Basis of Presentation. The unaudited pro forma condensed combined financial information set forth herein is based upon the consolidated financial statements of The Glimpse Group, Inc. (“Glimpse” or the “Company”) and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”). The unaudited proforma condensed combined financial information is presented as if the transaction had been completed on June 30, 2022 in respect of the unaudited pro forma condensed combined balance sheet; and July 1, 2021 with respect to the unaudited pro forma condensed combined statements of operations for the year ended June 30, 2022. The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations had the transaction occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the transactions. Glimpse has accounted for the acquisition in this unaudited pro forma condensed combined financial information using the acquisition method of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’). In accordance with ASC 805, Glimpse uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. Pro forma adjustments reflected in the unaudited pro forma condensed combined balance sheet are based on items that are factually supportable and directly attributable to the transaction. Pro forma adjustments reflected in the pro forma condensed combined statement of operations are based on items that are factually supportable, directly attributable to the transaction and expected to have a continuing impact on the combined results. The unaudited proforma condensed combined financial information does not reflect the cost of any integration activities or benefits from the transaction, including potential synergies that may be generated in future periods.
Appears in 1 contract
Basis of Presentation. The unaudited pro forma condensed combined financial information set forth herein is based upon the consolidated financial statements of The Glimpse Group, Inc. (“Glimpse” or the “Company”) and Brightline Interactivethe financial statements of Sector 5 Digital, LLC, a Virginia Texas limited liability company (“BLIS5D”). The unaudited proforma condensed combined financial information is presented as if the transaction had been completed on June 30December 31, 2022 2021 in respect of the unaudited pro forma condensed combined balance sheet; and July 1, 2021 2020 with respect to the unaudited pro forma condensed combined statements of operations for each of the six months ended December 31, 2021 and for the year ended June 30, 20222021. The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations had the transaction occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the transactions. Glimpse has accounted for the acquisition in this unaudited pro forma condensed combined financial information using the acquisition method of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’). In accordance with ASC 805, Glimpse uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. Pro forma adjustments reflected in the unaudited pro forma condensed combined balance sheet are based on items that are factually supportable and directly attributable to the transaction. Pro forma adjustments reflected in the pro forma condensed combined statement of operations are based on items that are factually supportable, directly attributable to the transaction and expected to have a continuing impact on the combined results. The unaudited proforma condensed combined financial information does not reflect the cost of any integration activities or benefits from the transaction, including potential synergies that may be generated in future periods.
Appears in 1 contract
Samples: Membership Interest Sale Agreement (Glimpse Group, Inc.)
Basis of Presentation. The unaudited pro forma condensed combined financial statements and related notes are prepared in accordance with Article 11 of Regulation S-X and present the historical financial information set forth herein of Standard BioTools and SomaLogic and present the pro forma effects of the Merger and certain transaction accounting adjustments described herein. The historical financial information of Standard BioTools and SomaLogic have been prepared in accordance with U.S. GAAP. The business combination is accounted for using the acquisition method of accounting as per the provisions of ASC 805, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based upon on the historical consolidated financial statements of The Glimpse GroupStandard BioTools and the historical consolidated financial statements of SomaLogic. Under ASC 805, Inc. (“Glimpse” or all assets acquired, and liabilities assumed in a business combination are recognized and measured at their estimated acquisition date fair value, while transaction costs and restructuring costs associated with the “Company”) and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”)business combination are expensed as incurred. The unaudited proforma condensed combined financial information is presented as if the transaction had been completed on June 30, 2022 in respect excess of the unaudited estimated fair value of assets acquired and liabilities assumed over the purchase price is recorded as a bargain purchase gain. The pro forma condensed combined balance sheet; adjustments represent Management’s best estimates and July 1, 2021 with respect to are based upon currently available information and certain assumptions that management believes are reasonable under the unaudited pro forma condensed combined statements of operations for the year ended June 30, 2022circumstances. The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations had the transaction occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the transactions. Glimpse has accounted for the acquisition estimated fair values assigned in this unaudited pro forma condensed combined financial information using are preliminary and represent Management’s current best estimate of fair value and are subject to revision which may result in material adjustments through the acquisition method end of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’)the measurement period. The unaudited condensed combined pro forma financial statements are not necessarily indicative of what the combined company’s financial position or results of operations would have been had the Merger been completed on the dates indicated. In accordance with ASC 805addition, Glimpse uses its best estimates and assumptions the unaudited pro forma condensed combined financial information does not purport to assign fair value to project the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Goodwill as future financial position or operating results of the acquisition date is measured as combined Company. There were no material transactions between Standard BioTools and SomaLogic during the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. Pro forma adjustments reflected periods presented in the unaudited pro forma condensed combined balance sheet are based on items that are factually supportable and directly attributable to the transaction. Pro forma adjustments reflected in the pro forma condensed combined statement of operations are based on items that are factually supportable, directly attributable to the transaction and expected to have a continuing impact on the combined results. The unaudited proforma condensed combined financial information does not reflect the cost of any integration activities or benefits from the transaction, including potential synergies that may be generated in future periodsstatements.
Appears in 1 contract
Basis of Presentation. The unaudited pro forma condensed combined financial information set forth herein is based upon the consolidated financial statements of The Glimpse Group, Inc. (“Glimpse” or the “Company”) and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”). The unaudited proforma condensed combined financial information is presented as if the transaction had been completed on June 30, 2022 in respect of these notes present the unaudited pro forma condensed combined balance sheet; financial position and July 1, 2021 with respect results of operations of BioLife (after giving effect to the Merger with GCI, the Acquisition of SCI, and adjustments described in these notes, subject to the assumptions and limitations described herein), and are intended to illustrate the impact of the Merger on BioLife. The Merger will be and the Acquisition was accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"). Under ASC 805, generally all assets acquired and liabilities assumed are recorded at their acquisition date fair value. For pro forma purposes, the fair value of GCI's identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value as of March 31, 2021. Transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X. The unaudited pro forma condensed combined financial statements do not reflect any cost savings, operating synergies or the impact of operations for restructuring actions that the year ended June 30combined company may achieve as a result of the Merger or Acquisition, 2022or the costs necessary to achieve such cost savings, operating synergies or restructuring actions. The unaudited pro forma condensed combined financial information is presented for informational purposes only statements and is not necessarily indicative these notes have been prepared using the acquisition method of accounting under ASC 805, based on the historical financial statements, including the related notes, of BioLife, GCI, and SCI. The unaudited pro forma condensed combined financial position or results balance sheet as of March 31, 2021 reflects the Merger as if it had been completed on March 31, 2021 and combines the consolidated balance sheets of BioLife and GCI as of March 31, 2021. The unaudited pro forma statements of operations had reflect the transaction Merger and Acquisition as if they occurred as of the dates indicatedon January 1, nor is it meant to be indicative of any anticipated combined financial position or future results 2020. The unaudited pro forma statement of operations that the combined company will experience after the completion of the transactions. Glimpse has accounted for the acquisition year ended December 31, 2020 combines the statement of operations of BioLife for the year ended December 31, 2020, the statement of operations of GCI for the year ended December 31, 2020, and the unaudited statement of operations of SCI for the nine months ended September 30, 2020. The unaudited pro forma statement of operations for the three months ended March 31, 2021 combines the statement of operations of BioLife for the three months ended March 31, 2021 and the statement of operations of GCI for the three months ended March 31, 2021. The historical financial statements of BioLife, GCI, and SCI have been adjusted in this the accompanying unaudited pro forma condensed combined financial information using to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the acquisition method of accountingMerger and the Acquisition, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’)U.S. GAAP. In accordance with ASC 805, Glimpse uses its best estimates The unaudited pro forma adjustments are based upon available information and certain assumptions to assign that our management believe are reasonable. The unaudited pro forma condensed combined financial statements and these notes include unaudited pro forma adjustments based on preliminary valuations of assets and liabilities of GCI. These adjustments are preliminary and will be revised as additional information becomes available and additional valuation work is performed. The final purchase price allocations will be based on the fair value to of the tangible assets acquired and intangible the liabilities assumed as of the closing of the Merger. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed in determining the final purchase price allocations, BioLife will apply U.S. GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at the acquisition measurement date. Goodwill as The fair value measurements will utilize estimates based on key assumptions in connection with the Merger, including historical and current market data. The final purchase price allocation will be determined after the completion of the acquisition date is measured as Merger, and the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. Pro forma adjustments reflected final allocations may differ materially from those presented in the unaudited pro forma condensed combined balance sheet are based on items that are factually supportable financial statements and directly attributable to the transactionthese notes. Pro forma adjustments reflected Included in the pro forma condensed combined historical statement of operations of Global Cooling for the year ended December 31, 2020 are based the following nonrecurring items for which no adjustment has been made: · Litigation settlement expense was recognized related to a mediation agreement between Global Cooling and a former supplier in the amount of $4.0 million. · Gain on items that are factually supportable, directly attributable debt extinguishments were recognized related to the transaction Paycheck Protection Program and expected to have a continuing impact on JobsOhio Workforce Retention Loan programs in the combined results. The unaudited proforma condensed combined financial information does not reflect the cost amount of any integration activities or benefits from the transaction, including potential synergies that may be generated in future periodsapproximately $2.1 million.
Appears in 1 contract
Basis of Presentation. The unaudited pro forma condensed combined financial statements and related notes are prepared in accordance with Article 11 of Regulation S-X and present the historical financial information set forth herein is based upon of Recursion and Exscientia and present the consolidated financial statements pro forma effects of The Glimpse Group, Inc. (“Glimpse” or the “Company”) Transaction and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”)certain transaction accounting adjustments described herein. The unaudited proforma historical financial information of Recursion has been prepared in accordance with U.S. GAAP and presented in thousands of USD. Exscientia’s historical financial information has been prepared in accordance with IFRS, as issued by the IASB, presented in thousands of GBP and translated to thousands of USD for condensed combined pro forma financial information is presented as if purposes. As such, certain IFRS to U.S. GAAP adjustments are included in the transaction had been completed on June 30, 2022 in respect of the unaudited pro forma condensed combined balance sheet; and July 1, 2021 with respect to the unaudited pro forma condensed combined statements of operations for the year ended June 30, 2022. The unaudited pro forma condensed combined financial information is presented as discussed in Note 4 below. The business combination of Exscientia has been accounted for informational purposes only using the acquisition method of accounting as per the provisions of ASC 805, using the fair value concepts defined in ASC Topic 820 – Fair Value Measurement (“ASC 820”) and is based on the historical consolidated financial statements of Recursion and the historical consolidated financial statements of Exscientia. Under ASC 805, all assets acquired and liabilities assumed in a business combination are generally recognized and measured at their assumed acquisition date fair value, while transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of preliminary purchase price over the fair value of assets acquired and liabilities assumed, has been recorded in goodwill. The pro forma adjustments represent management’s best estimates and are based upon available information as of November 20, 2024 and certain assumptions that the management of Recursion believes are reasonable under the circumstances. The unaudited condensed combined pro forma financial statements are not necessarily indicative of what the combined company’s financial position or results of operations would have been had the transaction occurred as of Transaction been completed on the dates indicated. In addition, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the transactions. Glimpse has accounted for the acquisition in this unaudited pro forma condensed combined financial information using does not purport to project the acquisition method of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’). In accordance with ASC 805, Glimpse uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Goodwill as future financial position or operating results of the acquisition date is measured as combined company. There were no material transactions between Recursion and Exscientia during the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. Pro forma adjustments reflected periods presented in the unaudited pro forma condensed combined balance sheet are based on items that are factually supportable and directly attributable to financial statements. For purposes of preparing the transaction. Pro forma adjustments reflected in the unaudited pro forma condensed combined statement financial information, the historical financial information of Exscientia and related pro forma adjustments were translated from GBP to USD using the following historical exchange rates as posted by the Federal Reserve: Balance sheet and related adjustments as of September 30, 2024: period end exchange rate as of September 30, 2024 1.340 Statement of operations are and related adjustments for the year ended December 31, 2023: average exchange rate for that period 1.244 Statement of operations and related adjustments for the nine months ended September 30, 2024: average exchange rate for that period 1.277 Certain reclassifications were made to align Exscientia’s financial statement presentation with that of Recursion’s based on items that are factually supportable, directly attributable to the transaction and expected to have a continuing impact on the combined results. The interim unaudited proforma condensed combined consolidated financial information does not reflect the cost of any integration activities or benefits from the transactionavailable September 30, 2024, including potential synergies that may be generated the impact of currency conversion. Cash and cash equivalents 117,789 157,825 — 157,825 Cash and cash equivalents Short term bank deposits 126,287 169,212 — 169,212 Short term bank deposits Trade receivables 11,314 15,160 — 15,160 Trade receivables Finance lease receivable 79 106 106 Finance lease receivable Other receivables 9,530 12,769 — 12,769 Other receivables Current tax assets 34,159 45,770 — 45,770 Current tax assets Property, plant and equipment, net 40,993 54,927 — 54,927 Property and equipment, net Right-of-use assets, net 15,049 20,164 — 20,164 Financing lease right-of-use assets Other intangible assets, net 46,680 62,547 — 62,547 Intangible assets, net Goodwill 5,951 7,974 — 7,974 Goodwill Finance lease receivable 1,714 2,296 — 2,296 Finance lease receivable Other receivables 639 856 — 856 Other receivables Deferred tax asset, net 907 1,215 — 1,215 Deferred tax asset, net Investment in future periods.joint venture 321 430 — 430 Other assets, non-current Trade payables 7,475 10,016 — 10,016 Accounts payable Contract liabilities and other advances 20,132 26,975 (2,129) 24,846 Unearned revenue — — 2,129 2,129 Accrued expenses and other liabilities Lease liabilities 3,171 4,249 — 4,249 Notes payable and financing lease liabilities Other payables 35,163 47,115 — 47,115 Accrued expenses and other liabilities Contract liabilities and other advances 68,742 92,107 — 92,107 Unearned revenue, non-current Loans 294 394 — 394 Notes payable and financing lease liabilities, non-current Lease liabilities 15,104 20,238 — 20,238 Notes payable and financing lease liabilities, non-current Deferred tax liability, net 4,540 6,083 — 6,083 Deferred tax liabilities Provisions 1,372 1,838 — 1,838 Other liabilities, non-current Share capital 65 87 — 87 Common stock Share premium 372,272 498,807 — 498,807 Additional paid-in-capital Capital redemption reserve 3 4 — 4 Additional paid-in-capital Foreign exchange reserve (1,728) (2,315) — (2,315) Accumulated other comprehensive income (loss) Share-based payment reserve 33,291 44,607 — 44,607 Additional paid-in-capital Fair value reserve — — — — Accumulated other comprehensive income (loss) Merger Reserve 54,213 72,640 — 72,640 Additional paid-in-capital Accumulated losses (202,697) (271,594) — (271,594) Accumulated deficit Revenue 14,639 18,694 — 18,694 Operating revenue Cost of sales 22,696 28,983 — 28,983 Cost of revenue Research and development expenses 75,906 96,933 — 96,933 Research and development General and administrative expenses 45,529 58,141 — 58,141 General and administrative Foreign exchange loss 1,294 1,652 — 1,652 Foreign exchange loss Finance income (11,067) (14,133) — (14,133) Other income, net Finance expense 839 1,071 — 1,071 Other income, net Other income (9,793) (12,506) — (12,506) Other income, net Share of loss of joint venture 1,412 1,803 — 1,803 Other income, net Income tax benefit (2,799) (3,574) — (3,574) Income tax benefit Foreign currency (loss)/gain on translation of foreign operations (2,219) (2,834) — (2,834) Foreign currency (loss)/gain on translation of foreign operations Revenue 20,079 24,978 — 24,978 Operating revenue Cost of sales 27,403 34,089 — 34,089 Cost of revenue Research and development expenses 128,444 159,784 — 159,784 Research and development General and administrative expenses 45,331 56,392 — 56,392 General and administrative Foreign exchange losses 1,541 1,917 — 1,917 Foreign exchange losses Finance income (16,628) (20,685) — (20,685) Other income, net Finance expense 1,067 1,327 — 1,327 Other income, net Other income (6,636) (8,255) — (8,255) Other income, net Share of loss of joint venture 1,645 2,046 — 2,046 Other income, net Income tax benefit (16,125) (20,059) — (20,059) Income tax benefit Foreign currency (loss)/gain on translation of foreign operations (1,332) (1,657) — (1,657) Foreign currency (loss)/gain on translation of foreign operations
Appears in 1 contract
Samples: Transaction Agreement (Recursion Pharmaceuticals, Inc.)
Basis of Presentation. The unaudited pro forma condensed combined financial information set forth herein is based upon statements are provided for illustrative purposes only and are not intended to represent the consolidated results of operations or financial statements position of The Glimpse Group, Inc. (“Glimpse” or the “Company”) and Brightline Interactive, LLC, a Virginia limited liability combined company (“BLI”). The unaudited proforma condensed combined financial information is presented as if that would have been recorded had the transaction had merger been completed on June 30, 2022 in respect as of the unaudited pro forma condensed combined balance sheet; dates presented and July 1, 2021 with respect to the unaudited pro forma condensed combined statements should not be taken as representative of future results of operations for or financial position of the year ended June 30, 2022combined company. The unaudited pro forma condensed combined financial information is presented for informational purposes only and is statements do not necessarily indicative of reflect the combined financial position or results of operations had the transaction occurred as of the dates indicated, nor is it meant to be indicative impacts of any anticipated combined financial position potential operational efficiencies, cost savings or future results economies of operations scale that the combined company will experience after may achieve with respect to the completion combined operations of the transactionsCompany and Sidewinder. Glimpse has accounted for Additionally, the acquisition pro forma statements of operations do not include non-recurring expenses or gains and the related tax effects that result directly from the Merger. The Merger represents a change of control as defined under the Company’s 2012 Omnibus Long-Term Incentive Plan, which will result in this the vesting or forfeiture of all of the Company’s outstanding stock-based compensation awards. This will result in a non-cash charge estimated at $2.6 million that is not reflected in these unaudited pro forma condensed combined financial information using the acquisition method of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’)statements. In accordance with ASC 805, Glimpse uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Goodwill as of the acquisition date The Merger is measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. Pro forma adjustments reflected in the unaudited pro forma condensed combined balance sheet are financial statements using the acquisition method of accounting. As such, the total estimated purchase price as described in Note 3, was measured at the closing date of the Merger using the market price of the Company’s common stock on that date. The assets and liabilities of Sidewinder have been adjusted to fair value based on items various preliminary estimates using assumptions that the Company’s management believes are factually supportable reasonable and directly attributable using information that is currently available. Additional information may become available that could materially affect these estimates. Further, many of these fair value measurements can be highly subjective, and it is possible that other professionals, applying reasonable judgment to the transactionsame facts and circumstances, could develop and support a range of alternative estimated amounts. Pro forma adjustments reflected To the extent these preliminary estimates are refined and revised based on updated information, materially different values may result. An excess of the purchase price over the estimated fair values of identified assets and liabilities will be allocated to goodwill, while a shortfall will be recognized as a bargain purchase gain. Further review of Sidewinder’s accounting policies and financial statement presentation may result in revisions to Sidewinder’s historical presentation and classification to conform to the Company’s presentation and classification. The unaudited pro forma condensed combined statement financial statements should be read in conjunction with the historical financial statements of operations are based the Company and accompanying notes filed in the Company’s Annual Report on items that are factually supportableForm 10-K for the year ended December 31, directly attributable 2017, and the Company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2018, as well as Sidewinder’s historical financial statements and accompanying notes included in Exhibit 99.3 of the Company’s Form 8-K filed in July 31, 2018 and Exhibit 99.3 to the transaction and expected to have a continuing impact on the combined results. The unaudited proforma condensed combined financial information does not reflect the cost of any integration activities or benefits from the transaction, including potential synergies that may be generated in future periods.this Form 8-K.
Appears in 1 contract
Samples: Merger Agreement (Independence Contract Drilling, Inc.)
Basis of Presentation. The unaudited pro forma condensed combined financial information set forth herein is based upon statements were prepared in accordance with generally accepted accounting principles in the consolidated financial statements of The Glimpse Group, Inc. United States (“Glimpse” or the “CompanyU.S. GAAP”) and Brightline Interactive, LLC, a Virginia limited liability company the regulations of the U.S. Securities and Exchange Commission (the “BLISEC”). The unaudited proforma condensed combined ) and are intended to show how the Acquisition might have affected the historical financial information is presented as statements if the transaction Acquisition had been completed on June 30January 1, 2022 in respect for the purpose of the unaudited pro forma condensed combined balance sheet; and July 1, 2021 with respect to the unaudited pro forma condensed combined statements statement of operations for the year six months ended June 30, 2022. The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations had the transaction occurred as of the dates indicated, nor is it meant to Acquisition will be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the transactions. Glimpse has accounted for as a business combination, with the acquisition in this unaudited pro forma condensed combined Company treated as the “acquirer” and VCN treated as the “acquired” company for financial information using reporting purposes. Under the acquisition method of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’)the total estimated purchase price of an acquisition allocated to the net tangible and intangible assets is based on their estimated fair values. In accordance with ASC 805, Glimpse uses its best estimates Such valuations are based on available information and certain assumptions to assign fair value that management believes are reasonable. The preliminary allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed at is based on various preliminary estimates. Accordingly, the acquisition date. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. Pro pro forma adjustments reflected in are preliminary and have been made solely for the purpose of providing this unaudited pro forma combined financial information. Differences between these preliminary estimates and the final acquisition accounting may occur and these differences could be material. The differences, if any, could have a material impact on the accompanying unaudited pro forma condensed combined balance sheet are based on items that are factually supportable financial information and directly attributable to the transactionCompany’s future results of operations and financial position. Pro forma adjustments reflected in the The unaudited pro forma condensed combined financial information includes certain reclassifications to conform the historical financial statement presentation of operations are based on items that are factually supportable, directly attributable VCN to the transaction Company. See “Note 3 – Reclassifications and expected to have a continuing impact Conforming Basis Adjustments” herein for additional information on the combined resultsreclassifications. The Certain disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in these unaudited proforma pro forma condensed combined financial information does not reflect the cost of any integration activities or benefits from the transaction, including potential synergies that may be generated in future periodsstatements as permitted by SEC rules and regulations.
Appears in 1 contract
Samples: Share Purchase Agreement (Synthetic Biologics, Inc.)
