabilities assumed, as described in Note 4, are still based on management’s estimates and assumptions. ADES has estimated the fair value of Arq’s assets acquired and liabilities assumed based on discussions with Arq’s management, preliminary valuation studies, due diligence and information presented in processArq Ltd.’s historical audited and unaudited financial statements. The estimated fair values used in of these assets acquired and liabilities assumed are considered preliminary and represent management's best estimates of fair value and may be revised as additional information is received. Thus, the accompanying provisional measurements of fair value are subject to change. The Transaction Accounting adjustments have been made solely for the purpose of providing the unaudited pro forma financial statements are preliminary and represent our current best estimate of fair value as of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statements. In addition, the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statementsinformation presented herein.

Basis of Presentation. In May 2020The Business Combination is being accounted for as a reverse recapitalization in accordance with GAAP as iLearningEngines has been determined to be the accounting acquirer, primarily due to the fact that iLearningEngines will control New iLearningEngines. Under this method of accounting, while Arrowroot is the legal acquirer, it is treated as the “acquired” company for financial reporting purposes. Accordingly, the SEC adopted Release NoBusiness Combination is treated as the equivalent of iLearningEngines issuing stock for the net assets of Arrowroot, accompanied by a recapitalization. 33-10786 “Amendments The net assets of Arrowroot are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”)Business Combination are those of iLearningEngines. The following unaudited pro forma condensed combined balance sheet as of December 31, which was effective 2023, assumes that the Business Combination occurred on December 31, 2023. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 present pro forma effect to the Business Combination as if it had been completed on January 1, 20212023. The unaudited pro forma financial statements condensed combined balance sheet as of December 31, 2023 and unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 have been prepared using, and should be read in conjunction with, the following: ● iLearningEngines’ audited consolidated balance sheet as of December 31, 2023 and the related notes are presented as of December 31, 2023, included elsewhere in accordance with this Form 8-K. ● Arrowroot’s audited consolidated balance sheet as of December 31, 2023 and the Final Rulerelated notes as of December 31, 2023, incorporated by reference elsewhere in this Form 8-K, refer to the Arrowroot’s 10-K filed on April 1, 2024. AAR ● iLearningEngines’ audited consolidated statement of operations for the year ended December 31, 2023 and the related notes, included elsewhere in this Form 8-K. ● Arrowroot’s audited consolidated statement of operations for the year ended December 31, 2023 and the related notes, incorporated by reference elsewhere in this Form 8-K, refer to the Arrowroot’s 10-K filed on April 1, 2024. Management has elected to present management’s adjustments made significant estimates and assumptions in addition to transaction accounting adjustments in its determination of the pro forma financial statementsadjustments. Transaction accounting adjustments are included in As the preceding unaudited pro forma condensed combined financial information tableshas been prepared based on these preliminary estimates, while management’s adjustments are included only in note 5 within these notes to the final amounts recorded may differ materially from the information presented. The unaudited pro forma condensed combined financial information Adjustments included does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Business Combination. The unaudited condensed pro forma adjustments, which are described in the “transaction accounting adjustments” column in accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma financial statements depict adjustments, and it is possible the accounting difference may be material. New iLearningEngines believes that its assumptions and methodologies provide a reasonable basis for presenting all of the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the significant effects of the transaction Business Combination based on information available to AAR’s historical management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with (1) our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for above reflect the six months ended November 30, 2023 filed with basis the SEC on December 21 2023; (2) our audited consolidated financial statements and accompanying notes in our Annual Report on Form 10-K for the year ended May 31, 2023 as filed with the SEC on July 18, 2023; and (3) the Product Support Business’s historical audited combined financial statements as of and for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 and accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, the transaction will be accounted for using the acquisition method of accounting with AAR as the acquirer and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in process. The estimated fair values used in the accompanying pro forma financial statements are preliminary and represent our current best estimate of fair value minimum cash condition has been waived as of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statements. In addition, the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statementsClosing Date.

Basis of Presentation. In May 2020The Company has determined that the NUCYNTA® Acquisition constitutes a business combination as defined by Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 805, “Business Combinations”. Accordingly, the SEC adopted Release Noassets acquired and the liabilities assumed are presented at their acquisition-date fair values as required by that statement. 33-10786 Fair values are determined based on the requirements of FASB ASC 820, “Amendments Fair Value Measurements and Disclosures”. Management has made a preliminary determination of the fair value of the assets acquired and liabilities assumed based on various estimates, as described in Note 1 to Financial Disclosures about Acquired the unaudited pro forma condensed combined balance sheet. Management is continuing to refine those estimates and Disposed Businesses” (consequently, the “Final Rule”), which was effective on January 1, 2021final determination of these estimated fair values may differ materially from those presented. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding following unaudited pro forma condensed combined financial information tablesis presented to illustrate: (i) the NUCYNTA® Acquisition, while management’s adjustments are included only and (ii) the issuance of the Notes in note 5 within these notes to connection with the NUCYNTA® Acquisition (collectively, the “Transactions”). The unaudited pro forma condensed combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transactionwas prepared using, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements and should be read in conjunction with with, (1) our unaudited the audited consolidated financial statements of Depomed as of and accompanying notes for the year ended December 31, 2014 as included in our Depomed’s Annual Report on Form 10-K (2) the unaudited condensed consolidated financial statements of Depomed as of and for the three months ended March 31, 2015 as included in the Company’s Quarterly Report on Form 10-Q for the six months ended November 30, 2023 filed with the SEC on December 21 2023; (2) our audited consolidated financial statements and accompanying notes in our Annual Report on Form 10-K for the year ended May 31, 2023 as filed with the SEC on July 18, 2023; and (3) the Product Support Business’s historical audited combined financial statements Special Purpose Combined Statements of Assets Acquired and Liabilities Assumed relating to the NUCYNTA® business as of December 28, 2014 and December 29, 2013 and the notes related thereto, and the audited Special Purpose Combined Statements of Revenues and Direct Expenses for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months years ended December 3128, 2023 2014, December 29, 2013 and accompanying notesDecember 30, 2012 and the related notes related thereto, which are incorporated by reference filed as Exhibit 99.1 and (4) The unaudited Special Purpose Quarterly Combined Statements of Assets acquired and Liabilities Assumed as of March 29, 2015 and the unaudited Special Purpose Combined Statements of Revenues and Direct Expenses relating to the NUCYNTA® business for the three months ended March 29, 2015 and the notes related thereto, which are filed as Exhibit 99.2 and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification K/A. The unaudited pro forma condensed combined balance sheet as of March 31, 2015 assumes that the Transactions occurred on March 31, 2015. The unaudited pro forma condensed combined statements of income (“ASC”loss) 805for the year ended December 31, Business Combinations, the transaction will be accounted for using the acquisition method of accounting with AAR as the acquirer 2014 and the Product Support Business three months ended March 31, 2015 assume that the Transactions occurred on January 1, 2014. The unaudited pro forma condensed combined financial information is preliminary and subject to change, is provided for illustrative purposes only and is not necessarily indicative of the results that would have been achieved had the NUCYNTA® acquisition been completed as of the acquireedates indicated or that may be achieved in future periods. Certain valuations The unaudited pro forma condensed combined statements of income (loss) do not include the effects of any non-recurring costs or one-time transaction-related costs. The historical financial information has been adjusted in the accompanying unaudited pro forma condensed combined financial statements to give effect to pro forma events that are directly attributable to the Transactions and assessmentsare factually supportable. Current assets: Cash and cash equivalents $ 52,783 $ — $ 12,063 (a) $ 64,846 Marketable securities 8,310 — — 8,310 Restricted cash 500,000 — (500,000 )(b) — Accounts receivable, including valuations of property net 23,454 — — 23,454 Receivables from collaborative partners 1,048 — — 1,048 Inventories 6,455 3,011 8,579 (c) 18,045 Income taxes receivable 3,424 — — 3,424 Deferred tax assets, net 9,601 — — 9,601 Prepaid and other current assets 8,397 — 9,961 (d) 18,358 Total current assets 613,472 3,011 (469,397 ) 147,086 Marketable securities, long-term 6,641 — — 6,641 Property and equipment, identifiable intangible net 7,170 8,455 — 15,625 Intangible assets, assumed net 69,822 5,429 1,014,565 (e) 1,089,816 Other assets 7,319 — — 7,319 $ 704,424 $ 16,895 $ 545,168 $ 1,266,487 LIABILITIES AND SHAREHOLDERS’ EQUITY — Current liabilities: — Accounts payable and accrued liabilities $ 55,803 $ — $ — $ 55,803 Income taxes payable 1,281 — — 1,281 Contingent consideration liability 2,298 — — 2,298 Other current liabilities 2,338 — (642 )(f) 1,696 Total current liabilities 61,720 — — 61,078 Contingent consideration liability 12,422 — — 12,422 Convertible debt 233,057 — — 233,057 Senior secured notes — — 562,063 (g) 562,063 Deferred tax liabilities, and the associated income net, non-current 25,924 — — 25,924 Other long-term liabilities 11,233 — — 11,233 Commitments Shareholders’ equity: Preferred stock — — — — Common stock 246,034 — — 246,034 Additional paid-in capital 77,968 — — 77,968 Retained earnings 36,081 — 642 (f) 36,723 Accumulated other comprehensive loss, net of tax impacts are still in process. The estimated fair values used in the accompanying pro forma financial statements are preliminary and represent our current best estimate of fair value as of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statements. In addition, the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statements.(15 ) — — (15 ) Total shareholders’ equity 360,068 — — 360,710 $ 704,424 $ — $ 562,063 $ 1,266,487

Basis of Presentation. In May 2020The historical financial information of the Company has been derived from the unaudited financial statements of the Company as of March 31, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”)2022, as found in Form 10Q which was effective filed with the Securities and Exchange Commission on January 1May 11, 20212022. The pro forma historical financial information of PeriShip, LLC has been derived from the unaudited financial statements of the Seller as of and related notes are presented in accordance with for the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are three months ended March 31, 2022, included in the preceding pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles Exhibit 99.2 to the transaction, applying the effects of the transaction to AARCompany’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with (1) our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 108-Q for the six months ended November 30, 2023 K/A filed with the SEC on December 21 2023; (2) our June 23, 2022. The historical financial information of the Company has been derived from the audited consolidated financial statements and accompanying notes of the Company as of December 31, 2021, as found in our Annual Report on Form 10-K which was filed with the Securities and Exchange Commission on March 14, 2022. The historical financial information of PeriShip, LLC has been derived from the audited financial statements of the Seller for the year ended May December 31, 2023 as 2021, included in Exhibit 99.1 to the Company’s Form 8-K/A filed with the SEC on July 18June 23, 2023; 2022. The historical financial statements have been adjusted in the unaudited pro forma consolidated financial statements to give effect to pro forma events that are (1) directly attributable to the PeriShip Acquisition, (2) factually supportable and (3) with respect to the Product Support Business’s historical audited unaudited pro forma consolidated statement of operations, expected to have a continuing impact on the combined financial statements results of the Company following the PeriShip Acquisition. The PeriShip Acquisition is being accounted for as of and for a business combination using the year ended March 31, 2023 and historical unaudited combined financial statements acquisition method with the Company as of and for the nine months ended December 31, 2023 and accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accounting acquirer in accordance with Accounting Standards Codification (“ASC”) ASC Topic 805, Business Combinations. As the accounting acquirer, the transaction will be accounted for using Company has estimated the fair value of PeriShip assets acquired and liabilities assumed and conformed the accounting policies of PeriShip to its own accounting policies. The unaudited pro forma consolidated financial statements do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the acquisition method occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of accounting with AAR as operations of the acquirer and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in processcombined company. The estimated fair values used in actual financial position and results of operations may differ significantly from the accompanying pro forma financial statements are preliminary and represent our current best estimate amounts reflected herein due to a variety of fair value as of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statements. In addition, the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statementsfactors.

Basis of Presentation. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”), which was effective on January 1, 2021. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding accompanying unaudited pro forma condensed combined financial information tables, while management’s adjustments are included only and related notes were prepared in note 5 within these notes to accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023, the six months ended December 31, 2022, and the year ended June 30, 2022 combines the historical consolidated statement of operations of Perspective and the historical statements of operations of Viewpoint, giving effect to the transaction as if it had been completed on July 1, 2021. The accompanying unaudited pro forma condensed combined balance sheet as of December 31, 2022 combines the historical consolidated balance sheet of Perspective and the historical combined balance sheet of Viewpoint, giving effect to the transaction as if it had been completed on December 31, 2022. Perspective previously had a fiscal year end of June 30 and Viewpoint has a fiscal year end of December 31. On February 6, 2023, Perspective announced the Board had approved a change in the fiscal year end from June 30 to December 31. Perspective filed a Form 10-KT reflecting this change on May 1, 2023. The unaudited pro forma condensed combined financial statements do not include any additional charges related to restructuring or other integration activities resulting from the transaction, the timing, nature, and amount of which management cannot currently identify, and thus, such charges are not reflected in the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles and explanatory notes have been prepared to the transaction, applying illustrate the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with (1) our unaudited consolidated financial statements involving Perspective and accompanying notes included in our Quarterly Report on Form 10-Q for the six months ended November 30, 2023 filed with the SEC on December 21 2023; (2) our audited consolidated financial statements and accompanying notes in our Annual Report on Form 10-K for the year ended May 31, 2023 as filed with the SEC on July 18, 2023; and (3) the Product Support Business’s historical audited combined financial statements as of and for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 and accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, the transaction will be accounted for using Viewpoint under the acquisition method of accounting with AAR Perspective as the acquirer and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in processacquirer. The estimated fair values used in the accompanying unaudited pro forma condensed combined financial statements are preliminary information is presented for informational purposes only and represent our current best estimate of fair value as does not necessarily indicate the financial results of the date combined company had the companies been combined at the beginning of filing but are subject to revision as valuations and assumptions are finalizedthe period presented, nor does it necessarily indicate the results of operations in future periods or the future financial position of the combined company. Changes in Under the fair values acquisition method of accounting, the assets and liabilities between of Viewpoint, as of the preliminary estimates acquisition date, were recorded by Perspective at their respective fair values and final the excess of the purchase accounting could have a material impact on consideration over the accompanying pro forma financial statements. In addition, the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statementsfair value of Viewpoint’s net assets was allocated to goodwill.

Basis of Presentation. In May 2020The unaudited pro forma condensed combined balance sheet gives effect to the acquisition of Covidien as if the acquisition occurred on January 23, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”)2015, which was effective on January 1, 2021is the last day of the third quarter of Medtronic's 2015 fiscal year. The pro forma financial statements adjustments required to reflect the acquired assets and related notes assumed liabilities of Covidien are presented in accordance with based on the Final Ruleestimated fair value of Covidien’s assets and liabilities. AAR has elected No adjustments were deemed necessary by management to present managementalign the valuation dates of Covidien’s adjustments in addition assets and liabilities to transaction accounting adjustments in the presentation of the unaudited pro forma financial statementscondensed combined balance sheet. Transaction accounting adjustments are included in Similarly, the preceding historical Covidien statement of earnings information for the nine months ended January 23, 2015 is based upon the period from March 29, 2014 to December 26, 2014 and the historical Covidien statement of earnings information for the fiscal year ended April 25, 2014 is based upon the period from March 30, 2013 to March 28, 2014. Management is not aware of any material transactions entered into by Covidien from March 30, 2013 to April 26, 2013, March 29, 2014 to April 25, 2014, or December 27, 2014 to January 23, 2015. For pro forma purposes, the valuation of consideration transferred is based on, among other things, Medtronic’s closing share price as of January 23, 2015 of $76.95 per share. For pro forma purposes, the fair value of Covidien’s stock options and share awards converted is based on Medtronic’s closing share price as of January 23, 2015 of $76.95 per share. The unaudited pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with (1) our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for the six months ended November 30, 2023 filed with the SEC on December 21 2023; (2) our audited consolidated financial statements and accompanying notes in our Annual Report on Form 10-K for the year ended May 31, 2023 as filed with the SEC on July 18, 2023; and (3) the Product Support Business’s historical audited combined financial statements as of and for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 and accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, the transaction will be accounted for was prepared using the acquisition method of accounting with AAR as and was based on the acquirer historical financial information of Medtronic and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in processCovidien. The estimated acquisition method of accounting in accordance with ASC 805 requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at their fair values used as of the acquisition date. The acquisition method of accounting, in accordance with ASC 805, uses the fair value concepts defined in ASC 820, “Fair Value Measurement” (ASC 820). The historical consolidated financial information has been adjusted in the accompanying unaudited pro forma condensed combined financial statements information to give effect to pro forma events that are preliminary (i) directly attributable to the acquisition, (ii) factually supportable, and represent our current best estimate (iii) with respect to the unaudited pro forma condensed combined statement of fair value as of the date of filing but are subject earnings, expected to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material continuing impact on the accompanying pro forma financial statementsconsolidated results. In additionASC 820 defines fair value, establishes the framework for measuring fair value for any asset acquired or liability assumed under U.S. GAAP, expands disclosures about fair value measurements, and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measurements. Fair value is defined in ASC 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of an asset or liability. Market participants are assumed to be buyers or sellers in the most advantageous market for the asset or liability. Fair value measurement for an asset assumes the highest and best use by these market participants, and as a result, assets may be required to be recorded which are not intended to be used or sold. Additionally, the notes herein contain certain fair value may not reflect management’s intended use for those assets. Fair value measurements can be highly subjective and it is possible the application of reasonable judgment could lead to different assumptions resulting in a range of alternative estimates using the same facts and circumstances. Assets acquired and liabilities assumed in a business combination that could arise from contingencies must be recognized at fair value if the fair value can be reasonably estimated. If the fair value of an asset or liability that arises from a contingency cannot be determined, the asset or liability would be recognized in accordance with ASC 450, “Disclosure of Certain Loss Contingencies” (ASC 450). If the fair value is not determinable and the ASC 450 criteria are not met, no asset or liability would be recognized. At this time, to the extent contingencies exist, management does not have a material impact on sufficient information to determine the accompanying pro forma financial statementsfair value of Covidien's contingencies to be acquired. If information becomes available, which would permit management to determine the fair value of these acquired contingencies, these amounts will be adjusted in accordance with ASC 820.

Basis of Presentation. In May 2020, BGC's unaudited pro forma condensed consolidated financial information has been compiled from underlying financial statements prepared pursuant to the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired rules and Disposed Businesses” regulations of the U.S. Securities and Exchange Commission (the “Final RuleSEC”) and in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). They reflect the completed Insurance Business Disposition, which was effective on January 1including the receipt of $500 million of cash consideration, 2021adjusted for working capital and other certain closing adjustments. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding unaudited pro forma condensed combined consolidated financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with (1) our with: • The accompanying notes to the unaudited pro forma condensed consolidated financial statements; • BGC’s unaudited condensed consolidated financial statements and accompanying notes included in our the Company’s Quarterly Report on Form 10-Q for the six months period ended November June 30, 2023 filed with the SEC on December 21 20232021; (2) our • BGC’s audited consolidated financial statements and accompanying notes included in our the Company’s Annual Report on Form 10-K for the year ended May December 31, 2023 as filed with the SEC on July 18, 20232020; and (3) • The risks described under "Special Note on Forward-Looking Information" and under "Risk Factors" in the Product Support BusinessCompany’s historical audited combined financial statements as of and Annual Report on Form 10-K for the year ended March December 31, 2023 2020 and historical any updates to those risk or new risks contained in the Company’s subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. The unaudited combined pro forma condensed consolidated financial statements information is presented in accordance with the rules specified by Article 11 of Regulation S-X promulgated by the SEC and has been prepared subject to the assumptions and adjustments as described in the notes thereto. Specifically, the unaudited pro forma condensed consolidated financial information set forth below reflects the effects of the Insurance Business Disposition on (i) BGC’s statement of financial condition as of June 30, 2021, as if the Insurance Business Disposition had occurred on that date, and (ii) BGC’s statement of operations for the nine six months ended June 30, 2021 and the year ended December 31, 2023 2020, as if the Insurance Business Disposition had occurred on January 1, 2020. Management believes that the assumptions used and accompanying notes, which adjustments made are incorporated by reference as Exhibit 99.2 reasonable under the circumstances and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, given the transaction will be accounted for using the acquisition method of accounting with AAR as the acquirer and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in processinformation available. The estimated fair values used in the accompanying unaudited pro forma condensed consolidated financial statements are preliminary information is for illustrative and represent our current best estimate informational purposes only and is not necessarily indicative of fair value the financial condition or results of operations of the Company that would have occurred if the Insurance Business Disposition had occurred as of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values dates indicated, nor is it indicative of the assets and liabilities between future financial condition or results of operations of the preliminary estimates and final purchase accounting could have a material impact on the accompanying Company. The unaudited pro forma financial statementscondensed consolidated statements of operations also do not reflect the gain from the Insurance Business Disposition, the potential use of proceeds, potential actions to reduce corporate overhead, or any potential tax or hedging strategies. In addition, the notes herein contain certain assumptions that could have a material impact on the accompanying unaudited pro forma financial statementscondensed consolidated statements of operations do not include any adjustments with respect to certain expenses recorded that were related to non-recurring events both related and unrelated to the Insurance Business Disposition.

Basis of Presentation. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”), which was effective on January 1, 2021. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding unaudited pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting statement of operations for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with (1) our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for the six months year ended November 30December 31, 2023 filed with was derived from the SEC on December 21 2023; (2) our audited consolidated financial statements and accompanying notes included in our the Company’s Annual Report on Form 10-K ("the 2023 Form 10-K") for the year ended May December 31, 2023, and the audited historical financial information of Carlstar for the year ended December 31, 2023, and has been prepared as if the Transaction had occurred on January 1, 2023. The unaudited pro forma condensed combined balance sheet as of December 31, 2023 as filed combines the consolidated balance sheet included in the 2023 Form 10-K with the SEC on July 18historical audited balance sheet for Carlstar as of December 31, 2023; , and (3) has been prepared as if the Product Support Business’s Transaction had occurred on December 31, 2023. The unaudited pro forma condensed combined financial information herein has been prepared to illustrate the effects of the Transaction in accordance with U.S. GAAP and pursuant to Article 11 of Regulation S-X. The Carlstar audited historical audited combined consolidated financial statements as of and for the year ended March December 31, 2023 and are included in this Current Report on Form 8-K/A. These statements should be read in conjunction with such historical unaudited combined financial statements. The historical consolidated financial information has been adjusted to give pro forma effect to reflect the accounting for the Transaction in accordance with U.S. GAAP. The historical Carlstar financial statements as of and for the nine months year ended December 31, 2023 and accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, have been adjusted to this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, reflect certain reclassifications to conform to the transaction will be accounted for using the acquisition method of accounting with AAR as the acquirer and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in process. The estimated fair values used Company’s financial statement presentation in the accompanying unaudited pro forma financial statements are preliminary and represent our current best estimate of fair value as of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma condensed combined financial statements. In addition, amounts previously presented on the notes herein contain certain assumptions historical consolidated balance sheet of Carlstar for finance lease right of use assets in the amount of $700 have been reclassified into "Operating lease assets" on the unaudited pro forma condense combined balance sheet. The Company has accounted for the Transaction under the acquisition method of accounting in accordance with the authoritative guidance on business combinations under the provisions of ASC 805. The allocation of the purchase price as reflected in the unaudited pro forma condensed combined financial information was based on a preliminary valuation of the assets acquired and liabilities assumed, and the accounting is subject to revision as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available. The final purchase price allocation may include changes to the amount of intangible assets, goodwill, and deferred taxes, as well as other items. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final purchase accounting may occur, and these differences could be material. Assets acquired and liabilities assumed in a business combination that arise from contingencies must be recognized at fair value if the fair value can be reasonably estimated. If the fair value of an asset or liability that arises from a contingency cannot be determined, the asset or liability would be recognized in accordance with ASC 450, “Disclosure of Certain Loss Contingencies” (“ASC 450”). If the fair value is not determinable and the ASC 450 criteria are not met, no asset or liability would be recognized. Management is not aware of any material contingencies related to Carlstar. The unaudited pro forma condensed combined financial information is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or financial position that might have been achieved for the periods presented, nor is it necessarily indicative of the future results of the combined company. The unaudited pro forma condensed combined financial information does not reflect any cost savings from future operating synergies or integration activities, if any, or any revenue, tax, or other synergies, if any, that could have a material impact on result from the accompanying pro forma financial statementsAcquisition.

Basis of Presentation. In May 2020The financial statements included in this report present an unaudited pro forma condensed consolidated balance sheet and unaudited pro forma condensed consolidated statements of operations reflecting the pro forma effects of certain transactions, discussed in detail below, entered into by New Source Energy Partners L.P. (“NSLP" or the “Partnership"). The unaudited pro forma condensed consolidated balance sheet as of September 30, 2013 included in this report gives effect to the Partnership's November 12, 2013 acquisition of all of the limited partnership interests in MCE LP and all of the membership interests in MCE GP, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” general partner of MCE LP (the “Final RuleAcquired Companies”)) and the Partnership's October 4, 2013 acquisition (the "October Acquisition") assuming the acquisitions occurred on September 30, 2013 and is derived from the historical consolidated financial statements of the Partnership and the Acquired Companies and reflects the current estimate (which was is subject to change) of the purchase price allocation of the Acquired Companies. The effective dates of the acquisition of the Acquired Companies and the October Acquisition were November 1, 2013 and August 1, 2013, respectively. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2012 and nine months ended September 30, 2013, give effect to the Acquired Companies, the Partnership’s March 29, 2013 acquisition (the "March Acquisition") and the October Acquisition (collectively the “2013 Acquisitions”) assuming the 2013 Acquisitions occurred on January 1, 20212012 and are derived from the historical financial statements of the Partnership and the 2013 Acquisitions and reflect pro forma adjustments based on assumptions the Partnership has deemed appropriate. Pro forma adjustments for the nine months ended September 30, 2013 with respect to the March Acquisition only reflect the pro forma effects on the period prior to the date of the completion of the March Acquisition. The related pro forma financial statements and related notes adjustments are presented described below. In the opinion of the Partnership's management, all adjustments have been made that are necessary to present, in accordance with the Final Rule. AAR has elected to present managementSecurities and Exchange Commission’s adjustments in addition to transaction accounting adjustments in (the “SEC”) Regulation S-X, the pro forma condensed consolidated financial statements. Transaction accounting No adjustments have been made to reflect pro forma income taxes as the income tax accounts shown are included those of the Partnership’s predecessor, a taxable entity, and in February 2013, in connection with its initial public offering, the preceding Partnership became a nontaxable entity. Therefore, such adjustments would not be meaningful. The unaudited pro forma condensed combined consolidated balance sheet and statements of operations are presented for illustrative purposes only, and do not purport to be indicative of the financial information tables, while management’s adjustments are included only position or results of operations that would actually have occurred if the 2013 Acquisitions had occurred as presented in note 5 within these notes to unaudited pro forma combined financial information Adjustments included such statements or that may be obtained in the “transaction accounting adjustments” column future. In addition, future results may vary significantly from the results reflected in the pro forma financial such statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles due to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further factors described in Note 3. The pro forma financial statements should be read in conjunction with (1) our unaudited consolidated financial statements and accompanying notes "Risk Factors" included in our Quarterly Report on Form 10-Q for the six months ended November 30, 2023 filed with the SEC on December 21 2023; (2) our audited consolidated financial statements and accompanying notes in our Annual Report on Form 10-K for the year ended May December 31, 2023 as filed 2012 and elsewhere in the Partnership's reports and filings with the SEC on July 18, 2023; SEC. The unaudited pro forma condensed consolidated balance sheet and (3) the Product Support Business’s statements of operations should be read in conjunction with our historical audited combined consolidated financial statements as of and the notes thereto included in our Annual Report on Form 10-K for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 2012 and accompanying noteson our Quarterly Report on Form 10-Q for the quarter ended September 30, which are incorporated by reference 2013. The pro forma statements should also be read in conjunction with the historical financial statements and the notes thereto of the 2013 Acquisitions reflected therein as Exhibit 99.2 filed herewith and Exhibit 99.4, respectively, to this Current Report in filings on Form 8-K. In accordance K by the Partnership with Accounting Standards Codification (“ASC”) 805, Business Combinations, the transaction will be accounted for using the acquisition method of accounting with AAR as the acquirer and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in process. The estimated fair values used in the accompanying pro forma financial statements are preliminary and represent our current best estimate of fair value as of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statements. In addition, the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statementsSEC.

Basis of Presentation. In May 2020The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended by the SEC adopted final rule, Release No. 33-10786 10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” (the “Final Rule”), which was effective on January 1, 2021. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR Management has elected not to present management’s adjustments in addition to and has only presented transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding unaudited pro forma condensed combined financial information tablesstatements. VBL and Notable have not had any historical relationship prior to the Merger. Accordingly, while management’s no pro forma adjustments are included only in note 5 within these notes were required to eliminate activities between the companies. The unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application balance sheet data as of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with (1) our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for the six months ended November September 30, 2023 filed with assumes that the SEC Merger took place on December 21 September 30, 2023 and combines the VBL and Notable historical balance sheets as of September 30, 2023; (2) our audited consolidated financial statements . The unaudited pro forma condensed combined statement of operations assumes that the Merger took place on January 1, 2022 and accompanying notes in our Annual Report on Form 10-K combines the historical results of VBL and Notable for the year nine months ended May 31September 30, 2023 as filed with the SEC on July 18, 2023; and (3) the Product Support Business’s historical audited combined financial statements as of and for the year ended March December 31, 2023 2022. Additionally, the unaudited pro forma condensed combined balance sheet and historical statements of operations reflect the other transactions that will have occurred at or prior to the completion of the Merger. The Merger in these unaudited pro forma condensed combined financial statements is a reverse asset acquisition that has been accounted for as of and a reverse recapitalization, equivalent to Notable issuing stock for the nine months ended December 31net assets of VBL, 2023 in accordance with ASC 805, because at the closing of the Merger, the primary pre-combination assets of VBL will be cash and accompanying notescash equivalents. VBL will be treated as the acquired company for accounting purposes, whereas Notable will be treated as the accounting acquirer. The net assets of VBL will be stated at fair value, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4approximates carrying value, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, the transaction will be accounted for using the acquisition method of accounting with AAR as the acquirer and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable no goodwill or other intangible assets, assumed liabilitiesassets recorded, and the associated income tax impacts are still in processhistorical results of operations prior to the Merger will be those of Notable. The estimated fair values used in historical financial statements of VBL and Notable have been adjusted to give effect to unaudited pro forma events. The unaudited pro forma condensed combined financial statements also give effect to other transactions described below that are not directly attributable to the accompanying Merger but are deemed relevant to the pro forma financial statements are preliminary position and represent our current best estimate of fair value as operations of the date combined companies. Pro forma adjustments related to the Notable Pre-Closing Financing for aggregate cash proceeds of filing but approximately $2.7 million reflects the additional issuance of Notable preferred stock as part of the $10.3 million Notable Pre-Closing Financing that was completed immediately upon the closing of the Merger as a condition to the Merger Agreement. The shares of Notable preferred stock in the Notable Pre-Closing Financing (including those issued upon cancellation of the Series D SAFEs) were converted into Ordinary Shares as part of the Exchange Ratio at the Effective Time of the Merger. To the extent there are significant changes to the business following completion of the Merger, the assumptions and estimates set forth in the unaudited pro forma condensed combined financial statements could change significantly. Accordingly, the pro forma adjustments are subject to revision further adjustments as valuations additional information becomes available and assumptions as additional analyses are finalized. Changes in conducted following the fair values completion of the assets and liabilities between Merger. There can be no assurances that these additional analyses will not result in material changes to the preliminary estimates and final purchase accounting could have a material impact on the accompanying unaudited pro forma financial statements. In addition, the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma condensed combined financial statements.

Basis of Presentation. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”), which was effective on January 1, 2021. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AARcombined company is prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) and Article 11 of Regulation S-X. ADTRAN Holdings and ADTRAN’s historical financial informationstatements were prepared in accordance with U.S. GAAP and presented in thousands of USD. Certain ADVA’s consolidated income statement for the year ended December 31, 2021, and the consolidated balance sheet and income statement as of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with (1) our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for the six months ended November June 30, 2023 filed 2022, have been prepared in accordance with IFRS as issued by the SEC on December 21 2023; IASB, presented in thousands of Euros (2“Euro”) our audited consolidated and translated to thousands of USD for condensed combined pro forma financial statements information purposes. As such, certain IFRS, as adopted by the IASB to U.S. GAAP adjustments are included in the unaudited pro forma condensed combined financial information as discussed in Note 4 below. For purposes of preparing the unaudited pro forma condensed combined financial information, the historical financial information of ADVA and accompanying notes in our Annual Report on Form 10-K related pro forma adjustments were translated from Euro to USD using the following historical exchange rates as posted by Oanda: Balance Sheet as of June 30, 2022 period end exchange rate at June 30, 2022 1.048 Statement of Operations for the year ended May December 31, 2023 as filed 2021 average exchange rate for that period 1.185 Statement of Operations for the six months ended June 30, 2022 average exchange rate for that period 1.093 Certain reclassifications were made to align ADVA’s financial statement presentation with the SEC that of ADTRAN based on July 18information available to date. Cash and cash equivalents Restricted cash $ 0.10 Trade accounts receivable Accounts receivable, 2023; net $ 117.30 Contract assets Other receivable $ 0.20 Other current assets Accounts receivable, net $ 1.60 Inventories Inventory, net $ 166.60 Other current assets Prepaid expenses and other current assets $ 14.90 Right-of-use assets Other non-current assets $ 22.00 Property, plant and equipment Property, plant and equipment, net $ 34.60 Deferred tax assets Deferred tax assets, net $ 17.50 Capitalized development projects Intangibles, net $ 11.00 Intangible assets acquired in business combinations Intangibles, net $ 13.60 Other purchased and internally generated intangible assets Intangibles, net $ 103.00 Current lease liabilities Accrued expenses and other liabilities $ 6.10 Current liabilities to banks Current portion of debt $ 26.40 Trade accounts payable Accounts payable $ 91.90 Current contract liabilities and advance payments Unearned revenue $ 26.40 Refund liabilities Accrued expenses and other liabilities $ 0.60 Other current liabilities Accrued expenses and other liabilities $ 26.40 Current provisions Accrued expenses and other liabilities $ 29.80 Provisions for pensions and similar employee benefits Pension liability $ 8.50 Other non-current provisions Other non-current liabilities $ 2.90 Non-current liabilities to banks Non-current portion of debt $ 15.90 Non-current contract liabilities Non-current unearned revenue $ 9.60 Share capital Common stock $ 54.40 Capital reserve Additional paid-in capital $ 347.70 Accumulated deficit Retained earnings $ (336.80 ) the Product Support BusinessAccumulated other comprehensive income Accumulated other comprehensive income (loss) $ 1.30 Net income Retained earnings $ 14.10 Revenue Revenue-Network solutions $ 615.30 Revenue Revenue-Services & support $ 99.70 Cost of goods sold Cost of revenue-Network solutions $ (422.10 ) Cost of goods sold Cost of revenue-Services & support $ (33.90 ) Selling and marketing expenses Selling, general and administrative $ (74.60 ) General and administrative expenses Selling, general and administrative $ (46.00 ) Other operating income - Government grants received Other income (expense), net $ 2.70 Other operating income - Release of provisions Selling, general and administrative $ 1.00 Other operating income - Income from payments received on receivables written off in previous periods Selling, general and administrative $ 0.10 Other operating income - Reversal of customer credit notes Selling, general and administrative $ 0.30 Other operating income - Duty and logistics charges Selling, general and administrative expenses $ 1.30 Other operating income - Other Other income (expense), net $ 1.30 Other operating expenses - Derecognitions of trade accounts receivable Selling, general and administrative $ (0.20 ) Other operating expenses - Write-off of prepayments received for licenses Selling, general and administrative $ (0.30 ) Other operating expenses - Other Selling, general and administrative $ (0.30 ) Interest income Interest and dividend income $ 0.10 Foreign currency exchange gains Other income (expense), net $ 14.50 Foreign currency exchange losses Other income (expense), net $ (11.40 ) Revenue Revenue-Network solutions $ 318.10 Revenue Revenue-Services & support $ 50.10 Cost of goods sold Cost of revenue-Network solutions $ (235.40 ) Cost of goods sold Cost of revenue-Services & support $ (16.10 ) Selling and marketing expenses Selling, general and administrative $ (39.70 ) General and administrative expenses Selling, general and administrative $ (21.80 ) Other operating income - Government grants received Other income (expense), net $ 1.00 Other operating income - Release of provisions Selling, general and administrative $ 0.80 Other operating income - Duty and logistics charges Other income (expense), net $ 2.20 Other operating income - Other Other income (expense), net $ 0.40 Other operating expenses - Other Selling, general and administrative $ (0.50 ) Foreign currency exchange gains Other income (expense), net $ 13.20 Foreign currency exchange losses Other income (expense), net $ (8.50 ) ADVA’s historical audited combined consolidated statement of financial statements position as of June 30, 2022, and statements of operations for the year ended March December 31, 2023 and historical unaudited combined financial statements as of 2021, and for the nine six months ended December 31June 30, 2023 and accompanying notes2022, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In have been prepared in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, IFRS as issued by the transaction will be accounted for using IASB which differs in certain material respects from U.S. GAAP. The historical financial statements have been adjusted to align ADVA’s historical accounting policies to accounting policies in accordance with U.S. GAAP. Adjustments are initially calculated in EUR and translated to USD based on the acquisition method of accounting with AAR as exchange rates detailed in Note 2. Any differences between adjustments impacting the acquirer unaudited pro forma condensed combined balance sheet and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in process. The estimated fair values used in the accompanying unaudited pro forma financial condensed combined statements of operations are preliminary and represent our current best estimate of fair value as of the date of filing but are subject due to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statements. In addition, the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statementsforeign exchange rates.

Basis of Presentation. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”), which was effective on January 1, 2021. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in statements of income for the “transaction accounting adjustments” column in fiscal year ended April 28, 2018 and three months ended July 28, 2018 has been prepared as if the Acquisition had occurred on April 29, 2017. The unaudited pro forma financial statements depict combined balance sheet as of July 28, 2018 has been prepared as if the accounting for the transaction required by GAAPAcquisition had occurred on July 28, 2018. Transaction accounting adjustments reflect the application of required accounting principles The Unaudited Pro Forma Combined Financial Information herein has been prepared to the transaction, applying illustrate the effects of the transaction Acquisition in accordance with U.S. GAAP and pursuant to AARArticle 11 of Regulation S-X. The unaudited pro forma combined balance sheet was prepared using the historical balance sheets of Methode and Grakon as of July 28, 2018 and June 30, 2018, respectively. Xxxxxx’s historical financial informationfiscal year operates on a 52-53 week reporting cycle (which, for the 2017 fiscal year ends on December 31) and Methode’s fiscal year ends on the Saturday closest to April 30 (which, for the 2017 fiscal year was April 28). Certain of the Product Support Business’s historical amounts have The Unaudited Pro Forma Combined Financial information has been reclassified to conform to AAR’s financial statement presentationprepared utilizing periods that differ by less than 93 days, as discussed further in Note 3permitted by SEC rules and regulations. The unaudited pro forma combined statements of income were prepared using: • the historical audited statement of income of Methode for the year ended April 28, 2018; • the historical unaudited statement of income of Methode for the three months ended July 28, 2018; • the historical unaudited income statement of Xxxxxx for the twelve months ended March 31, 2018, which has been derived by adding the historical unaudited financial data of Grakon for the three months ended March 31, 2018, to the financial data from the historical audited consolidated income statement for the fiscal year ended December 31, 2017, and subtracting the historical unaudited financial data of Grakon for the three months ended March 31, 2017; and • the historical unaudited financial data of Xxxxxx for the three months ended June 30, 2018. These statements should be read in conjunction with such historical financial statements. The historical financial information is adjusted in the Unaudited Pro Forma Combined Financial Information to give effect to pro forma adjustments that are: (1) our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for directly attributable to the six months ended November 30, 2023 filed with the SEC on December 21 2023Acquisition; (2) our audited consolidated financial statements and accompanying notes in our Annual Report on Form 10-K for the year ended May 31, 2023 as filed with the SEC on July 18, 2023factually supportable; and (3) with respect to the Product Support Businessunaudited pro forma statements of income are expected to have a continuing impact on the combined results. As discussed in Note 4, the historical financial information of Grakon have been adjusted to reflect certain reclassifications to conform to Methode’s historical audited combined financial statements as of and statement presentation. The Company has accounted for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 and accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, the transaction will be accounted for using Acquisition under the acquisition method of accounting in accordance with AAR the authoritative guidance on business combinations under the provisions of ASC 805. The allocation of the purchase price as reflected in the acquirer Unaudited Pro Forma Combined Financial Information was based on a preliminary valuation of the assets acquired and liabilities assumed, and the Product Support Business accounting is subject to revision as more detailed analyses are completed and additional information about the acquireefair value of assets acquired and liabilities assumed becomes available. Certain valuations and assessments, including valuations The final purchase price allocation may include changes to the amount of property and equipment, identifiable intangible assets, goodwill and deferred taxes, as well as other items. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing Unaudited Pro Forma Combined Financial Information. Differences between these preliminary estimates and the final purchase accounting may occur, and these differences could be material. Assets acquired and liabilities assumed liabilitiesin a business combination that arise from contingencies must be recognized at fair value if the fair value can be reasonably estimated. If the fair value of an asset or liability that arises from a contingency cannot be determined, the asset or liability would be recognized in accordance with ASC 450, “Disclosure of Certain Loss Contingencies” (“ASC 450”). If the fair value is not determinable and the ASC 450 criteria are not met, no asset or liability would be recognized. Management is not aware of any material contingencies related to Grakon. The Unaudited Pro Forma Combined Financial Information is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or financial position that might have been achieved for the periods presented, nor is it necessarily indicative of the future results of the combined company. The Unaudited Pro Forma Combined Financial Information does not reflect any cost savings from future operating synergies or integration activities, if any, or any revenue, tax, or other synergies, if any, that could result from the Acquisition. The following table presents the reconciliation of Xxxxxx historical unaudited financial data for the three month periods ended March 31, 2018 and March 31, 2017, and the associated historical audited consolidated income tax impacts are still statement of Grakon for the year ended December 31, 2017 included in process. The estimated fair values used this Form 8-K/A, to the twelve month period ended March 31, 2018, presented in the accompanying unaudited pro forma financial statements are preliminary of income. (in millions) 2017 2018 2017 2018 Net Sales $ 132.3 $ 38.4 $ 28.4 $ 142.4 Cost of Products Sold 78.2 22.5 16.7 84.1 Gross Profit 54.1 15.9 11.7 58.3 Selling and represent our current best estimate Administrative Expenses 24.2 6.3 5.9 24.6 Amortization of fair value as of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statements. In additionIntangibles 11.4 2.9 2.7 11.5 Income from Operations 18.5 6.7 3.0 22.2 Interest (Income) Expense, the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statements.Net 5.7 1.3 1.3 5.6 Other Income, Net — (0.1 ) 0.1 (0.1 ) Income before Income Taxes 12.8 5.5 1.6 16.7 Income Tax Expense 3.3 1.5 0.5 4.2 Net Income $ 9.5 $ 4.0 $ 1.1 $ 12.5

Basis of Presentation. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”), which was effective on January 1, 2021. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding unaudited pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting statement of operations for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with (1) our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for the six months year ended November 30December 31, 2023 filed with was derived from the SEC on December 21 2023; (2) our audited consolidated financial statements and accompanying notes included in our the Company’s Annual Report on Form 10-K ("the 2023 Form 10-K") for the year ended May December 31, 2023 as filed with 2023, and the SEC on July 18audited historical financial information of Carlstar for the year ended December 31, 2023; , and has been prepared as if the Transaction had occurred on January 1, 2023. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2024 was derived from the unaudited consolidated financial statements included in the Company’s Form 10-Q (3"the 2024 Form 10-Q") for the Product Support Business’s nine months ended September 30, 2024, and the unaudited historical financial information of Carlstar for the nine months ended September 30, 2024, and has been prepared as if the Transaction had occurred on January 1, 2023. The Carlstar audited combined historical consolidated financial statements as of and for the year ended March December 31, 2023 and was included in the Form 8-K/A (Amendment No. 1) filed with the SEC on May 16, 2024. These statements should be read in conjunction with such historical unaudited combined financial statements. The historical consolidated financial information has been adjusted to give pro forma effect to reflect the accounting for the Transaction in accordance with U.S. GAAP. The historical Carlstar financial statements as of and for the nine months year ended December 31, 2023 and accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, have been adjusted to this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, reflect certain reclassifications to conform to the transaction will be Company’s financial statement presentation in the unaudited pro forma condensed combined financial statements. The Company has accounted for using the Transaction under the acquisition method of accounting in accordance with AAR the authoritative guidance on business combinations under the provisions of ASC 805. The allocation of the purchase price as reflected in the acquirer unaudited pro forma condensed combined financial information was based on a preliminary valuation of the assets acquired and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilitiesliabilities assumed, and the associated income tax impacts are still in process. The estimated fair values used in the accompanying pro forma financial statements are preliminary and represent our current best estimate of fair value as of the date of filing but are accounting is subject to revision as valuations more detailed analyses are completed and assumptions are finalized. Changes in additional information about the fair values value of the assets acquired and liabilities assumed becomes available. The final purchase price allocation may include changes to the amount of intangible assets, goodwill, and deferred taxes, as well as other items. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between the these preliminary estimates and the final purchase accounting may occur, and these differences could have be material. Assets acquired and liabilities assumed in a business combination that arise from contingencies must be recognized at fair value if the fair value can be reasonably estimated. If the fair value of an asset or liability that arises from a contingency cannot be determined, the asset or liability would be recognized in accordance with ASC 450, “Disclosure of Certain Loss Contingencies” (“ASC 450”). If the fair value is not determinable and the ASC 450 criteria are not met, no asset or liability would be recognized. Management is not aware of any material impact on the accompanying contingencies related to Carlstar. The unaudited pro forma condensed combined financial statementsinformation is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or financial position that might have been achieved for the periods presented, nor is it necessarily indicative of the future results of the combined company. In additionThe unaudited pro forma condensed combined financial information does not reflect any cost savings from future operating synergies or integration activities, the notes herein contain certain assumptions if any, or any revenue, tax, or other synergies, if any, that could have a material impact on result from the accompanying pro forma financial statementsAcquisition.

Basis of Presentation. In May 2020The determination of the accounting for the talazoparib research program acquisition as a business acquisition was based on a review of all of the pertinent facts and circumstances and was based on a number of factors outlined in Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 805, “Business Combinations,” which provides guidance in identifying a transaction as an asset acquisition or a business acquisition. After consideration of the SEC adopted Release No. 33factors outlined in the prescribed ASC guidance as well as the state of the development of the late-10786 “Amendments stage molecule acquired from BioMarin pursuant to Financial Disclosures about Acquired the Agreement, it was determined that the talazoparib research program acquisition should be accounted for as a business acquisition and Disposed Businesses” (accounted for using the “Final Rule”)acquisition method” of accounting. The following unaudited pro forma condensed combined financial statements combine the historical financial information of the Company and the talazoparib research program. The unaudited pro forma condensed combined balance sheet at September 30, which was effective 2015 gives effect to the acquisition as if the acquisition had been consummated on that date. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2014 and the nine months ended September 30, 2015 are presented as if the acquisition had been completed on January 1, 20212014. The unaudited pro forma condensed combined financial statements and related notes were prepared using the acquisition method of accounting are presented also in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information tablespresented below is based on, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements and should be read used in conjunction with (1i) our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for the six months ended November 30, 2023 filed with the SEC on December 21 2023; (2) our Company’s historical audited consolidated financial statements statements, and accompanying related notes thereto, for the year ended December 31, 2014, included in our the Company’s Annual Report on Form 10-K for the year ended May December 31, 2023 as filed with the SEC on July 182014, 2023; and (3ii) the Product Support BusinessCompany’s historical audited combined unaudited condensed consolidated financial statements as of statements, and for the year ended March 31related notes thereto, 2023 and historical unaudited combined financial statements as of and for the nine months ended September 30, 2015, included in the Company’s Quarterly Report for the nine months ended September 30, 2015, (iii) the historical audited financial statements, and related notes thereto, of the talazoparib research program for the year ended December 31, 2023 2014 included as Exhibit 99.1 to this Form 8-K/A, and accompanying notes(iv) the historical unaudited financial statements, which are incorporated by reference and related notes thereto, of the talazoparib research program for the nine months ended September 30, 2015 included as Exhibit 99.2 and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805, Business CombinationsK/A. The Company is not aware of any material differences between the accounting policies of the Company and the talazoparib research program. Accordingly, the transaction will be accounted for using accompanying unaudited pro forma condensed combined financial statements do not assume any material differences in accounting policies between the acquisition method of accounting with AAR as the acquirer Company and the Product Support Business as talazoparib research program. The Company has not finalized its review of the acquireehistorical accounting policies of the talazoparib research program. Certain valuations Any differences between the Company’s accounting policies and assessmentsthe talazoparib research program’s historical accounting policies could be significant. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes. The Company’s historical consolidated financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the transaction, including valuations (2) factually supportable, and (3) with respect to the statements of property operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial statements do not reflect the realization of potential cost savings, or any related restructuring costs, integration costs, or transition costs that may result from the transaction. These unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations that would have been achieved had the transaction actually take place at the dates indicated and do not purport to be indicative of future financial position or operating results. The unaudited pro forma condensed combined financial information includes adjustments which are preliminary and may be revised, and any revisions could be material. Current assets: Cash and cash equivalents $ 488,944 $ — $ (410,000 ) (a) $ 78,944 Receivable from collaboration partner 277,612 — — 277,612 Deferred income tax assets 22,353 — — 22,353 Prepaid expenses and other current assets 15,946 814 (814 ) (b) 15,946 Restricted cash 930 — — 930 Total current assets 805,785 814 (410,814 ) 395,785 Property and equipment, identifiable intangible net 49,018 — — 49,018 Intangible assets 101,000 35,150 538,149 (c) 674,299 Deferred income tax assets, assumed non-current 35,628 — — 35,628 Goodwill 10,000 16,328 (7,685 ) (d) 18,643 Other non-current assets 6,957 1,070 (1,070 ) (b) 6,957 Total assets $ 1,020,594 $ 53,362 $ 118,580 $ 1,192,536 Current liabilities: Accounts payable, accrued expenses and the associated other current liabilities $ 132,258 $ 12,428 $ (12,428 ) (b) $ 132,258 Borrowings under Revolving Credit Facility 75,000 — — 75,000 Contingent consideration 10,000 — — 10,000 Current portion of build-to-suit lease obligation 235 — — 235 Total current liabilities 217,493 12,428 (12,428 ) 217,493 Contingent consideration 102,799 11,508 160,434 (e) 274,741 Deferred tax liability — 12,681 (12,681 ) (b) — Build-to-suit lease obligation, excluding current portion 16,905 — — 16,905 Other non-current liabilities 11,729 — — 11,729 Total liabilities 348,926 36,617 135,325 520,868 Stockholders’ Equity Preferred stock — — — — Common stock 1,636 — — 1,636 Additional paid-in capital 626,340 — 626,340 Investment in research program — 238,489 (238,489 ) (b) — Retained earnings (accumulated deficit) 43,692 (221,744 ) 221,744 (b) 43,692 Total stockholders’ equity 671,668 16,745 (16,745 ) 671,668 Total liabilities and stockholders’ equity $ 1,020,594 $ 53,362 $ 118,580 $ 1,192,536 Collaboration revenue $ 565,510 $ — $ — $ 565,510 Operating Expenses: Research and development expenses 137,841 59,652 — 197,493 Selling, general and administrative expenses 234,456 7,370 241,826 Change in fair value of contingent consideration — (204 ) 204 (f) — Total operating expenses 372,297 66,818 204 439,319 Income (loss) from operations 193,213 (66,818 ) (204 ) 126,191 Other income (expense), net Loss on extinguishment of Convertible Notes (21,087 ) — — (21,087 ) Interest expense (11,995 ) — — (11,995 ) Other, net 247 — — 247 Total other income (expense), net (32,835 ) — — (32,835 ) Income (loss) before income tax impacts are still (expense) benefit 160,378 (66,818 ) (204 ) 93,356 Income tax (expense) benefit (58,160 ) — 23,458 (g) (34,702 ) Net income (loss) $ 102,218 $ (66,818 ) $ 23,254 $ 58,654 Net income per common share: Basic $ 0.64 $ 0.37 Diluted $ 0.62 $ 0.36 Weighted-average common shares: Basic 159,198 159,198 Diluted 164,454 164,454 Collaboration revenue $ 710,487 $ — $ — $ 710,487 Operating Expenses: Research and development expenses 189,570 64,083 — 253,653 Selling, general and administrative expenses 239,071 6,964 — 246,035 Change in process. The estimated fair values used in the accompanying pro forma financial statements are preliminary and represent our current best estimate of fair value as of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statements. In additioncontingent consideration — 867 (867 ) (f) — Total operating expenses 428,641 71,914 (867 ) 499,688 Income (loss) from operations 281,846 (71,914 ) 867 210,799 Other income (expense), the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statements.net Interest expense (21,690 ) — — (21,690 ) Other, net 38 — — 38 Total other income (expense), net (21,652 ) — — (21,652 ) Income (loss) before income tax benefit 260,194 (71,914 ) 867 189,147 Income tax benefit 16,258 — 24,866 (g) 41,124 Net income (loss) $ 276,452 $ (71,914 ) $ 25,733 $ 230,271 Net income per common share: Basic $ 1.80 $ 1.50 Diluted $ 1.71 (h) $ 1.44 Weighted-average common shares: Basic 153,859 153,859 Diluted 170,001 170,001

Basis of Presentation. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”), which was effective on January 1, 2021. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding following unaudited pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles give effect to the transaction, applying Business Combination under the effects acquisition method of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further accounting in Note 3. The pro forma financial statements should be read in conjunction with (1) our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for the six months ended November 30, 2023 filed with the SEC on December 21 2023; (2) our audited consolidated financial statements and accompanying notes in our Annual Report on Form 10-K for the year ended May 31, 2023 as filed with the SEC on July 18, 2023; and (3) the Product Support Business’s historical audited combined financial statements as of and for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 and accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (“ASC”) Topic 805, Business CombinationsCombinations (“ASC 805”). The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Xxxxxxxx Capital will be treated as the “acquired” company for financial reporting purposes. For accounting purposes, Canoo will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be accounted treated as a recapitalization of Canoo (i.e., a capital transaction involving the issuance of stock by Xxxxxxxx Capital for using the stock of Canoo). Accordingly, the consolidated assets, liabilities and results of operations of Canoo will become the historical financial statements of New Canoo, and Xxxxxxxx Capital’s assets, liabilities and results of operations will be consolidated with Canoo beginning on the acquisition method of accounting with AAR as the acquirer and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in processdate. The estimated fair values used in the accompanying net assets of Xxxxxxxx Capital will be recognized at historical cost (which is expected to be consistent with carrying value), with no goodwill or other intangible assets recorded. The unaudited pro forma condensed combined balance sheet as of September 30, 2020 was derived from Canoo’s and Xxxxxxxx Capital’s unaudited historical condensed consolidated balance sheets as of September 30, 2020. The unaudited pro forma condensed combined balance sheet as of September 30, 2020 assumes that the Business Combination was completed on September 30, 2020. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2020 was derived from Canoo’s and Xxxxxxxx Capital’s unaudited condensed consolidated statements of operations for the nine months ended September 30, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 was derived from Canoo’s audited consolidated statement of operations for the year ended December 31, 2019 and Xxxxxxxx Capital’s audited statement of operations for the year ended December 31, 2019 and gives pro forma effect to the Business Combination as if it had occurred on January 1, 2019, the beginning of the fiscal year presented and carried forward to the subsequent interim period. The historical consolidated financial information has been adjusted in these unaudited pro forma condensed combined financial statements to give effect to pro forma events that are preliminary (1) directly attributable to the Business Combination, (2) factually supportable and represent our current best estimate (3) with respect to the statements of fair value as of the date of filing but are subject operations, expected to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material continuing impact on the accompanying post-combination company. Canoo and Xxxxxxxx Capital have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma financial statements. In addition, adjustments were required to eliminate activities between the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statementscompanies.

Basis of Presentation. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”), which was effective on January 1, 2021. The unaudited pro forma financial statements and related notes are presented in accordance with based on i) the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma audited financial statements depict the accounting of Charter and its subsidiaries for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transactionyear ended December 31, applying the effects of the transaction to AAR2013 contained in Charter’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with (1) our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for the six months ended November 30, 2023 filed with the SEC on December 21 2023; (2) our audited consolidated financial statements and accompanying notes in our Annual Report on Form 10-K for the year ended May 31filed on February 21, 2023 as filed with the SEC on July 182014, 2023; and (3ii) the Product Support Business’s historical audited combined unaudited condensed consolidated financial statements of Charter and its subsidiaries as of and for the six months ended June 30, 2014 contained in this Form 8-K, iii) the audited historical financial statements of the TWC Cable Systems to be Sold or Exchanged in the Divestiture Transactions with Charter Communications, Inc. (“TWC Cable Systems Acquired”) for the year ended March December 31, 2023 and historical 2013 contained in this Form 8-K, (iv) the unaudited combined financial statements of the TWC Cable Systems to be Sold or Exchanged in the Divestiture Transactions with Charter Communications, Inc. as of and for the nine six months ended June 30, 2014 contained in this Form 8-K, (v) the audited historical financial statements of the Comcast Cable Systems to be Contributed to Midwest Cable, Inc. for the year ended December 31, 2023 and accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, to 2013 contained in this Current Report on Form 8-K. In accordance with Accounting Standards Codification K, (“ASC”vi) 805the unaudited financial statements of the Comcast Cable Systems to be Contributed to Midwest Cable, Business CombinationsInc. as of and for the six months ended June 30, 2014 contained in this Form 8-K, and (vii) the unaudited financial statements of Bresnan for the six months ended June 30, 2013 contained in Charter’s Form 8-K filed on September 6, 2013. The unaudited pro forma condensed consolidated balance sheet is presented as if the Transactions had occurred as of June 30, 2014. The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2014 and the year ended December 31, 2013 are presented as if the Transactions had occurred on January 1, 2013, the transaction beginning of the earliest period presented. The accompanying unaudited pro forma financial information is intended to reflect the impacts of the Transactions on Charter’s consolidated financial statements and presents the pro forma consolidated financial position and results of operations of Charter based on the historical financial statements and accounting records of Charter, Bresnan, the TWC Cable Systems Acquired, GreatLand Connections and the related pro forma adjustments as described in these notes. The starting point for the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2013 is the Charter unaudited pro forma financial information after giving effect to the acquisition of Bresnan. See Note 2. The pro forma adjustments related to the Transactions are included only to the extent they are (i) directly attributable to the Transactions, (ii) factually supportable and (iii) with respect to the statements of operations, expected to have a continuing impact on the combined results. The Transactions will be accounted for using the acquisition method of accounting with AAR as the acquirer and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in processaccounting. The estimated fair values used in the accompanying unaudited pro forma financial statements information reflects the preliminary assessment of fair values and useful lives assigned to the assets acquired and liabilities assumed. The fair values assigned in the unaudited pro forma financial information are preliminary and represent our Charter’s current best estimate of fair value as of the date of filing but and are subject to revision as valuations revision. The detailed valuation studies necessary to arrive at the required estimates of the fair values for the assets acquired and assumptions liabilities assumed have not commenced. Significant assets and liabilities that are finalizedsubject to preparation of valuation studies to determine appropriate fair value adjustments include property, plant and equipment and identifiable intangible assets, including franchises and customer relationships. Changes in to the fair values of the these assets and liabilities between the preliminary estimates will also result in changes to goodwill and final purchase accounting could have a material impact on the accompanying deferred tax liabilities. The unaudited pro forma financial statements. In addition, the notes herein contain certain information is provided for illustrative purposes only and is based on available information and assumptions that could Charter believes are reasonable. It does not purport to represent what the actual consolidated results of operations or the consolidated financial position of Charter would have a material impact been had the Transactions occurred on the accompanying dates indicated, nor is it necessarily indicative of future consolidated results of operations or consolidated financial position. The actual financial position and results of operations will differ, perhaps significantly, from the pro forma amounts reflected herein due to a variety of factors, including access to additional information, changes in value not currently identified and changes in operating results following the date of the pro forma financial statementsinformation.