Unaudited Pro Forma Condensed Combined Balance Sheet. The following adjustments were made in the preparation of the Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2023:
Unaudited Pro Forma Condensed Combined Balance Sheet. June 30, 2017 (dollars in millions, except per share data) Catalent Cook Pharmica Financing Transactions Acquisition Pro Forma ASSETS Current assets: Cash and cash equivalents $ 288.3 $ — $ 683.6 (a) $ (760.4 )(b) $ 211.5 Trade receivables, net 488.8 32.9 — — 521.7 Inventories 184.9 16.2 — — 201.1 Prepaid expenses and other 97.8 2.0 — — 99.8 Total current assets 1,059.8 51.1 683.6 (760.4 ) 1034.1 Property, plant, and equipment, net 995.9 171.7 — 63.0 (c) 1,230.6 Other assets: Goodwill 1,044.1 — — 408.7 (d) 1,452.8 Other intangibles, net 273.1 — — 260.0 (e) 533.1 Deferred income taxes 53.9 110.6 — (110.6 )(f) 53.9 Other 27.5 — — — 27.5 Total assets $ 3,454.3 $ 333.4 $ 683.6 $ (139.3 ) $ 4,332.0 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Current portion of long-term obligations and other short-term borrowings $ 24.6 $ — $ — $ 48.4 (g) $ 73.0 Accounts payable 163.2 4.9 — — 168.1 Other accrued liabilities 281.2 18.6 (h) — — 299.8 Total current liabilities 469.0 23.5 — 48.4 540.9 Long-term obligations, less current portion 2,055.1 — 441.5 (i) 134.5 (g) 2,631.1 Pension liability 129.5 — — — 129.5 Deferred income taxes 31.7 — — — 31.7 Other liabilities 45.5 0.1 (h) — — 45.6 Shareholders’ equity/(deficit): Common stock $0.01 par value; 1.0 billion shares authorized, actual, as adjusted, and pro forma; 125,049,867 shares issued and outstanding, actual; 131,179,867 shares issued and outstanding, as adjusted and pro forma 1.3 — 0.1 (j) — 1.4 Preferred stock $0.01 par value; 100 million authorized, actual, adjusted, and pro forma; 0 issued and outstanding, actual, as adjusted, and pro forma — — — — — Additional paid in capital 1,992.0 — 242.0 (j) — 2,234.0 Accumulated deficit (955.7 ) (163.9 ) — 151.5 (j),(k) (968.1 ) Net parent investment — 473.7 — (473.7 )(k) — Accumulated other comprehensive income/(loss) (314.1 ) — — — (314.1 ) Total shareholders’ equity 723.5 309.8 242.1 (322.2 ) 953.2 Total liabilities and shareholders’ equity $ 3,454.3 $ 333.4 $ 683.6 $ (139.3 ) $ 4,332.0 See accompanying notes to unaudited pro forma condensed combined financial statements.
Unaudited Pro Forma Condensed Combined Balance Sheet. (A) Sources and Uses (in millions) Sources of funds: Express Scripts cash on hand at September 30, 2011 $ 1,000.0 Term Loan Facility 4,000.0 Existing New Express Scripts Notes 4,086.3 Additional debt financing 4,429.6 Total sources of funds $ 13,515.9 Use of funds: Cash payments to Medco stockholders $ 11,158.9 Payment of Medco 2012 term loan and revolving credit facility due 2013 2,000.0 Express Scripts transaction costs(1) 209.7 New debt issuance costs(2) 147.3 Total use of funds $ 13,515.9
Unaudited Pro Forma Condensed Combined Balance Sheet. China VTV Limited, a Nevada Corporation China VTV Limited, a Hong Kong Company February 28, 2019 February 28, 2019 Pro FormaAdjustment Note CombinedPro Forma ASSETS Current Assets Cash and cash equivalents $ 17,548 $ - $ 17,548 Total Current Assets 17,548 - - 17,548 Total Assets $ 17,548 $ - $ - $ 17,548 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities Accrued expenses $ 23,163 $ - $ - $ 23,163 Due to related parties 456,474 136,265 - 592,739 Total Current Liabilities 479,637 136,265 - 615,902 Total Liabilities 479,637 136,265 - 615,902 Stockholders’ deficit Common Stock 105,000 128,982 (18,432 ) (1) 215,550 Additional paid-in capital 10,663 2,072,683 18,432 (1) 1,524,026 (577,752 ) (2) Accumulated deficit (577,752 ) (2,337,167 ) 577,752 (2) (2,337,167 ) Other comprehensive loss (763 ) (763 ) Total Stockholders’ Deficit (462,089 ) (136,265 ) - (598,354 ) Total Liabilities and Stockholders’ Deficit $ 17,548 $ - $ - $ 17,548 CHINA VTV LIMITED AND SUBSIDIARY UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME(LOSS) China VTV Limited, a Nevada Corporation China VTV Limited, a Hong Kong Company For the Twelve For the Twelve Months ended Months ended February 28,2019 February 28,2019 Pro FormaAdjustment Note CombinedPro Forma Revenues $ - $ - - $ - Cost of revenues - - - - Gross profit - - - - Operating expenses Research and development expenses - 861,581 - 861,581 General and administrative expenses 90,587 13,426 - 104,013 Total operating expenses 90,587 875,007 - 965,594 Loss from operations (90,587 ) (875,007 ) - (965,594 ) Loss before provision for income tax (90,587 ) (875,007 ) - (965,594 ) Provision for income tax (benefit) - - - - Net loss (90,587 ) (875,007 ) - (965,594 ) Other Comprehensive Income (Loss): Foreign currency translation adjustment, net of tax - (37 ) (37 ) Comprehensive Loss $ (90,587 ) $ (875,044 ) $ - $ (965,631 ) Net loss per share attributable to common stockholders Basic and diluted $ (0.00 ) $ (0.00 ) Weighted average number of common shares outstanding Basic and diluted 92,950,820 (3) 269,649,590
Unaudited Pro Forma Condensed Combined Balance Sheet. The unaudited pro forma condensed combined balance sheet also give effect to the following pro forma adjustments:
Unaudited Pro Forma Condensed Combined Balance Sheet. (1) The reclassification of $159,329 of accrued expenses from accounts payable and accrued expenses.
Unaudited Pro Forma Condensed Combined Balance Sheet. (a) Cash and cash equivalents The change in cash and cash equivalents was determined as follows: (in millions) Amount Estimated cash consideration to Marel shareholders $ (1,038.6 ) Estimated settlement of Marel debt (1) (924.7 ) Estimated transaction costs (2) (70.7 ) Estimated settlement of Marel interest rate swaps (3) 1.4 Pro forma adjustment $ (2,032.6 )
Unaudited Pro Forma Condensed Combined Balance Sheet. A-Cash and cash equivalents This adjustments reflects the $250 million purchase price, offset by the $100 million draw on the Company's revolving line of credit (see notes E and I below for a discussion of the adjustments to record the liability for the draw on the revolving credit line and associated interest expense).
Unaudited Pro Forma Condensed Combined Balance Sheet. Adjustments Related to the Acquisition The allocation of the purchase price discussed below is preliminary. The final allocation of the purchase price will be determined at a later date and is dependent on a number of factors, including the final evaluation of the fair value of Buckshot Trucking’s tangible and identifiable intangible assets acquired and liabilities assumed. Such final adjustments, which may include other increases or decreases to amortization resulting from the allocation of the purchase price to amortizable tangible and intangible assets, along with the related income tax effect, may be material. The total consideration transferred as if the acquisition date was March 31, 2024 is presented as follows: Purchase consideration: Common Stock, at fair value $ 1,250,000 Earn-out shares 500,000 Cash paid 3,750,000 Total purchase consideration $ 5,500,000 The total preliminary estimated purchase consideration as shown in the table above is allocated to the tangible and intangible assets and liabilities acquired of Buckshot Trucking based on their estimated fair values, with any excess purchase consideration allocated to goodwill as follows: Amounts as of March 31, 2024 Purchase Consideration Note Preliminary Buckshot Trucking Balance Purchase Price Adjustment Adjusted Balance Cash $ 471 $ - $ 471 Accounts receivable, net 963 - 963 Right of use asset, net 396 - 396 Fixed assets, net D 1,735 (73 ) 1,662 Intangible assets C - 3,000 3,000 Goodwill E - 553 553 Accounts payable and other current liabilities (21 ) - (21 ) Note Payable, current and non-current (890 ) - (890 ) Lease liability, current and non-current (171 ) - (171 ) Earn-out liability H - (500 ) (500 ) Fair value of assets acquired $ 2,520 $ 2,980 $ 5,500
Unaudited Pro Forma Condensed Combined Balance Sheet. As of December 31, 2019 (In thousands) Sonnet BioTherapeutics, Inc. Relief Therapeutics SA Pro Forma Adjustments Notes Pro Forma Sonnet BioTherapeutics, Inc. Reverse Recapitalization Notes Pro Forma Combined Assets Current assets: Cash and cash equivalents $ 889 $ 9 $ 1,355 A $ 2,253 $ 9,000 E $ 11,253 Related party receivable — 1,027 — 1,027 — 1,027 Prepaid expenses and other current assets 20 27 — 47 — 47 Total current assets 909 1,063 1,355 3,327 9,000 12,327 Property and equipment $ 48 $ — — 48 $ — 48 Total assets $ 957 $ 1,063 $ 1,355 $ 3,375 $ 9,000 $ 12,375 Liabilities and stockholders’ equity (deficit) Current liabilities: Related-party notes $ 1 $ — $ — $ 1 $ — $ 1 Accounts payable 3,207 56 (56 ) D 3,207 — 3,207 Other accrued expenses 148 142 — 290 1,042 F 1,332 Total current liabilities 3,356 212 (56 ) 3,512 1,042 4,554 Defined benefit obligation — 138 (138 ) C — — — Total liabilities 3,356 350 (194 ) 3,512 1,042 4,554 Stockholders’ equity (deficit): Common stock 12,510 212 16,980 A,B 29,702 (29,701 ) G 1 Additional paid-in capital — 607 (607 ) B — 42,701 G 42,701 Accumulated deficit (14,909 ) (106 ) (14,824 ) B (29,839 ) (5,042 ) G (34,881 ) Total stockholders’ equity (deficit) (2,399 ) 713 1,549 (137 ) 7,958 7,821 Total liabilities and stockholders’ equity $ 957 $ 1,063 $ 1,355 $ 3,375 $ 9,000 $ 12,375
