FORMA COMBINED FINANCIAL STATEMENTS. A. Pursuant to the Separation and Distribution Agreement between Parent and New BBX Capital, Parent will issue a $75 million promissory note in favor of New BBX Capital. Schedule 1.2(b) Parent and Subsidiaries Unaudited Consolidated Statement of Financial Condition As of June 30, 2020 (In thousands, except share data) Parent Historical (A) Spin-Off Adjustments (B) Transaction Adjustments Pro Forma ASSETS Cash and cash equivalents $ 348,045 (96,537 ) (20,224 )(C) 231,284 Restricted cash 25,459 (529 ) — 24,930 Notes receivable, net 404,232 — — 404,232 Trade inventory 20,501 (20,501 ) — — Vacation ownership interest (“VOI”) inventory 350,270 — — 350,270 Real estate 63,897 (63,897 ) — — Investments in unconsolidated real estate joint ventures 63,775 (63,775 ) — — Property and equipment, net 125,260 (28,990 ) — 96,270 Goodwill 14,864 (14,864 ) — — Intangible assets, net 67,865 (6,392 ) — 61,473 Operating lease assets 101,135 (79,853 ) — 21,282 Other assets 86,034 (28,383 ) — 57,651 Total assets 1,671,337 (403,721 ) (20,224 ) 1,247,392 LIABILITIES AND EQUITY Liabilities: Accounts payable 23,837 (9,911 ) — 13,926 Deferred income 13,813 (30 ) — 13,783 Escrow deposits 6,180 — — 6,180 Other liabilities 92,729 (20,413 ) (3,728 )(D) 68,588 Receivable-backed notes payable— recourse 74,599 — — 74,599 Receivable-backed notes payable— non-recourse (in VIEs) 325,206 — — 325,206 Notes payable and other borrowings 223,428 (41,520 ) — 181,908 Junior subordinated debentures 137,703 — — 137,703 Notes payable to New BBX Capital — — 75,000 (E) 75,000 Operating lease liabilities 119,004 (96,119 ) — 22,885 Deferred income taxes 85,473 (1,876 ) — 83,597 Total liabilities 1,101,972 (169,869 ) 71,272 1,003,375 Commitments and contingencies Redeemable noncontrolling interest 1,759 (1,759 ) — — Equity: Preferred stock of $.01 par value; authorized 10,000,000 shares — — — — Class A Common Stock of $.01 par value; authorized 30,000,000 shares; issued and outstanding 15,132,730; 15,624,091 pro forma 151 — 5 (F) 156 Class B Common Stock of $.01 par value; authorized 4,000,000 shares ; issued and outstanding 3,164,908; 3,693,596 pro forma 32 — 5 (F) 37 Additional paid-in capital 158,015 — (55,214 )(F) 102,801 Accumulated earnings 329,194 (230,168 ) (36,292 )(G) 62,734 Accumulated other comprehensive income 1,203 (1,203 ) — — Total shareholders’ equity 488,595 (231,371 ) (91,496 ) 165...
FORMA COMBINED FINANCIAL STATEMENTS. On March 2, 2010 (the “Closing Date”), we entered into a Stock Purchase Agreement (the “SPA”) with Avante Petroleum S.A., a Luxembourg public limited liability company (“Avante”). Pursuant to the terms of the SPA, we acquired all of the outstanding capital stock (the “Acquisition”) of Avante’s wholly owned subsidiary, Avante Colombia S.à.x.x., a Luxembourg private limited liability company (“Avante Colombia”), in exchange for 10,285,819 newly issued shares of our common stock (the “Purchase Price Shares”). A portion of the consideration (1,500,000 shares) is held in escrow to secure the Sellers’ indemnification obligations under the SPA. The following unaudited pro forma combined balance sheet combines balance sheet data for Xx Xxxxxx Energy, Inc. (“Xx Xxxxxx”) and Avante Colombia as of December 31, 2009 as if the acquisition had been completed on December 31, 2009. The following unaudited pro forma combined statement of operations combines the statements of operations data for Xx Xxxxxx and Avante Colombia for the year ended December 31, 2009 as if the acquisition had been completed on January 1, 2009. The unaudited pro forma financial information is based upon the historical consolidated financial statements of Xx Xxxxxx and the historical consolidated financial statements of Avante Colombia and the assumptions, estimates and adjustments which are described in the notes to the unaudited pro forma combined financial statements. The assumptions, estimates and adjustments are preliminary and have been made solely for purposes of developing such pro forma information. The unaudited pro forma combined financial statements include adjustments that have been made to reflect the preliminary purchase price allocations. These preliminary allocations represent estimates made for purposes of these pro forma financial statements and are subject to change upon a final determination of fair value. The unaudited pro forma combined financial statements are presented for illustrative purposes only and are not necessarily indicative of the consolidated financial position or consolidated results of operations of Xx Xxxxxx that would have been reported had the acquisitions occurred on the dates indicated, nor do they represent a forecast of the consolidated financial position of Xx Xxxxxx at any future date or the consolidated results of operations for any future period. Furthermore, no effect has been given in the unaudited pro forma combined statements of operations for sy...
FORMA COMBINED FINANCIAL STATEMENTS. The estimated fair value of the acquired trade names and patents is based on a variation of the income valuation approach known as the relief from royalty method, which quantifies the incremental income or cost savings that accrue to the owner of an intangible asset due to the avoidance, or relief from, royalty payments to a third party for the license of the intangible asset if it were not owned. Key estimates and assumptions used in this model are the income stream on which the royalty will be calculated, an appropriate fair royalty rate for the license of the intangible asset and a risk-adjusted discount rate used to calculate the present value of the future expected royalty savings. The fair value estimate for identified intangible assets is preliminary. The final fair value determination of the identified intangible assets may differ from this preliminary determination, and such differences could be material.
FORMA COMBINED FINANCIAL STATEMENTS. On May 2, 2018, the Superior Group of Companies, Inc., known at the time as Superior Uniform Group, Inc., (“the Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with CID Resources, Inc., a Delaware corporation (“CID”), CID Resources Holdings LLC, a Delaware limited liability company (the “Seller”), and certain of the equityholders of the Seller (such signatories, the “Equityholders”). Pursuant to the Purchase Agreement, the Company acquired all of the issued and outstanding common stock and Series A preferred stock of CID effective as of May 2, 2018. CID, headquartered in Coppell, Texas, manufactures medical uniforms, lab coats, and layers, and sells its products to specialty uniform retailers, ecommerce medical uniform retailers, and other retailers. The purchase price in the acquisition consists of the following, subject to adjustment in accordance with the terms of the Purchase Agreement: (a) approximately $84.4 million in cash, subject to adjustment for cash on hand, indebtedness, unpaid Seller expenses and working capital (excluding cash), in each case as of the closing date, and (b) the issuance of 150,094 shares of the Company’s common stock to an Equityholder. Any working capital adjustment will be based on the difference between working capital as of the closing date and a target amount of approximately $39.5 million. The following unaudited pro forma combined balance sheet as of March 31, 2018 combines the historical balance sheet of the Company as of March 31, 2018, as filed with the Securities and Exchange Commission (“SEC”) in its corresponding report on Form 10-Q, with the historical balance sheet of CID as of March 31, 2018, giving effect to the acquisition as if it had occurred on March 31, 2018. The unaudited pro forma combined statements of comprehensive income for the three-month period ended March 31, 2018 and for the year ended December 31, 2017 combine the historical consolidated statements of comprehensive income of the Company for the three-month period ended March 31, 2018 and for the year ended December 31, 2017, as filed with the SEC in its corresponding quarterly report on Form 10-Q and annual report on Form 10-K, respectively, with the historical statements of income of CID for the three-month period ended March 31, 2018 and for the year ended December 31, 2017, giving effect to the acquisition as though it had occurred on January 1, 2017, using the purchase method of accounting and applying the assu...
FORMA COMBINED FINANCIAL STATEMENTS. Note 1—Pro Forma Basis of Presentation The Acquisition is reflected in the unaudited pro forma combined financial statements as being accounted for under the acquisition method in accordance with ASC 805. Under the acquisition method, the total estimated purchase price of the acquired company is allocated to the assets acquired and the liabilities assumed based on their fair values. Vertex Energy, Inc. has made significant estimates and assumptions in determining the preliminary allocation of the purchase price in the unaudited pro forma condensed combined financial statements. These estimates are based on key assumptions of the acquisition. Due to the fact that the unaudited pro forma combined financial statements have been prepared based on preliminary estimates, the final amounts recorded may differ materially from the information presented. The allocation of purchase consideration is subject to change based on further review of the fair value of the assets acquired and liabilities assumed. A final determination of fair values will be based on the assets acquired and the liabilities assumed of Target at the consummation of the acquisition. The unaudited pro forma combined statements of operations for the six months ended June 30, 2012 and the year ended December 31, 2011 assume the business combination between Vertex Energy, Inc. and Target occurred on January 1, 2011. The unaudited pro forma combined balance sheet as of June 30, 2012, assumes the business combination had been completed on January 1, 2012. The unaudited pro forma combined financial statements are based on the historical consolidated financial statements of Vertex Energy, Inc. and Target. Under ASC 805, acquisition-related transaction costs (such as advisory, legal, valuation or other professional fees) are not included as a component of consideration transferred and have been excluded from the unaudited pro forma combined statements of operations. The Company expects to incur total acquisition-related transaction costs of approximately $1.0 million. The unaudited pro forma combined financial statements do not include the realization of any cost savings from anticipated operating efficiencies, synergies or other restructuring activities which might result from the acquisition. The unaudited pro forma combined condensed financial statements should be read in conjunction with the separate historical consolidated financial statements and accompanying notes of the Company that are filed with...
FORMA COMBINED FINANCIAL STATEMENTS. In addition, the merger and post-merger integration process may give rise to unexpected liabilities and costs, including costs associated with the defense and resolution of transaction-related litigation or other claims. Unexpected delays in completing the merger or in connection with the post-merger integration process may significantly increase the related costs and expenses incurred by Herman Miller. The actual financial positions and results of operations of Herman Miller and Knoll prior to the merger and that of the combined company following the merger may be different, possibly materially, from the unaudited pro forma condensed combined financial statements or unaudited prospective financial information included in this joint proxy statement/prospectus. In addition, the assumptions used in preparing the unaudited pro forma condensed combined financial statements and forecasted financial information included in this joint proxy statement/prospectus may not prove to be accurate and may be affected by other factors. Any significant changes in the market price of Herman Miller’s common stock may cause a significant change in the purchase price used for Herman Miller’s accounting purposes and the unaudited pro forma financial statements contained in this joint proxy statement/prospectus. Lawsuits have been filed against Knoll, the members of the Knoll Board, Herman Miller and Merger Sub in connection with the merger, and additional lawsuits arising out of the merger may be filed in the future. There can be no assurance that any of the defendants will be successful in the outcome of the pending or any potential future lawsuits. A preliminary injunction could delay or jeopardize the completion of the merger, and an adverse judgment granting permanent injunctive relief could indefinitely enjoin the completion of the merger. As of June 9, 2021, two lawsuits had been filed in the United States District Court for the Southern District of New York and one lawsuit had been filed in the United States District Court for the District of New Jersey, each in connection with the merger. On May 27, 2021, Shiva Stein, a purported Knoll stockholder, filed a complaint, Stein v. Knoll, Inc. et al.,
FORMA COMBINED FINANCIAL STATEMENTS. In addition, the merger and post-merger integration process may give rise to unexpected liabilities and costs, including costs associated with the defense and resolution of transaction-related litigation or other claims. Unexpected delays in completing the merger or in connection with the post-merger integration process may significantly increase the related costs and expenses incurred by the combined business. The actual financial position and results of operations of the combined business following the merger may not be consistent with, or evident from, the unaudited pro forma combined financial statements, summary pro forma combined oil, NGL and natural gas reserve and production data or forecasted financial information included in this joint proxy statement/prospectus. In addition, the assumptions used in preparing the unaudited pro forma combined financial statements, summary pro forma combined oil, NGL and natural gas reserve and production data and forecasted financial information included in this joint proxy statement/prospectus may not prove to be accurate and may be affected by other factors. Any potential decline in the financial condition or results of operations of the combined business may cause significant variations in the price of Cabot common stock. For more information, see the unaudited pro forma financial statements contained in this joint proxy statement/prospectus. The opinions of Caxxx’x and Cimarex’s respective financial advisors will not reflect changes in circumstances between the signing of the merger agreement and the completion of the merger. Caxxx xnd Cimarex have received opinions from their respective financial advisors in connection with the signing of the merger agreement, but have not obtained updated opinions from their respective financial advisors as of the date of this joint proxy statement/prospectus. Changes in the operations and prospects of Cabot or Cimarex, general market and economic conditions and other factors that may be beyond the control of Cabot or Cimarex, and on which Cabot’s and Cimarex’s financial advisors’ opinions were based, may significantly alter the value of Cabot or Cimarex or the prices of the shares of Cabot common stock or Cimarex common stock by the time the merger is completed. The opinions do not speak as of the time the merger will be completed or as of any date other than the date of such opinions. Because Caxxx xnd Cimarex do not currently anticipate asking their respective financial a...
