Common use of Basis of Presentation Clause in Contracts

Basis of Presentation. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”), which was effective on January 1, 2021. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with (1) our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for the six months ended November 30, 2023 filed with the SEC on December 21 2023; (2) our audited consolidated financial statements and accompanying notes in our Annual Report on Form 10-K for the year ended May 31, 2023 as filed with the SEC on July 18, 2023; and (3) the Product Support Business’s historical audited combined financial statements as of and for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 and accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, the transaction will be accounted for using the acquisition method of accounting with AAR as the acquirer and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in process. The estimated fair values used in the accompanying pro forma financial statements are preliminary and represent our current best estimate of fair value as of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statements. In addition, the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statements.

Basis of Presentation. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”), which was effective on January 1, 2021. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AARcombined company is prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) and Article 11 of Regulation S-X. ADTRAN Holdings and ADTRAN’s historical financial informationstatements were prepared in accordance with U.S. GAAP and presented in thousands of USD. Certain ADVA’s consolidated income statement for the year ended December 31, 2021, and the consolidated balance sheet and income statement as of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with (1) our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for the six months ended November June 30, 2023 filed 2022, have been prepared in accordance with IFRS as issued by the SEC on December 21 2023; IASB, presented in thousands of Euros (2“Euro”) our audited consolidated and translated to thousands of USD for condensed combined pro forma financial statements information purposes. As such, certain IFRS, as adopted by the IASB to U.S. GAAP adjustments are included in the unaudited pro forma condensed combined financial information as discussed in Note 4 below. 104 For purposes of preparing the unaudited pro forma condensed combined financial information, the historical financial information of ADVA and accompanying notes in our Annual Report on Form 10-K related pro forma adjustments were translated from Euro to USD using the following historical exchange rates as posted by Oanda: Period of Exchange Rate € / $ Balance Sheet as of June 30, 2022 period end exchange rate at June 30, 2022 1.048 Statement of Operations for the year ended May December 31, 2023 2021 average exchange rate for that period 1.185 Statement of Operations for the six months ended June 30, 2022 average exchange rate for that period 1.093 Note 3 – Reclassifications Certain reclassifications were made to align ADVA’s financial statement presentation with that of ADTRAN based on information available to date. Unaudited pro forma condensed combined balance sheet as filed with the SEC on July 18of June 30, 2023; and (3) the Product Support Business’s historical audited combined 2022: Presentation in ADVA's IFRS financial statements as Presentation in unaudited pro forma condensed combined balance sheet Amount (in millions) Cash and cash equivalents Restricted cash $ 0.10 Trade accounts receivable Accounts receivable, net $ 117.30 Contract assets Other receivable $ 0.20 Other current assets Accounts receivable, net $ 1.60 Inventories Inventory, net $ 166.60 Other current assets Prepaid expenses and other current assets $ 14.90 Right-of-use assets Other non-current assets $ 22.00 Property, plant and equipment Property, plant and equipment, net $ 34.60 Deferred tax assets Deferred tax assets, net $ 17.50 Capitalized development projects Intangibles, net $ 11.00 Intangible assets acquired in business combinations Intangibles, net $ 13.60 Other purchased and internally generated intangible assets Intangibles, net $ 103.00 Current lease liabilities Accrued expenses and other liabilities $ 6.10 Current liabilities to banks Current portion of debt $ 26.40 Trade accounts payable Accounts payable $ 91.90 Current contract liabilities and advance payments Unearned revenue $ 26.40 Refund liabilities Accrued expenses and other liabilities $ 0.60 Other current liabilities Accrued expenses and other liabilities $ 26.40 Current provisions Accrued expenses and other liabilities $ 29.80 Provisions for pensions and similar employee benefits Pension liability $ 8.50 Other non-current provisions Other non-current liabilities $ 2.90 Non-current liabilities to banks Non-current portion of debt $ 15.90 Non-current contract liabilities Non-current unearned revenue $ 9.60 Share capital Common stock $ 54.40 Capital reserve Additional paid-in capital $ 347.70 Accumulated deficit Retained earnings $ (36.80 ) Accumulated other comprehensive income Accumulated other comprehensive income (loss) $ 1.30 Net income Retained earnings $ 14.10 105 Unaudited pro forma condensed combined statement of operations for the year ended March December 31, 2023 and historical unaudited combined 2021: Presentation in ADVA's IFRS financial statements Presentation in unaudited pro forma condensed combined statement of operations Amount (in millions) Revenue Revenue-Network solutions $ 615.30 Revenue Revenue-Services & support $ 99.70 Cost of goods sold Cost of revenue-Network solutions $ (422.10 ) Cost of goods sold Cost of revenue-Services & support $ (33.90 ) Selling and marketing expenses Selling, general and administrative $ (74.60 ) General and administrative expenses Selling, general and administrative $ (46.00 ) Other operating income - Government grants received Other income (expense), net $ 2.70 Other operating income - Release of provisions Selling, general and administrative $ 1.00 Other operating income - Income from payments received on receivables written off in previous periods Selling, general and administrative $ 0.10 Other operating income - Reversal of customer credit notes Selling, general and administrative $ 0.30 Other operating income - Duty and logistics charges Selling, general and administrative expenses $ 1.30 Other operating income - Other Other income (expense), net $ 1.30 Other operating expenses - Derecognitions of trade accounts receivable Selling, general and administrative $ (0.20 ) Other operating expenses - Write-off of prepayments received for licenses Selling, general and administrative $ (0.30 ) Other operating expenses - Other Selling, general and administrative $ (0.30 ) Interest income Interest and dividend income $ 0.10 Foreign currency exchange gains Other income (expense), net $ 14.50 Foreign currency exchange losses Other income (expense), net $ (11.40 ) Unaudited pro forma condensed combined statement of operations as of June 30, 2022: Presentation in ADVA's IFRS financial statements Presentation in unaudited pro forma condensed combined statement of operations Amount (in millions) Revenue Revenue-Network solutions $ 318.10 Revenue Revenue-Services & support $ 50.10 Cost of goods sold Cost of revenue-Network solutions $ (235.40 ) Cost of goods sold Cost of revenue-Services & support $ (16.10 ) Selling and marketing expenses Selling, general and administrative $ (39.70 ) General and administrative expenses Selling, general and administrative $ (21.80 ) Other operating income - Government grants received Other income (expense), net $ 1.00 Other operating income - Release of provisions Selling, general and administrative $ 0.80 Other operating income - Duty and logistics charges Other income (expense), net $ 2.20 Other operating income - Other Other income (expense), net $ 0.40 Other operating expenses - Other Selling, general and administrative $ (0.50 ) Foreign currency exchange gains Other income (expense), net $ 13.20 Foreign currency exchange losses Other income (expense), net $ (8.50 ) Note 4 – IFRS to U.S. GAAP adjustments ADVA’s historical consolidated statement of financial position as of June 30, 2022, and statements of operations for the nine months year ended December 31, 2023 2021, and accompanying notesfor the six months ended June 30, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.42022, respectively, to this Current Report on Form 8-K. In have been prepared in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, IFRS as issued by the transaction will be accounted for using IASB which differs in certain material respects from U.S. GAAP. The historical financial statements have been adjusted to align ADVA’s historical accounting policies to accounting policies in accordance with U.S. GAAP. Adjustments are initially calculated in EUR and translated to USD based on the acquisition method of accounting with AAR as exchange rates detailed in Note 2. Any differences between adjustments impacting the acquirer unaudited pro forma condensed combined balance sheet and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in process. The estimated fair values used in the accompanying unaudited pro forma financial condensed combined statements of operations are preliminary and represent our current best estimate of fair value as of the date of filing but are subject due to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statements. In addition, the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statementsforeign exchange rates.

Basis of Presentation. In May 2020The accompanying unaudited pro forma financial statements are prepared from the historical consolidated financial statements of ADES and Arq Ltd. after giving effect to the Transactions and assumptions, reclassifications and adjustments as described in the SEC adopted Release Noaccompanying notes. 33-10786 “Amendments The unaudited pro forma combined balance sheet and the unaudited combined pro forma statements of operations give effect to Financial Disclosures about Acquired the Transactions as if they had occurred on September 30, 2022 and Disposed Businesses” (the “Final Rule”), which was effective on January 1, 2021, respectively. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with (1) our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for the six months ended November 30, 2023 filed with the SEC on December 21 2023; (2) our annual audited consolidated financial statements and accompanying notes interim unaudited condensed consolidated financial statements of ADES are prepared in our Annual Report accordance with U.S. GAAP and the historical annual audited consolidated financial statements and interim unaudited condensed consolidated financial statements of Arq Ltd. are prepared in accordance with IFRS. The unaudited pro forma financial statements do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the Transactions occurred on Form 10-K the dates indicated and also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. Included in Revenues and Operating income for the year ended May December 31, 2023 as filed with 2021 are License royalties, related party in the SEC on July 18amount of $14.4 million which will not recur in ADES’ statement of operations beyond 12 months after the effective date of the Transactions. Also included in Operating income for the nine months ended September 30, 2023; and (3) the Product Support Business’s historical audited combined financial statements as of 2022 and for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 2021 are Earnings from equity method investments of $3.2 million and accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4$68.7 million, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, which will not recur in ADES’s statement of operations beyond 12 months after the transaction will be effective date of the Transactions. ADES has accounted for using the Transactions under the acquisition method of accounting with AAR as method, which requires recognizing and measuring the acquirer identifiable assets acquired and the Product Support Business as liabilities assumed at fair value. Accordingly, ADES has used its best estimates and assumptions to assign fair value to the acquiree. Certain valuations and assessments, including valuations of property and equipmenttangible assets acquired, identifiable intangible assetsasset(s) and liabilities assumed as of the Acquisition Date. The value of the Purchase Consideration is based on the estimated fair value of Preferred Shares, assumed liabilitiesas determined by a third party valuation firm, the closing price per share of Common Stock and the associated income tax impacts Contingent Consideration. All values were determined as of the Acquisition Date. The fair values assigned to Xxx’s tangible and identifiable intangible assets acquired and liabilities assumed, as described in Note 4, are still based on management’s estimates and assumptions. ADES has estimated the fair value of Arq’s assets acquired and liabilities assumed based on discussions with Arq’s management, preliminary valuation studies, due diligence and information presented in processArq Ltd.’s historical audited and unaudited financial statements. The estimated fair values used in of these assets acquired and liabilities assumed are considered preliminary and represent management's best estimates of fair value and may be revised as additional information is received. Thus, the accompanying provisional measurements of fair value are subject to change. The Transaction Accounting adjustments have been made solely for the purpose of providing the unaudited pro forma financial statements are preliminary and represent our current best estimate of fair value as of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statements. In addition, the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statementsinformation presented herein.

Basis of Presentation. In May 2020The unaudited condensed pro forma balance sheet as of September 30, 2012 reflects the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (Company’s historical consolidated balance sheet as if the “Final Rule”)Transaction occurred on September 30, which was effective on January 1, 20212012. The unaudited pro forma condensed statements of operations for the nine months ended September 30, 2012 and for the year ended December 31, 2011 reflect the Company’s historical consolidated statements of operations as if the Transaction occurred on December 31, 2010 after adjustments that give effect to events that are directly attributable to the Transaction. The unaudited pro forma condensed financial statements and related notes are presented for illustrative purposes only, in accordance with the Final Ruleadjustments and estimates set forth below, and are not necessarily indicative of the financial position or results of operations that would have occurred had the sale been completed as of the dates indicated, nor are they necessarily indicative of future operating results or financial position of the Company. AAR has elected to present management’s adjustments Certain information and notes normally included in addition to transaction consolidated financial statements prepared in accordance with accounting adjustments principles generally accepted in the United States have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission governing pro forma financial statementsinformation. Transaction accounting adjustments are included in the preceding The unaudited pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with the accompanying notes to the unaudited pro forma condensed financial statements. In addition, the unaudited pro forma condensed financial statements were based on and should be read in conjunction with the (1) our unaudited the separate historical consolidated financial statements of the Company and accompanying notes included management’s discussion and analysis of financial condition and results of operations contained in our its Quarterly Report on Form 10-Q for the six months quarterly period ended November September 30, 2023 filed with the SEC on December 21 2023; 2012 and (2) our audited the separate historical consolidated financial statements of the Company and accompanying notes management’s discussion and analysis of financial condition and results of operations contained in our its Annual Report on Form 10-K for the year ended May 31, 2023 as filed with the SEC on July 18, 2023; and (3) the Product Support Business’s historical audited combined financial statements as of and for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 2011. GREEN PLAINS RENEWABLE ENERGY, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED BALANCE SHEET AS OF SEPTEMBER 30, 2012 (in thousands) Pro Forma Adjustments Historical (Note a) Pro Forma ASSETS Current assets Cash and accompanying notes, which are incorporated by reference as Exhibit 99.2 cash equivalents $ 140,177 $ 114,979 (b) $ 255,156 Restricted cash 19,573 — 19,573 Accounts receivable 102,565 (12,223 ) 90,342 Inventories 241,230 (76,555 )(c) 164,675 Prepaid expenses and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification other 15,344 (“ASC”3,487 ) 805, Business Combinations, the transaction will be accounted for using the acquisition method of accounting with AAR as the acquirer and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property 11,857 Deferred income taxes 23,030 (22,523 )(d) 507 Derivative financial instruments 42,759 (13,266 ) 29,493 Total current assets 584,678 (13,075 ) 571,603 Property and equipment, identifiable intangible assets, assumed liabilities, net 761,276 (45,191 ) 716,085 Goodwill 40,877 — 40,877 Other assets 29,703 (3,876 )(d) 25,827 Total assets $ 1,416,534 $ (62,142 ) $ 1,354,392 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 147,426 $ (54,771 ) $ 92,655 Accrued and the associated other liabilities 33,508 — 33,508 Unearned revenue 4,302 (948 ) 3,354 Short-term notes payable and other borrowings 157,914 — 157,914 Current maturities of long-term debt 73,092 (2,031 ) 71,061 Total current liabilities 416,242 (57,750 ) 358,492 Long-term debt 457,991 (25,937 ) 432,054 Deferred income tax impacts are still taxes 64,913 (5,160 )(e) 59,753 Other liabilities 5,069 — 5,069 Total liabilities 944,215 (88,847 ) 855,368 Stockholders’ equity Common stock 37 — 37 Additional paid-in process. The estimated fair values used in the capital 443,746 — 443,746 Retained earnings 74,517 26,937 (f) 101,454 Accumulated other comprehensive income 19,595 — 19,595 Treasury stock (65,808 ) — (65,808 ) Total Green Plains stockholders’ equity 472,087 26,937 499,024 Noncontrolling interests 232 (232 ) — Total stockholders’ equity 472,319 26,705 499,024 Total liabilities and stockholders’ equity $ 1,416,534 $ (62,142 ) $ 1,354,392 See accompanying notes to unaudited pro forma condensed financial statements are preliminary and represent our current best estimate for detail of fair value as of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statementsadjustments. In additionGREEN PLAINS RENEWABLE ENERGY, the INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 (in thousands, except per share amounts) Pro Forma Adjustments Historical (Note a) Pro Forma Revenues $ 2,593,163 $ (268,150 ) $ 2,325,013 Cost of goods sold 2,538,363 (242,284 ) 2,296,079 Gross profit 54,800 (25,866 ) 28,934 Selling, general and administrative expenses 58,350 (16,999 ) 41,351 Operating income (loss) (3,550 ) (8,867 ) (12,417 ) Other income (expense) — Interest income 144 (20 ) 124 Interest expense (28,741 ) 2,164 (26,577 ) Other, net (1,859 ) — (1,859 ) Total other expense (30,456 ) 2,144 (28,312 ) Income (loss) before income taxes (34,006 ) (6,723 ) (40,729 ) Income tax expense (benefit) (12,749 ) (2,716 ) (15,465 ) Net income (loss) (21,257 ) (4,007 ) (25,264 ) Net loss attributable to noncontrolling interests 13 (13 ) — Net income (loss) attributable to Green Plains $ (21,244 ) $ (4,020 ) $ (25,264 ) Earnings per share: Income (loss) attributable to Green Plains stockholders - basic $ (0.70 ) $ (0.83 ) Income (loss) attributable to Green Plains stockholders - diluted $ (0.70 ) $ (0.83 ) Weighted average shares outstanding: Basic 30,499 30,499 Diluted 30,499 30,499 See accompanying notes herein contain certain assumptions that could have a material impact on the accompanying to unaudited pro forma condensed financial statements.statements for detail of pro forma adjustments. GREEN PLAINS RENEWABLE ENERGY, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2011 (in thousands, except per share amounts) Pro Forma Adjustments Historical (Note a) Pro Forma Revenues $ 3,553,712 $ (341,085 ) $ 3,212,627 Cost of goods sold 3,381,480 (306,828 ) 3,074,652 Gross profit 172,232 (34,257 ) 137,975 Selling, general and administrative expenses 73,219 (22,441 ) 50,778 Operating income (loss) 99,013 (11,816 ) 87,197 Other income (expense) — Interest income 310 (18 ) 292 Interest expense (36,645 ) 2,463 (34,182 ) Other, net (779 ) — (779 ) Total other expense (37,114 ) 2,445 (34,669 ) Income (loss) before income taxes 61,899 (9,371 ) 52,528 Income tax expense (benefit) 23,686 (3,586 ) 20,100 Net income (loss) 38,213 (5,785 ) 32,428 Net loss attributable to noncontrolling interests 205 (17 ) 188 Net income (loss) attributable to Green Plains $ 38,418 $ (5,802 ) $ 32,616 Earnings per share: Income (loss) attributable to Green Plains stockholders - basic $ 1.09 $ 0.92 Income (loss) attributable to Green Plains stockholders - diluted $ 1.01 $ 0.87 Weighted average shares outstanding: Basic 35,276 35,276 Diluted 41,808 41,808 See accompanying notes to unaudited pro forma condensed financial statements for detail of pro forma adjustments. GREEN PLAINS RENEWABLE ENERGY, INC. AND SUBSIDIARIES NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

Basis of Presentation. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”), which was effective on January 1, 2021. The unaudited pro forma financial statements and related notes are presented in accordance with based on i) the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma audited financial statements depict the accounting of Charter and its subsidiaries for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transactionyear ended December 31, applying the effects of the transaction to AAR2013 contained in Charter’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with (1) our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for the six months ended November 30, 2023 filed with the SEC on December 21 2023; (2) our audited consolidated financial statements and accompanying notes in our Annual Report on Form 10-K for the year ended May 31filed on February 21, 2023 as filed with the SEC on July 182014, 2023; and (3ii) the Product Support Business’s historical audited combined unaudited condensed consolidated financial statements of Charter and its subsidiaries as of and for the six months ended June 30, 2014 contained in this Form 8-K, iii) the audited historical financial statements of the TWC Cable Systems to be Sold or Exchanged in the Divestiture Transactions with Charter Communications, Inc. (“TWC Cable Systems Acquired”) for the year ended March December 31, 2023 and historical 2013 contained in this Form 8-K, (iv) the unaudited combined financial statements of the TWC Cable Systems to be Sold or Exchanged in the Divestiture Transactions with Charter Communications, Inc. as of and for the nine six months ended June 30, 2014 contained in this Form 8-K, (v) the audited historical financial statements of the Comcast Cable Systems to be Contributed to Midwest Cable, Inc. for the year ended December 31, 2023 and accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, to 2013 contained in this Current Report on Form 8-K. In accordance with Accounting Standards Codification K, (“ASC”vi) 805the unaudited financial statements of the Comcast Cable Systems to be Contributed to Midwest Cable, Business CombinationsInc. as of and for the six months ended June 30, 2014 contained in this Form 8-K, and (vii) the unaudited financial statements of Bresnan for the six months ended June 30, 2013 contained in Charter’s Form 8-K filed on September 6, 2013. The unaudited pro forma condensed consolidated balance sheet is presented as if the Transactions had occurred as of June 30, 2014. The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2014 and the year ended December 31, 2013 are presented as if the Transactions had occurred on January 1, 2013, the transaction beginning of the earliest period presented. The accompanying unaudited pro forma financial information is intended to reflect the impacts of the Transactions on Charter’s consolidated financial statements and presents the pro forma consolidated financial position and results of operations of Charter based on the historical financial statements and accounting records of Charter, Bresnan, the TWC Cable Systems Acquired, GreatLand Connections and the related pro forma adjustments as described in these notes. The starting point for the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2013 is the Charter unaudited pro forma financial information after giving effect to the acquisition of Bresnan. See Note 2. The pro forma adjustments related to the Transactions are included only to the extent they are (i) directly attributable to the Transactions, (ii) factually supportable and (iii) with respect to the statements of operations, expected to have a continuing impact on the combined results. The Transactions will be accounted for using the acquisition method of accounting with AAR as the acquirer and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in processaccounting. The estimated fair values used in the accompanying unaudited pro forma financial statements information reflects the preliminary assessment of fair values and useful lives assigned to the assets acquired and liabilities assumed. The fair values assigned in the unaudited pro forma financial information are preliminary and represent our Charter’s current best estimate of fair value as of the date of filing but and are subject to revision as valuations revision. The detailed valuation studies necessary to arrive at the required estimates of the fair values for the assets acquired and assumptions liabilities assumed have not commenced. Significant assets and liabilities that are finalizedsubject to preparation of valuation studies to determine appropriate fair value adjustments include property, plant and equipment and identifiable intangible assets, including franchises and customer relationships. Changes in to the fair values of the these assets and liabilities between the preliminary estimates will also result in changes to goodwill and final purchase accounting could have a material impact on the accompanying deferred tax liabilities. The unaudited pro forma financial statements. In addition, the notes herein contain certain information is provided for illustrative purposes only and is based on available information and assumptions that could Charter believes are reasonable. It does not purport to represent what the actual consolidated results of operations or the consolidated financial position of Charter would have a material impact been had the Transactions occurred on the accompanying dates indicated, nor is it necessarily indicative of future consolidated results of operations or consolidated financial position. The actual financial position and results of operations will differ, perhaps significantly, from the pro forma amounts reflected herein due to a variety of factors, including access to additional information, changes in value not currently identified and changes in operating results following the date of the pro forma financial statementsinformation.

Basis of Presentation. In May 2020The unaudited pro forma condensed combined balance sheet gives effect to the acquisition of Covidien as if the acquisition occurred on January 23, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”)2015, which was effective on January 1, 2021is the last day of the third quarter of Medtronic's 2015 fiscal year. The pro forma financial statements adjustments required to reflect the acquired assets and related notes assumed liabilities of Covidien are presented in accordance with based on the Final Ruleestimated fair value of Covidien’s assets and liabilities. AAR has elected No adjustments were deemed necessary by management to present managementalign the valuation dates of Covidien’s adjustments in addition assets and liabilities to transaction accounting adjustments in the presentation of the unaudited pro forma financial statementscondensed combined balance sheet. Transaction accounting adjustments are included in Similarly, the preceding historical Covidien statement of earnings information for the nine months ended January 23, 2015 is based upon the period from March 29, 2014 to December 26, 2014 and the historical Covidien statement of earnings information for the fiscal year ended April 25, 2014 is based upon the period from March 30, 2013 to March 28, 2014. Management is not aware of any material transactions entered into by Covidien from March 30, 2013 to April 26, 2013, March 29, 2014 to April 25, 2014, or December 27, 2014 to January 23, 2015. For pro forma purposes, the valuation of consideration transferred is based on, among other things, Medtronic’s closing share price as of January 23, 2015 of $76.95 per share. For pro forma purposes, the fair value of Covidien’s stock options and share awards converted is based on Medtronic’s closing share price as of January 23, 2015 of $76.95 per share. The unaudited pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with (1) our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for the six months ended November 30, 2023 filed with the SEC on December 21 2023; (2) our audited consolidated financial statements and accompanying notes in our Annual Report on Form 10-K for the year ended May 31, 2023 as filed with the SEC on July 18, 2023; and (3) the Product Support Business’s historical audited combined financial statements as of and for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 and accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, the transaction will be accounted for was prepared using the acquisition method of accounting with AAR as and was based on the acquirer historical financial information of Medtronic and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in processCovidien. The estimated acquisition method of accounting in accordance with ASC 805 requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at their fair values used as of the acquisition date. The acquisition method of accounting, in accordance with ASC 805, uses the fair value concepts defined in ASC 820, “Fair Value Measurement” (ASC 820). The historical consolidated financial information has been adjusted in the accompanying unaudited pro forma condensed combined financial statements information to give effect to pro forma events that are preliminary (i) directly attributable to the acquisition, (ii) factually supportable, and represent our current best estimate (iii) with respect to the unaudited pro forma condensed combined statement of fair value as of the date of filing but are subject earnings, expected to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material continuing impact on the accompanying pro forma financial statementsconsolidated results. In additionASC 820 defines fair value, establishes the framework for measuring fair value for any asset acquired or liability assumed under U.S. GAAP, expands disclosures about fair value measurements, and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measurements. Fair value is defined in ASC 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of an asset or liability. Market participants are assumed to be buyers or sellers in the most advantageous market for the asset or liability. Fair value measurement for an asset assumes the highest and best use by these market participants, and as a result, assets may be required to be recorded which are not intended to be used or sold. Additionally, the notes herein contain certain fair value may not reflect management’s intended use for those assets. Fair value measurements can be highly subjective and it is possible the application of reasonable judgment could lead to different assumptions resulting in a range of alternative estimates using the same facts and circumstances. Assets acquired and liabilities assumed in a business combination that could arise from contingencies must be recognized at fair value if the fair value can be reasonably estimated. If the fair value of an asset or liability that arises from a contingency cannot be determined, the asset or liability would be recognized in accordance with ASC 450, “Disclosure of Certain Loss Contingencies” (ASC 450). If the fair value is not determinable and the ASC 450 criteria are not met, no asset or liability would be recognized. At this time, to the extent contingencies exist, management does not have a material impact on sufficient information to determine the accompanying pro forma financial statementsfair value of Covidien's contingencies to be acquired. If information becomes available, which would permit management to determine the fair value of these acquired contingencies, these amounts will be adjusted in accordance with ASC 820.

Basis of Presentation. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”), which was effective on January 1, 2021. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in statements of income for the “transaction accounting adjustments” column in fiscal year ended April 28, 2018 and three months ended July 28, 2018 has been prepared as if the Acquisition had occurred on April 29, 2017. The unaudited pro forma financial statements depict combined balance sheet as of July 28, 2018 has been prepared as if the accounting for the transaction required by GAAPAcquisition had occurred on July 28, 2018. Transaction accounting adjustments reflect the application of required accounting principles The Unaudited Pro Forma Combined Financial Information herein has been prepared to the transaction, applying illustrate the effects of the transaction Acquisition in accordance with U.S. GAAP and pursuant to AARArticle 11 of Regulation S-X. The unaudited pro forma combined balance sheet was prepared using the historical balance sheets of Methode and Grakon as of July 28, 2018 and June 30, 2018, respectively. Xxxxxx’s historical financial informationfiscal year operates on a 52-53 week reporting cycle (which, for the 2017 fiscal year ends on December 31) and Methode’s fiscal year ends on the Saturday closest to April 30 (which, for the 2017 fiscal year was April 28). Certain of the Product Support Business’s historical amounts have The Unaudited Pro Forma Combined Financial information has been reclassified to conform to AAR’s financial statement presentationprepared utilizing periods that differ by less than 93 days, as discussed further in Note 3permitted by SEC rules and regulations. The unaudited pro forma combined statements of income were prepared using: • the historical audited statement of income of Methode for the year ended April 28, 2018; • the historical unaudited statement of income of Methode for the three months ended July 28, 2018; • the historical unaudited income statement of Xxxxxx for the twelve months ended March 31, 2018, which has been derived by adding the historical unaudited financial data of Grakon for the three months ended March 31, 2018, to the financial data from the historical audited consolidated income statement for the fiscal year ended December 31, 2017, and subtracting the historical unaudited financial data of Grakon for the three months ended March 31, 2017; and • the historical unaudited financial data of Xxxxxx for the three months ended June 30, 2018. These statements should be read in conjunction with such historical financial statements. The historical financial information is adjusted in the Unaudited Pro Forma Combined Financial Information to give effect to pro forma adjustments that are: (1) our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for directly attributable to the six months ended November 30, 2023 filed with the SEC on December 21 2023Acquisition; (2) our audited consolidated financial statements and accompanying notes in our Annual Report on Form 10-K for the year ended May 31, 2023 as filed with the SEC on July 18, 2023factually supportable; and (3) with respect to the Product Support Businessunaudited pro forma statements of income are expected to have a continuing impact on the combined results. As discussed in Note 4, the historical financial information of Grakon have been adjusted to reflect certain reclassifications to conform to Methode’s historical audited combined financial statements as of and statement presentation. The Company has accounted for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 and accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, the transaction will be accounted for using Acquisition under the acquisition method of accounting in accordance with AAR the authoritative guidance on business combinations under the provisions of ASC 805. The allocation of the purchase price as reflected in the acquirer Unaudited Pro Forma Combined Financial Information was based on a preliminary valuation of the assets acquired and liabilities assumed, and the Product Support Business accounting is subject to revision as more detailed analyses are completed and additional information about the acquireefair value of assets acquired and liabilities assumed becomes available. Certain valuations and assessments, including valuations The final purchase price allocation may include changes to the amount of property and equipment, identifiable intangible assets, goodwill and deferred taxes, as well as other items. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing Unaudited Pro Forma Combined Financial Information. Differences between these preliminary estimates and the final purchase accounting may occur, and these differences could be material. Assets acquired and liabilities assumed liabilitiesin a business combination that arise from contingencies must be recognized at fair value if the fair value can be reasonably estimated. If the fair value of an asset or liability that arises from a contingency cannot be determined, the asset or liability would be recognized in accordance with ASC 450, “Disclosure of Certain Loss Contingencies” (“ASC 450”). If the fair value is not determinable and the ASC 450 criteria are not met, no asset or liability would be recognized. Management is not aware of any material contingencies related to Grakon. The Unaudited Pro Forma Combined Financial Information is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or financial position that might have been achieved for the periods presented, nor is it necessarily indicative of the future results of the combined company. The Unaudited Pro Forma Combined Financial Information does not reflect any cost savings from future operating synergies or integration activities, if any, or any revenue, tax, or other synergies, if any, that could result from the Acquisition. The following table presents the reconciliation of Xxxxxx historical unaudited financial data for the three month periods ended March 31, 2018 and March 31, 2017, and the associated historical audited consolidated income tax impacts are still statement of Grakon for the year ended December 31, 2017 included in process. The estimated fair values used this Form 8-K/A, to the twelve month period ended March 31, 2018, presented in the accompanying unaudited pro forma financial statements are preliminary of income. Unaudited as reported by Xxxxxx Plus: Less: Fiscal Year Three Months Three Months Twelve Months December 31, March 31, March 31, March 31, (in millions) 2017 2018 2017 2018 Net Sales $ 132.3 $ 38.4 $ 28.4 $ 142.4 Cost of Products Sold 78.2 22.5 16.7 84.1 Gross Profit 54.1 15.9 11.7 58.3 Selling and represent our current best estimate Administrative Expenses 24.2 6.3 5.9 24.6 Amortization of fair value as of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statements. In additionIntangibles 11.4 2.9 2.7 11.5 Income from Operations 18.5 6.7 3.0 22.2 Interest (Income) Expense, the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statements.Net 5.7 1.3 1.3 5.6 Other Income, Net — (0.1 ) 0.1 (0.1 ) Income before Income Taxes 12.8 5.5 1.6 16.7 Income Tax Expense 3.3 1.5 0.5 4.2 Net Income $ 9.5 $ 4.0 $ 1.1 $ 12.5

Basis of Presentation. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”), which was effective on January 1, 2021. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding unaudited pro forma condensed combined financial information tablesstatements were prepared using the historical financial statements of Akebia and Keryx, while management’s adjustments which are included only prepared in note 5 within these notes to unaudited accordance with GAAP, and include pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in adjustments to present the pro forma financial position and results of operations of the combined company pursuant to the rules and regulations of Article 11 of Regulation S-X of the SEC. The historical financial statements depict of Akebia and Xxxxx have only been adjusted to show pro forma effects that are (i) directly attributable to the accounting Merger, (ii) factually supportable, and (iii) with respect to the unaudited pro forma condensed combined statements of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined balance sheet as of June 30, 2018 was prepared using the historical unaudited condensed consolidated balance sheets of Akebia and Xxxxx as of June 30, 2018 and gives effect to the Merger as if it occurred on June 30, 2018. The unaudited pro forma condensed combined statements of operations for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transactionyear ended December 31, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with (1) our unaudited consolidated financial statements 2017 and accompanying notes included in our Quarterly Report on Form 10-Q for the six months ended November June 30, 2023 filed with 2018 give effect to the SEC Merger as if it occurred on December 21 2023; (2) our January 1, 2017 and were prepared using: • the historical audited consolidated financial statements and accompanying notes in our Annual Report on Form 10-K for the year ended May 31, 2023 as filed with the SEC on July 18, 2023; and (3) the Product Support Business’s historical audited combined financial statements of Akebia as of and for the year ended March December 31, 2023 and 2017; • the historical unaudited combined audited consolidated financial statements of Xxxxx as of and for the nine months year ended December 31, 2023 2017; • the historical unaudited condensed consolidated financial statements of Akebia as of and for the six months ended June 30, 2018; and • the historical unaudited condensed consolidated financial statements of Xxxxx as of and for the six months ended June 30, 2018. The unaudited pro forma condensed combined financial statements do not include the impacts of any revenue, cost or other operating synergies that may result from the Merger or the impact of any non-recurring activity and one-time transaction-related costs. Akebia and Xxxxx have just recently begun collecting information in order to formulate detailed integration plans to deliver planned synergies. However, during the preparation of the accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinationsunaudited pro forma condensed combined financial statements, the transaction will be accounted for using status of the acquisition method of accounting with AAR as the acquirer and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in process. The estimated fair values used integration plans was too uncertain to include any financial impact in the accompanying unaudited pro forma combined financial statements are preliminary and represent our current best estimate of fair value as of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statements. In addition, the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statementsinformation.

Basis of Presentation. In May 2020The historical financial information of the Company has been derived from the unaudited financial statements of the Company as of March 31, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”)2022, as found in Form 10Q which was effective filed with the Securities and Exchange Commission on January 1May 11, 20212022. The pro forma historical financial information of PeriShip, LLC has been derived from the unaudited financial statements of the Seller as of and related notes are presented in accordance with for the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are three months ended March 31, 2022, included in the preceding pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles Exhibit 99.2 to the transaction, applying the effects of the transaction to AARCompany’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with (1) our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 108-Q for the six months ended November 30, 2023 K/A filed with the SEC on December 21 2023; (2) our June 23, 2022. The historical financial information of the Company has been derived from the audited consolidated financial statements and accompanying notes of the Company as of December 31, 2021, as found in our Annual Report on Form 10-K which was filed with the Securities and Exchange Commission on March 14, 2022. The historical financial information of PeriShip, LLC has been derived from the audited financial statements of the Seller for the year ended May December 31, 2023 as 2021, included in Exhibit 99.1 to the Company’s Form 8-K/A filed with the SEC on July 18June 23, 2023; 2022. The historical financial statements have been adjusted in the unaudited pro forma consolidated financial statements to give effect to pro forma events that are (1) directly attributable to the PeriShip Acquisition, (2) factually supportable and (3) with respect to the Product Support Business’s historical audited unaudited pro forma consolidated statement of operations, expected to have a continuing impact on the combined financial statements results of the Company following the PeriShip Acquisition. The PeriShip Acquisition is being accounted for as of and for a business combination using the year ended March 31, 2023 and historical unaudited combined financial statements acquisition method with the Company as of and for the nine months ended December 31, 2023 and accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accounting acquirer in accordance with Accounting Standards Codification (“ASC”) ASC Topic 805, Business Combinations. As the accounting acquirer, the transaction will be accounted for using Company has estimated the fair value of PeriShip assets acquired and liabilities assumed and conformed the accounting policies of PeriShip to its own accounting policies. The unaudited pro forma consolidated financial statements do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the acquisition method occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of accounting with AAR as operations of the acquirer and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in processcombined company. The estimated fair values used in actual financial position and results of operations may differ significantly from the accompanying pro forma financial statements are preliminary and represent our current best estimate amounts reflected herein due to a variety of fair value as of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statements. In addition, the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statementsfactors.

Basis of Presentation. In May 2020The unaudited pro forma condensed combined financial statements were prepared in accordance with Article 11 of SEC Regulation S-X as amended by the final rule, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Final RuleManagement’s Adjustments”), which was effective on January 1, 2021. XxxXxxx has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. The pro forma financial statements and related notes are Transaction Accounting Adjustments presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding unaudited pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes have been identified and presented to provide relevant information necessary for an understanding of the combined company upon consummation of the merger and the PIPE Investment. The unaudited pro forma condensed combined balance sheet as of December31, 2020 gives effect to the merger and the PIPE Investment as if they occurred on December 31, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 gives effect to the merger and the PIPE Investment as if they occurred on January 1, 2020. 58 Management has made significant estimates and assumptions in its determination of the pro forma Transaction Accounting Adjustments. As the unaudited pro forma condensed combined financial information Adjustments included in has been prepared based on these estimates, the “transaction accounting adjustments” column in final amounts recorded may differ materially from the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3information presented. The pro forma Transaction Accounting Adjustments reflecting the consummation of the merger and the PIPE Investment are based on certain currently available information and certain assumptions and methodologies that FinServ believes are reasonable under the circumstances. The pro forma Transaction Accounting Adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma Transaction Accounting Adjustments, and it is possible the difference may be material. The unaudited pro forma condensed combined financial statements information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the merger. FinServ and Katapult have not had any historical relationship prior to the merger. Accordingly, no pro forma Transaction Accounting Adjustments were required to eliminate activities between the companies. Amounts are presented in thousands, except for share and per share amounts or as otherwise specified. The unaudited pro forma condensed combined financial information considers two redemption scenarios as follows: • Assuming no redemptions: This scenario assumes that no FinServ public stockholders exercise their redemption rights demanding redemption of their shares of Class A Common Stock for a pro rata portion of the funds in the Trust Account, and thus the full amount held in the Trust Account as of closing is available for the merger; and • Assuming maximum redemptions: This scenario assumes that FinServ public stockholders holding 17,537,289 shares of Class A Common Stock will exercise their redemption rights demanding redemption of their Class A Common Stock for a pro rata portion (approximately $10.05 per share) of the funds in the Trust Account. Under the merger agreement, it is a condition to Katapult’s obligations to close that after giving effect to any redemptions and the PIPE Investment, FinServ has at least $225 million in available distributable cash. This scenario gives effect to redemptions of 17,537,289 share of Class A Common Stock for aggregate redemption payments of $176.2 million using a per-share redemption price of $10.05 (due to investment related gains in the Trust Account). Any payments to FinServ public stockholders for redemptions would have a corresponding decrease on the Cash Consideration paid to the sellers in connection with the merger such that the cash outflows under either redemption scenario are the same. Additionally, any redemptions of shares of Class A Common Stock would have a correlated, but not direct, increase in the Stock Consideration paid to the sellers in connection with the merger. The difference in the relationship between shares redeemed and Stock Consideration issued is a result of the per-share redemption price being $10.05 (due to investment-related gains in the Trust Account) compared to the $10.00 per share assumed in determining the Share Consideration per the merger agreement. Under either scenario, the unaudited pro forma condensed combined financial information would be the same, and as such, the two scenarios have not been presented separately. The unaudited pro forma condensed combined financial information and related notes have been derived from and should be read in conjunction with (1) our unaudited consolidated with: • the audited historical financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for the six months ended November 30, 2023 filed with the SEC on December 21 2023; (2) our audited consolidated financial statements and accompanying notes in our Annual Report on Form 10-K for the year ended May 31, 2023 as filed with the SEC on July 18, 2023; and (3) the Product Support Business’s historical audited combined financial statements of XxxXxxx as of and for the year ended March 31December31, 2023 2020, and the related notes thereto, included elsewhere in this proxy statement/prospectus; • the audited historical unaudited combined consolidated financial statements of Katapult as of and for the nine months year ended December 31, 2023 and accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, the transaction will be accounted for using the acquisition method of accounting with AAR as the acquirer and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities2020, and the associated income tax impacts are still related notes thereto, included elsewhere in processthis proxy statement/prospectus; and 59 • the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of FinServ,” “Management’s Discussion and Analysis of Financial Condition and Results of Operation of Katapult,” and other financial information relating to XxxXxxx and Katapult included elsewhere in this proxy statement/prospectus. The estimated fair values used in the accompanying unaudited pro forma condensed combined financial statements information is for illustrative purposes only and is not necessarily indicative of what the actual results of operations and financial position would have been had the merger and PIPE Investment taken place on the dates indicated, nor are preliminary and represent our current best estimate of fair value as they indicative of the date future consolidated results of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values operations or financial position of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statements. In addition, the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statementscombined company.

Basis of Presentation. In May 2020The financial statements included in this report present an unaudited pro forma condensed consolidated balance sheet and unaudited pro forma condensed consolidated statements of operations reflecting the pro forma effects of certain transactions, discussed in detail below, entered into by New Source Energy Partners L.P. (“NSLP" or the “Partnership"). The unaudited pro forma condensed consolidated balance sheet as of September 30, 2013 included in this report gives effect to the Partnership's November 12, 2013 acquisition of all of the limited partnership interests in MCE LP and all of the membership interests in MCE GP, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” general partner of MCE LP (the “Final RuleAcquired Companies”)) and the Partnership's October 4, 2013 acquisition (the "October Acquisition") assuming the acquisitions occurred on September 30, 2013 and is derived from the historical consolidated financial statements of the Partnership and the Acquired Companies and reflects the current estimate (which was is subject to change) of the purchase price allocation of the Acquired Companies. The effective dates of the acquisition of the Acquired Companies and the October Acquisition were November 1, 2013 and August 1, 2013, respectively. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2012 and nine months ended September 30, 2013, give effect to the Acquired Companies, the Partnership’s March 29, 2013 acquisition (the "March Acquisition") and the October Acquisition (collectively the “2013 Acquisitions”) assuming the 2013 Acquisitions occurred on January 1, 20212012 and are derived from the historical financial statements of the Partnership and the 2013 Acquisitions and reflect pro forma adjustments based on assumptions the Partnership has deemed appropriate. Pro forma adjustments for the nine months ended September 30, 2013 with respect to the March Acquisition only reflect the pro forma effects on the period prior to the date of the completion of the March Acquisition. The related pro forma financial statements and related notes adjustments are presented described below. In the opinion of the Partnership's management, all adjustments have been made that are necessary to present, in accordance with the Final Rule. AAR has elected to present managementSecurities and Exchange Commission’s adjustments in addition to transaction accounting adjustments in (the “SEC”) Regulation S-X, the pro forma condensed consolidated financial statements. Transaction accounting No adjustments have been made to reflect pro forma income taxes as the income tax accounts shown are included those of the Partnership’s predecessor, a taxable entity, and in February 2013, in connection with its initial public offering, the preceding Partnership became a nontaxable entity. Therefore, such adjustments would not be meaningful. The unaudited pro forma condensed combined consolidated balance sheet and statements of operations are presented for illustrative purposes only, and do not purport to be indicative of the financial information tables, while management’s adjustments are included only position or results of operations that would actually have occurred if the 2013 Acquisitions had occurred as presented in note 5 within these notes to unaudited pro forma combined financial information Adjustments included such statements or that may be obtained in the “transaction accounting adjustments” column future. In addition, future results may vary significantly from the results reflected in the pro forma financial such statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles due to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further factors described in Note 3. The pro forma financial statements should be read in conjunction with (1) our unaudited consolidated financial statements and accompanying notes "Risk Factors" included in our Quarterly Report on Form 10-Q for the six months ended November 30, 2023 filed with the SEC on December 21 2023; (2) our audited consolidated financial statements and accompanying notes in our Annual Report on Form 10-K for the year ended May December 31, 2023 as filed 2012 and elsewhere in the Partnership's reports and filings with the SEC on July 18, 2023; SEC. The unaudited pro forma condensed consolidated balance sheet and (3) the Product Support Business’s statements of operations should be read in conjunction with our historical audited combined consolidated financial statements as of and the notes thereto included in our Annual Report on Form 10-K for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 2012 and accompanying noteson our Quarterly Report on Form 10-Q for the quarter ended September 30, which are incorporated by reference 2013. The pro forma statements should also be read in conjunction with the historical financial statements and the notes thereto of the 2013 Acquisitions reflected therein as Exhibit 99.2 filed herewith and Exhibit 99.4, respectively, to this Current Report in filings on Form 8-K. K by the Partnership with the SEC. NEW SOURCE ENERGY PARTNERS L.P. NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In accordance with Accounting Standards Codification (“ASC”) 805thousands, Business Combinations, the transaction will be accounted for using the acquisition method of accounting with AAR as the acquirer and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in process. The estimated fair values used in the accompanying pro forma financial statements are preliminary and represent our current best estimate of fair value as of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statements. In addition, the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statements.except unit data)

Basis of Presentation. In May 2020, The Company’s unaudited pro forma condensed consolidated financial information has been compiled from underlying financial statements prepared pursuant to the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired rules and Disposed Businesses” regulations of the U.S. Securities and Exchange Commission (the “Final RuleSEC”) and in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). They reflect the completed travel health business disposition, which was effective on January 1including the receipt of $270.0 million of cash consideration, 2021adjusted for working capital and other certain closing adjustments. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding unaudited pro forma condensed combined consolidated financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with (1) our with: • The accompanying notes to the unaudited pro forma condensed consolidated financial statements; • The Company’s unaudited condensed consolidated financial statements and accompanying notes included in our the Company’s Quarterly Report on Form 10-Q for the six months period ended November 30March 31, 2023 filed with the SEC on December 21 2023; (2) our • The Company’s s audited consolidated financial statements and accompanying notes included in our the Company’s Annual Report on Form 10-K for the year ended May December 31, 2023 as filed with the SEC on July 18, 20232022; and (3) • The risks described under "Cautionary Note Regarding Forward-Looking Statements" and under "Risk Factors" in the Product Support BusinessCompany’s historical audited combined financial statements as of and Annual Report on Form 10-K for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 2022 and accompanying notes, which are incorporated by reference as Exhibit 99.2 any updates to those risk or new risks contained in the Company’s subsequent Quarterly Reports on Form 10-Q and Exhibit 99.4, respectively, to this Current Report Reports on Form 8-K. In accordance K filed with Accounting Standards Codification (“ASC”) 805, Business Combinations, the transaction will be accounted for using the acquisition method of accounting with AAR as the acquirer and the Product Support Business as the acquireeSEC. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in process. The estimated fair values used in the accompanying These unaudited pro forma condensed consolidated financial statements are preliminary and represent our current best estimate do not purport to be indicative of fair value the financial position or results of earnings of the Company as of the such date or for such periods, nor are they necessarily indicative of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statements. In addition, the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statementsfuture results.

Basis of Presentation. In May 2020, The accompanying Pro Forma Consolidated statement of operations and comprehensive income (“Pro Forma Statement of Operations”) gives effect to the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” acquisition by MxXxxx Mining Inc. (the “Final RuleCompany” or “MxXxxx”)) of the Black Fox Complex, which was effective on January 1as described in the Form 8-K dated October 6, 20212017 and amended 8-K/A dated December 15, 2017. The pro forma accompanying unaudited Pro Forma Statement of Operations have been prepared by management of the Company and are derived from the unaudited interim financial statements and related notes are presented in accordance with of the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting Black Fox Complex for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with (1) our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for the six nine months ended November September 30, 2023 filed with 2017 and the SEC on December 21 2023; (2) our audited consolidated financial statements and accompanying notes in our Annual Report on Form 10-K for of the year ended May 31, 2023 Company as filed with the SEC on July 18, 2023; and (3) the Product Support Business’s historical audited combined financial statements as of at and for the year ended March December 31, 2023 and 2017. The historical unaudited combined consolidated financial statements as have been adjusted in the Pro Forma Statement of Operations to give effect to pro forma events that are (1) directly attributable to the business combination, (2) factually supportable, and (3) with respect to the pro forma combined statements of operations, expected to have a continuing impact on the combined results following the business combination. The accounting policies used in the preparation of these Pro Forma Statement of Operations are those set out in the Company’s audited consolidated financial statements for the nine months year ended December 31, 2023 and accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Accounting 2017. The Black Fox Complex prepared its financial statements under International Financial Reporting Standards Codification (“ASCIFRS”) 805), Business Combinationsas outlined in the latest audited carve-out financial statements. As a result, in the transaction will be preparation of the Pro Forma Statement of Operations, several adjustments were made to the Black Fox Complex carve-out financial statements to conform to United States Generally Accepted Accounting Principles (“U.S. GAAP”). The purchase of the Black Fox Complex was treated as a business combination and was accounted for using under the acquisition method of accounting in accordance with AAR as ASC Topic 805, Business Combinations. As the acquirer and acquiror for accounting purposes, the Product Support Business as Company has estimated the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in process. The estimated fair values used in the accompanying pro forma financial statements are preliminary and represent our current best estimate of fair value as of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values of the assets acquired and liabilities between assumed and conformed the preliminary estimates and final purchase accounting could policies of the Black Fox Complex to its own accounting policies. The Pro Forma Statement of Operations does not necessarily reflect what the consolidated companies’ financial condition or results of operations would have a material impact been had the acquisition occurred on the accompanying dates indicated. It also may not be useful in predicting the future financial condition and results of operations of the combined companies. The actual results of operations may differ significantly from the pro forma financial statementsamounts reflected herein, due to a variety of factors. In additionThe Pro Forma Statement of Operations does not reflect the realization of any expected cost savings or other synergies from the acquisition of the Black Fox Complex as a result of restructuring activities and other planned cost savings initiatives following the completion of the business combination. MXXXXX MINING INC. NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME For the year ended December 31, the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statements.2017 (tabular amounts are in thousands of U.S. dollars, unless otherwise stated)

Basis of Presentation. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”), which was effective on January 1, 2021. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding following unaudited pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles give effect to the transaction, applying Business Combination under the effects acquisition method of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further accounting in Note 3. The pro forma financial statements should be read in conjunction with (1) our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for the six months ended November 30, 2023 filed with the SEC on December 21 2023; (2) our audited consolidated financial statements and accompanying notes in our Annual Report on Form 10-K for the year ended May 31, 2023 as filed with the SEC on July 18, 2023; and (3) the Product Support Business’s historical audited combined financial statements as of and for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 and accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (“ASC”) Topic 805, Business CombinationsCombinations (“ASC 805”). The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Xxxxxxxx Capital will be treated as the “acquired” company for financial reporting purposes. For accounting purposes, Canoo will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be accounted treated as a recapitalization of Canoo (i.e., a capital transaction involving the issuance of stock by Xxxxxxxx Capital for using the stock of Canoo). Accordingly, the consolidated assets, liabilities and results of operations of Canoo will become the historical financial statements of New Canoo, and Xxxxxxxx Capital’s assets, liabilities and results of operations will be consolidated with Canoo beginning on the acquisition method of accounting with AAR as the acquirer and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in processdate. The estimated fair values used in the accompanying net assets of Xxxxxxxx Capital will be recognized at historical cost (which is expected to be consistent with carrying value), with no goodwill or other intangible assets recorded. The unaudited pro forma condensed combined balance sheet as of September 30, 2020 was derived from Canoo’s and Xxxxxxxx Capital’s unaudited historical condensed consolidated balance sheets as of September 30, 2020. The unaudited pro forma condensed combined balance sheet as of September 30, 2020 assumes that the Business Combination was completed on September 30, 2020. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2020 was derived from Canoo’s and Xxxxxxxx Capital’s unaudited condensed consolidated statements of operations for the nine months ended September 30, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 was derived from Canoo’s audited consolidated statement of operations for the year ended December 31, 2019 and Xxxxxxxx Capital’s audited statement of operations for the year ended December 31, 2019 and gives pro forma effect to the Business Combination as if it had occurred on January 1, 2019, the beginning of the fiscal year presented and carried forward to the subsequent interim period. The historical consolidated financial information has been adjusted in these unaudited pro forma condensed combined financial statements to give effect to pro forma events that are preliminary (1) directly attributable to the Business Combination, (2) factually supportable and represent our current best estimate (3) with respect to the statements of fair value as of the date of filing but are subject operations, expected to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material continuing impact on the accompanying post-combination company. Canoo and Xxxxxxxx Capital have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma financial statements. In addition, adjustments were required to eliminate activities between the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statementscompanies.

Basis of Presentation. In May 2020The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, ROCG will be treated as the “acquired” company and Legacy Tigo as the “accounting acquirer” for financial reporting purposes. Accordingly, for accounting purposes, the SEC adopted Release Noconsolidated financial statements of New Tigo will represent a continuation of the consolidated financial statements of Legacy Tigo with the Business Combination treated as the equivalent of Legacy Tigo issuing stock for the net assets of ROCG, accompanied by a recapitalization. 33-10786 “Amendments The net assets of ROCG will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to Financial Disclosures about Acquired the Business Combination will be presented as those of Legacy Tigo in future reports of New Tigo. The unaudited pro forma condensed combined balance sheet as of March 31, 2023 gives pro forma effect to the Business Combination and Disposed Businesses” (the “Final Rule”)other related events contemplated by the Merger Agreement as if consummated on March 31, which was effective 2023. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2023 and year ended December 31, 2022 give pro forma effect to the Business Combination and the other related events contemplated by the Merger Agreement as if consummated on January 1, 20212022, the beginning of the earliest period presented, on the basis of Legacy Tigo as the accounting acquirer. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding unaudited pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements was derived from and should be read in conjunction with (1) our the following historical financial statements and the accompanying notes, which are included elsewhere in this proxy statement/prospectus: ● the historical financial statements of ROCG as of and for the three months ended March 31, 2023 and year ended December 31, 2022; ● the historical unaudited condensed consolidated financial statements of Legacy Tigo as of and accompanying notes included in our Quarterly Report on Form 10-Q for the six three months ended November 30, 2023 filed with the SEC on December 21 2023; (2) our audited consolidated financial statements and accompanying notes in our Annual Report on Form 10-K for the year ended May March 31, 2023 as filed with and the SEC on July 18, 2023; and (3) the Product Support Business’s historical audited combined financial statements of Legacy Tigo as of and for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 2022; and accompanying notes, which are incorporated by reference as Exhibit 99.2 ● other information relating to ROCG and Exhibit 99.4, respectively, to Legacy Tigo included in this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805K, Business Combinations, including the transaction will be accounted for using the acquisition method of accounting with AAR as the acquirer Merger Agreement and the Product Support Business as description of certain terms thereof set forth under the acquiree. Certain valuations section titled “BCA Proposal.” Management has made significant estimates and assessments, including valuations assumptions in its determination of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in process. The estimated fair values used in the accompanying pro forma financial statements are preliminary and represent our current best estimate of fair value adjustments based on information available as of the date of filing but this Form 8-K. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented as additional information becomes available. Management considers this basis of presentation to be reasonable under the circumstances. One-time direct and incremental transaction costs anticipated to be incurred prior to, or concurrent with, the Closing are subject to revision as valuations and assumptions are finalized. Changes reflected in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying unaudited pro forma financial statements. In addition, the notes herein contain certain assumptions that could have condensed combined balance sheet as a material impact on the accompanying pro forma financial statementsdirect reduction to New Tigo’s additional paid-in capital and are assumed to be cash settled.

Basis of Presentation. In May 2020, BGC's unaudited pro forma condensed consolidated financial information has been compiled from underlying financial statements prepared pursuant to the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired rules and Disposed Businesses” regulations of the U.S. Securities and Exchange Commission (the “Final RuleSEC”) and in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). They reflect the completed Insurance Business Disposition, which was effective on January 1including the receipt of $500 million of cash consideration, 2021adjusted for working capital and other certain closing adjustments. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding unaudited pro forma condensed combined consolidated financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with (1) our with: • The accompanying notes to the unaudited pro forma condensed consolidated financial statements; • BGC’s unaudited condensed consolidated financial statements and accompanying notes included in our the Company’s Quarterly Report on Form 10-Q for the six months period ended November June 30, 2023 filed with the SEC on December 21 20232021; (2) our • BGC’s audited consolidated financial statements and accompanying notes included in our the Company’s Annual Report on Form 10-K for the year ended May December 31, 2023 as filed with the SEC on July 18, 20232020; and (3) • The risks described under "Special Note on Forward-Looking Information" and under "Risk Factors" in the Product Support BusinessCompany’s historical audited combined financial statements as of and Annual Report on Form 10-K for the year ended March December 31, 2023 2020 and historical any updates to those risk or new risks contained in the Company’s subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. The unaudited combined pro forma condensed consolidated financial statements information is presented in accordance with the rules specified by Article 11 of Regulation S-X promulgated by the SEC and has been prepared subject to the assumptions and adjustments as described in the notes thereto. Specifically, the unaudited pro forma condensed consolidated financial information set forth below reflects the effects of the Insurance Business Disposition on (i) BGC’s statement of financial condition as of June 30, 2021, as if the Insurance Business Disposition had occurred on that date, and (ii) BGC’s statement of operations for the nine six months ended June 30, 2021 and the year ended December 31, 2023 2020, as if the Insurance Business Disposition had occurred on January 1, 2020. Management believes that the assumptions used and accompanying notes, which adjustments made are incorporated by reference as Exhibit 99.2 reasonable under the circumstances and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, given the transaction will be accounted for using the acquisition method of accounting with AAR as the acquirer and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in processinformation available. The estimated fair values used in the accompanying unaudited pro forma condensed consolidated financial statements are preliminary information is for illustrative and represent our current best estimate informational purposes only and is not necessarily indicative of fair value the financial condition or results of operations of the Company that would have occurred if the Insurance Business Disposition had occurred as of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values dates indicated, nor is it indicative of the assets and liabilities between future financial condition or results of operations of the preliminary estimates and final purchase accounting could have a material impact on the accompanying Company. The unaudited pro forma financial statementscondensed consolidated statements of operations also do not reflect the gain from the Insurance Business Disposition, the potential use of proceeds, potential actions to reduce corporate overhead, or any potential tax or hedging strategies. In addition, the notes herein contain certain assumptions that could have a material impact on the accompanying unaudited pro forma financial statementscondensed consolidated statements of operations do not include any adjustments with respect to certain expenses recorded that were related to non-recurring events both related and unrelated to the Insurance Business Disposition.

Basis of Presentation. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”), which was effective on January 1, 2021. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding unaudited pro forma condensed combined financial information tablesis based on the historical consolidated financial statements of Advanced Energy and of Artesyn, while management’s adjustments are included only in note 5 within these notes as adjusted to unaudited pro forma combined financial remove the Artesyn Legacy Businesses, hereinafter referred to as the acquired Embedded Power business. This information Adjustments included has been prepared on the basis of generally accepted accounting principles in the United States (“transaction accounting adjustments” column in U.S. GAAP”), and reflects the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3completed Acquisition Agreement and Credit Agreement. The pro forma financial information is presented for illustrative purposes only and does not necessarily reflect the results of operations of Advanced Energy that actually would have resulted had the acquisition occurred at the dates indicated, or project the results of operations of Advanced Energy for any future dates or periods. The unaudited pro forma condensed combined statements should be read in conjunction with (of operations for the six months ended June 30, 2019 and the year ended December 31, 2018, gives effect to the Acquisition Agreement and Credit Agreement as if they had been completed on January 1) our unaudited , 2018. The historical information of Advanced Energy has been derived from the audited consolidated financial statements and accompanying notes of the Company for the year ended December 31, 2018, included in our its Annual Report on Form 10-K filed with the SEC on February 21, 2019 (the “Form 10-K”), and the unaudited condensed consolidated financial statements of Advanced Energy for the six months ended June 30, 2019, included in the Quarterly Report on Form 10-Q filed with the SEC on August 5, 2019. The historical information for Embedded Power business has been derived from the audited consolidated financial statements of Artesyn Embedded Technologies, Inc. and subsidiaries for the year ended December 31, 2018, and the unaudited condensed consolidated financial statements of Artesyn Embedded Technologies, Inc. and subsidiaries for the six months ended November June 30, 2023 filed with 2019, as adjusted to remove the SEC Artesyn Legacy Businesses. Pro forma adjustments reflected in the unaudited pro forma condensed combined statements of operations are based upon items that are factually supportable, are directly attributable to the acquisition and are expected to have a continuing effect on December 21 2023; (2) our audited the Company’s results of operations. In contrast, any nonrecurring items that are already included in the Advanced Energy or Embedded Power historical consolidated financial statements and accompanying notes that are not directly related to the Acquisition Agreement or the Credit Agreement have not been eliminated as further discussed in our Annual Report on Form 10-K for the year ended May 31, 2023 as filed with the SEC on July 18, 2023; and (Note 3) the Product Support Business’s historical audited combined financial statements as of and for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 and accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, the transaction will be accounted for using the acquisition method of accounting with AAR as the acquirer and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in process. The estimated fair values used in the accompanying pro forma financial statements are preliminary and represent our current best estimate of fair value as of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statements. In addition, certain reclassifications have been made to the notes herein contain certain assumptions that could historical presentation of Embedded Power to conform to presentation used in the unaudited pro forma condensed combined statements of operations to reflect the accounting policies and practices of Advanced Energy. These reclassifications have a material no net impact on the accompanying historical operating income, income from continuing operations, or income from continuing operations attributable to Advanced Energy. Further review of the Embedded Power financial statements may result in additional revisions to Embedded Power classifications to conform to Advanced Energy’s presentation. The pro forma financial statementsadjustments and reclassifications are based upon information available as of November 22, 2019.

Basis of Presentation. In May 2020As a result of the Acquisition, the SEC adopted Release Company’s financial position, results of operations and cash flows as of and for the 13 weeks ended April 30, 2005 are presented as the “Predecessor.” The Company’s financial position, results of operations and cash flows as of and for the 13 weeks ended April 29, 2006 are presented as the “Successor.” The Acquisition and related financings were given effect as of the close of business on December 31, 2005. The financial information contained herein for the Successor reflects purchase accounting, and in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 33141, Business Combinations, the purchase price is allocated to the underlying assets and liabilities based upon their respective estimated fair values. Interim Financial Statements - The Company operates on a 52/53-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”), which was effective on January 1, 2021week fiscal year basis. The pro forma 2006 fiscal year (53 weeks) will end on February 3, 2007 and the 2005 fiscal year (52 weeks) ended January 28, 2006. The accompanying consolidated financial statements have been prepared by the Company without audit. However, the foregoing financial statements reflect all adjustments (which include only normal recurring adjustments) which are, in the opinion of Company Management, necessary to present fairly the consolidated financial position of the Company as of April 29, 2006 and April 30, 2005, and the results of operations for the then ended 13 week periods. These interim results are not necessarily indicative of the results of the fiscal years as a whole because the operations of the Company are highly seasonal. The fourth fiscal quarter has historically contributed a significant part of the Company’s earnings due to the Christmas selling season. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The Company’s fiscal 2005 audited financial statements contain a summary of significant accounting policies and include the consolidated financial statements and related the notes are presented in accordance with to the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma consolidated financial statements. Transaction The same accounting adjustments policies are included followed in the preceding pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application preparation of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3interim reports. The pro forma accompanying un-audited consolidated financial statements should be read in conjunction with (1) our unaudited the Company’s consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q thereto for the six months fiscal year ended November 30January 28, 2023 filed with the SEC on December 21 2023; (2) our audited 2006. The Company’s consolidated financial statements and accompanying notes were included in our Annual Report on Form 10-K for the year ended May 31, 2023 as filed with the SEC on July 18, 2023; and (3) the Product Support Business’s historical audited combined financial statements as of and for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 and accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805K/A filed by Spirit Finance Corporation on June 12, Business Combinations, the transaction will be accounted for using the acquisition method of accounting with AAR as the acquirer and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in process. The estimated fair values used in the accompanying pro forma financial statements are preliminary and represent our current best estimate of fair value as of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statements. In addition, the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statements2006.

Basis of Presentation. In May 2020The accompanying pro forma financial information gives effect to the proposed acquisition by Hydro One of Avista. The accompanying pro forma financial information has been prepared by management of Hydro One and is derived from the unaudited and audited consolidated financial statements of Hydro One as at and for the three months ended March 31, 2018 and for the SEC adopted Release Noyear ended December 31, 2017, respectively, and the unaudited and audited consolidated financial statements of Avista as at and for the three months ended March 31, 2018 and for the year ended December 31, 2017, respectively. 33-10786 The accompanying pro forma financial information uses accounting policies that are consistent with those disclosed in Hydro One’s and Avista’s audited consolidated financial statements as at and for the year ended December 31, 2017 and unaudited consolidated financial statements as at and for the three months ended March 31, 2018 and were prepared in accordance with accounting principles generally accepted in the United States (“Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final RuleUS GAAP”). The accompanying unaudited pro forma consolidated balance sheet and unaudited pro forma consolidated statements of operations reflect the Merger as if it had closed on March 31, which was effective on 2018 and January 1, 20212017, respectively. The accompanying unaudited pro forma consolidated financial statements may not be indicative of the results that would have been achieved if the transactions reflected therein had been completed on the dates indicated or the results which may be obtained in the future. For instance, the actual purchase price allocation will reflect the fair values, at the purchase date, of the assets acquired and liabilities assumed based upon Hydro One’s evaluation of such assets and liabilities following the closing of the Merger and, accordingly, the final purchase price allocation may differ materially from the preliminary allocation reflected herein. The accompanying pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with (1) our the description of the Merger and the proposed financing thereof contained in documents filed by Hydro One with the securities regulatory authorities in Canada; the most recent audited and unaudited consolidated financial statements of Avista, including the notes thereto; and accompanying notes included in our Quarterly Report on Form 10-Q for the six months ended November 30, 2023 filed with the SEC on December 21 2023; (2) our most recent audited and unaudited consolidated financial statements of Hydro One, including the notes thereto, all of which have been filed by Hydro One with the securities regulatory authorities in Canada. Certain amounts in the historical financial statements of Avista have been reclassified in the unaudited pro forma balance sheet and accompanying notes statements of operations to reflect the presentation classifications in our Annual Report Hydro One’s consolidated financial statements. In addition the historical financial statements of Avista have been translated from U.S. dollars to Canadian dollars to conform to the presentation currency of Hydro One. Management believes the underlying assumptions used for the preparation of the pro forma financial information provide a reasonable basis for presenting the significant financial effect directly attributable to the Merger. The pro forma adjustments used to prepare the pro forma financial information are tentative and are based on Form 10-K currently available financial information and certain estimates and assumptions. The actual adjustments to the consolidated financial statements will depend on a number of factors. Therefore, it is expected that the actual adjustments will differ from the pro forma adjustments used to prepare the pro forma financial information, and the differences may be material. The pro forma financial information presents the combined effect on the historical statements and provides the following resulting information: Historical Information of Hydro One and Avista Historical Dates and Giving Effect Resulting Information Unaudited consolidated balance sheet As of March 31, 2018 Unaudited pro forma condensed consolidated balance sheet, referred to as the unaudited pro forma balance sheet Audited consolidated statement of operations for the year ended May December 31, 2023 as filed with the SEC on July 18, 2023; 2017 and (3) the Product Support Business’s historical audited combined financial statements as unaudited consolidated interim statement of and operations for the year three months ended March 31, 2023 and historical unaudited combined financial statements as of and for 2018 For the nine months year ended December 31, 2023 2017; and accompanying notesfor the three months ended March 31, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.42018 Unaudited pro forma condensed consolidated statement of operations, respectively, referred to this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, the transaction will be accounted for using the acquisition method of accounting with AAR as the acquirer and unaudited pro forma statements of operations Fair value adjustments to net assets acquired at March 31, 2018 have been applied to the Product Support Business as assumed Merger date of January 1, 2017 for purposes of the acquiree. Certain valuations and assessmentsunaudited pro forma statements of operations (see note 3) Amounts in the notes to the unaudited pro forma consolidated financial statements are stated in Canadian dollars, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in processunless otherwise indicated. The estimated fair values used in the accompanying pro forma financial statements are preliminary and represent our current best estimate of fair value as information may not be indicative of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes results that would have been achieved if the transactions reflected herein had been completed on the dates indicated or the results which may be obtained in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma financial statements. In addition, the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statementsfuture.

Basis of Presentation. In May 2020The Company has determined that the NUCYNTA® Acquisition constitutes a business combination as defined by Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 805, “Business Combinations”. Accordingly, the SEC adopted Release Noassets acquired and the liabilities assumed are presented at their acquisition-date fair values as required by that statement. 33-10786 Fair values are determined based on the requirements of FASB ASC 820, “Amendments Fair Value Measurements and Disclosures”. Management has made a preliminary determination of the fair value of the assets acquired and liabilities assumed based on various estimates, as described in Note 1 to Financial Disclosures about Acquired the unaudited pro forma condensed combined balance sheet. Management is continuing to refine those estimates and Disposed Businesses” (consequently, the “Final Rule”), which was effective on January 1, 2021final determination of these estimated fair values may differ materially from those presented. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding following unaudited pro forma condensed combined financial information tablesis presented to illustrate: (i) the NUCYNTA® Acquisition, while management’s adjustments are included only and (ii) the issuance of the Notes in note 5 within these notes to connection with the NUCYNTA® Acquisition (collectively, the “Transactions”). The unaudited pro forma condensed combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transactionwas prepared using, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements and should be read in conjunction with with, (1) our unaudited the audited consolidated financial statements of Depomed as of and accompanying notes for the year ended December 31, 2014 as included in our Depomed’s Annual Report on Form 10-K (2) the unaudited condensed consolidated financial statements of Depomed as of and for the three months ended March 31, 2015 as included in the Company’s Quarterly Report on Form 10-Q for the six months ended November 30, 2023 filed with the SEC on December 21 2023; (2) our audited consolidated financial statements and accompanying notes in our Annual Report on Form 10-K for the year ended May 31, 2023 as filed with the SEC on July 18, 2023; and (3) the Product Support Business’s historical audited combined financial statements Special Purpose Combined Statements of Assets Acquired and Liabilities Assumed relating to the NUCYNTA® business as of December 28, 2014 and December 29, 2013 and the notes related thereto, and the audited Special Purpose Combined Statements of Revenues and Direct Expenses for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months years ended December 3128, 2023 2014, December 29, 2013 and accompanying notesDecember 30, 2012 and the related notes related thereto, which are incorporated by reference filed as Exhibit 99.1 and (4) The unaudited Special Purpose Quarterly Combined Statements of Assets acquired and Liabilities Assumed as of March 29, 2015 and the unaudited Special Purpose Combined Statements of Revenues and Direct Expenses relating to the NUCYNTA® business for the three months ended March 29, 2015 and the notes related thereto, which are filed as Exhibit 99.2 and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification K/A. The unaudited pro forma condensed combined balance sheet as of March 31, 2015 assumes that the Transactions occurred on March 31, 2015. The unaudited pro forma condensed combined statements of income (“ASC”loss) 805for the year ended December 31, Business Combinations, the transaction will be accounted for using the acquisition method of accounting with AAR as the acquirer 2014 and the Product Support Business three months ended March 31, 2015 assume that the Transactions occurred on January 1, 2014. The unaudited pro forma condensed combined financial information is preliminary and subject to change, is provided for illustrative purposes only and is not necessarily indicative of the results that would have been achieved had the NUCYNTA® acquisition been completed as of the acquireedates indicated or that may be achieved in future periods. Certain valuations The unaudited pro forma condensed combined statements of income (loss) do not include the effects of any non-recurring costs or one-time transaction-related costs. The historical financial information has been adjusted in the accompanying unaudited pro forma condensed combined financial statements to give effect to pro forma events that are directly attributable to the Transactions and assessmentsare factually supportable. DEPOMED, including valuations INC. UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS (in thousands) Depomed As of property March 31, 2015 Nucynta As of March 29, 2015 Adjustments Pro forma ASSETS Current assets: Cash and cash equivalents $ 52,783 $ — $ 12,063 (a) $ 64,846 Marketable securities 8,310 — — 8,310 Restricted cash 500,000 — (500,000 )(b) — Accounts receivable, net 23,454 — — 23,454 Receivables from collaborative partners 1,048 — — 1,048 Inventories 6,455 3,011 8,579 (c) 18,045 Income taxes receivable 3,424 — — 3,424 Deferred tax assets, net 9,601 — — 9,601 Prepaid and other current assets 8,397 — 9,961 (d) 18,358 Total current assets 613,472 3,011 (469,397 ) 147,086 Marketable securities, long-term 6,641 — — 6,641 Property and equipment, identifiable intangible net 7,170 8,455 — 15,625 Intangible assets, assumed net 69,822 5,429 1,014,565 (e) 1,089,816 Other assets 7,319 — — 7,319 $ 704,424 $ 16,895 $ 545,168 $ 1,266,487 LIABILITIES AND SHAREHOLDERS’ EQUITY — Current liabilities: — Accounts payable and accrued liabilities $ 55,803 $ — $ — $ 55,803 Income taxes payable 1,281 — — 1,281 Contingent consideration liability 2,298 — — 2,298 Other current liabilities 2,338 — (642 )(f) 1,696 Total current liabilities 61,720 — — 61,078 Contingent consideration liability 12,422 — — 12,422 Convertible debt 233,057 — — 233,057 Senior secured notes — — 562,063 (g) 562,063 Deferred tax liabilities, and the associated income net, non-current 25,924 — — 25,924 Other long-term liabilities 11,233 — — 11,233 Commitments Shareholders’ equity: Preferred stock — — — — Common stock 246,034 — — 246,034 Additional paid-in capital 77,968 — — 77,968 Retained earnings 36,081 — 642 (f) 36,723 Accumulated other comprehensive loss, net of tax impacts are still in process. The estimated fair values used in the accompanying (15 ) — — (15 ) Total shareholders’ equity 360,068 — — 360,710 $ 704,424 $ — $ 562,063 $ 1,266,487 See notes to unaudited pro forma condensed combined financial statements which are preliminary and represent our current best estimate an integral part of fair value as of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma these financial statements. In addition, Notes to Adjustments to the notes herein contain certain assumptions that could have a material impact on the accompanying pro forma financial statements.Unaudited Pro Forma Condensed Combined Balance Sheets

Basis of Presentation. In May 2020The determination of the accounting for the talazoparib research program acquisition as a business acquisition was based on a review of all of the pertinent facts and circumstances and was based on a number of factors outlined in Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 805, “Business Combinations,” which provides guidance in identifying a transaction as an asset acquisition or a business acquisition. After consideration of the SEC adopted Release No. 33factors outlined in the prescribed ASC guidance as well as the state of the development of the late-10786 “Amendments stage molecule acquired from BioMarin pursuant to Financial Disclosures about Acquired the Agreement, it was determined that the talazoparib research program acquisition should be accounted for as a business acquisition and Disposed Businesses” (accounted for using the “Final Rule”)acquisition method” of accounting. The following unaudited pro forma condensed combined financial statements combine the historical financial information of the Company and the talazoparib research program. The unaudited pro forma condensed combined balance sheet at September 30, which was effective 2015 gives effect to the acquisition as if the acquisition had been consummated on that date. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2014 and the nine months ended September 30, 2015 are presented as if the acquisition had been completed on January 1, 20212014. The unaudited pro forma condensed combined financial statements and related notes were prepared using the acquisition method of accounting are presented also in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information tablespresented below is based on, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements and should be read used in conjunction with (1i) our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for the six months ended November 30, 2023 filed with the SEC on December 21 2023; (2) our Company’s historical audited consolidated financial statements statements, and accompanying related notes thereto, for the year ended December 31, 2014, included in our the Company’s Annual Report on Form 10-K for the year ended May December 31, 2023 as filed with the SEC on July 182014, 2023; and (3ii) the Product Support BusinessCompany’s historical audited combined unaudited condensed consolidated financial statements as of statements, and for the year ended March 31related notes thereto, 2023 and historical unaudited combined financial statements as of and for the nine months ended September 30, 2015, included in the Company’s Quarterly Report for the nine months ended September 30, 2015, (iii) the historical audited financial statements, and related notes thereto, of the talazoparib research program for the year ended December 31, 2023 2014 included as Exhibit 99.1 to this Form 8-K/A, and accompanying notes(iv) the historical unaudited financial statements, which are incorporated by reference and related notes thereto, of the talazoparib research program for the nine months ended September 30, 2015 included as Exhibit 99.2 and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805, Business CombinationsK/A. The Company is not aware of any material differences between the accounting policies of the Company and the talazoparib research program. Accordingly, the transaction will be accounted for using accompanying unaudited pro forma condensed combined financial statements do not assume any material differences in accounting policies between the acquisition method of accounting with AAR as the acquirer Company and the Product Support Business as talazoparib research program. The Company has not finalized its review of the acquireehistorical accounting policies of the talazoparib research program. Certain valuations Any differences between the Company’s accounting policies and assessmentsthe talazoparib research program’s historical accounting policies could be significant. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes. The Company’s historical consolidated financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the transaction, including valuations (2) factually supportable, and (3) with respect to the statements of property operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial statements do not reflect the realization of potential cost savings, or any related restructuring costs, integration costs, or transition costs that may result from the transaction. These unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations that would have been achieved had the transaction actually take place at the dates indicated and do not purport to be indicative of future financial position or operating results. The unaudited pro forma condensed combined financial information includes adjustments which are preliminary and may be revised, and any revisions could be material. MEDIVATION, INC. UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF SEPTEMBER 30, 2015 (in thousands) Medivation, Inc. (Historical) Talazoparib Research Program (Historical) Pro Forma Adjustments See Note 4 Pro Forma Combined ASSETS Current assets: Cash and cash equivalents $ 488,944 $ — $ (410,000 ) (a) $ 78,944 Receivable from collaboration partner 277,612 — — 277,612 Deferred income tax assets 22,353 — — 22,353 Prepaid expenses and other current assets 15,946 814 (814 ) (b) 15,946 Restricted cash 930 — — 930 Total current assets 805,785 814 (410,814 ) 395,785 Property and equipment, identifiable intangible net 49,018 — — 49,018 Intangible assets 101,000 35,150 538,149 (c) 674,299 Deferred income tax assets, assumed non-current 35,628 — — 35,628 Goodwill 10,000 16,328 (7,685 ) (d) 18,643 Other non-current assets 6,957 1,070 (1,070 ) (b) 6,957 Total assets $ 1,020,594 $ 53,362 $ 118,580 $ 1,192,536 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable, accrued expenses and the associated income other current liabilities $ 132,258 $ 12,428 $ (12,428 ) (b) $ 132,258 Borrowings under Revolving Credit Facility 75,000 — — 75,000 Contingent consideration 10,000 — — 10,000 Current portion of build-to-suit lease obligation 235 — — 235 Total current liabilities 217,493 12,428 (12,428 ) 217,493 Contingent consideration 102,799 11,508 160,434 (e) 274,741 Deferred tax impacts are still liability — 12,681 (12,681 ) (b) — Build-to-suit lease obligation, excluding current portion 16,905 — — 16,905 Other non-current liabilities 11,729 — — 11,729 Total liabilities 348,926 36,617 135,325 520,868 Stockholders’ Equity Preferred stock — — — — Common stock 1,636 — — 1,636 Additional paid-in process. The estimated fair values used capital 626,340 — 626,340 Investment in the accompanying research program — 238,489 (238,489 ) (b) — Retained earnings (accumulated deficit) 43,692 (221,744 ) 221,744 (b) 43,692 Total stockholders’ equity 671,668 16,745 (16,745 ) 671,668 Total liabilities and stockholders’ equity $ 1,020,594 $ 53,362 $ 118,580 $ 1,192,536 See notes to unaudited pro forma condensed combined financial statements which are preliminary and represent our current best estimate an integral part of fair value as of the date of filing but are subject to revision as valuations and assumptions are finalized. Changes in the fair values of the assets and liabilities between the preliminary estimates and final purchase accounting could have a material impact on the accompanying pro forma these financial statements. In additionMEDIVATION, the INC. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 (in thousands, except per share data) Medivation, Inc. (Historical) Talazoparib Research Program (Historical) Pro Forma Adjustments See Note 4 Pro Forma Combined Collaboration revenue $ 565,510 $ — $ — $ 565,510 Operating Expenses: Research and development expenses 137,841 59,652 — 197,493 Selling, general and administrative expenses 234,456 7,370 241,826 Change in fair value of contingent consideration — (204 ) 204 (f) — Total operating expenses 372,297 66,818 204 439,319 Income (loss) from operations 193,213 (66,818 ) (204 ) 126,191 Other income (expense), net Loss on extinguishment of Convertible Notes (21,087 ) — — (21,087 ) Interest expense (11,995 ) — — (11,995 ) Other, net 247 — — 247 Total other income (expense), net (32,835 ) — — (32,835 ) Income (loss) before income tax (expense) benefit 160,378 (66,818 ) (204 ) 93,356 Income tax (expense) benefit (58,160 ) — 23,458 (g) (34,702 ) Net income (loss) $ 102,218 $ (66,818 ) $ 23,254 $ 58,654 Net income per common share: Basic $ 0.64 $ 0.37 Diluted $ 0.62 $ 0.36 Weighted-average common shares: Basic 159,198 159,198 Diluted 164,454 164,454 See notes herein contain certain assumptions that could have a material impact on the accompanying to unaudited pro forma condensed combined financial statements which are an integral part of these financial statements.. MEDIVATION, INC. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2014 (in thousands, except per share data) Medivation, Inc. (Historical) Talazoparib Research Program (Historical) Pro Forma Adjustments See Note 4 Pro Forma Combined Collaboration revenue $ 710,487 $ — $ — $ 710,487 Operating Expenses: Research and development expenses 189,570 64,083 — 253,653 Selling, general and administrative expenses 239,071 6,964 — 246,035 Change in fair value of contingent consideration — 867 (867 ) (f) — Total operating expenses 428,641 71,914 (867 ) 499,688 Income (loss) from operations 281,846 (71,914 ) 867 210,799 Other income (expense), net Interest expense (21,690 ) — — (21,690 ) Other, net 38 — — 38 Total other income (expense), net (21,652 ) — — (21,652 ) Income (loss) before income tax benefit 260,194 (71,914 ) 867 189,147 Income tax benefit 16,258 — 24,866 (g) 41,124 Net income (loss) $ 276,452 $ (71,914 ) $ 25,733 $ 230,271 Net income per common share: Basic $ 1.80 $ 1.50 Diluted $ 1.71 (h) $ 1.44 Weighted-average common shares: Basic 153,859 153,859 Diluted 170,001 170,001 See notes to unaudited pro forma condensed combined financial statements which are an integral part of these financial statements. MEDIVATION, INC. NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) (in thousands)