Unaudited Pro Forma Condensed Combined Financial Information. Preferred Stock Offering (continued) Underwriters pursuant to their overallotment option granted to the Underwriters under the terms of the Underwriting Agreement. The Shares were offered and sold by the Company pursuant to the terms of the Underwriting Agreement and registered pursuant to the Company’s registration statement on (i) Form S-1, as amended, which was filed with the Securities and Exchange Commission and declared effective by the Commission on July 12, 2021 and (ii) the Company’s registration statement on Form S-1MEF, which was filed with the Commission on July 13, 2021 and declared effective upon filing. The closing of the offering for the Shares took place on July 16, 2021. The Shares have been approved for listing on Nasdaq under the trading symbol “AUVIP” and trading on Nasdaq began on July 14, 2021. On July 29, 2021, the Company issued a press release announcing that in connection with its previously announced public offering of its 10.5% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share, it had closed the exercise of the underwriter’s overallotment option of 72,000 shares at $25.00 per share. Aggregate gross proceeds including the exercise of the underwriter's overallotment option was $12,272,440 after deducting underwriting discounts and commissions and fees and other estimated offering expenses. Pro forma Information The following unaudited pro forma condensed combined balance sheet of the Company as of June 30, 2021 gives effect to the KES Agreement and the XXX Agreement as if they had occurred on June 30, 2021. The following unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 and the six months ended June 30, 2021 give effect to the KES Agreement, the XXX Agreement and the Akida Agreement as if they had occurred on January 1, 2020. The historical financial information is based on the Company’s audited and unaudited interim consolidated financial statements, XXX and XXX audited and unaudited interim combined financial statements, XXX’s audited and unaudited interim financial statements and Xxxxx’s audited and unaudited interim financial statements. The unaudited pro forma condensed combined financial statements reflect management’s preliminary estimates of fair value of purchase price consideration and the fair values of tangible and intangible assets acquired and liabilities assumed in the acquisitions, with the remaining estimated purchase consideration record...
Unaudited Pro Forma Condensed Combined Financial Information. Youku will acquire all of the outstanding Tudou shares and share options to purchase ordinary shares of Tudou in a stock-for-stock transaction announced on March 12, 2012. The accompanying unaudited pro forma condensed combined balance sheet (the "Pro Forma Balance Sheet") as of March 31, 2012 combines the historical consolidated balance sheets of Youku and Tudou, giving effect to the Merger as if it had been completed on March 31, 2012. The accompanying unaudited pro forma condensed combined statements of operations (the "Pro Forma Statements of Operations") for the three months ended March 31, 2012 and the year ended December 31, 2011 combine the historical consolidated statements of operations of Youku and Tudou, giving effect to the Merger as if it had been completed on January 1, 2011. The accompanying unaudited pro forma condensed combined financial statements (the "Statements") and related notes were prepared using the acquisition method of accounting with Xxxxx considered the acquirer of Tudou. Accordingly, the purchase consideration to be paid in the Merger has been preliminarily allocated to the assets acquired and liabilities assumed of Tudou based upon their estimated fair values as of March 31, 2012. Any amount of the purchase consideration that is in excess of the estimated fair values of the assets acquired and liabilities assumed will be recorded as goodwill in Youku's balance sheet after the completion of the Merger. As of the date of this joint proxy statement/prospectus, Xxxxx has not completed the detailed valuation work necessary to arrive at the required estimates of the fair value of the Tudou assets to be acquired and the liabilities to be assumed and the related allocation of purchase price, nor has it identified all adjustments necessary to conform Xxxxx's accounting policies to Xxxxx's accounting policies. A third party firm has assisted Youku management in assessing the fair value of certain intangible assets and fixed assets of Tudou. A final determination of the fair value of Xxxxx's assets and liabilities will be based on the actual net tangible and intangible assets and liabilities of Tudou that exist as of the date of completion of the Merger and, therefore, cannot be made prior to that date. Additionally, the purchase consideration to be paid by Youku to complete the Merger will be determined based on the trading price of Youku ADSs at the time of the completion of the Merger. Accordingly, the accompanying unaudited pro fo...
Unaudited Pro Forma Condensed Combined Financial Information. Note 1 — Basis of presentation These pro forma condensed combined financial statements and accompanying footnotes incorporate early compliance with SEC Release 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses. The unaudited pro forma condensed combined financial statements are based on the historical consolidated financial statements of the Company, eNett and Optal, as adjusted to give effect to the estimated effects of the Acquisition. The unaudited pro forma condensed combined income statements for the nine months ended September 30, 2020 and the year ended December 31, 2019 give effect to the Acquisition as if it had occurred on January 1, 2019. The unaudited pro forma condensed combined balance sheet as of September 30, 2020 gives effect to the Acquisition as if it had occurred on that date. Since the pro forma financial statements have been prepared based upon preliminary estimates, the final amounts recorded at the date of the Acquisition may differ materially from the information presented herein. These preliminary estimates are subject to change pending further review of the assets acquired and the liabilities assumed. Certain reclassification adjustments have been made in the presentation of the Targets' historical presentation to conform to the financial presentation of the Company. These reclassifications are discussed further at Note 4 — Transaction accounting adjustments. The Acquisition has been accounted for as a business combination for purposes of the pro forma financial statements. The pro forma condensed combined financial statements were prepared using the acquisition method of accounting with the Company considered the acquirer of eNett and Optal. Consideration provided by the Company to complete the Acquisition has been allocated to the assets and liabilities of eNett and Optal based on estimated fair values as of the date of these unaudited pro formas. For purposes of measuring the estimated fair value of tangible assets acquired and liabilities assumed, the Company utilized estimates based on key assumptions of the Acquisition, including historical and current market information. The Company utilized a benchmarking approach based on similar acquisitions to determine the preliminary fair values for intangible assets acquired. The transaction accounting adjustments included herein are preliminary and will be revised at the time the Company has completed detailed fair value valuations and analyses. T...
Unaudited Pro Forma Condensed Combined Financial Information. Introduction On December 18, 2019, Immunovant Sciences Ltd., or ISL, and Health Sciences Acquisitions Corporation, or HSAC, consummated the transactions contemplated by the Share Exchange Agreement dated September 29, 2019, or the Business Combination. In connection with the closing of the Business Combination, the registrant changed its name from Health Sciences Acquisitions Corporation to Immunovant, Inc., or the Company. In August 2019, ISL issued $30.0 million of promissory notes, or the Promissory Notes, consisting of $25.0 million to RTW Master Fund, Ltd. and RTW Innovation Master Fund, Ltd., or the RTW Entities, and $5.0 million to Roivant Sciences Ltd. or RSL as a replacement of an existing $5.0 million promissory note payable to RSL in June 2019. In September 2019, ISL repaid $2.5 million aggregate principal amount of the Promissory Notes issued to the RTW Entities and $2.5 million principal amount of the Promissory Note issued to RSL, and the accrued interest on such principal amounts was forgiven. Subsequently, ISL issued four additional Promissory Notes having an aggregate principal amount of $10.0 million to entities affiliated with Biotechnology Value Fund, L.P. or BVF. The Promissory Notes automatically converted immediately prior to the consummation of the Business Combination into common shares of ISL exchangeable for an aggregate of 3,500,000 shares of HSAC’s common stock upon the closing of the Business Combination. All interest on the Promissory Notes was waived and cancelled immediately prior to the closing of the Business Combination. The following unaudited pro forma condensed combined statement of operations for the year ended March 31, 2020 combined the audited historical combined and consolidated statement of operations of the Company for the year ended March 31, 2020 with the unaudited historical condensed statement of operations of HSAC for the period from April 1, 2019 to December 18, 2019, the date that ISL and HSAC consummated the transactions contemplated by the Share Exchange Agreement dated September 29, 2019, giving effect to the Business Combination, the conversion of the Promissory Notes and the issuance of shares arising from the Business Combination as if these events had occurred on April 1, 2019. The historical financial information of the Company was derived from the audited combined and consolidated financial statement of the Company for the year ended March 31, 2020 included in the Company’s Annual Report on Form...
Unaudited Pro Forma Condensed Combined Financial Information. Balance Sheet. The unaudited pro forma condensed combined balance sheet at June 30, 2013 reflects the following adjustments:
Unaudited Pro Forma Condensed Combined Financial Information. Note 1- Basis of presentation The unaudited pro forma combined financial information herein is based upon the historical consolidated financial statements of APDN and Vandalia and has been prepared to illustrate the effects of the reported transactions in accordance with accounting principles generally accepted in the United States and pursuant to Article 11 of Regulation S-X. The Asset Acquisition was accounted as a business combination using the acquisition method of accounting under the provisions of ASC 805, Business Combinations ("ASC 805"). Under ASC 805, all assets acquired are recorded at their acquisition date fair value. The allocation of the purchase price as reflected in the unaudited pro forma condensed combined financial data is based upon a third party valuation firm's valuation of the fair market value of assets acquired, as if the Asset Acquisition had occurred on June 30, 2015, with respect to the unaudited pro forma condensed combined balance sheet. With respect to the unaudited pro forma condensed combined statement of operations, the allocation of purchase price is reflected for the fiscal year ended September 30, 2014 and the nine months ended June 30, 2015, giving effect to the Asset Acquisition as if it occurred on October 1, 2013. The fiscal year ended September 30, 2014 referenced in such unaudited pro forma statement of operations is the fiscal year of the Company. Because the fiscal year of Vandalia ends on December 31 of each year, such unaudited pro forma statement of operations makes reference to the fiscal year of Vandalia ended December 31, 2014.
Unaudited Pro Forma Condensed Combined Financial Information. Note 1 —
Unaudited Pro Forma Condensed Combined Financial Information. On May 29, 2023, Shineco Life Science Group Hong Kong Co., Limited (“Shineco Life”), a company established under the laws of Hong Kong and a wholly owned subsidiary of Shineco, Inc. (the “Company” together with Shineco Life as the “Buying Parties”), entered into a stock purchase agreement (the “Agreement”) with Dream Partner Limited, a BVI corporation (“Dream Partner”), Chongqing Wintus Group, a corporation incorporated under the laws of mainland China (“Wintus”) and certain shareholders of Dream Partner (the “Sellers,” together with Dream Partner and Wxxxxx as the “Selling Parties”), pursuant to which Shineco Life shall acquire 71.5% equity interest in Wintrus (the “Acquisition”). On September 19, 2023, Shineco Life closed the Acquisition in accordance with the terms of the Agreement, and as the consideration for the Acquisition, the Company (a) paid the Sellers an aggregate cash consideration of $2,000,000 (the “Cash Consideration”); (b) issued certain shareholders, as listed in the Agreement, an aggregate of 10,000,000 shares of the Company’s restricted Common Stock (the “Shares”); and (c) transferred and sold to the Sellers 100% of the Company’s equity interest in Beijing Txxxx-Xxxx Technological Development Co., Ltd. (the “Txxxx-Xxxx Shares”). The Acquisition represents the Company’s termination of its VIE structure and exit from the plant-based health and well-being focused products industry. The Acquisition is considered a significant acquisition and disposition for purposes of Item 2.01 of Form 8-K. The accompanying unaudited pro forma condensed consolidated financial statements are prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed financial statements as of June 30, 2023, are presented as if the Acquisition had occurred on June 30, 2023. The unaudited pro forma condensed consolidated financial statements are for informational purposes only and are not necessarily indicative of the operating results or financial position that would have been achieved had the Acquisition been consummated on the dates indicated. The unaudited pro forma condensed consolidated financial information should not be construed as being representative of the Company’s future results of operations or financial position. The actual results of operations and financial position may differ significantly from the pro forma amounts reflected herein.
Unaudited Pro Forma Condensed Combined Financial Information consolidated financial position. Future results may vary significantly from the results reflected because of various factors. The pro forma adjustments are based on currently available information and certain estimates and assumptions that Matador believes provide a reasonable basis for presenting the significant effects of the Advance Acquisition. The pro forma financial statements and related notes do not reflect the benefits of projected synergies, potential cost savings or the costs that may be necessary to achieve such savings, opportunities to increase revenue generation or other factors that may result from the Advance Acquisition and, accordingly, do not attempt to predict or suggest future results. Management cannot identify the timing, nature and amount of such savings, costs or other factors, any of which could affect the future consolidated results of operations or consolidated financial position of the Company. The unaudited pro forma financial statements have been developed from and should be read in conjunction with: • The audited consolidated financial statements and accompanying notes of Matador contained in Matador’s Annual Report on Form 10-K for the year ended December 31, 2022; and • The audited consolidated financial statements and related notes of Advance for the year ended December 31, 2022, which are filed as Exhibit 99.1 to the Current Report on Form 8-K/A. Unaudited Pro Forma Condensed Combined Financial Information Matador Resources Company and Subsidiaries PRO FORMA CONDENSED COMBINED BALANCE SHEET - UNAUDITED (In thousands) Historical Transaction Accounting Adjustments Matador Advance Conforming and Reclassifications (e) Advance Acquisition Pro Forma Combined ASSETS Current assets Cash and cash equivalents $ 505,179 $ 7,479 $ — $ (439,028) (d) $ 73,630 Restricted cash 42,151 — — — 42,151 Accounts receivable — 51,321 (51,321) — — Oil and natural gas revenues 224,860 — 49,793 (1,732) (f) 272,921 Joint interest xxxxxxxx 180,947 — 1,213 (2,761) (f) 179,399 Other 48,011 — 315 — 48,326 Derivative instruments 3,930 11,170 — (11,170) (a) 3,930 Lease and well equipment inventory 15,184 32,924 — (20,903) (a) 27,205 Prepaid expenses and other current assets 51,570 7,615 — 1,789 (h) 58,656 (2,318) (f) Total current assets 1,071,832 110,509 — (476,123) 706,218 Property and equipment, at cost Oil and natural gas properties, successful efforts method, net — 1,468,880 — (1,468,880) (b) — Oil and natural gas properties, full-cost method Evalua...
Unaudited Pro Forma Condensed Combined Financial Information. The consideration transferred and the fair value of assets acquired and liabilities assumed by Matador are as follows (in thousands): Consideration Allocation Cash $1,597,534 Fair value of contingent consideration at April 12, 2023 21,151 Total consideration given $1,618,685 Allocation of purchase price Current assets $80,131 Oil and natural gas properties Evaluated 1,347,087 Unproved and unevaluated 215,454 Midstream properties 63,644 Non-current assets 1,196 Current liabilities (77,159) Asset retirement obligations (8,780) Other liabilities (2,888) Net assets acquired $ 1,618,685 The fair value measurements of assets acquired and liabilities assumed are based on inputs that are not observable in the market and therefore represent Level 3 inputs. The fair value of oil and natural gas properties and asset retirement obligations were measured using the discounted cash flow technique of valuation. Significant unobservable inputs included future commodity prices adjusted for differentials, projections of estimated quantities of recoverable reserves, forecasted production based on decline curve analysis, estimated timing and amount of future operating and development costs, and a weighted average cost of capital.
