UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Sample Clauses

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION. Introduction Software Acquisition Group is providing the following unaudited pro forma combined financial information (the “pro forma combined financial statements”) to assist in your evaluation of the merger. The pro forma combined financial statements combine the historical financial statements of Software Acquisition Group and CuriosityStream. The unaudited pro forma combined balance sheet as of June 30, 2020 gives pro forma effect to the merger as if it had been consummated as of that date. The unaudited pro forma combined statements of operations for the six months ended June 30, 2020 and for the year ended December 31, 2019 give pro forma effect to the merger as if it had occurred as of January 1, 2019. This information should be read together with CuriosityStream’s and Software Acquisition Group’s respective audited and unaudited financial statements and related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of CuriosityStream,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Software Acquisition Group” and other financial information included elsewhere in this proxy statement. The unaudited pro forma combined balance sheet as of June 30, 2020 has been prepared using the following: • CuriosityStream’s unaudited historical balance sheet as of June 30, 2020, as included elsewhere in this proxy statement; and • Software Acquisition Group’s unaudited historical balance sheet as of June 30, 2020, as included elsewhere in this proxy statement. The unaudited pro forma combined statement of operations for the six months ended June 30, 2020 has been prepared using the following: • CuriosityStream’s unaudited historical statement of operations for the six months ended June 30, 2020, as included elsewhere in this proxy statement; and • Software Acquisition Group’s unaudited historical statement of operations for the six months ended June 30, 2020, as included elsewhere in this proxy statement. The unaudited pro forma combined statement of operations for the year ended December 31, 2019 has been prepared using the following: • CuriosityStream’s audited historical statement of operations for the year ended December 31, 2019, as included elsewhere in this proxy statement; and • Software Acquisition Group’s audited historical statement of operations for the period from May 9, 2019 (inception) through December 31, 2019, as included elsewhere in this proxy statement. Description...
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UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION. The following unaudited pro forma combined financial information gives effect to the Transaction Accounting Adjustments, which consist of the (i) Merger, (ii) the Enliven pre-closing financing, and (iii) the Reverse Stock Split. In the unaudited pro forma combined financial statements, the Merger has been accounted for as a reverse recapitalization under U.S. generally accepted accounting principles (“U.S. GAAP”) because the assets of Imara as of the effective date of the Merger are primarily cash and other non-operating assets. Enliven was determined to be the accounting acquirer based upon the terms of the Merger and other factors including: (1) Enliven stockholders will own a substantial majority of the voting rights in the combined company; (2) Enliven will designate a majority (eight of nine) of the initial members of the board of directors of the combined company; and (3) Enliven’s senior management will hold all positions in senior management of the combined company. As a result of Enliven being treated as the accounting acquirer, Enliven’s assets and liabilities are recorded at their pre-combination carrying amounts and the historical operations that are reflected in the unaudited pro forma combined financial information of Imara will be those of Enliven. Imara’s assets and liabilities will be measured and recognized at their fair values as of the effective date of the Merger, and combined with the assets, liabilities, and results of operations of Enliven after the consummation of the Merger. As a result, upon consummation of the Merger, the historical financial statements of Xxxxxxx will become the historical consolidated financial statements of the combined company. The unaudited pro forma combined balance sheet data as of December 31, 2022 assumes that the Merger took place on December 31, 2022 and combines the Imara and Enliven historical balance sheets as of December 31, 2022. The unaudited pro forma combined statement of operations data for the year ended December 31, 2022 gives effect to the Merger as if it took place on January 1, 2022 and combines the Imara and Enliven historical statement of operations for the periods presented. The historical financial statements of Imara and Enliven have been adjusted to give pro forma effect to reflect the Transaction Accounting Adjustments in accordance with U.S. GAAP. The adjustments presented on the unaudited pro forma combined financial statements have been identified and presented to provide relev...
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UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION. 1. Description of the Combinations On May 27, 2022, pursuant to the BCA, Quidel and Ortho consummated the Combinations and each of Quidel and Ortho became a wholly owned subsidiary of QuidelOrtho. As a result of the Combinations, QuidelOrtho became the successor issuer to Quidel.
Sample 1
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION. Note 1 - Basis of Pro Forma Presentation The unaudited pro forma combined financial statements are prepared in accordance with Article 11 of SEC Regulation S-X. The pro forma adjustments are described in the accompanying notes and are based upon and derived from information and assumptions available at the time of this filing on Form 8-K. The unaudited pro forma financial information is based on financial statements prepared in accordance with U.S. generally accepted accounting principles, which are subject to change and interpretation. The unaudited pro forma combined financial statements were based on and derived from our historical consolidated financial statements, adjusted for certain transaction accounting adjustments. Actual adjustments, however, may differ materially from the information presented. Pro forma adjustments do not include allocations of corporate costs, as those are not directly attributable to the Divestiture. In addition, the unaudited pro forma financial information is based upon available information and assumptions that management considers to be reasonable, and such assumptions have been made solely for purposes of developing such unaudited pro forma financial information for illustrative purposes in compliance with the disclosure requirements of the SEC. The unaudited pro forma financial information is not necessarily indicative of what the financial position or statements of operations results would have actually been had the Divestiture occurred on the dates indicated. In addition, these unaudited pro forma combined financial statements should not be considered to be indicative of our future consolidated financial performance and statement of operations results. Further, the unaudited pro forma combined statement of operations does not reflect the costs of separation activities or benefits from the realization of future cost savings due to corporate cost savings expected to result from the Divestiture. The accompanying unaudited pro forma combined statement of operations for six month period ended June 30, 2023 and unaudited pro forma combined statements of operations for the years ended December 31, 2022 and 2021 give effect to the Divestiture March 10, 2021, the date the Company acquired Flexiti. The accompanying unaudited pro forma combined balance sheet as of June 30, 2023 has been prepared giving effect to the Divestiture as having occurred on June 30, 2023.
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UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION. Note 3 - EPS Pro forma basic and diluted earnings per share (in thousands, except per share data): For the six months ended June 30, 2023 For the year ended December 31, 2022 For the year ended December 31, 2021 Basic EPS Combined pro forma net (loss) income $ (109,056) $ (134,052) 95,456 CURO historical basic weighted average common shares outstanding 40,893 40,428 41,155 Basic EPS $ (2.67) $ (3.32) $ 2.32 Diluted EPS Combined pro forma net (loss) income $ (109,056) $ (134,052) 95,456 CURO historical diluted weighted average common shares outstanding — — 1,988 Pro forma weighted average common shares outstanding 40,893 40,428 43,143
Sample 1
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION. On November 30, 2017, Petrolia Energy Corporation signed an Arrangement Agreement (the “Agreement”) to acquire all of the issued and outstanding shares in Bow Energy Ltd (“Bow”), which is listed on the TSX Venture Exchange under the symbol ONG.V., with corporate offices located in Calgary, Alberta, Canada and Jakarta, Indonesia, pursuant to a “plan of arrangement” (the “Arrangement”) under section 193 of the Business Corporations Act (Alberta) (the “Acquisition”). Petrolia acquired Bow to further its business objectives of acquiring exploration properties. On February 27, 2018, the Acquisition closed, and Petrolia Energy Corporation acquired all of the issued and outstanding shares in Bow Energy Ltd. Bow shareholders received 106,156,712 shares of the Company’s common stock and assumed 320,000. The fair value of the 106,156,712 common shares issued as part of the consideration paid for Bow ($34,607,088) was determined based on the closing market price of the Company’s common shares on the acquisition date. Bow’s wholly owned subsidiary, Bow Energy International Holdings Inc. (“BEIH”) holds interests in several entities. BEIH has a 100% interest in Bow Energy Pte. Ltd. (“BEPL”), BXXX owns 75% of the issued and outstanding shares of Renco Elang Energy Pte. Ltd. (“REE”) which owns a 75% working interest in a Production Sharing Contract referred to as “South Block A” (“SBA”) located onshore, North Sumatra, Indonesia. REE is the operator of SBA. Effectively, the Company has a 44.48% working interest in SBA. BXXX also holds interests in five Singapore holding companies (the “Holding Companies”) that own the interests in four Production Sharing Contracts (“PSCs”) and one non-conventional joint study agreement (“JSA”), all interests are located onshore in Sumatra, Indonesia. The Holding Companies include Bukit Energy Central Sumatra (Mahato) Pte. Ltd. (“Mahato”), Bukit Energy Palmerah Baru Pte. Ltd. (“Palmerah Baru”), Bukit Energy Resources Palmerah Deep Pte. Ltd. (“Palmerah Deep”), Bukit Energy Bohorok Pte. Ltd. (“Bohorok”), and Bukit Energy Resources North Sumatra Pte. Ltd. (“Bohorok Deep”). • Bohorok PSC (conventional) – operated 50% participating interest, 465,266 net acres; • Palmerah Baru PSC (conventional) – operated 54% participating interest, 98,977 net acres; • Palmerah Deep PSC (non-conventional)- operated 69.36% participating interest, 170,398 net acres; • Mahato PSC (conventional)- 20% participating interest, 167,115 net acres, non-operated; • Bohorok...
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Related to UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

  • Pro Forma Financial Information The pro forma financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statements amounts in the pro forma financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The pro forma financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus comply as to form in all material respects with the application requirements of Regulation S-X under the Exchange Act.

  • Pro Forma Financial Statements Agent shall have received a copy of the Pro Forma Financial Statements which shall be satisfactory in all respects to Lenders;

  • Interim Financial Information The Company shall supply the ----------------------------- Parent with a copy of its internal unaudited monthly financial statements within thirty (30) days after the end of each month.

  • Financial Statements; Pro Forma Balance Sheet; Projections On or prior to the Initial Borrowing Date, the Administrative Agent shall have received true and correct copies of the historical financial statements, the pro forma financial statements and the Projections referred to in Sections 8.05(a) and (d), which historical financial statements, pro forma financial statements and Projections shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

  • Prospectus Revisions -- Audited Financial Information Except as otherwise provided in subsection (m) of this Section 4, on or prior to the date on which there shall be released to the general public financial information included in or derived from the audited financial statements of the Company for the preceding fiscal year, the Company shall cause the Registration Statement and the Prospectus to be amended, whether by the filing of documents pursuant to the 1934 Act, the 1933 Act or otherwise, to include or incorporate by reference such audited financial statements and the report or reports, and consent or consents to such inclusion or incorporation by reference, of the independent accountants with respect thereto, as well as such other information and explanations as shall be necessary for an understanding of such financial statements or as shall be required by the 1933 Act or the 1933 Act Regulations.

  • Financial Statements; Non-GAAP Financial Measures The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

  • Pro Forma Balance Sheet; Financial Statements The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of the Borrower and its Subsidiaries for the most recently ended fiscal year and (iii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

  • Pro Forma Statement The Receiver, as soon as practicable after Bank Closing, in accordance with the best information then available, shall provide to the Assuming Institution a pro forma statement reflecting any adjustments of such liabilities and assets as may be necessary. Such pro forma statement shall take into account, to the extent possible, (i) liabilities and assets of a nature similar to those contemplated by Section 2.1 or Section 3.1, respectively, which at Bank Closing were carried in the Failed Bank's suspense accounts, (ii) accruals as of Bank Closing for all income related to the assets and business of the Failed Bank acquired by the Assuming Institution hereunder, whether or not such accruals were reflected on the Accounting Records of the Failed Bank in the normal course of its operations, and (iii) adjustments to determine the Book Value of any investment in an Acquired Subsidiary and related accounts on the "bank only" (unconsolidated) balance sheet of the Failed Bank based on the equity method of accounting, whether or not the Failed Bank used the equity method of accounting for investments in subsidiaries, except that the resulting amount cannot be less than the Acquired Subsidiary's recorded equity as of Bank Closing as reflected on the Accounting Records of the Acquired Subsidiary. Any Loan purchased by the Assuming Institution pursuant to Section 3.1 which the Failed Bank charged off during the period beginning the day after the Bid Valuation Date to the date of Bank Closing shall be deemed not to be charged off for the purposes of the pro forma statement, and the purchase price shall be determined pursuant to Section 3.2.

  • Unaudited Financial Statements The School shall prepare and submit its unaudited annual financial statements to the Commission by September 15 of the subsequent fiscal year; provided that the Commission, with reasonable notice to the School, may change the deadline depending on circumstances.

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