Basis of Pro Forma Presentation. The Statements have been derived from the audited historical consolidated financial statements of Xxxxx and Tudou. Certain financial statement line items included in Xxxxx's historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Youku's historical presentation. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments to the historical financial statements of Tudou to conform its accounting policies to those of Youku are not expected to be material. Prior to and following the completion of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material impact on Youku's actual future financial condition and results of operations as compared to the Pro Forma Balance Sheet and Pro Forma Statement of Operations included in this joint proxy statement/prospectus. The Merger is reflected in the Statements as an acquisition of Tudou by Youku using the acquisition method of accounting in accordance with business combination accounting guidance under U.S. GAAP. Under these accounting standards, the total estimated purchase price will be calculated as described in Note 3 to the Statements, and the assets acquired and the liabilities assumed will be measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Youku has applied the accounting guidance under 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 as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the Merger, including historical and current market data. The unaudited pro forma adjustments included in this joint proxy statement/prospectus are preliminary and will be revised at the effective time of the Merger as additional information becomes a...
Basis of Pro Forma Presentation. The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting and is based on the historical consolidated financial statements of the Company and Morinda. The acquisition method of accounting is set forth in Accounting Standards Codification (“ASC”) 805, Business Combinations, and uses the fair value concepts defined in ASC 820, Fair Value Measurement. Under the acquisition method of accounting, the assets acquired and liabilities assumed are generally recorded as of the completion of the Merger at their respective fair values and added to those of the Company. Financial statements and reported results of operations of the Company issued after completion of the Merger will reflect these fair value adjustments, but the Company’s previously issued historical financial statements will not be retroactively restated. The unaudited pro forma condensed combined financial information does not reflect any potential cost savings or synergies that may be realized as a result of the Merger. Although the Company expects that some cost savings and synergies will result from the Merger, there can be no assurance that these cost savings will be achieved. The unaudited pro forma condensed combined financial information has been prepared based on the historical consolidated financial statements of the Company and Morinda, and by accounting for the Merger using the acquisition method. Pro forma effect has also been given for the Company’s equity offerings completed in the fourth quarter of 2018, since the proceeds were required to consummate the business combination. The unaudited pro forma condensed combined balance sheet as of September 30, 2018 combines the historical unaudited condensed balance sheets of the Company and Morinda as of September 30, 2018, giving effect to the Merger as if it had been consummated on September 30, 2018. The unaudited pro forma condensed combined statements of operations give effect to the Merger as if it had been consummated on January 1, 2017, and combine the historical consolidated statements of operations of the Company and Morinda for each of (i) the nine-month period ended September 30, 2018, and (ii) the year ended December 31, 2017. NEW AGE BEVERAGES CORPORATION
Basis of Pro Forma Presentation. The accompanying unaudited pro forma condensed combined financial statements are based on the historical condensed consolidated financial statements of the Company and OWP Ventures, as adjusted to give effect to the Merger. The unaudited pro forma condensed consolidated balance sheets as of December 31, 2018 gives effect to the Merger of OWP Ventures as if it occurred on December 31, 2018. The unaudited pro forma condensed consolidated statements of operations and comprehensive income for the year ended December 31, 2018 gives effect to the Merger of OWP Ventures as if it had occurred on January 1, 2018. The unaudited pro forma combined financial information is based on the assumption that the Merger is accounted for using the acquisition accounting method in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, and includes all adjustments that are directly attributable to the transactions, and are factually supportable regardless of whether they have continuing impact or are nonrecurring. The unaudited pro forma combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the Merger. The unaudited pro forma condensed combined financial information also does not include any future integration costs. The unaudited pro forma condensed combined financial information has been prepared by management for illustrative purposes only in accordance with Article 11 of SEC Regulation S-X and is not necessarily indicative of the combined financial position or results of operations in future periods or the results that actually would have been realized had the Company and OWP Ventures been reporting operations on a consolidated basis during the specified periods presented.
Basis of Pro Forma Presentation. The unaudited pro forma consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission for the purposes of inclusion in Cvent's Form 8-K prepared and filed in conjuction with the Disposition. Certain information and certain disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures provided herein are adequate to make the information presented not misleading. The following unaudited pro forma consolidated financial statements have been prepared to give effect to the completed Disposition: • The unaudited pro forma consolidated balance sheet at September 30, 2015 gives effect to the Disposition as if it had occurred on September 30, 2015. The unaudited pro forma consolidated balance sheet is derived from the unaudited financial statements of Cvent at September 30, 2015. • The unaudited pro forma consolidated statements of operations for the year ended December 31, 2014 and for the nine months ended September 30, 2015 gives effect to the acquisition as if it had occurred on January 1, 2014. The unaudited pro forma consolidated statements of operations are derived from the Company's audited financial statements for the year ended December 31, 2014 and the unaudited financial statements for the nine months ended September 30, 2015. The unaudited pro forma consolidated financial statements should be read in conjuction with the historical consolidated financial statements and related notes of Cvent and the section entitled Management's Discussion and Analysis of Financial Condition and Results of Operations contained in (i) Cvent's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed on March 16, 2015 and (ii) Cvent's Quarterly Report on Form 10-Q for the quarter and nine months ended September 30, 2015, filed on November 4, 2015. The unaudited pro forma consolidated financial statements are not intended to represent or be indicative of the consolidated results of operations or financial condition of Cvent that would have been reported had the Disposition been completed as of the dates presented, and should not be construed as representative of the future consolidated results of operations or financial condition of the Company.
Basis of Pro Forma Presentation. On December 22, 2015, PositiveID Corporation (“PositiveID” or the “Company”) entered into a Stock Purchase Agreement (“Purchase Agreement”) for the purchase of all of the outstanding common stock of E-N-G Mobile Systems, Inc. ( “ENG”) from its sole shareholder (the “Seller”) (the “Acquisition”). The Acquisition was completed on December 24, 2015. Pursuant to the Purchase Agreement, as consideration at the time of closing of the Acquisition, PositiveID paid the Seller Seven Hundred Fifty Thousand Dollars ($750,000) in cash and issued a convertible secured promissory note to the Seller in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the “ENG Note”). Additional earn-out payments may be earned by the Seller as described in the Purchase Agreement. Earn-out payments are estimated to be approximately $111,000, to be paid in the four months following the closing of the acquisition. The Company has also entered into a two year consulting agreement with the Seller. The Company has previously reported, in a current Form 8-K/A dated February 19, 2016, the unaudited pro forma information related to the combination of the Company and its acquisition of Thermomedics, Inc. (“Thermo”). The combined pro forma financial statements of the Company, including Thermo have been used as the basis for making pro forma adjustments to reflect the acquisition of ENG disclosed herein. Under the acquisition method of accounting the total estimated purchase price as described in Note 1 to this unaudited pro forma condensed combined financial information was allocated to the net tangible and intangible assets of ENG acquired and liabilities assumed in connection with the Acquisition based on their estimated fair values. The estimated fair values of certain assets and liabilities have been estimated by management and are subject to change upon the finalization of the fair value assessments. The historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma events that are directly attributable to the acquisition, factually supportable, and, with respect to the statements of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information does not purport to be indicative of the financial position or results of operations of PositiveID that would have been reported had the Acquisition been completed as of t...
Basis of Pro Forma Presentation. The Pro Forma Combined Financial Information has been prepared assuming the Transaction is accounted for using the acquisition method of accounting with the Company as the acquiring entity and Akida, KES, JJS, and XXX as the acquirees. Under the acquisition method of accounting, the Company’s assets and liabilities will retain their carrying amounts while the assets acquired, and liabilities assumed of the acquirees will be recorded at their fair values measured as of the acquisition date. The excess of the purchase price over the estimated fair values of net assets acquired will be recorded as goodwill. The transaction accounting adjustments have been prepared as if the Transaction had taken place on June 30, 2021 in the case of the Condensed Combined Balance Sheet, and on January 1, 2020 in the case of the Combined Condensed Statements of Operations for the year ended December 31, 2020 and the six months ended June 30, 2021. The transaction accounting adjustments represent management’s estimates based on information available as of the date of this filing and are subject to change as additional information becomes available and additional analyses are performed. The Pro Forma Condensed Combined Financial Information does not reflect possible adjustments related to restructuring or integration activities that have yet to be determined. The accounting policies used in the preparation of the Pro Forma Condensed Combined Financial Information are those set out in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2020.
Basis of Pro Forma Presentation. Pursuant to TSIA’s amended and restated certificate of incorporation, TSIA’s Public Stockholders may demand that TSIA redeem their shares of Class A common stock for cash if the Business Combination is consummated, irrespective of whether they vote for or against the Business Combination. If a Public Stockholder properly demands redemption of their shares, XXXX will redeem each share for cash equal to the Public Stockholder’s pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the Business Combination. The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of cash redemptions of TSIA’s common stock: • Assuming No Redemptions: This presentation assumes that no TSIA public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in the Trust Account.
Basis of Pro Forma Presentation. The historical financial information has been adjusted to give pro forma effect to events that are (i) directly attributable to the transaction, (ii) factually supportable, and (iii) with respect to the unaudited pro forma condensed combined statements of income, expected to have a continuing impact on the combined results. At this time, the Company has not completed detailed valuation analyses to determine the fair values of Springstone assets and liabilities. Accordingly, the pro forma adjustments are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the transaction and certain other adjustments. The final determination of the purchase price allocation will be based on the fair values of assets acquired and liabilities assumed as of April 17, 2014, the acquisition date. Accordingly, once the necessary valuation analyses have been performed and the final purchase price allocation has been completed, actual results may differ materially from the information presented in the unaudited pro forma condensed combined financial statements.
Basis of Pro Forma Presentation. On May 1, 2014, WidePoint Global Solutions, Inc. (“WGS”), a wholly-owned subsidiary of WidePoint Corporation (“WidePoint” or the “Company”), entered into a Share Sale and Purchase Agreement (the “Agreement”), with Gutteridge Limited (“Gutteridge”), a wholly-owned subsidiary of Soft-Ex Holdings Limited, and the shareholders of Soft-Ex Holdings Limited, pursuant to which WGS purchased all of the outstanding equity of Soft-ex Communications Limited (“SCL”). As a result of this transaction, SCL became a wholly-owned subsidiary of WidePoint. WidePoint acquired all of the outstanding equity of SCL for $6.0 million. The purchase price for the outstanding equity of SCL consisted of (i) the payment at closing of cash in the amount of $5 million, subject to a post-closing net working capital adjustment, and (ii) the delivery of a subordinated unsecured loan note in the principal amount of $1.0 million (the “Note”). The accompanying Unaudited Pro Forma Condensed Consolidated Financial Information were prepared in accordance with the purchase method of accounting. As of the date of this Form 8-K/A, WidePoint has not completed the detailed valuations necessary to estimate the fair value of the assets acquired and the liabilities assumed and the related allocations of purchase consideration, nor has WidePoint identified all adjustments necessary to conform SCL’s accounting policies to WidePoint’s accounting policies. Additionally, a final determination of the fair value of assets acquired and liabilities assumed from Soft-ex Holdings Limited (“SHL”) that comprise SCL will be based on the actual net tangible and intangible assets and liabilities of SCL that existed as of the Closing Date. The excess of purchase price over the net tangible and intangible assets will be recorded as goodwill. The pro forma adjustments presented herein are preliminary, and do not reflect estimated amortization resulting from intangible assets, and may not reflect any final purchase price adjustments made. Pro forma purchase price adjustments made were solely for the purpose of providing the Unaudited Pro Forma Condensed Combined Financial Statements required pursuant to Item 9.01 of Form 8-K. As the final valuations are being performed, increases or decreases in the fair value of relevant balance sheet amounts will result in adjustments, which may result in material differences from the information presented herein.
Basis of Pro Forma Presentation. The Acquisition was accounted for under the acquisition method of accounting. The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. The tangible and identifiable intangible assets acquired and liabilities assumed in a business combination are recorded based on their estimated fair values as of the business combination date, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The Company bases the estimated fair value of identifiable intangible assets acquired in a business combination on independent third-party valuations that use information and assumptions provided by its management, which consider estimates of inputs and assumptions that a market participant would use. Any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed is recorded to goodwill. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, estimated cost savings, cash flows, discount rates, estimated useful lives and probabilities surrounding the achievement of contingent milestones could result in different purchase price allocations and amortization expense in current and future periods. Transaction costs associated with acquisitions are expensed as incurred in general and administrative expenses. Results of operations and cash flows of acquired companies are included in the Company’s operating results from the date of acquisition. The pro forma adjustments and allocations of the preliminary business combination fair value have been presented in Note 4. Business Combination Fair Value and Allocation and are based in part on estimates of the fair value of assets acquired and liabilities assumed. Any change to the preliminary business combination fair value and allocation could materially affect the allocation of the purchase price to the assets and liabilities presented in the unaudited pro forma consolidated financial information. The unaudited pro forma consolidated financial information included herein has been prepared by the Company pursuant to the rules and regulations of the SEC for the purposes of inclusion in Greenbox’s amended Current Report on Form 8-K/A prepared in connection with the acquisition of Charge Savvy. Certain information and disclosures normally included in fi...
