Common use of Basis of Pro Forma Presentation Clause in Contracts

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 accompanying unaudited pro forma condensed combined financial statements are based on information has been prepared using the acquisition method of accounting under U.S. GAAP, in accordance with Accounting Standards Codifications 805, “Business Combination” (“ASC 805”), and is derived from the audited historical condensed consolidated financial statements of the Company NRG and OWP Ventures, as adjusted to give effect to the MergerVivint. The unaudited pro forma condensed consolidated combined balance sheets sheet as of December 31, 2018 gives 2022 combines the historical consolidated balance sheet of NRG and the historical consolidated balance sheet of Vivint, after giving effect to the Merger of OWP Ventures Transaction Accounting Adjustments, as if it they had occurred on December 31, 20182022. The unaudited pro forma condensed consolidated statements combined statement of operations and comprehensive income for the year ended December 31, 2018 gives 2022 combines the historical consolidated statement of operations of NRG and the historical consolidated statement of operations of Vivint, after giving effect to the Merger of OWP Ventures Transaction Accounting Adjustments, as if it they had occurred on January 1, 20182022. The unaudited pro forma combined financial information has been prepared by NRG for illustrative and informational purposes only, in accordance with Article 11. The pro forma financial information is based on the assumption that the Merger is accounted for using the acquisition accounting method in accordance with the Financial Transaction Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, Adjustments 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 assumptions and is not necessarily indicative of the combined financial position or results what NRG’s consolidated statements of operations in future periods or the results that consolidated balance sheet actually would have been realized had the Company Transaction Accounting Adjustments been completed as of the dates indicated, or what they will be for any future periods. The pro forma financial information does not purport to project the future financial position or operating results of NRG following the completion of the Acquisition. The pro forma financial information does not reflect any revenue enhancements, cost savings, operating synergies or restructuring costs that may be achievable or incurred in connection with the Acquisition. The acquisition method of accounting requires an acquirer to recognize and OWP Ventures measure in its financial statements the identifiable assets acquired and the liabilities assumed at fair value at the acquisition date. The determination of fair value used in the Transaction Accounting Adjustments is preliminary and based on management’s best estimates considering currently available information and certain assumptions that management believes are reasonable under the circumstances. The purchase price allocation presented is dependent upon certain valuations and other analyses that have not yet been reporting operations finalized. The actual amounts eventually recorded for purchase accounting, including the identifiable intangibles and goodwill may differ materially from the information presented and could be materially impacted by changing fair value measurements caused by the volatility in the current market environment. Under ASC 805, acquisition-related transactions costs are not included as a component of the consideration transferred and are expensed in the period in which the costs are incurred. Total costs related to the Acquisition are estimated to be approximately $55 million. Acquisitions costs include due diligence, valuation, legal and filing fees, professional and other consulting fees. During the preparation of the unaudited pro forma combined financial statements, management performed a preliminary analysis of the Vivint financial information to identify differences in accounting policies as compared to those of NRG. At this time NRG is not aware of any material differences in the accounting policies followed by NRG and those used by Vivint in preparing its consolidated financial statements that would have a material impact on a consolidated basis during the specified periods presentedpro forma financial information.

Basis of Pro Forma Presentation. The accompanying unaudited pro forma condensed combined Array historical financial information has been derived from the Company’s historical financial statements which are based on incorporated by reference in this Form 8-K. The STI historical financial information has been derived from the STI’s historical condensed consolidated financial statements which are filed in this Form 8-K. Certain of the Company and OWP VenturesSTI’s historical amounts have been reclassified to conform to Xxxxx’s financial statement presentation, 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 discussed further 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 MergerNote 3. The unaudited pro forma condensed combined financial information also does should be read in conjunction with each company’s historical financial statements and the notes thereto. The unaudited pro forma condensed combined balance sheet gives effect to the STI Acquisition and the issuance of the Preferred Shares as if they had been completed on December 31, 2021. The issuance of the Notes is included in the Array historical consolidated balance sheet as of December 31, 2021. The unaudited pro forma condensed combined statement of operations gives effect to the Transactions as if they had been completed on January 1, 2021. In the opinion of Xxxxx’s management, all material adjustments have been made that are necessary to present fairly the unaudited pro forma condensed combined financial information in accordance with Article 11. Xxxxx has elected not include any future integration coststo present Management’s Adjustments and is presenting only Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. The adjustments presented in the unaudited pro forma condensed combined financial information has been identified and presented to provide relevant information necessary to assist in understanding the post-combination company. 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 do not necessarily purport to be indicative of the combined financial position or results of operations in future periods or of the results combined company that actually would have been realized occurred if the Transactions had occurred on the Company and OWP Ventures been reporting operations on a consolidated basis during dates indicated, nor are they indicative of Array’s future financial position or results of operations. In addition, future results may differ significantly from those reflected in the specified periods presentedunaudited pro forma condensed combined financial information.

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 costshas been prepared in accordance with Article 11 of Regulation S-X. The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an illustrative understanding of New Tigo upon consummation of the Business Combination in accordance with GAAP. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying notes. The unaudited pro forma condensed combined financial information has been prepared by management presented for illustrative purposes only in accordance with Article 11 of SEC Regulation S-X and is not necessarily indicative of the combined operating results and financial position or results of operations in future periods or the results that actually would have been realized achieved had the Company Business Combination occurred on the dates indicated, and OWP Ventures been reporting operations does not reflect adjustments for any anticipated synergies, operating efficiencies, tax savings or cost savings. Any cash proceeds remaining after the consummation of the Business Combination and the other related events contemplated by the Merger Agreement are expected to be used for general corporate purposes. The unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of New Tigo following the completion of the Business Combination. The unaudited pro forma adjustments represent management’s estimates based on a consolidated basis during information available as of the specified periods presented.date of the date of this Form 8-K and are subject to change as additional information becomes available and analyses are performed. XXXX and Legacy Tigo have not had any historical relationship prior to the transactions. Accordingly, no pro forma adjustments were required to eliminate activities between the companies. The following summarizes the pro forma New Tigo common stock issued and outstanding immediately after the Business Combination: Share Ownership of New Tigo Pro Forma Combined Number of Shares % Ownership Tigo Stockholders(1)(2) 56,326,024 96.9 % ROCG’s public shareholders(3)(4) 432,998 0.7 % Sponsors(5) 1,385,521 2.4 % Total 58,144,543 100.0 %