Basis of Presentation. The following unaudited pro forma condensed combined financial statements (the “Pro Forma Financial Statements”) give effect to the Acquisition. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and the year ended December 31, 2020 give effect to the Acquisition as if it had occurred on January 1, 2020. The unaudited pro forma condensed combined balance sheet as of September 30, 2021 gives effect to the Acquisition as if it had occurred on September 30, 2021. While the Pro Forma Financial Statements are helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies would have actually performed if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on our financial condition. The pro forma information has been prepared using the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America. Under the acquisition method of accounting, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Form 8-K/A and may be subject to change. The Company will finalize the acquisition accounting within the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occur, and those differences could have a material impact on the pro forma information and the combined company’s future results of operations and financial position. At the time of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminated. In addition, the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the pro forma unaudited condensed combined balance sheet as of September 30, 2021. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited condensed combined statement of operations for the year ended December 31, 2020. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research and development expenses 1,678,895 4,126,935 5,805,830 Sales and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on property, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth the pro forma unaudited condensed combined statement of operations for the nine months ended September 30, 2021. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part of the Pro Forma Financial Statements.
Appears in 1 contract
Sources: Acquisition Agreement (CBAK Energy Technology, Inc.)
Basis of Presentation. The following unaudited pro forma condensed combined financial statements (the “Pro Forma Financial Statements”) give information was prepared in accordance with Article 11 of Regulation S-X and gives effect to events that are (1) directly attributable to the AcquisitionMerger and the Financing Transactions, (2) factually supportable and (3) with respect to the condensed combined statement of operations, expected to have a continuing impact on the combined company’s results. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30financial information and related notes have been prepared utilizing period ends that differ by fewer than 93 days, 2021 and the year ended December 31, 2020 give effect to the Acquisition as if it had occurred on January 1, 2020. permitted by Regulation S-X. The unaudited pro forma condensed combined balance sheet as of September 30, 2021 gives effect to the Acquisition as if it had occurred on September 30, 2021. While the Pro Forma Financial Statements are helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies would have actually performed if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on our financial condition. The pro forma information has been was prepared using the acquisition method of accounting in accordance with ASC 805, with Marvell as the accounting principles generally accepted acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the United States historical consolidated financial statements of AmericaMarvell and Cavium. Under the acquisition method of accountingASC 805, the Acquisition is accounted for by recognizing the all assets acquired assets, including separately identifiable intangible assets, and liabilities assumed liabilities in a business combination are recognized and measured at their acquisition-assumed acquisition date fair valuesvalue, while transaction costs and restructuring costs associated with the business combination are expensed as incurred. Any The excess of merger consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. Acquired in-process research and development (“IPR&D”) is recorded at fair value as an indefinite-lived intangible asset at the assumed merger date until completion or abandonment of the associated research and development efforts. Upon completion of development, acquired IPR&D assets are considered amortizable, finite-lived assets. The allocation of the purchase consideration over for the acquisition-date Merger depends upon certain estimates and assumptions, all of which are preliminary. The allocation of the purchase consideration has been made for the purpose of developing the unaudited pro forma condensed combined financial information. A final determination of fair values of these identifiable assets acquired and liabilities assumed relating to the acquisition could differ materially from the preliminary allocation of purchase consideration. This final valuation will be based on the actual net tangible and intangible assets of Cavium existing at the acquisition date. The final valuation may materially change the allocation of purchase consideration, which could materially affect the fair values assigned to the assets and liabilities is recognized as goodwilland could result in a material change to the unaudited pro forma condensed combined financial information. The pro forma adjustments represent Marvell management’s best estimates and are based upon currently available information and certain assumptions that Marvell believes are reasonable under the assumptions circumstances. Marvell is not aware of any material transactions between Marvell and information available at Cavium (prior to the time announcement of the preparation Merger) during the periods presented, hence adjustments to eliminate transactions between Marvell and Cavium have not been reflected in the unaudited pro forma condensed combined financial information. Upon completion of this Form 8-K/A and the Merger, Marvell will perform a comprehensive review of Cavium’s accounting policies. As a result of the review, Marvell may be subject to change. The Company will finalize identify additional differences between the acquisition accounting within policies of the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occurtwo companies, and those differences which when conformed, could have a material impact on the unaudited pro forma condensed combined financial information. Based on a preliminary analysis, Marvell did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information assumes there are no differences in accounting policies. The unaudited pro forma condensed combined financial information presented is for illustrative purposes only and is not necessarily indicative of the combined company’s future financial position or results of operations that would have been realized if the Merger and Financing Transactions had been completed on the dates indicated, nor is it indicative of future operating results or financial position. At the time of the filing of this Form 8-K/A, the Company The unaudited pro forma condensed combined financial information does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminated. In addition, the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result of the AcquisitionMerger, the costs to integrate the operations of the Company Marvell and Zhejiang Hitrans, Cavium or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the pro forma unaudited condensed combined balance sheet as of September 30, 2021. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited condensed combined statement of operations for the year ended December 31, 2020. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research and development expenses 1,678,895 4,126,935 5,805,830 Sales and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on property, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth the pro forma unaudited condensed combined statement of operations for the nine months ended September 30, 2021. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part of the Pro Forma Financial Statements.
Appears in 1 contract
Basis of Presentation. The following unaudited pro forma condensed combined financial statements (and related notes are prepared in accordance with Article 11 of Regulation S-X and present the “Pro Forma Financial Statements”) give effect to historical financial information of Recursion and Exscientia and present the Acquisitionpro forma effects of the proposed Transaction and certain transaction accounting adjustments described herein. The historical financial information of Recursion has been prepared in accordance with U.S. GAAP and presented in thousands of USD. Exscientia’s historical financial information has been prepared in accordance with IFRS, as issued by the IASB, presented in thousands of GBP and translated to thousands of USD for condensed combined pro forma financial information purposes. As such, certain IFRS to U.S. GAAP adjustments are included in the unaudited pro forma condensed combined financial information as discussed in Note 4 below. The proposed business combination of Exscientia will be accounted for using the acquisition method of accounting as per the provisions of ASC 805, using the fair value concepts defined in ASC Topic 820 – Fair Value Measurement (“ASC 820”), and based on the historical consolidated financial statements of Recursion and the historical consolidated financial statements of Exscientia. Under ASC 805, all assets acquired, and liabilities assumed in a business combination are generally recognized and measured at their assumed acquisition date fair value, while transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of preliminary purchase price over the fair value of assets acquired and liabilities assumed, if any, will be recorded in goodwill or a potential bargain purchase gain if the fair value of assets acquired and liabilities assumed are greater than the preliminary purchase price. The pro forma adjustments represent management’s best estimates and are based upon available information as of August 27, 2024 and certain assumptions that the management of Recursion believes are reasonable under the circumstances. The unaudited condensed combined pro forma financial statements are not necessarily indicative of what the combined company’s financial position or results of operations for would have been had the nine months ended September proposed Transaction been completed on the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company. There were no material transactions between Recursion and Exscientia during the periods presented in the unaudited pro forma condensed combined financial statements. For purposes of preparing the unaudited pro forma condensed combined financial information, the historical financial information of Exscientia and related pro forma adjustments were translated from GBP to USD using the following historical exchange rates as posted by the Federal Reserve: Balance sheet and related adjustments as of June 30, 2021 2024: period end exchange rate as of June 30, 2024 1.264 Statement of operations and related adjustments for the year ended December 31, 2020 give effect to 2023: average exchange rate for that period 1.244 Statement of operations and related adjustments for the Acquisition as if it had occurred on January 1, 2020. The unaudited pro forma condensed combined balance sheet as of September six months ended June 30, 2021 gives effect 2024: average exchange rate for that period 1.265 Certain reclassifications were made to the Acquisition as if it had occurred align Exscientia’s financial statement presentation with that of Recursion’s based on September interim unaudited condensed consolidated financial information available June 30, 2021. While the Pro Forma Financial Statements are helpful in showing the financial characteristics of the consolidated companies2024, it is not intended to show how the consolidated companies would have actually performed if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to including the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on our financial condition. The pro forma information has been prepared using the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America. Under the acquisition method of accounting, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Form 8-K/A and may be subject to change. The Company will finalize the acquisition accounting within the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occur, and those differences could have a material impact on the pro forma information and the combined company’s future results of operations and financial position. At the time of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminated. In addition, the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the pro forma unaudited condensed combined balance sheet as of September 30, 2021currency conversion. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged 139,327 $ 176,109 $ — $ 176,109 Cash and cash equivalents Short term bank deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 153,457 193,970 — 193,970 Short term bank deposits Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income 234 296 — 296 Trade receivables Other receivables 14,667 18,539 — 18,539 Other receivables Current tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 32,507 41,089 — 41,089 Current tax assets Property, plant plant, and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right44,078 55,715 — 55,715 Property and equipment, net Right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land 17,736 22,418 — 22,418 Financing lease right-of-use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 assets Other intangible assets, net 25,736 32,530 — 32,530 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Goodwill 6,048 7,645 — 7,645 Goodwill Other receivables 657 830 — 830 Other receivables Deferred tax asset, net 749 947 — 947 Deferred tax asset, net Investment in salesjoint venture 436 551 — 551 Other assets, non-type leasecurrent Investments in equity instruments 2,145 2,711 — 2,711 Other assets, net 980,731 - 980,731 Amount due from related party, non non-current - 124,097 124,097 Goodwill - - 5(bTrade payables 7,750 $ 9,796 $ — $ 9,796 Accounts payable Contract liabilities and other advances 21,986 27,790 (2,238) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 25,552 Unearned revenue — — 2,238 2,238 Accrued expenses and other liabilities Lease liabilities 4,060 5,132 — 5,132 Notes payable and financing lease liabilities Other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder 23,581 29,806 — 29,806 Accrued expenses and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total other liabilities Non-current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants— Contract liabilities and other advances 60,578 76,571 — 76,571 Unearned revenue, non-current 8,833,848 - 8,833,848 Loans 299 378 — 378 Notes payable and financing lease liabilities, non-current Lease liabilities 17,027 21,522 — 21,522 Notes payable and financing lease liabilities, non-current Deferred tax liability, net 5,097 6,443 — 6,443 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Provisions 1,364 1,724 — 1,724 Other liabilities, non-current Share capital 64 81 — 81 Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Share premium 364,658 460,928 — 460,928 Additional paid-in in-capital 241,232,244 25,262,444 5(cCapital redemption reserve 3 4 — 4 Additional paid-in-capital Foreign exchange reserve (672) (25,262,444 849) 241,232,244 Statutory reserves 1,230,511 266,308 5(c— (849) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited condensed combined statement of operations for the year ended December 31, 2020. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research and development expenses 1,678,895 4,126,935 5,805,830 Sales and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on property, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive Share-based payment reserve 35,975 45,472 — 45,472 Additional paid-in-capital Fair value reserve (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 199) (0.14 252) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth the pro forma unaudited condensed combined statement of operations for the nine months ended September 30, 2021. Net revenues $ 24,867,393 $ 97,875,308 — (1,360,655 252) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other Accumulated other comprehensive income (loss) Net Merger Reserve 54,213 68,525 — 68,525 Additional paid-in-capital Accumulated losses (158,007) (199,721) — (199,721) Accumulated deficit Revenue 9,709 12,282 — 12,282 Operating revenue Cost of sales 15,166 19,185 — 19,185 Cost of revenue Research and development expenses 48,672 61,570 — 61,570 Research and development General and administrative expenses 20,232 25,593 — 25,593 General and administrative Foreign exchange gains (927) (1,173) — (1,173) Foreign exchange gains Finance income (7,704) (9,746) — (9,746) Other income, net Finance expense 562 711 — 711 Other income, net Other income (7,216) (9,128) — (9,128) Other income, net Share of loss 52,351,612 3,825,410 55,952,918 – of joint venture 924 1,169 — 1,169 Other income, net Income tax benefit (2,754) (3,484) — (3,484) Income tax benefit Foreign currency (loss)/gain on translation adjustment 1,473,992 315,156 1,789,148 Comprehensive of foreign operations (1,164) (1,472) — (1,472) Foreign currency (loss)/gain on translation of foreign operations Revenue 20,079 24,978 — 24,978 Operating revenue Cost of sales 27,403 34,089 — 34,089 Cost of revenue Research and development expenses 128,444 159,784 — 159,784 Research and development General and administrative expenses 45,331 56,392 — 56,392 General and administrative Foreign exchange losses 1,541 1,917 — 1,917 Foreign exchange losses Finance income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (16,628) (20,685) — (20,685) Other income, net Finance expense 1,067 1,327 — 1,327 Other income, net Other income (6,636) (8,255) — (8,255) Other income, net Share of loss attributable to non-controlling interests of joint venture 1,645 2,046 — 2,046 Other income, net Income tax benefit (16,024 16,125) 684 (15,340 20,059) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 — (20,059) Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number tax benefit Foreign currency (loss)/gain on translation of shares foreign operations (1,332) (1,657) — (1,657) Foreign currency (loss)/gain on translation of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part of the Pro Forma Financial Statements.foreign operations
Appears in 1 contract
Sources: Transaction Agreement (Recursion Pharmaceuticals, Inc.)
Basis of Presentation. The following accompanying unaudited pro forma condensed combined statement of operations was prepared based on the historical financial statements (of Hallador and the “Pro Forma historical carve-out financial statements of the Merom Station. The Merom Station Acquisition was accounted for as an asset acquisition in accordance with ASC 805. Presented in the unaudited pro forma condensed combined statement of operations is the impact of the Merom Station Acquisition. Certain acquisition adjustments have been made in order to show the effects of the Merom Station Acquisition in the unaudited pro forma condensed combined statement of operations. Financial Statements”) give effect results for the period October 1, 2022 through the Merom Station Acquisition date of October 21, 2022, have been excluded as such amounts were not deemed material to the Acquisitionunaudited pro forma condensed combined statement of operations taken as a whole. The unaudited pro forma condensed combined statements statement of operations and related notes are presented for illustrative purposes only. If the nine months ended September 30, 2021 Merom Station Acquisition and the year ended December 31, 2020 give effect to the Acquisition as if it other transactions contemplated herein had occurred on January 1in the past, 2020the Company’s operating results might have been materially different from those presented in the unaudited pro forma condensed combined statement of operations. The unaudited pro forma condensed combined balance sheet statement of operations should not be relied upon as an indication of September 30, 2021 gives effect to operating results that the Acquisition as if it had occurred on September 30, 2021. While the Pro Forma Financial Statements are helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies Company would have actually performed achieved if the events described above Merom Station Acquisition and other transactions contemplated herein had in fact occurred taken place on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on our financial condition. The pro forma information has been prepared using the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America. Under the acquisition method of accounting, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Form 8-K/A and may be subject to change. The Company will finalize the acquisition accounting within the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occur, and those differences could have a material impact on the pro forma information and the combined company’s future results of operations and financial position. At the time of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminatedspecified date. In addition, future results may vary significantly from the Pro Forma Financial Statements do results reflected in the unaudited pro forma condensed combined statement of operations and should not be relied upon as an indication of the future results the Company. The unaudited pro forma condensed combined statement of operations does not reflect any the benefits of potential cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, savings or the costs that may be necessary to achieve these cost such savings, operating synergies and opportunities to increase revenue enhancementsgeneration or other factors that may result from the Merom Station Acquisition and, accordingly, does not attempt to predict or suggest future results. In addition, ▇▇▇▇▇▇▇▇ did not include a transaction accounting adjustment for ASC 842, Leases, for the Merom Station as the adoption of this standard is not expected to be material. In Hallador’s opinion, all adjustments that are necessary to present fairly the unaudited pro forma condensed combined statement of operations have been made. The following table sets for the unaudited pro forma unaudited condensed combined balance sheet as of September 30, 2021. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited condensed combined statement of operations for the year ended December 31, 2020. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research and development expenses 1,678,895 4,126,935 5,805,830 Sales and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge 2022 was prepared assuming the Merom Station Acquisition occurred on propertyJanuary 1, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth the pro forma unaudited condensed combined statement of operations for the nine months ended September 30, 2021. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part of the Pro Forma Financial Statements2022.
Appears in 1 contract
Basis of Presentation. The following unaudited pro forma condensed combined financial statements (balance sheet combines the “Pro Forma Financial Statements”) give unaudited consolidated balance sheet of the Company as of March 31, 2011 and the unaudited condensed balance sheet of WHI as of February 28, 2011, and gives effect to the AcquisitionAcquisition as if it had been completed on March 31, 2011, including any adjustments to the fair value of assets and liabilities acquired, in accordance with the acquisition method of accounting. The unaudited pro forma condensed combined statements statement of operations for the nine three months ended September 30March 31, 2021 2011, combines the unaudited consolidated condensed statement of operations of the Company for the three month period then ended and the year unaudited condensed statement of operations of WHI for the three months ended December 31February 28, 2020 give 2011, and gives effect to the Acquisition as if it had occurred on January 1, 20202010. The unaudited pro forma condensed combined balance sheet as of September 30, 2021 gives effect to the Acquisition as if it had occurred on September 30, 2021. While the Pro Forma Financial Statements are helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies would have actually performed if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on our financial condition. The pro forma information has been prepared using the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America. Under the acquisition method of accounting, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Form 8-K/A and may be subject to change. The Company will finalize the acquisition accounting within the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occur, and those differences could have a material impact on the pro forma information and the combined company’s future results of operations and financial position. At the time of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminated. In addition, the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the pro forma unaudited condensed combined balance sheet as of September 30, 2021. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited condensed combined statement of operations for the year ended December 31, 2020. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research and development expenses 1,678,895 4,126,935 5,805,830 Sales and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on property2010, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth combines the pro forma unaudited condensed combined audited consolidated statement of operations of the Company for the nine year then ended and the unaudited statement of operations of WHI for the twelve months ended September 30February 28, 20212011, and gives effect to the Acquisition as if it had occurred on January 1, 2010. Net revenues $ 24,867,393 $ 97,875,308 The pro forma adjustments include the application of the acquisition method of accounting under Financial Accounting Standards Board Accounting Standards Codification (1,360,655 ASC) $ 121,382,046 Cost Topic 805, Business Combinations (ASC Topic 805). ASC Topic 805 requires, among other things, that identifiable assets acquired and liabilities assumed be recognized at their fair values as of revenues the acquisition date, which is presumed to be the Closing of the Acquisition. The transaction fees for the Acquisition are expensed as incurred and are estimated to be $11.7 million, of which Catalyst has incurred approximately $1.5 million in the three months ended March 31, 2011. The transaction fees that will be incurred after March 31, 2011 have not been included as an adjustment to the unaudited pro forma condensed combined statements of operations as they do not meet the criteria of having a continuing impact, but are reflected as a reduction to cash and retained earnings on the unaudited pro forma condensed combined balance sheet. Under Financial Accounting Standards Board ASC Topic 820, Fair Value Measurements and Disclosures (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expensesASC Topic 820), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value is defined 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. ASC Topic 820 specifies a hierarchy of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part valuation techniques based on the nature of the Pro Forma Financial Statementsinputs used to develop the fair value measures. This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be unrelated buyers and sellers in the principal or the most advantageous market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. The pro forma adjustments described herein have been developed based on management’s judgment, including estimates relating to the consideration paid and the allocation thereof to the assets acquired and liabilities assumed of WHI based on preliminary estimates of fair value. As valuations of acquired assets and liabilities are in process, and information may become available within the measurement period which indicates a potential change to these valuations, the purchase price allocation may be subject to adjustment. Pursuant to the Purchase Agreement, Walgreens and the Company entered into a transition services agreement (“TSA”) as of the Closing. Under the TSA, Walgreens will continue to provide certain services to WHI, including information technology support, call center support, finance support, real estate leasing and other supporting functions to assist us in facilitating the transactions contemplated by the Acquisition. No pro forma adjustment has been made for the TSA. No pro forma adjustments have been included with respect to the PBM Agreement. We do not believe appropriate assumptions could be made to estimate a reasonable pro forma adjustment for the PBM Agreement. The PBM Agreement reflects new pricing arrangements between Walgreens and WHI. As a result of the Acquisition, the terms of WHI’s existing supply chain contracts may also be different; contracting may be optimized by leveraging Catalyst’s existing pharmacy and rebate agreements; and Catalyst may benefit from additional economies of scale. Accordingly, no pro forma adjustments have been included with respect to the PBM Agreement. The pro forma financial statements are provided for illustrative purposes only and do not purport to represent what our actual consolidated results of operations or consolidated financial position would have been had the Acquisition occurred on the dates assumed, nor are they necessarily indicative of our future consolidated results of operations or consolidated financial position. The pro forma financial statements do not reflect (i) any cost savings from potential operating efficiencies, potential changes to pharmacy network and rebate contracting or any other potential synergies; (ii) any adjustment for the new pricing arrangements pursuant to the terms of the new PBM Agreement; or (iii) any incremental costs which may be incurred in connection with integrating WHI.
Appears in 1 contract
Sources: Stock Purchase Agreement (Catalyst Health Solutions, Inc.)
Basis of Presentation. The following accompanying unaudited pro forma condensed combined financial information was prepared based on the historical financial statements (of Ring and the “historical combined statement of revenues and direct operating expenses of interests in oil and gas leases and related property of Lime Rock located in Andrews County, Texas. The Lime Rock Acquisition has been accounted for as an asset acquisition in accordance with ASC 805. The fair value of the consideration paid by Ring and allocation of that amount to the underlying assets acquired, on a relative fair value basis, was recorded on Ring’s books as of the date of the closing of the Lime Rock Acquisition. Additionally, costs directly related to the Lime Rock Acquisition are capitalized as a component of the purchase price. The Lime Rock Acquisition is included in the Company’s balance sheet as of March 31, 2025, as reflected in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the SEC on May 7, 2025. Accordingly, the Unaudited Pro Forma Financial Statements”) give effect Condensed Combined Balance Sheet is not presented. The Unaudited Pro Forma Condensed Combined Statement of Operations was prepared assuming the Lime Rock Acquisition occurred on January 1, 2024. These pro forma adjustments are described in more detail in the accompanying notes to the Acquisitionunaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined statements financial information is provided for illustrative purposes only and does not purport to represent what the actual results of operations for of Ring would have been had the nine months ended September 30, 2021 and the year ended December 31, 2020 give effect to the Lime Rock Acquisition as if it had occurred on January 1the date noted above, 2020nor are they indicative of future results of operations. The Future results may vary significantly from the results reflected in the Unaudited Condensed Combined Pro Forma Statement of Operations. In Ring’s opinion, all adjustments that are necessary to present fairly the unaudited pro forma condensed combined balance sheet as of September 30, 2021 gives effect to the Acquisition as if it had occurred on September 30, 2021. While the Pro Forma Financial Statements are helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies would information have actually performed if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on our financial condition. The pro forma information has been prepared using the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America. Under the acquisition method of accounting, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Form 8-K/A and may be subject to change. The Company will finalize the acquisition accounting within the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occur, and those differences could have a material impact on the pro forma information and the combined company’s future results of operations and financial position. At the time of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminated. In addition, the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the pro forma unaudited condensed combined balance sheet as of September 30, 2021. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited condensed combined statement of operations for the year ended December 31, 2020. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research and development expenses 1,678,895 4,126,935 5,805,830 Sales and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on property, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth the pro forma unaudited condensed combined statement of operations for the nine months ended September 30, 2021. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part of the Pro Forma Financial Statementsmade.
Appears in 1 contract
Basis of Presentation. The following unaudited pro forma condensed combined financial information set forth herein is based upon the consolidated financial statements of The Glimpse Group, Inc. (“Glimpse” or the “Pro Forma Financial StatementsCompany”) give effect and Brightline Interactive, LLC, a Virginia limited liability company (“BLI”). The unaudited proforma condensed combined financial information is presented as if the transaction had been completed on June 30, 2022 in respect of the unaudited pro forma condensed combined balance sheet; and July 1, 2021 with respect to the Acquisition. The unaudited pro forma condensed combined statements of operations for the nine months year ended September June 30, 2021 and the year ended December 31, 2020 give effect to the Acquisition as if it had occurred on January 1, 20202022. The unaudited pro forma condensed combined balance sheet as of September 30, 2021 gives effect to the Acquisition as if it had occurred on September 30, 2021. While the Pro Forma Financial Statements are helpful in showing the financial characteristics information is presented for informational purposes only and is not necessarily indicative of the consolidated companies, it is not intended to show how the consolidated companies would have actually performed if the events described above had in fact occurred on the dates acquired combined financial position or to project the results of operations or had the transaction occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the transactions. Glimpse has accounted for any future the acquisition in this unaudited pro forma condensed combined financial information using the acquisition method of accounting, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805’’). In accordance with ASC 805, Glimpse uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Goodwill as of the acquisition date or periodis measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. We have included Pro forma adjustments reflected in the unaudited pro forma condensed combined balance sheet are based on items that are factually supportable and directly attributable to the transaction. Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results forma adjustments reflected in the historical periods. We believe that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects condensed combined statement of the transactions and operations are based on items that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, transaction and reflect those items expected to have a continuing impact on our financial conditionthe combined results. The pro forma unaudited proforma condensed combined financial information has been prepared using does not reflect the acquisition method cost of accounting in accordance with accounting principles generally accepted in any integration activities or benefits from the United States of America. Under the acquisition method of accounting, the Acquisition is accounted for by recognizing the acquired assetstransaction, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Form 8-K/A and potential synergies that may be subject to change. The Company will finalize the acquisition accounting within the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occur, and those differences could have a material impact on the pro forma information and the combined company’s generated in future results of operations and financial position. At the time of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminated. In addition, the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the pro forma unaudited condensed combined balance sheet as of September 30, 2021. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited condensed combined statement of operations for the year ended December 31, 2020. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research and development expenses 1,678,895 4,126,935 5,805,830 Sales and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on property, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth the pro forma unaudited condensed combined statement of operations for the nine months ended September 30, 2021. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part of the Pro Forma Financial Statementsperiods.
Appears in 1 contract
Basis of Presentation. The following unaudited pro forma condensed combined consolidated financial statements (information presented here is based on the “Pro Forma Financial Statements”) give effect to the Acquisitionhistorical consolidated financial information of VASCO and Silanis. The unaudited pro forma condensed combined statements of consolidated operations for the nine months ended September 30, 2021 2015 and the year ended December 3130, 2020 give effect to 2014 assume the Acquisition as if it had occurred on January 1, 20202014. The unaudited pro forma condensed combined consolidated balance sheet as of September 30, 2021 gives effect to 2015 assumes the Acquisition as if it had occurred was completed on September 30, 2021that date. While the Pro Forma Financial Statements are helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies would have actually performed if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included forma adjustments reflected in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the unaudited pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements condensed consolidated balance sheet are factually supportable, give appropriate effect to the impact of the events based on items that are directly attributable to the transactionsproposed Acquisition and factually supportable. Pro forma adjustments reflected in the unaudited pro forma condensed consolidated statements of operations are based on items directly attributable to the proposed Acquisition, factually supportable, and reflect those items expected to have a continuing impact on our VASCO. Historical financial conditioninformation of Silanis represents the combination of STI and SIL. Inter-company transactions are eliminated. The functional currency of STI is U.S. Dollars. The functional currency of SIL is British Pounds. Assets and liabilities of SIL are translated into U.S. Dollars using currency exchange rates as of the balance sheet date. Revenue and expenses are translated at average exchange rates prevailing during the period. Certain historical financial information of Silanis been adjusted to conform to the historical presentation in VASCO’s consolidated financial statements for purposes of preparation of the unaudited pro forma condensed consolidated financial information At this time, ▇▇▇▇▇ has been prepared using not completed detailed valuation analyses to determine the acquisition method fair values of accounting in accordance with accounting principles generally accepted in the United States of AmericaSilanis’ assets and liabilities. Under the acquisition method of accountingAccordingly, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess unaudited pro forma condensed consolidated financial information includes a preliminary allocation of the purchase consideration over price based on assumptions and estimates that, while considered reasonable under the acquisition-date fair values circumstances, are subject to changes, which may be material. Additionally, VASCO has not yet completed its due diligence necessary to identify all of these identifiable assets and liabilities is recognized as goodwill. The pro forma the adjustments are based upon required to conform Silanis’ accounting policies to VASCO’s or to identify other items that could significantly impact the purchase price allocation or the assumptions and information available at the time of the adjustments made in preparation of this Form 8-K/A and unaudited pro forma condensed consolidated financial information. Upon completion of detailed valuation analyses, there may be subject additional increases or decreases to changethe recorded book values of Silanis’ assets and liabilities, including, but not limited to, technology, non-compete agreements, customer relationships, patents, trademarks and other intangible assets that will give rise to future amounts of depreciation and amortization expense that are not reflected in the information contained in this unaudited pro forma condensed consolidated financial information. The Company will finalize Accordingly, once the acquisition accounting within the required measurement period. Differences between these estimates of fair value necessary due diligence has been completed and the final acquisition accounting purchase price allocation has been completed, actual results may occurdiffer materially from the information presented in this unaudited pro forma condensed consolidated financial information. Additionally, the unaudited pro forma condensed consolidated statements of operations do not reflect the cost of any integration activities or benefits from the Acquisition and those differences could synergies that may be derived from any integration activities, both of which may have a material impact effect on the pro forma information and the combined company’s future consolidated results of operations and financial position. At in periods following the time of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminated. In addition, the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result completion of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the pro forma unaudited condensed combined balance sheet as of September 30, 2021. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited condensed combined statement of operations for the year ended December 31, 2020. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research and development expenses 1,678,895 4,126,935 5,805,830 Sales and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on property, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth the pro forma unaudited condensed combined statement of operations for the nine months ended September 30, 2021. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part of the Pro Forma Financial Statements.
Appears in 1 contract
Sources: Arrangement Agreement (Vasco Data Security International Inc)
Basis of Presentation. The following unaudited pro forma condensed combined financial statements Merger will be accounted for as a business combination at consolidation using the acquisition method of accounting under the provisions of IFRS 3, Business Combinations (“IFRS 3”) with YIT determined as the acquirer of Lemminkäinen. The acquisition method of accounting applies the fair value concepts defined in IFRS 13, Fair Value Measurement (“IFRS 13”), and requires, among other things, that the identifiable assets acquired and liabilities assumed in a business combination are recognised at their fair values as of the acquisition date, with any excess of the purchase consideration over the fair value of identifiable net assets acquired recognised as goodwill. The purchase price calculation presented herein has been made solely for the purpose of preparing this Unaudited Pro Forma Financial Statements”) give effect Information. The Unaudited Pro Forma Financial Information has been prepared in accordance with the Annex II to the AcquisitionCommission Regulation (EU) No 809/2004, as amended and on a basis consistent with the accounting principles applied by YIT in its consolidated financial statements. The unaudited pro forma condensed combined Unaudited Pro Forma Financial Information has not been compiled in accordance with Article 11 of Regulation S-X under the Securities Act or the guidelines established by the American Institute of Certified Public Accountants. The Unaudited Pro Forma Financial Information is derived from (a) the audited consolidated financial statements of operations YIT for the nine months ended September 30, 2021 and the year ended December 31, 2020 2016 (b) the unaudited half-year financial report of YIT as at and for the six months ended June 30, 2017 (c) the audited consolidated financial statements of Lemminkäinen for the year ended December 31, 2016 and (d) the unaudited half-year financial report of Lemminkäinen as at and for the six months ended June 30, 2017. In the following tables this information is labelled as “historical”. The unaudited pro forma combined statement of financial position as at June 30, 2017 gives effect to the Merger as if it had occurred on that date. The unaudited pro forma combined statements of income for the six months ended June 30, 2017 and for the year ended December 31, 2016 give effect to the Acquisition Merger as if it had occurred on January 1, 20202016. The unaudited pro forma condensed combined balance sheet as of September 30, 2021 gives effect to the Acquisition as if it had occurred on September 30, 2021. While the Unaudited Pro Forma Financial Statements are helpful in showing the Information reflects adjustments to historical financial characteristics of the consolidated companies, it is not intended information to show how the consolidated companies would have actually performed if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the give pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, Merger and reflect those items expected to have a continuing impact on our financial conditionwhich are factually supportable. The pro forma information Unaudited Pro Forma Financial Information and explanatory notes present how YIT’s statements of income and statement of financial position may have appeared had the businesses actually been combined and had YIT’s capital structure reflected the Merger as of the dates noted above. YIT has been prepared using the acquisition method performed a preliminary alignment of Lemminkäinen’s accounting in accordance with accounting principles generally accepted policies to ensure comparability in the United States of AmericaUnaudited Pro Forma Financial Information. Under Based on the acquisition method of accounting, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon the assumptions and information available at the time this time, YIT is not aware of the preparation of this Form 8-K/A and may be subject to change. The Company will finalize the acquisition any accounting within the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occur, and those policy differences that could have a material impact on the Unaudited Pro Forma Financial Information. However, certain reclassifications have been made to amounts reflected in Lemminkäinen’s historical financial information to align with YIT’s presentation as described further in Note 1 to the Unaudited Pro Forma Financial Information. Upon the completion of the Merger, YIT will conduct a detailed review of Lemminkäinen’s accounting policies and estimates applied. As a result of that review, YIT may identify additional accounting policy differences between the two companies that, when conformed, could have further impact on the Combined Company’s financial information. Also, the accounting policies to be applied by the Combined Company in the future may differ from the accounting policies applied in the Unaudited Pro Forma Financial Information. The Unaudited Pro Forma Financial Information reflects the application of pro forma adjustments that are preliminary and which are based upon available information and certain assumptions, described in the combined companyaccompanying notes to the Unaudited Pro Forma Financial Information below and, that management believes are reasonable under the circumstances. Actual results of the Merger may materially differ from the assumptions used in the Unaudited Pro Forma Financial Information. The Unaudited Pro Forma Financial Information has been prepared by management for illustrative purposes only and, because of its nature, it addresses a hypothetical situation, and therefore does not represent the actual financial position or results of the YIT’s operations that would have been realised had the Merger occurred as of the dates indicated, nor is it meant to be indicative of any anticipated financial position or future results of operations and financial position. At the time of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminatedYIT may experience going forward. In addition, the Pro Forma Financial Statements accompanying unaudited pro forma combined statement of income do not reflect any expected cost savings, operating synergies synergy benefits or revenue enhancements future integration costs that the combined company are expected to be generated or may achieve and realize be incurred as a result of the AcquisitionMerger. All amounts presented are in millions of euros unless otherwise noted. The Unaudited Pro Forma Financial Information set forth herein has been rounded. Accordingly, in certain instances, the costs to integrate the operations sum of the numbers in a column or row may not conform exactly to the total amount given for that column or row. 107 Unaudited Pro Forma Combined Statement of Financial Position as at June 30, 2017 (EUR in millions) YIT historical Lemminkäinen historical Merger (Note 2) Combined Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the pro forma unaudited condensed combined balance sheet as of September 30Assets Non-current assets Property, 2021. plant and equipment 55.0 139.1 18.8 212.9 Goodwill 8.1 53.2 327.9 389.2 Other intangible assets 12.3 8.5 51.1 71.9 Investments in associated companies and joint ventures 81.9 4.1 - 86.0 Available-for-sale financial assets 0.4 1.9 - 2.3 Interests-bearing receivables 39.9 - - 39.9 Other receivables 2.6 0.9 1.1 4.5 Deferred tax assets 52.8 33.5 -24.3 62.0 Total non-current assets 253.1 241.2 374.5 868.7 Current assets Inventories 1,701.9 392.1 29.3 2,123.2 Trade and other receivables 219.0 327.5 -1.9 544.5 Income tax receivables 5.3 1.1 - 6.4 Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 35.3 56.2 -14.5 77.1 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant 1,961.5 776.9 12.9 2,751.3 Total assets 2,214.5 1,018.0 387.5 3,620.0 Equity and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 liabilities Total equity attributable to the equity holders of the parent company 533.4 294.3 294.9 1,122.6 Non-marketable controlling interest - 0.0 - 0.0 Total equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right533.4 294.3 294.9 1,122.6 Non-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill liabilities Deferred tax liabilities 14.4 9.8 10.8 35.0 Pension obligations 2.1 - - 5(b) 1,709,399 1,709,399 Deferred tax assets 2.1 Provisions 46.6 19.9 33.3 99.9 Borrowings 268.5 119.2 7.5 395.2 Other liabilities 53.2 0.1 - 1,564,720 1,564,720 53.3 Total assets 190,706,052 88,171,062 253,656,312 non-current liabilities 384.8 149.0 51.6 585.4 Current liabilities Advances received 476.5 170.0 - 646.4 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable 402.8 297.7 3.3 703.8 Income tax liabilities 6.1 1.3 - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT 7.4 Provisions 31.0 11.9 - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 42.9 Borrowings 380.0 93.8 37.7 511.5 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 1,296.4 574.7 41.0 1,912.0 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments 1,681.2 723.7 92.6 2,497.4 Total equity and contingencies Common stock 88,555 4,289,924 5(cliabilities 2,214.5 1,018.0 387.5 3,620.0 Refer to accompanying notes to Unaudited Pro Forma Financial Information Unaudited Pro Forma Combined Statement of Income for the six months ended June 30, 2017 (EUR in millions, unless otherwise indicated) YIT historical Lemminkäinen reclassified (4,289,924 Note 1) 88,555 Donated shares 14,101,689 Merger (Note 2) Note Combined Company pro forma Revenue 961.2 720.5 -2.3 2a 1,679.4 Other operating income 5.0 4.7 - 14,101,689 Additional paid-9.7 Change in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive inventories of finished goods and work in progress -0.1 17.2 - 17.2 Production for own use 0.4 0.2 - 0.6 Materials and supplies -158.1 -194.1 -5.0 2a -357.2 External services -488.2 -332.8 - -821.0 Personnel expenses -140.1 -139.3 0.3 2a -279.1 Other operating expenses -147.1 -80.4 2.9 2b -224.7 Share of results in associated companies and joint ventures -0.2 -0.7 - -0.9 Depreciation, amortisation and impairment -6.9 -12.8 -6.0 2a -25.8 Operating profit 25.8 -17.4 -10.2 -1.8 Financial income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 and expenses, total -6.7 -7.9 2.1 2c -12.5 Result before taxes 19.2 -25.4 -8.1 -14.3 Income taxes -4.4 4.4 1.7 1.7 Result for the period 14.8 -21.0 -6.5 -12.6 Attributable to Equity holders of the parent company 14.8 -21.0 -6.5 -12.6 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total interest - 0.0 - 0.0 Earnings per share for profit attributable to the equity holders of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited condensed combined statement parent company Basic, EUR 0.12 -0.06 Diluted, EUR 0.12 -0.06 Weighted average number of operations shares outstanding Basic, thousand shares 125,643 209,519 Diluted, thousand shares 127,549 211,903 Refer to accompanying notes to Unaudited Pro Forma Financial Information 109 Unaudited Pro Forma Combined Statement of Income for the year ended December 31, 2020. Net revenues $ 37,566,152 $ 84,484,272 2016 (12,396,483 EUR in millions, unless otherwise indicated) $ 109,653,941 Cost YIT historical (audited) Lemminkäinen reclassified (Note 1) Merger (Note 2) Note Combined Company pro forma Revenue 1,678.3 1,719.7 -11.0 2a 3,387.0 Other operating income 12.8 43.6 - 56.5 Change in inventories of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research finished goods and development work in progress 13.0 -31.2 - -18.3 Production for own use 0.3 0.1 - 0.4 Materials and supplies -245.2 -426.2 -3.6 2a -675.0 External services -892.4 -732.8 - -1,625.1 Personnel expenses 1,678,895 4,126,935 5,805,830 Sales and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on property, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total -250.3 -303.1 -0.0 2a -553.4 Other operating expenses 11,193,523 7,996,591 19,190,114 -281.7 -170.9 -12.0 2b -464.6 Share of results in associated companies and joint ventures -0.6 1.5 - 0.8 Depreciation, amortisation and impairment -16.5 -34.5 -12.1 2a -63.1 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (profit 17.7 66.3 -38.7 45.3 Financial income and expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in fair value total -20.1 -17.0 2.9 2c -34.3 Result before taxes -2.5 49.2 -35.9 11.0 Income taxes -4.7 -11.2 7.3 -8.6 Result for the period -7.1 38.0 -28.6 2.4 Attributable to Equity holders of warrants liability 2,072,000 the parent company -7.1 38.0 -28.6 2.4 Non-controlling interest - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit 0.0 - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) 0.0 Earnings per share for profit attributable to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders the equity holders of CBAK Energy Technologythe parent company Basic, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy TechnologyEUR -0.06 0.01 Diluted, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) EUR -0.06 0.01 Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth the pro forma unaudited condensed combined statement of operations for the nine months ended September 30outstanding Basic, 2021. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses)thousand shares 125,577 209,453 Diluted, net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable thousand shares 127,366 211,720 Refer to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part of the to Unaudited Pro Forma Financial StatementsInformation 110 Notes to Unaudited Pro Forma Financial Information Tabular amounts in millions of euros, unless noted otherwise.
Appears in 1 contract
Sources: Merger Agreement (Yit Oyj)
Basis of Presentation. The following accompanying unaudited pro forma condensed combined financial statements (the “Pro Forma Financial Statements”) give effect to the Acquisition. information and related notes were prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and the year ended December 31, 2020 give effect to the Acquisition as if it had occurred on January 1, 2020. The unaudited pro forma condensed combined balance sheet as of September 30, 2021 gives effect to the Acquisition as if it had occurred on September 30, 2021. While the Pro Forma Financial Statements are helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies would have actually performed if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on our financial condition. The pro forma information has been prepared using the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America. Under the acquisition method of accounting, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Form 8-K/A and may be subject to change. The Company will finalize the acquisition accounting within the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occur, and those differences could have a material impact on the pro forma information and the combined company’s future results of operations and financial position. At the time of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminated. In addition, the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the pro forma unaudited condensed combined balance sheet as of September 30, 2021. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited condensed combined statement of operations for the year ended December 31, 20202023, the six months ended December 31, 2022, and the year ended June 30, 2022 combines the historical consolidated statement of operations of Perspective and the historical statements of operations of Viewpoint, giving effect to the transaction as if it had been completed on July 1, 2021. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost The accompanying unaudited pro forma condensed combined balance sheet as of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research December 31, 2022 combines the historical consolidated balance sheet of Perspective and development expenses 1,678,895 4,126,935 5,805,830 Sales the historical combined balance sheet of Viewpoint, giving effect to the transaction as if it had been completed on December 31, 2022. Perspective previously had a fiscal year end of June 30 and marketing expenses 701,404 752,838 1,454,242 General Viewpoint has a fiscal year end of December 31. On February 6, 2023, Perspective announced the Board had approved a change in the fiscal year end from June 30 to December 31. Perspective filed a Form 10-KT reflecting this change on May 1, 2023. The unaudited pro forma condensed combined financial statements do not include any additional charges related to restructuring or other integration activities resulting from the transaction, the timing, nature, and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on propertyamount of which management cannot currently identify, plant and equipment 4,345,811 - 4,345,811 Provision thus, such charges are not reflected in the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial information and explanatory notes have been prepared to illustrate the effects of the transaction involving Perspective and Viewpoint under the acquisition method of accounting with Perspective as the acquirer. The unaudited pro forma condensed combined financial information is presented for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) incomeinformational purposes only and does not necessarily indicate the financial results of the combined company had the companies been combined at the beginning of the period presented, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) incomenor does it necessarily indicate the results of operations in future periods or the future financial position of the combined company. Under the acquisition method of accounting, net (40,170 ) 676,574 636,404 Changes in the assets and liabilities of Viewpoint, as of the acquisition date, were recorded by Perspective at their respective fair values and the excess of the purchase consideration over the fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable Viewpoint’s net assets was allocated to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth the pro forma unaudited condensed combined statement of operations for the nine months ended September 30, 2021. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part of the Pro Forma Financial Statementsgoodwill.
Appears in 1 contract
Sources: Asset Purchase Agreement (Perspective Therapeutics, Inc.)
Basis of Presentation. The following unaudited accompanying pro forma condensed combined financial information was prepared based on the historical consolidated financial statements (of Continental and the “Pro Forma Financial Statements”) give effect to historical statements of revenues and direct operating expenses of the properties acquired in the Pioneer Acquisition. The unaudited pro forma condensed combined statements Pioneer Acquisition was accounted for using the acquisition method under ASC Topic 805, Business Combinations, which requires all assets acquired and liabilities assumed to be recorded at fair value at the acquisition date. The Unaudited Pro Forma Condensed Combined Statements of operations Operations for the nine months ended September 30, 2021 and the year ended December 31, 2020 give effect to were prepared assuming the Pioneer Acquisition as if it had and related financing occurred on January 1, 2020. The unaudited pro forma condensed combined balance sheet as of Unaudited Pro Forma Condensed Combined Balance Sheet at September 30, 2021 gives effect to the Acquisition was prepared as if it the Pioneer Acquisition and related financing had occurred on September 30, 2021. While The unaudited pro forma condensed combined financial information is provided for illustrative purposes only and does not purport to represent what the Pro Forma Financial Statements are helpful in showing actual consolidated results of operations or the consolidated financial characteristics position of the consolidated companies, it is not intended to show how the consolidated companies Company would have actually performed if been had the events described above had in fact Pioneer Acquisition and related financing occurred on the dates acquired or to project the noted above, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position for any future date or periodposition. We have included in In Continental’s opinion, all adjustments that are necessary to present fairly the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the unaudited pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, and reflect those items expected to condensed combined financial information have a continuing impact on our financial conditionbeen made. The unaudited pro forma condensed combined financial information has been prepared using compiled in a manner consistent with the acquisition method of accounting in accordance with accounting principles generally accepted in policies adopted by the United States of AmericaCompany. Under the acquisition method of accounting, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon Actual results may differ materially from the assumptions and information available at the time of the preparation of this Form 8-K/A and may be subject to change. The Company will finalize the acquisition accounting within the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occur, and those differences could have a material impact on the pro forma information and the combined company’s future results of operations and financial position. At the time of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminated. In addition, the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the pro forma unaudited condensed combined balance sheet as of September 30, 2021. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited condensed combined statement of operations for the year ended December 31, 2020. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research and development expenses 1,678,895 4,126,935 5,805,830 Sales and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on property, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth the pro forma unaudited condensed combined statement of operations for the nine months ended September 30, 2021. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part of the Pro Forma Financial Statementscontained herein.
Appears in 1 contract
Basis of Presentation. The following unaudited pro forma condensed combined financial statements (and related notes are prepared in accordance with Article 11 of Regulation S-X and present the “Pro Forma Financial Statements”) give effect to historical financial information of Recursion and Exscientia and present the Acquisitionpro forma effects of the Transaction and certain transaction accounting adjustments described herein. The historical financial information of Recursion has been prepared in accordance with U.S. GAAP and presented in thousands of USD. Exscientia’s historical financial information has been prepared in accordance with IFRS, as issued by the IASB, presented in thousands of GBP and translated to thousands of USD for condensed combined pro forma financial information purposes. As such, certain IFRS to U.S. GAAP adjustments are included in the unaudited pro forma condensed combined financial information as discussed in Note 4 below. The business combination of Exscientia has been accounted for using the acquisition method of accounting as per the provisions of ASC 805, using the fair value concepts defined in ASC Topic 820 – Fair Value Measurement (“ASC 820”) and based on the historical consolidated financial statements of Recursion and the historical consolidated financial statements of Exscientia. Under ASC 805, all assets acquired and liabilities assumed in a business combination are generally recognized and measured at their assumed acquisition date fair value, while transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of preliminary purchase price over the fair value of assets acquired and liabilities assumed, has been recorded in goodwill. The pro forma adjustments represent management’s best estimates and are based upon available information as of November 20, 2024 and certain assumptions that the management of Recursion believes are reasonable under the circumstances. The unaudited condensed combined pro forma financial statements are not necessarily indicative of what the combined company’s financial position or results of operations would have been had the Transaction been completed on the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company. There were no material transactions between Recursion and Exscientia during the periods presented in the unaudited pro forma condensed combined financial statements. For purposes of preparing the unaudited pro forma condensed combined financial information, the historical financial information of Exscientia and related pro forma adjustments were translated from GBP to USD using the following historical exchange rates as posted by the Federal Reserve: Balance sheet and related adjustments as of September 30, 2024: period end exchange rate as of September 30, 2024 1.340 Statement of operations and related adjustments for the year ended December 31, 2023: average exchange rate for that period 1.244 Statement of operations and related adjustments for the nine months ended September 30, 2021 and the year ended December 31, 2020 give effect 2024: average exchange rate for that period 1.277 Certain reclassifications were made to the Acquisition as if it had occurred align Exscientia’s financial statement presentation with that of Recursion’s based on January 1, 2020. The interim unaudited pro forma condensed combined balance sheet as of consolidated financial information available September 30, 2021 gives effect to the Acquisition as if it had occurred on September 302024, 2021. While the Pro Forma Financial Statements are helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies would have actually performed if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to including the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on our financial condition. The pro forma information has been prepared using the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America. Under the acquisition method of accounting, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Form 8-K/A and may be subject to change. The Company will finalize the acquisition accounting within the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occur, and those differences could have a material impact on the pro forma information and the combined company’s future results of operations and financial position. At the time of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminated. In addition, the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the pro forma unaudited condensed combined balance sheet as of September 30, 2021currency conversion. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged 117,789 157,825 — 157,825 Cash and cash equivalents Short term bank deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 126,287 169,212 — 169,212 Short term bank deposits Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income 11,314 15,160 — 15,160 Trade receivables Finance lease receivable 79 106 106 Finance lease receivable Other receivables 9,530 12,769 — 12,769 Other receivables Current tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 34,159 45,770 — 45,770 Current tax assets Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right40,993 54,927 — 54,927 Property and equipment, net Right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land 15,049 20,164 — 20,164 Financing lease right-of-use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 assets Other intangible assets, net 46,680 62,547 — 62,547 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Goodwill 5,951 7,974 — 7,974 Goodwill Finance lease receivable 1,714 2,296 — 2,296 Finance lease receivable Other receivables 639 856 — 856 Other receivables Deferred tax asset, net 907 1,215 — 1,215 Deferred tax asset, net Investment in salesjoint venture 321 430 — 430 Other assets, non-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(bTrade payables 7,475 10,016 — 10,016 Accounts payable Contract liabilities and other advances 20,132 26,975 (2,129) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 24,846 Unearned revenue — — 2,129 2,129 Accrued expenses and other liabilities Lease liabilities 3,171 4,249 — 4,249 Notes payable and financing lease liabilities Other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder 35,163 47,115 — 47,115 Accrued expenses and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current other liabilities 49,394,827 60,424,377 105,802,805 Deferred government grantsContract liabilities and other advances 68,742 92,107 — 92,107 Unearned revenue, non-current 8,833,848 - 8,833,848 Loans 294 394 — 394 Notes payable and financing lease liabilities, non-current Lease liabilities 15,104 20,238 — 20,238 Notes payable and financing lease liabilities, non-current Deferred tax liability, net 4,540 6,083 — 6,083 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Provisions 1,372 1,838 — 1,838 Other liabilities, non-current Share capital 65 87 — 87 Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Share premium 372,272 498,807 — 498,807 Additional paid-in in-capital 241,232,244 25,262,444 5(cCapital redemption reserve 3 4 — 4 Additional paid-in-capital Foreign exchange reserve (1,728) (25,262,444 2,315) 241,232,244 Statutory reserves 1,230,511 266,308 5(c— (2,315) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited condensed combined statement of operations for the year ended December 31, 2020. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research and development expenses 1,678,895 4,126,935 5,805,830 Sales and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on property, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to nonShare-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth the pro forma unaudited condensed combined statement of operations for the nine months ended September 30, 2021. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of nonbased payment reserve 33,291 44,607 — 44,607 Additional paid-marketable equity securities (690,585 ) - (690,585 ) Change in fair in-capital Fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other reserve — — — — Accumulated other comprehensive income (loss) Net Merger Reserve 54,213 72,640 — 72,640 Additional paid-in-capital Accumulated losses (202,697) (271,594) — (271,594) Accumulated deficit Revenue 14,639 18,694 — 18,694 Operating revenue Cost of sales 22,696 28,983 — 28,983 Cost of revenue Research and development expenses 75,906 96,933 — 96,933 Research and development General and administrative expenses 45,529 58,141 — 58,141 General and administrative Foreign exchange loss 52,351,612 3,825,410 55,952,918 – 1,294 1,652 — 1,652 Foreign exchange loss Finance income (11,067) (14,133) — (14,133) Other income, net Finance expense 839 1,071 — 1,071 Other income, net Other income (9,793) (12,506) — (12,506) Other income, net Share of loss of joint venture 1,412 1,803 — 1,803 Other income, net Income tax benefit (2,799) (3,574) — (3,574) Income tax benefit Foreign currency (loss)/gain on translation adjustment 1,473,992 315,156 1,789,148 Comprehensive of foreign operations (2,219) (2,834) — (2,834) Foreign currency (loss)/gain on translation of foreign operations Revenue 20,079 24,978 — 24,978 Operating revenue Cost of sales 27,403 34,089 — 34,089 Cost of revenue Research and development expenses 128,444 159,784 — 159,784 Research and development General and administrative expenses 45,331 56,392 — 56,392 General and administrative Foreign exchange losses 1,541 1,917 — 1,917 Foreign exchange losses Finance income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (16,628) (20,685) — (20,685) Other income, net Finance expense 1,067 1,327 — 1,327 Other income, net Other income (6,636) (8,255) — (8,255) Other income, net Share of loss attributable to non-controlling interests of joint venture 1,645 2,046 — 2,046 Other income, net Income tax benefit (16,024 16,125) 684 (15,340 20,059) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 — (20,059) Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number tax benefit Foreign currency (loss)/gain on translation of shares foreign operations (1,332) (1,657) — (1,657) Foreign currency (loss)/gain on translation of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part of the Pro Forma Financial Statements.foreign operations
Appears in 1 contract
Sources: Transaction Agreement (Recursion Pharmaceuticals, Inc.)
Basis of Presentation. The following accompanying unaudited pro forma condensed combined financial statements were prepared based on the historical consolidated financial statements of Vital Energy, including the 2023 Acquisitions, and Point in accordance with Article 11 of the SEC’s Regulation S-X. Vital Energy is acquiring substantially all the assets of Point. The Point Acquisition has been assumed to be an asset acquisition for purposes of these unaudited pro forma condensed combined financial statements in accordance with Accounting Standards Codification Topic 805 (“ASC 805”). The fair value of the “consideration paid by Vital Energy and the allocation of that amount to the underlying assets acquired is recorded on a relative fair value basis. Additionally, costs directly related to the Point Acquisition are capitalized as a component of the purchase price. Certain of the historical amounts for the Point Acquisition have been reclassified to conform to the financial statement presentation of Vital Energy. The Unaudited Pro Forma Financial Statements”) Condensed Combined Statements of Operations for the six months ended June 30, 2024 and the year ended December 31, 2023 give effect to the AcquisitionPoint Acquisition and the 2023 Acquisitions as if they had been completed on January 1, 2023. The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2024 was prepared as if the Point Acquisition had occurred on June 30, 2024. The unaudited pro forma condensed combined statements of operations financial information and related notes are presented for illustrative purposes only. If the nine months ended September 30, 2021 Point Acquisition and the year ended December 31, 2020 give effect to the Acquisition as if it other transactions contemplated herein had occurred on January 1in the past, 2020Vital Energy’s operating results might have been materially different from those presented in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined balance sheet financial information should not be relied upon as an indication of September 30, 2021 gives effect to the Acquisition as if it had occurred on September 30, 2021. While the Pro Forma Financial Statements are helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies operating results that Vital Energy would have actually performed achieved if the events described above Point Acquisition and other transactions contemplated herein had in fact occurred taken place on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on our financial condition. The pro forma information has been prepared using the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America. Under the acquisition method of accounting, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Form 8-K/A and may be subject to change. The Company will finalize the acquisition accounting within the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occur, and those differences could have a material impact on the pro forma information and the combined company’s future results of operations and financial position. At the time of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminatedspecified date. In addition, future results may vary significantly from the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that results reflected in the combined company may achieve and realize as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the unaudited pro forma unaudited condensed combined balance sheet as of September 30, 2021. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited condensed combined financial statement of operations for and should not be relied upon as an indication of the year ended December 31future results Vital Energy will have after the contemplation of the Point Acquisition and the other transactions contemplated by the unaudited pro forma condensed combined financial information. For income tax purposes, 2020. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research the Point Acquisition will be treated as an asset purchase such that the tax bases in the assets and development expenses 1,678,895 4,126,935 5,805,830 Sales and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on property, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in liabilities will generally reflect the allocated fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable at closing. In Vital Energy’s opinion, all adjustments that are necessary to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth present fairly the unaudited pro forma unaudited condensed combined statement of operations for the nine months ended September 30, 2021. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part of the Pro Forma Financial Statementsfinancial information have been made.
Appears in 1 contract
Basis of Presentation. The following unaudited pro forma condensed combined financial statements (the “Pro Forma Financial Statements”) give information has been prepared based upon historical financial information of Merger Sub and Domtar, giving effect to the AcquisitionMerger and related financing transactions and other related adjustments described in these footnotes. This unaudited pro forma condensed combined financial information is not necessarily indicative of the results of operations that would have been achieved had the Merger actually taken place at the dates indicated and does not purport to be indicative of future financial position or operating results. The unaudited pro forma condensed combined financial information should be read in conjunction with the historical financial statements of operations Domtar and the notes thereto, included in the Domtar Corporation Annual Report on Form 10-K for the nine months ended September 30, 2021 and the fiscal year ended December 31, 2020 give effect to and Quarterly report on Form 10-Q for the Acquisition period ended September 30, 2021, as if it had occurred on January 1, 2020filed with the Securities and Exchange Commissionn.. All amounts shown in this section are in U.S. dollars and all historical amounts are also in accordance with U.S. GAAP. The unaudited pro forma condensed combined balance sheet as of September 30, 2021 gives effect to the Acquisition as if it had occurred on September 30, 2021. While the Pro Forma Financial Statements are helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies would have actually performed if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on our financial condition. The pro forma information has been prepared compiled in a manner consistent with the accounting policies adopted by the Parent. The Merger has been accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations. Parent’s management has determined that Merger Sub is the “acquirer” for financial accounting principles generally accepted in the United States of Americapurposes. Under the acquisition method of accounting, the Acquisition is The resulting goodwill and other intangible assets are accounted for by recognizing the acquired assets, including separately identifiable intangible assets, under FASB ASC 350 “Intangibles – Goodwill and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwillother”. The pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Form 8-K/A and may be subject to change. The Company will finalize the acquisition accounting within the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occur, and those differences could have a material impact on the pro forma information and the combined company’s future results of operations and financial position. At the time of the filing of this Form 8-K/A, the Company does not expect material changes total purchase price is allocated to the assets acquired or and liabilities assumed based on management’s preliminary estimates of their fair value as at September 30, 2021. Changes are expected as valuations of certain tangible and intangible assets and liabilities are finalized. As a result, actual fair values of assets acquired and liabilities assumed, with the exception goodwill generated as well as related operating results, including actual depreciation and amortization expense, could differ materially from those reflected in the unaudited pro forma condensed combined financial information included herein. If the fair value of deferred tax the acquired assets is higher than the preliminary values above, it may result in higher amortization and liabilities which were valued using preliminary assumptionsdepreciation expense than is presented in these unaudited pro forma condensed combined statement of operations. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto unaudited pro forma condensed combined statement of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminated. In addition, the Pro Forma Financial Statements do earnings does not reflect any operational and administrative cost savings, operating savings or synergies or revenue enhancements that the combined company may achieve and realize as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the pro forma unaudited condensed combined balance sheet Merger as of September 30, 2021. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited condensed combined statement of operations for the year ended December 31, 2020. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research and development expenses 1,678,895 4,126,935 5,805,830 Sales and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on property, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth the pro forma unaudited condensed combined statement of operations for the nine months ended September 30, 2021. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes none are an integral part of the Pro Forma Financial Statementsanticipated at this time.
Appears in 1 contract
Sources: Merger Agreement (Domtar CORP)
Basis of Presentation. The following unaudited pro forma condensed combined financial statements (balance sheet combines the “Pro Forma Financial Statements”) give audited consolidated balance sheet of the Company as of December 31, 2011 and the unaudited balance sheet of HealthTran as of November 30, 2011, and gives effect to the AcquisitionAcquisition as if it had been completed on December 31, 2011, including any adjustments to the fair values of assets acquired and liabilities assumed based on preliminary estimates, in accordance with purchase accounting guidance. The unaudited pro forma condensed combined statements statement of operations for the nine months ended September 30, 2021 and the year ended December 31, 2020 give 2011, combines the consolidated statement of operations of the Company for the year then ended and the unaudited statement of operations of HealthTran for the twelve months ended November 30, 2011, and gives effect to the Acquisition as if it had occurred on January 1, 20202011. The unaudited pro forma condensed combined balance sheet as statement of September operations of HealthTran for the twelve months ended November 30, 2021 gives effect to 2011 was prepared by taking the Acquisition as if it had occurred on September audited HealthTran statement of operations for the twelve months ended May 31, 2011, less the results from the unaudited statement of operations of HealthTran for the six months ended November 30, 20212010, plus the results from the unaudited statement of operations of HealthTran for the six months ended November 30, 2011. While the Pro Forma Financial Statements are helpful in showing the financial characteristics The HealthTran unaudited statement of the consolidated companies, it is not intended to show how the consolidated companies would have actually performed if the events described above had in fact occurred on the dates acquired or to project operations excludes the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting TPA business line of normal recurring adjustments, necessary of a fair presentation of HealthTran not acquired by the operating results in the historical periods. We believe that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on our financial conditionCompany. The pro forma information has been prepared using adjustments include the application of the acquisition method of accounting in accordance with under purchase accounting principles generally accepted in the United States guidance. Purchase accounting guidance requires, among other things, that identifiable assets acquired and liabilities assumed be recognized at their fair values as of America. Under the acquisition method of accountingdate, the Acquisition which is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Form 8-K/A and may be subject to change. The Company will finalize the acquisition accounting within the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occur, and those differences could have a material impact on the pro forma information and the combined company’s future results of operations and financial position. At the time of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need presumed to be eliminated. In addition, the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result closing of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets transaction fees of approximately $0.9 million for the pro forma unaudited condensed combined balance sheet Acquisition are expensed as of September 30incurred and are included in selling, 2021. Cash general and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment administrative expenses in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited condensed combined statement of operations Company's results for the year ended December 31, 20202011. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost The pro forma adjustments described herein have been developed based on management's judgment, including estimates relating to the allocation of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research assets acquired and development expenses 1,678,895 4,126,935 5,805,830 Sales and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge liabilities assumed of HealthTran based on property, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in preliminary estimates of fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable value. We believe that the assumptions used to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth derive the pro forma unaudited condensed combined statement adjustments are reasonable given the information available; however, as the valuations of acquired assets and liabilities are in process and are not expected to be finalized until later in 2012, and information may become available within the measurement period which indicates a potential change to these valuations, the purchase price allocation may be subject to adjustment. The pro forma financial statements do not reflect any cost savings from potential operating efficiencies, any other potential synergies or any incremental costs which may be incurred in connection with integrating HealthTran. The pro forma financial statements are provided for illustrative purposes only and are not intended to represent what our actual consolidated results of operations for or consolidated financial position would have been had the nine months ended September 30Acquisition occurred on the dates assumed, 2021. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost nor are they necessarily indicative of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment our future consolidated results of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part of the Pro Forma Financial Statementsoperations or consolidated financial position.
Appears in 1 contract
Basis of Presentation. The following unaudited accompanying pro forma condensed statements are based on our historical consolidated financial statements and the acquired businesses’ historical combined financial statements (the “Pro Forma Financial Statements”) as adjusted to give effect to the Acquisition. The unaudited pro forma condensed combined statements acquisition of operations for the nine months ended September 30, 2021 acquired businesses and the year ended December 31, 2020 give effect to the Acquisition as if it had occurred on January 1, 2020related financing transaction. The unaudited pro forma condensed combined balance sheet as assumes this acquisition was consummated on August 31, 2018. The unaudited pro forma condensed combined statement of September 30, 2021 gives effect to earnings assumes the Acquisition as if it had occurred acquisition was consummated on September 301, 20212017. While the Pro Forma Financial Statements are helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies would have actually performed if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in The Company has adjusted the historical periods. We believe that the assumptions utilized to prepare consolidated financial statements in the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, financial statements to give appropriate effect to the impact of the events items that are (1) directly attributable to the pro forma transactions, (2) factually supportable, and reflect those items (3) with respect to the statements of earnings, expected to have a continuing impact on our financial conditionthe combined results. The pro forma statements do not include all of the information has been prepared using the acquisition method of accounting in accordance with and note disclosures required by accounting principles generally accepted in the United States (“GAAP”). The unaudited pro forma condensed combined statement of Americaearnings does not reflect cost savings expected to be realized from the elimination of certain expenses and synergies expected to be created or the costs to achieve such cost savings or synergies. Under Such costs may be material and no assurance can be given that cost savings or synergies will be realized. In order to prepare the acquisition method pro forma statements, CMC performed a preliminary review of accounting, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair valuesbusinesses’ accounting policies to identify significant differences. Any excess CMC is currently conducting a detailed review of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon the assumptions and information available at the time acquired businesses’ accounting policies to determine if differences in accounting policies require further adjustment or reclassification of the preparation acquired businesses’ results of this Form 8-K/A operations, assets or liabilities to conform to CMC’s accounting policies and classifications. As a result of that review, CMC may be subject to change. The Company will finalize identify additional differences between the acquisition accounting within policies of the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occurtwo companies that, and those differences when conformed, could have a material impact on the pro forma information statements. Assumptions and estimates underlying the combined company’s future results of operations and financial position. At pro forma adjustments are described in the time of the filing of this Form 8-K/Anotes below, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminated. In addition, the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the pro forma unaudited condensed combined balance sheet as of September 30, 2021statements. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth Since the pro forma unaudited condensed combined statement of operations for statements have been prepared based on preliminary estimates and assumptions, the year ended December 31, 2020final amounts may differ materially from the information presented. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research These estimates and development expenses 1,678,895 4,126,935 5,805,830 Sales and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on property, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable assumptions are subject to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth the pro forma unaudited condensed combined statement of operations for the nine months ended September 30, 2021. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part change pending further review of the Pro Forma Financial Statementsassets to be acquired and liabilities to be assumed, and as additional information becomes available. Additionally, the final purchase price allocation will be determined after the acquisition is completed and the final amounts recorded may differ materially from the information presented.
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (Commercial Metals Co)
Basis of Presentation. The following unaudited pro forma condensed combined financial statements (are based on the “Pro Forma Financial Statements”) historical consolidated financial statements of Tilray and Aphria, adjusted to give effect to the Acquisitionmerger transaction, and should be read in conjunction with the historical financial statements from which they are derived. Pro forma adjustments are limited to the transaction accounting adjustments that reflect the accounting for the merger transaction in accordance with US GAAP. The unaudited pro forma condensed combined financial statements were prepared using the purchase method of accounting. The merger transaction is accounted for as a reverse acquisition in which Tilray is the legal acquirer and Aphria is the acquirer for accounting purposes. Accordingly, the pro forma financial statements represent a continuation of the financial statements of operations for Aphria; the nine months ended September 30, 2021 assets and liabilities of Aphria are presented at their historical carrying values and the year ended assets and liabilities of Tilray are recognized on the effective date of the merger transaction and measured at fair value. The pro forma financial statements are presented in United States dollars (“USD”) and prepared in accordance with US GAAP. Since Aphria’s historical consolidated financial statements are presented in Canadian dollars (“CAD” or “C$”) and prepared in accordance with International Financial Reporting Standards (“IFRS”), the historical financial information of Aphria used in the pro forma financial statements has been reconciled to US GAAP and translated into USD (note 6). The pro forma balance sheet gives effect to the merger transaction as if it had occurred on December 31, 2020 give 2020. The pro forma statement of net loss gives effect to the Acquisition merger transaction as if it had occurred on January 1, 2020. The pro forma balance sheet combines the audited consolidated balance sheet of Tilray as at December 31, 2020 with the unaudited condensed consolidated statement of financial position (balance sheet) of Aphria as at November 30, 2020. As the ending date of the fiscal period for Aphria differs from that of Tilray by more than 93 days, the unaudited pro forma condensed combined statement of operations (statement of net loss) for the year ended December 31, 2020 was derived by combining financial information from the audited consolidated statement of net loss and comprehensive loss of Tilray for the year ended December 31, 2020 with financial information of Aphria for the twelve months ended November 30, 2020, which was constructed by subtracting: (i) the financial information from the unaudited consolidated statement of operations for the six months ended November 30, 2019; from (ii) the financial information from the audited consolidated statement of operations for the year ended May 31, 2020; and adding (iii) the financial information from the unaudited consolidated statement of operations for the six months ended November 30, 2020 (note 6). The financial statements of ▇▇▇▇▇▇ used to prepare the pro forma balance sheet and the pro forma statements of operations (statement of net loss) were prepared for the purpose of such pro forma financial statements and do not conform with the financial statements for Aphria included, or incorporated by reference, elsewhere in the Circular. ▇▇▇▇▇▇’s audited consolidated balance sheet as of September 30December 31, 2021 gives effect to 2020 and audited consolidated statement of net loss and comprehensive loss for the Acquisition as if it had occurred year ended December 31, 2020 are included Part II, Item 8 - Financial Statements and Supplementary Data, of Tilray’s Consolidated Financial Statements filed on September 30Form 10-K with the SEC on February 19, 2021. While The assumptions and estimates underlying the Pro Forma Financial Statements adjustments to the pro forma financial statements are helpful described in showing the accompanying notes. The pro forma adjustments are preliminary, subject to further revision as additional information becomes available and additional analyses are performed. The pro forma adjustments have been made solely for the purpose of providing unaudited pro forma combined financial characteristics information and actual adjustment, when recorded, may differ materially. The pro forma financial statements have been prepared for illustrative purposes only and may not be indicative of the consolidated companies, it is not intended to show how the consolidated companies operating results or financial condition that would have actually performed been achieved if the events described above merger transaction had in fact occurred been completed on the dates acquired or for the periods presented, nor do they purport to project the results of operations or financial position for any future date period or periodas of any future date. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized In addition to prepare the pro forma adjustments provide a reasonable basis for presenting adjustments, various other factors will have an effect on the significant effects financial condition and results of operations after the completion of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on our financial conditionmerger transaction. The pro forma information has been prepared using the acquisition method actual financial position and results of accounting in accordance with accounting principles generally accepted in the United States of America. Under the acquisition method of accounting, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Form 8-K/A and operations may be subject to change. The Company will finalize the acquisition accounting within the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occur, and those differences could have a material impact on differ materially from the pro forma information and the combined company’s future results amounts reflected herein due to a variety of operations and financial position. At the time of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptionsfactors. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated unaudited pro forma financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminated. In addition, the Pro Forma Financial Statements do not reflect any operational and administrative cost savings, operating synergies or revenue enhancements savings that the combined company may achieve and realize be achieved as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the pro forma unaudited condensed combined balance sheet as of September 30, 2021. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited condensed combined statement of operations for the year ended December 31, 2020. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research and development expenses 1,678,895 4,126,935 5,805,830 Sales and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on property, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth the pro forma unaudited condensed combined statement of operations for the nine months ended September 30, 2021. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part of the Pro Forma Financial Statementsmerger transaction.
Appears in 1 contract
Sources: Merger Agreement (Tilray, Inc.)
Basis of Presentation. The following 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, 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 (the “Pro Forma Financial StatementsTransaction Accounting Adjustments”) give effect and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). ▇▇▇▇▇▇▇ has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the Acquisition. The unaudited pro forma condensed combined statements financial information. The Transaction Accounting Adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an understanding of operations for the nine months ended September 30, 2021 combined company upon consummation of the merger and the year ended December 31, 2020 give effect to the Acquisition as if it had occurred on January 1, 2020PIPE Investment. The unaudited pro forma condensed combined balance sheet as of September 30December 31, 2021 2020 gives effect to the Acquisition merger and the PIPE Investment as if it had they occurred on September 30December 31, 20212020. While the Pro Forma Financial Statements are helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies would have actually performed if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the The unaudited pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on our financial condition. The pro forma information has been prepared using the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America. Under the acquisition method of accounting, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Form 8-K/A and may be subject to change. The Company will finalize the acquisition accounting within the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occur, and those differences could have a material impact on the pro forma information and the combined company’s future results of operations and financial position. At the time of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminated. In addition, the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the pro forma unaudited condensed combined balance sheet as of September 30, 2021. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited 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. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost Management has made significant estimates and assumptions in its determination of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research the pro forma Transaction Accounting Adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these estimates, the final amounts recorded may differ materially from the information presented. The pro forma Transaction Accounting Adjustments reflecting the consummation of the merger and development expenses 1,678,895 4,126,935 5,805,830 Sales the PIPE Investment are based on certain currently available information and marketing expenses 701,404 752,838 1,454,242 General certain assumptions and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on propertymethodologies that FinServ believes are reasonable under the circumstances. The pro forma Transaction Accounting Adjustments, plant which are described in the accompanying notes, may be revised as additional information becomes available and equipment 4,345,811 - 4,345,811 Provision 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 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 doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss share and per share – Basic 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 diluted 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 (0.13 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 (0.14 ) Weighted average number 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 common stock: – Basic 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 diluted 61,992,386 61,992,386 The following table sets forth 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 unaudited condensed combined statement 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: • the audited historical financial statements of ▇▇▇▇▇▇▇ as of and for the year ended December 31, 2020, and the related notes thereto, included elsewhere in this proxy statement/prospectus; • the audited historical consolidated financial statements of Katapult as of and for the year ended December 31, 2020, and the related notes thereto, included elsewhere in this proxy statement/prospectus; and • 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 ▇▇▇▇▇▇▇ and Katapult included elsewhere in this proxy statement/prospectus. The unaudited pro forma condensed combined financial information is for illustrative purposes only and is not necessarily indicative of what the actual results of operations for and financial position would have been had the nine months ended September 30merger and PIPE Investment taken place on the dates indicated, 2021. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes nor are an integral part they indicative of the Pro Forma Financial Statementsfuture consolidated results of operations or financial position of the combined company.
Appears in 1 contract
Sources: Merger Agreement
Basis of Presentation. The following unaudited pro forma condensed combined financial statements (the “Pro Forma Financial Statements”) give effect information was prepared in accordance with U.S. GAAP and pursuant to the Acquisitionrules and regulations of Article 11 of Regulation S-X. The unaudited pro forma combined balance sheet as of March 31, 2023 was prepared using the historical consolidated balance sheets of Imara and Enliven as of March 31, 2023. The unaudited pro forma condensed combined statements statement of operations for the nine three months ended September 30, 2021 and the year ended December March 31, 2020 give effect to the Acquisition as if it had occurred on January 1, 2020. The unaudited pro forma condensed combined balance sheet as of September 30, 2021 gives effect to the Acquisition as if it had occurred on September 30, 2021. While the Pro Forma Financial Statements are helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies would have actually performed if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions 2023 and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on our financial condition. The pro forma information has been prepared using the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America. Under the acquisition method of accounting, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Form 8-K/A and may be subject to change. The Company will finalize the acquisition accounting within the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occur, and those differences could have a material impact on the pro forma information and the combined company’s future results of operations and financial position. At the time of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminated. In addition, the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the pro forma unaudited condensed combined balance sheet as of September 30, 2021. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited condensed combined statement of operations for the year ended December 31, 20202022 were prepared using the historical statements of operations and comprehensive loss of Imara and Enliven for the three months ended March 31, 2023 and for the year ended December 31, 2022, respectively, and gives effect to the Merger as if it occurred on January 1, 2022. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost For accounting purposes, Enliven is considered to be the acquirer, and the Merger was accounted for as a reverse recapitalization of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research Imara by Enliven because upon the closing of the Merger, the pre-combination assets of Imara were primarily cash. Under reverse recapitalization accounting, the assets and development expenses 1,678,895 4,126,935 5,805,830 Sales liabilities of Imara were recorded, as of the date of the Merger, at their fair value. No goodwill or intangible assets were recognized and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on property, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in any excess consideration transferred over the fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable the net assets of Imara, following determination of the actual purchase consideration for Imara are reflected as a reduction to nonadditional paid-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable in capital. Consequently, the financial statements of Enliven reflect the operations of the acquirer for accounting purposes together with a deemed issuance of shares, equivalent to shareholders the shares held by the former stockholders of CBAK Energy Technologythe legal acquirer and a recapitalization of the equity of the accounting acquirer. The accompanying unaudited pro forma combined financial information is derived from the historical financial statements of Imara and Enliven, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable and includes adjustments to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable give pro forma effect to CBAK Energy Technologyreflect the accounting for the transaction in accordance with U.S. GAAP. The historical financial statements of Enliven shall become the historical financial statements of the combined company. To the extent there are significant changes to the business following completion of the Merger, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic the assumptions and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets estimates set forth in the unaudited pro forma consolidated financial information could change significantly. Accordingly, the pro forma unaudited condensed combined statement of operations for adjustments are subject to further adjustment as additional information becomes available and as additional analyses are conducted following the nine months ended September 30, 2021. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part completion of the Pro Forma Financial StatementsMerger. There can be no assurances that these additional analyses will not result in material changes to the estimates of fair value.
Appears in 1 contract
Basis of Presentation. The following unaudited pro forma condensed combined financial statements (the “Pro Forma Financial Statements”) give effect to the Acquisition. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and the year ended December 31, 2020 give effect to the Acquisition as if it had occurred on January 1, 2020. The unaudited pro forma condensed combined balance sheet as of September 30, 2021 gives effect to the Acquisition as if it had occurred on September 30, 2021. While the Pro Forma Financial Statements are helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies would have actually performed if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on our financial condition. The pro forma information has been were prepared using the acquisition method of accounting in accordance with generally accepted accounting principles generally accepted in the United States of America. Under the acquisition method of accounting, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Form 8-K/A and may be subject to change. The Company will finalize the acquisition accounting within the required measurement period. Differences between these estimates of fair value (“U.S. GAAP”) and the final acquisition accounting may occur, and those differences could have a material impact on the pro forma information and the combined company’s future results regulations of operations and financial position. At the time of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) and are intended to show how the Acquisition might have affected the historical financial statements if the Acquisition had been completed on April 13January 1, 2021 and our Form 8-K filed with 2022 for the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminated. In addition, the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result purpose of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the pro forma unaudited condensed combined balance sheet as of September 30, 2021. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited condensed combined statement of operations for the year six months ended December 31June 30, 20202022. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost The Acquisition will be accounted for as a business combination, with the Company treated as the “acquirer” and VCN treated as the “acquired” company for financial reporting purposes. Under the acquisition method of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research accounting, the total estimated purchase price of an acquisition allocated to the net tangible and development expenses 1,678,895 4,126,935 5,805,830 Sales intangible assets is based on their estimated fair values. Such valuations are based on available information and marketing expenses 701,404 752,838 1,454,242 General certain assumptions that management believes are reasonable. The preliminary allocation of the purchase price to the tangible and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge intangible assets acquired and liabilities assumed is based on propertyvarious preliminary estimates. Accordingly, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth the pro forma adjustments are preliminary and have been made solely for the purpose of providing this unaudited pro forma combined financial information. Differences between these preliminary estimates and the final acquisition accounting may occur and these differences could be material. The differences, if any, could have a material impact on the accompanying unaudited pro forma condensed combined statement financial information and the Company’s future results of operations and financial position. The unaudited pro forma condensed combined financial information includes certain reclassifications to conform the historical financial statement presentation of VCN to the Company. See “Note 3 – Reclassifications and Conforming Basis Adjustments” herein for additional information on the nine months ended September 30, 2021reclassifications. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research Certain disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in these unaudited pro forma condensed combined financial statements as permitted by SEC rules and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part of the Pro Forma Financial Statementsregulations.
Appears in 1 contract
Sources: Share Purchase Agreement (Synthetic Biologics, Inc.)
Basis of Presentation. The following M&M Acquisition is being accounted for as a business combination using the acquisition method of accounting under US GAAP, in accordance with the provisions of ASC 805, which requires assets acquired and liabilities assumed to be recorded at their acquisition date fair value. ASC 820, Fair Value Measurements, defines the term “fair value” 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.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgement could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances. As of the date of this Current Report, Celanese has not completed the detailed valuation studies necessary to determine the fair value of M&M Business’ assets acquired and the liabilities assumed and the related allocations of purchase price. Therefore, the allocation of the purchase price as reflected in the unaudited pro forma condensed combined financial statements (is based upon management's preliminary estimates of the “Pro Forma Financial Statements”) give effect fair value of the assets acquired and liabilities assumed. The final allocation of the purchase price will be determined after completion of the detailed valuation studies and determination of the estimated fair value of M&M Business’ assets and liabilities, and associated tax adjustments. Any adjustments to the Acquisition. The preliminary estimated fair value amounts could have a significant impact on the unaudited pro forma condensed combined financial statements of operations for the nine months ended September 30, 2021 contained herein and the year ended December 31, 2020 give effect to the Acquisition as if it had occurred on January 1, 2020. The unaudited pro forma condensed combined balance sheet as of September 30, 2021 gives effect to the Acquisition as if it had occurred on September 30, 2021. While the Pro Forma Financial Statements are helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies would have actually performed if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on our financial condition. The pro forma information has been prepared using the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America. Under the acquisition method of accounting, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Form 8-K/A and may be subject to change. The Company will finalize the acquisition accounting within the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occur, and those differences could have a material impact on the pro forma information and the combined company’s future results of operations and financial position. At There can be no assurance that such finalization will not result in material changes. Celanese’s and the time M&M Business’ historical financial statements were prepared in accordance with US GAAP and presented in US dollars. As discussed in Note 3, certain reclassifications were made to align Celanese’s and the M&M Business’ financial statement presentation. Celanese has not identified all adjustments necessary to conform the M&M Business’ accounting policies to Celanese’s accounting policies. As more information becomes available, Celanese will perform a more detailed review of the filing M&M Business’ accounting policies. As a result of this Form 8-K/Athat review, differences could be identified between the Company does not expect accounting policies of the two companies that, when conformed, could have a material changes to impact on the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptionscombined company’s financial information. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6Further, there were no other material intercompany transactions and balances between Celanese and the Company M&M Business as of and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminated. In addition, the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the pro forma unaudited condensed combined balance sheet as of September six months ended June 30, 2021. Cash 2022 and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited condensed combined statement of operations for the year ended December 31, 2020. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research and development expenses 1,678,895 4,126,935 5,805,830 Sales and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on property, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth the pro forma unaudited condensed combined statement of operations for the nine months ended September 30, 2021. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part of the Pro Forma Financial Statements.
Appears in 1 contract
Basis of Presentation. The following unaudited pro forma condensed combined financial statements (the “Pro Forma Financial Statements”) give effect to the Acquisition. The unaudited pro forma condensed combined financial statements show the historical results of operations for of Collegium and Ironshore and have been prepared to illustrate the nine months ended September 30effect of the Acquisition, 2021 including pro forma assumptions and the year ended December 31, 2020 give effect adjustments related to the Acquisition Acquisition, as if it had occurred on January 1, 2020described in these accompanying notes. The acquisition of Greenbrook is considered an acquisition of a business, as defined in Accounting Standards Codification (“ASC”) Topic 805, . Therefore, the unaudited pro forma condensed combined balance sheet as of September 30, 2021 gives effect to the Acquisition as if it had occurred on September 30, 2021. While the Pro Forma Financial Statements are helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies would statements have actually performed if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on our financial condition. The pro forma information has been prepared using the acquisition method of accounting in accordance with accounting principles ASC 805, which generally accepted in the United States of America. Under the acquisition method of accounting, the Acquisition is accounted for by recognizing requires the acquired assets, including separately identifiable intangible assets, assets and assumed liabilities to be recognized at their acquisition-date fair values. Any excess of value at the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwillAcquisition Date. The pro forma adjustments are based upon statements of operations may differ from the assumptions and information available at the time of the preparation of this Form 8-K/A and may be subject to change. The Company will finalize the Company’s final acquisition accounting within for a number of reasons, including the required measurement period. Differences between these fact that the estimates of fair value values of assets acquired and liabilities assumed as of the final acquisition accounting may occurAcquisition Date are preliminary and therefore subject to change within the measurement period (no longer than one year from the Acquisition Date), at which time the valuation analysis and those differences could have a material impact on the other analyses are finalized. The preliminary purchase price allocation is discussed in Note 3. The unaudited pro forma information and the condensed combined company’s future results statements of operations and financial position. At are presented as if the time of the filing of this Form 8-K/AAcquisition occurred on January 1, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions2023. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report information has been adjusted on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminated. In addition, the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the pro forma basis for transaction accounting adjustments as defined within Article 11 of Regulation S-X. The unaudited pro forma condensed combined balance sheet is presented as of if the Acquisition occurred on September 30, 20212024. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of The historical consolidated financial information has been adjusted on a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma basis for transaction accounting adjustments as defined within Article 11 of Regulation S-X. The unaudited condensed combined statement of operations for the year ended December 31, 2020. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research and development expenses 1,678,895 4,126,935 5,805,830 Sales and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on property, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth the pro forma unaudited condensed combined statement balance sheet is provided for illustrative purposes only and does not purport to represent what the actual consolidated results of operations for the nine months ended companies would have been had the Acquisition occurred on September 30, 2021. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part of the Pro Forma Financial Statements2024.
Appears in 1 contract
Basis of Presentation. The following unaudited pro forma condensed combined financial statements (are derived from the “Pro Forma Financial Statements”) give effect to historical consolidated financial statements of Domtar and the Acquisitionhistorical consolidated financial statements of Resolute. The unaudited pro forma condensed combined statements of operations earnings for the year ended December 31, 2021 and the nine months ended September 30, 2021 and the year ended December 31, 2020 give effect to the Acquisition 2022 have been prepared as if it the Merger and related financing transactions had occurred been consummated on January 1, 20202021, the beginning of the earliest period presented. The unaudited pro forma condensed combined balance sheet as of September 30, 2021 gives effect to the Acquisition was prepared as if it the Merger and related financing transactions had occurred been consummated on September 30, 20212022. While the The Unaudited Pro Forma Combined Financial Statements are helpful in showing the financial characteristics of the consolidated companies, it Information is not intended to show how the consolidated companies would have actually performed if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of prepared as a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on our financial condition. The pro forma information has been prepared business combination using the acquisition method of accounting in accordance with accounting principles generally accepted Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“Topic 805”), using the fair value concepts defined in ASC Topic 820, Fair Value Measurements and Disclosures. Domtar has been treated as the United States of Americaacquirer for financial reporting purposes. Under the acquisition method of accounting, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable allocated to Resolute’s assets and liabilities for preparation of the Unaudited Pro Forma Financial Information is recognized based upon their estimated preliminary fair values assuming the Merger was completed as goodwillof September 30, 2022. The Unaudited Pro Forma Combined Financial Information may differ from the final purchase accounting given that the purchase price is preliminary and subject to finalization of customary closing adjustments and that the identification and measurement of assets acquired and liabilities assumed are preliminary and subject to change as detailed valuation studies are finalized. The final purchase accounting adjustments may be materially different from the unaudited pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Form 8-K/A and may be subject to changeadjustments. The Company will finalize Unaudited Pro Forma Combined Financial Information is presented for illustrative purposes only and do not give effect to any cost savings from operating efficiencies or revenue synergies that may result from the acquisition accounting within Merger. The Unaudited Pro Forma Combined Financial Information also does not purport to represent what the required measurement period. Differences between these estimates actual consolidated results of fair value and operations of Domtar would have been had the final acquisition accounting may occur, and those differences could have a material impact Merger been completed on the pro forma information and dates assumed, nor is it indicative of future consolidated results of operations or the consolidated financial position of the combined company’s future results of operations and financial position. At Any transaction, separation or integration costs will be expensed in the time appropriate accounting periods after completion of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptionsMerger. The Unaudited Pro Forma Combined Financial Statements Information is derived from and should be read in conjunction with our (i) the Domtar historical audited consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminated. In addition, the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the pro forma unaudited condensed combined balance sheet as of September 30, 2021. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited condensed combined statement of operations for the year ended December 31, 2020. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research 2021, and development expenses 1,678,895 4,126,935 5,805,830 Sales and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on property, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth the pro forma Domtar historical unaudited condensed combined statement of operations consolidated financial statements for the nine months period ended September 30, 2022, and (ii) the Resolute historical audited consolidated financial statements for the year ended December 31, 2021, included elsewhere in this document and the Resolute historical unaudited consolidated financial statements for the period ended September 30, 2022, included elsewhere in this document. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost All amounts shown in this section are in millions of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research U.S. dollars and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change all historical amounts are in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 accordance with GAAP. The accompanying notes are an integral part of the Unaudited Pro Forma Combined Financial StatementsInformation has been compiled in a manner consistent with the accounting policies adopted by Domtar.
Appears in 1 contract
Sources: Merger Agreement (Domtar CORP)
Basis of Presentation. The following unaudited pro forma condensed combined financial statements and these notes present the unaudited pro forma condensed combined financial position and results of operations of BioLife (the “Pro Forma Financial Statements”) give after giving effect to the Merger with GCI, the Acquisition of SCI, and adjustments described in these notes, subject to the assumptions and limitations described herein), and are intended to illustrate the impact of the Merger on BioLife. The Merger will be and the Acquisition was accounted for as a business combination using the acquisition method of accounting under the provisions of Accounting Standards Codification ("ASC") 805, "Business Combinations" ("ASC 805"). Under ASC 805, generally all assets acquired and liabilities assumed are recorded at their acquisition date fair value. For pro forma purposes, the fair value of GCI's identifiable tangible and intangible assets acquired and liabilities assumed are based on a preliminary estimate of fair value as of March 31, 2021. Transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X. The unaudited pro forma condensed combined financial statements do not reflect any cost savings, operating synergies or the impact of restructuring actions that the combined company may achieve as a result of the Merger or Acquisition, or the costs necessary to achieve such cost savings, operating synergies or restructuring actions. The unaudited pro forma condensed combined financial statements and these notes have been prepared using the acquisition method of operations for accounting under ASC 805, based on the nine months ended September 30historical financial statements, including the related notes, of BioLife, GCI, and SCI. The unaudited pro forma condensed combined balance sheet as of March 31, 2021 and reflects the year ended December 31, 2020 give effect to the Acquisition Merger as if it had been completed on March 31, 2021 and combines the consolidated balance sheets of BioLife and GCI as of March 31, 2021. The unaudited pro forma statements of operations reflect the Merger and Acquisition as if they occurred on January 1, 2020. The unaudited pro forma condensed combined balance sheet as of September 30, 2021 gives effect to the Acquisition as if it had occurred on September 30, 2021. While the Pro Forma Financial Statements are helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies would have actually performed if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on our financial condition. The pro forma information has been prepared using the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America. Under the acquisition method of accounting, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Form 8-K/A and may be subject to change. The Company will finalize the acquisition accounting within the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occur, and those differences could have a material impact on the pro forma information and the combined company’s future results of operations and financial position. At the time of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminated. In addition, the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the pro forma unaudited condensed combined balance sheet as of September 30, 2021. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited condensed combined statement of operations for the year ended December 31, 2020. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research and development expenses 1,678,895 4,126,935 5,805,830 Sales and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on property, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth 2020 combines the pro forma unaudited condensed combined statement of operations of BioLife for the year ended December 31, 2020, the statement of operations of GCI for the year ended December 31, 2020, and the unaudited statement of operations of SCI for the nine months ended September 30, 2020. The unaudited pro forma statement of operations for the three months ended March 31, 2021 combines the statement of operations of BioLife for the three months ended March 31, 2021 and the statement of operations of GCI for the three months ended March 31, 2021. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost The historical financial statements of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research BioLife, GCI, and development expenses 3,344,817 3,773,359 7,118,176 Sales SCI have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Merger and marketing expenses 1,262,999 626,422 1,889,421 General the Acquisition, in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment certain assumptions that our management believe are reasonable. The unaudited pro forma condensed combined financial statements and these notes include unaudited pro forma adjustments based on preliminary valuations of non-marketable equity securities (690,585 ) - (690,585 ) Change in assets and liabilities of GCI. These adjustments are preliminary and will be revised as additional information becomes available and additional valuation work is performed. The final purchase price allocations will be based on the fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part the assets acquired and the liabilities assumed as of the Pro Forma Financial Statementsclosing of the Merger. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed in determining the final purchase price allocations, BioLife will apply U.S. GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at the measurement date. The fair value measurements will utilize estimates based on key assumptions in connection with the Merger, including historical and current market data. The final purchase price allocation will be determined after the completion of the Merger, and the final allocations may differ materially from those presented in the unaudited pro forma financial statements and these notes. Included in the historical statement of operations of Global Cooling for the year ended December 31, 2020 are the following nonrecurring items for which no adjustment has been made: · Litigation settlement expense was recognized related to a mediation agreement between Global Cooling and a former supplier in the amount of $4.0 million. · Gain on debt extinguishments were recognized related to the Paycheck Protection Program and JobsOhio Workforce Retention Loan programs in the amount of approximately $2.1 million.
Appears in 1 contract
Basis of Presentation. The following unaudited pro forma condensed combined financial statements (balance sheet as of December 31, 2014 and the “Pro Forma Financial Statements”) give effect to the Acquisition. The unaudited pro forma condensed combined statements of operations for the nine three months ended December 31, 2014 and for the twelve months ended and the year ended September 30, 2021 2014 are based on the historical financial statements of Good Times Restaurants Inc. and the year ended December 31Bad Daddy’s International, 2020 give LLC, after giving effect to our acquisition of Bad Daddy’s International, LLC and after applying the Acquisition as if it had occurred on January 1assumptions, 2020reclassifications and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined balance sheet as of September 30, 2021 gives effect to the Acquisition as if it had occurred on September 30, 2021. While the Pro Forma Financial Statements are helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies would have actually performed if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on our financial condition. The pro forma information has been prepared using the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America. Under the acquisition method of accounting, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Form 8-K/A and may be subject to change. The Company will finalize the acquisition accounting within the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occur, and those differences could have a material impact on the pro forma information and the combined company’s future results of operations and financial position. At the time of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements statements should be read in conjunction with our the historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans Good Times Restaurants Inc. included in our 2020 its Annual Report on Form 10-K filed with and Quarterly Reports on Form 10-Q, and the U.S. Securities and Exchange Commission (audited financial statements of Bad Daddy’s International, LLC, included herein. The unaudited pro forma condensed combined financial statements have been presented for informational purposes only. The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of what the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements combined company’s results of operations or financial position that would need to have reported had the acquisition been completed as of the dates presented, and should not be eliminatedtaken as a representation of the combined company’s future consolidated results of operations or financial position. In additionThe unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting. As such, identifiable assets acquired and liabilities assumed are recognized at fair value as of the Pro Forma Financial Statements acquisition date. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net amounts of the identifiable assets acquired and the liabilities assumed. The unaudited pro forma condensed combined financial statements do not reflect any adjustments for restructuring activities or expected operating efficiencies or cost savings, operating synergies or revenue enhancements savings that may be achieved with respect to the combined company may achieve and realize as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, companies or the costs necessary to achieve these such restructuring activities, cost savings, savings and operating synergies and revenue enhancements. The following table sets for the pro forma unaudited condensed combined balance sheet as of September 30, 2021. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited condensed combined statement of operations for the year ended December 31, 2020. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research and development expenses 1,678,895 4,126,935 5,805,830 Sales and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on property, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth the pro forma unaudited condensed combined statement of operations for the nine months ended September 30, 2021. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part of the Pro Forma Financial Statementssynergies.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Good Times Restaurants Inc)
Basis of Presentation. The following unaudited pro forma condensed combined financial statements (the “Pro Forma Financial Statements”) give effect information was prepared in accordance with U.S. GAAP and pursuant to the Acquisitionrules and regulations of Article 11 of Regulation S-X. The unaudited pro forma combined balance sheet as of December 31, 2022 was prepared using the historical consolidated balance sheets of Imara and Enliven as of December 31, 2022. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and the year ended December 31, 2020 give effect to the Acquisition as if it had occurred on January 1, 2020. The unaudited pro forma condensed combined balance sheet as of September 30, 2021 gives effect to the Acquisition as if it had occurred on September 30, 2021. While the Pro Forma Financial Statements are helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies would have actually performed if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on our financial condition. The pro forma information has been prepared using the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America. Under the acquisition method of accounting, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Form 8-K/A and may be subject to change. The Company will finalize the acquisition accounting within the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occur, and those differences could have a material impact on the pro forma information and the combined company’s future results of operations and financial position. At the time of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminated. In addition, the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the pro forma unaudited condensed combined balance sheet as of September 30, 2021. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited condensed combined statement of operations for the year ended December 31, 20202022 was prepared using the historical statements of operations and comprehensive loss of Imara and Enliven for the year ended December 31, 2022 and gives effect to the Merger as if it occurred on January 1, 2022. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost For accounting purposes, Enliven is considered to be the acquirer, and the Merger was accounted for as a reverse recapitalization of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research Imara by Enliven because upon the closing of the Merger, the pre-combination assets of Imara are expected to be primarily cash. Under reverse recapitalization accounting, the assets and development expenses 1,678,895 4,126,935 5,805,830 Sales liabilities of Imara will be recorded, as of the date of the Merger, at their fair value. No goodwill or intangible assets will be recognized and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on property, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in any excess consideration transferred over the fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable the net assets of Imara, following determination of the actual purchase consideration for Imara will be reflected as a reduction to nonadditional paid-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable in capital. Consequently, the financial statements of Enliven reflect the operations of the acquirer for accounting purposes together with a deemed issuance of shares, equivalent to shareholders the shares held by the former stockholders of CBAK Energy Technologythe legal acquirer and a recapitalization of the equity of the accounting acquirer. The accompanying unaudited pro forma combined financial information is derived from the historical financial statements of Imara and Enliven, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable and includes adjustments to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable give pro forma effect to CBAK Energy Technologyreflect the accounting for the transaction in accordance with U.S. GAAP. The historical financial statements of Enliven shall become the historical financial statements of the combined company. To the extent there are significant changes to the business following completion of the Merger, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic the assumptions and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets estimates set forth in the unaudited pro forma consolidated financial information could change significantly. Accordingly, the pro forma unaudited condensed combined statement of operations for adjustments are subject to further adjustment as additional information becomes available and as additional analyses are conducted following the nine months ended September 30, 2021. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part completion of the Pro Forma Financial StatementsMerger. There can be no assurances that these additional analyses will not result in material changes to the estimates of fair value.
Appears in 1 contract
Basis of Presentation. The following accompanying unaudited pro forma condensed combined financial information was prepared based on the historical financial statements (of Ring and the “historical consolidated financial statements of Stronghold. The Stronghold Acquisition has been accounted for as an asset acquisition in accordance with ASC 805. The fair value of the consideration paid by Ring and allocation of that amount to the underlying assets acquired, on a relative fair value basis, will be recorded on Ring’s books as of the date of the closing of the Stronghold Acquisition. Additionally, costs directly related to the Stronghold Acquisition are capitalized as a component of the purchase price. The Unaudited Pro Forma Financial Statements”) give effect to Condensed Combined Statements of Operations for the AcquisitionSix Months Ended June 30, 2022 and the Year Ended December 31, 2021 were prepared assuming the Stronghold Acquisition occurred on January 1, 2021. The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2022 was prepared as if the Stronghold Acquisition had occurred on June 30, 2022. The unaudited pro forma condensed combined statements of operations financial information and related notes are presented for illustrative purposes only. If the nine months ended September 30, 2021 Stronghold Acquisition and the year ended December 31, 2020 give effect to the Acquisition as if it other transactions contemplated herein had occurred on January 1in the past, 2020the Company’s operating results might have been materially different from those presented in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined balance sheet financial information should not be relied upon as an indication of September 30, 2021 gives effect to operating results that the Acquisition as if it had occurred on September 30, 2021. While the Pro Forma Financial Statements are helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies Company would have actually performed achieved if the events described above Stronghold Acquisition and other transactions contemplated herein had in fact occurred taken place on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on our financial condition. The pro forma information has been prepared using the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America. Under the acquisition method of accounting, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Form 8-K/A and may be subject to change. The Company will finalize the acquisition accounting within the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occur, and those differences could have a material impact on the pro forma information and the combined company’s future results of operations and financial position. At the time of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminatedspecified date. In addition, future results may vary significantly from the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that results reflected in the combined company may achieve and realize as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the unaudited pro forma unaudited condensed combined balance sheet as of September 30, 2021. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited condensed combined financial statement of operations for and should not be relied upon as an indication of the year ended December 31, 2020. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost future results the Company will have after the contemplation of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research the Stronghold Acquisition and development expenses 1,678,895 4,126,935 5,805,830 Sales and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on property, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth the other transactions contemplated by these unaudited pro forma unaudited condensed combined statement of operations for financial information. In Ring’s opinion, all adjustments that are necessary to present fairly the nine months ended September 30, 2021. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part of the Pro Forma Financial Statementsunaudited pro forma condensed combined financial information have been made.
Appears in 1 contract
Basis of Presentation. The following 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, 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 (the “Pro Forma Financial StatementsTransaction Accounting Adjustments”) give effect and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). ▇▇▇▇▇▇▇ has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the Acquisition. The unaudited pro forma condensed combined statements financial information. The Transaction Accounting Adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an understanding of operations for the nine months ended September 30, 2021 combined company upon consummation of the merger and the year ended December 31, 2020 give effect to the Acquisition as if it had occurred on January 1, 2020PIPE Investment. The unaudited pro forma condensed combined balance sheet as of September 30December31, 2021 2020 gives effect to the Acquisition merger and the PIPE Investment as if it had they occurred on September 30December 31, 20212020. While the Pro Forma Financial Statements are helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies would have actually performed if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the The unaudited pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on our financial condition. The pro forma information has been prepared using the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America. Under the acquisition method of accounting, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Form 8-K/A and may be subject to change. The Company will finalize the acquisition accounting within the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occur, and those differences could have a material impact on the pro forma information and the combined company’s future results of operations and financial position. At the time of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminated. In addition, the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the pro forma unaudited condensed combined balance sheet as of September 30, 2021. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited 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. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost Management has made significant estimates and assumptions in its determination of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research the pro forma Transaction Accounting Adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these estimates, the final amounts recorded may differ materially from the information presented. The pro forma Transaction Accounting Adjustments reflecting the consummation of the merger and development expenses 1,678,895 4,126,935 5,805,830 Sales the PIPE Investment are based on certain currently available information and marketing expenses 701,404 752,838 1,454,242 General certain assumptions and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on propertymethodologies that FinServ believes are reasonable under the circumstances. The pro forma Transaction Accounting Adjustments, plant which are described in the accompanying notes, may be revised as additional information becomes available and equipment 4,345,811 - 4,345,811 Provision 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 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 doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss share and per share – Basic 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 diluted 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 (0.13 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 (0.14 ) Weighted average number 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 common stock: – Basic 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 diluted 61,992,386 61,992,386 The following table sets forth 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 unaudited condensed combined statement 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: • the audited historical financial statements of ▇▇▇▇▇▇▇ as of and for the year ended December31, 2020, and the related notes thereto, included elsewhere in this proxy statement/prospectus; • the audited historical consolidated financial statements of Katapult as of and for the year ended December 31, 2020, and the related notes thereto, included elsewhere in this proxy statement/prospectus; and • 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 ▇▇▇▇▇▇▇ and Katapult included elsewhere in this proxy statement/prospectus. The unaudited pro forma condensed combined financial information is for illustrative purposes only and is not necessarily indicative of what the actual results of operations for and financial position would have been had the nine months ended September 30merger and PIPE Investment taken place on the dates indicated, 2021. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes nor are an integral part they indicative of the Pro Forma Financial Statementsfuture consolidated results of operations or financial position of the combined company.
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Sources: Agreement and Plan of Merger
Basis of Presentation. The following accompanying unaudited pro forma condensed combined financial statements (were prepared based on the “historical consolidated financial statements of Vital, Maple, H▇▇▇▇, Tall City, Forge and Driftwood. The Forge Acquisition and Driftwood Acquisition have been accounted for as an asset acquisition in accordance with ASC 805. The Maple Acquisition, H▇▇▇▇ Acquisition and Tall City Acquisition have been assumed to be asset acquisitions in accordance with ASC 805 for purposes of these unaudited pro forma condensed combined financial statements. The fair value of the consideration paid by Vital for the Acquisitions and allocation of that amount to the underlying assets acquired were allocated on a relative fair value basis. Additionally, costs directly related to the Acquisitions are assumed to be capitalized as a component of the purchase price. Certain of the historical amounts for the Acquisitions have been reclassified to conform to the financial statement presentation of Vital. Additionally, adjustments have been made to the historical financial information of Maple, H▇▇▇▇, Tall City, Forge and Driftwood to remove certain assets and liabilities retained by the sellers in each separate transaction. The Unaudited Pro Forma Financial Statements”) Condensed Combined Balance Sheet as of June 30, 2023 gives effect to the Maple Acquisition, H▇▇▇▇ Acquisition and Tall City Acquisition as if they had been completed on June 30, 2023. The Forge Acquisition and Driftwood acquisition were completed prior to June 30, 2023 and therefore are reflected in the historical unaudited condensed consolidated balance sheet of Vital at June 30, 2023. The Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended June 30, 2023 and the year ended December 31, 2022 give effect to the AcquisitionAcquisitions as if they been completed on January 1, 2022. The unaudited pro forma condensed combined statements of operations financial information and related notes are presented for illustrative purposes only. If the nine months ended September 30, 2021 Acquisitions and the year ended December 31, 2020 give effect to the Acquisition as if it other transactions contemplated herein had occurred on January 1in the past, 2020V▇▇▇▇’s operating results might have been materially different from those presented in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined balance sheet financial information should not be relied upon as an indication of September 30, 2021 gives effect to the Acquisition as if it had occurred on September 30, 2021. While the Pro Forma Financial Statements are helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies operating results that Vital would have actually performed achieved if the events described above Acquisitions and other transactions contemplated herein had in fact occurred taken place on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the Pro Forma Financial Statements all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. We believe that the assumptions utilized to prepare the pro forma adjustments provide a reasonable basis for presenting the significant effects of the transactions and that the Pro Forma Financial Statements are factually supportable, give appropriate effect to the impact of the events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on our financial condition. The pro forma information has been prepared using the acquisition method of accounting in accordance with accounting principles generally accepted in the United States of America. Under the acquisition method of accounting, the Acquisition is accounted for by recognizing the acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition-date fair values. Any excess of the purchase consideration over the acquisition-date fair values of these identifiable assets and liabilities is recognized as goodwill. The pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Form 8-K/A and may be subject to change. The Company will finalize the acquisition accounting within the required measurement period. Differences between these estimates of fair value and the final acquisition accounting may occur, and those differences could have a material impact on the pro forma information and the combined company’s future results of operations and financial position. At the time of the filing of this Form 8-K/A, the Company does not expect material changes to the assets acquired or liabilities assumed, with the exception of deferred tax assets and liabilities which were valued using preliminary assumptions. The Pro Forma Financial Statements should be read in conjunction with our historical consolidated financial statements and the notes thereto of CBAT and Zhejiang Hitrans included in our 2020 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 13, 2021 and our Form 8-K filed with the SEC on March 17, 2022. Apart from those transactions listed in Note 5 and Note 6, there were no other material transactions between the Company and Zhejiang Hitrans during the periods presented in the Pro Forma Financial Statements that would need to be eliminatedspecified dates. In addition, future results may vary significantly from the Pro Forma Financial Statements do not reflect any cost savings, operating synergies or revenue enhancements that results reflected in the combined company may achieve and realize as a result of the Acquisition, the costs to integrate the operations of the Company and Zhejiang Hitrans, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The following table sets for the unaudited pro forma unaudited condensed combined balance sheet as of September 30, 2021. Cash and cash equivalents 1,993,531 1,108,050 3,101,581 Pledged deposits 15,552,996 1,916,605 17,469,601 Debt products - 1,706,326 1,706,326 Trade and bills receivable, net 22,231,442 37,986,532 60,217,974 Inventories 9,249,455 11,792,548 21,042,003 Prepayments and other receivables 9,715,578 1,889,687 (155,957) 11,449,308 Amount due from related party - 62,048 62,048 Amount due from trustee - 1,240,964 5(a) (1,240,964 ) - Income tax recoverable - 46,519 46,519 Investment in sales-type lease, net 838,649 - 838,649 Total current assets 59,581,651 57,749,279 115,934,009 Property, plant and equipment, net 42,050,589 18,312,476 5(b) 1,523,808 61,886,873 Construction in progress 49,246,115 1,838,569 51,084,684 Non-marketable equity securities 702,807 - 702,807 Hitrans loan 20,326,775 - (3,019,821 )5(a) (17,306,954 ) - Deposit paid for acquisition of a subsidiary 6,404,435 - 5(a) (6,404,435 ) - Payment to trustee 1,944,683 - 5(c) (1,481,126 ) 463,557 Lease assets - finance lease - 1,484,178 1,484,178 Operating lease right-of-use assets, net 1,981,422 53,376 2,034,798 Prepaid land use right- non current 7,465,426 6,215,059 5(b) 6,834 13,687,319 Intangible assets, net 21,418 829,308 5(b) 1,148,414 1,999,140 Investment in sales-type lease, net 980,731 - 980,731 Amount due from related party, non current - 124,097 124,097 Goodwill - - 5(b) 1,709,399 1,709,399 Deferred tax assets - 1,564,720 1,564,720 Total assets 190,706,052 88,171,062 253,656,312 Trade and bills payable 21,050,320 35,699,153 56,749,473 Other short-term loans 680,563 - 680,563 Accrued expenses and other payables 15,796,594 1,454,689 (155,957) 5(b) 463,980 17,559,306 Dividend payable - 2,656,664 5(d) (1,304,601) 1,352,063 Amount due to shareholder and CBAT - 20,326,898 (3,019,821 ) 17,307,077 Payables to former subsidiaries, net 361,874 - 361,874 Deferred government grants, current 153,402 286,973 440,375 Product warranty provisions 124,670 - 124,670 Operating lease liability, current 753,404 - 753,404 Warrants liability 10,474,000 - 10,474,000 Total current liabilities 49,394,827 60,424,377 105,802,805 Deferred government grants, non-current 8,833,848 - 8,833,848 Deferred tax liabilities - - 5(b) 325,346 325,346 Operating lease liability 801,266 - 801,266 Product warranty provision 1,873,626 - 1,873,626 Long term tax payable 7,606,677 - 7,606,677 Total liabilities 68,510,244 60,424,377 125,243,568 Commitments and contingencies Common stock 88,555 4,289,924 5(c) (4,289,924 ) 88,555 Donated shares 14,101,689 - 14,101,689 Additional paid-in capital 241,232,244 25,262,444 5(c) (25,262,444 ) 241,232,244 Statutory reserves 1,230,511 266,308 5(c) (266,308 ) 1,230,511 Accumulated deficit (131,654,694 ) (2,572,446 ) 5(c) (1,481,126 ) (132,951,657 ) 5(c) 2,925,064 5(c) (352,618 ) 5(c) 184,163 Accumulated other comprehensive income 1,240,354 476,196 5(c) (644,749 ) 1,240,354 5(c) 168,553 Less: Treasury shares (4,066,610) - (4,066,610 ) Total shareholders’ equities 122,172,049 27,722,426 120,875,086 Non-controlling interests 23,759 24,259 5(c) (24,161) 7,537,658 5(b) 7,513,899 5(c) (98 ) Total of equities 122,195,808 27,746,685 128,412,744 Total liabilities and shareholders’ equity $ 190,706,052 $ 88,171,062 $ 253,656,312 The following table sets forth the pro forma unaudited condensed combined financial statement of operations for and should not be relied upon as an indication of the year ended December 31, 2020. Net revenues $ 37,566,152 $ 84,484,272 (12,396,483 ) $ 109,653,941 Cost future results Vital will have after the contemplation of revenues (34,852,132 ) (77,704,570 ) 12,396,483 6 (a) (661,114 ) (100,821,333 ) Gross profit 2,714,020 6,779,702 8,832,608 Operating expenses: Research the Acquisitions and development expenses 1,678,895 4,126,935 5,805,830 Sales and marketing expenses 701,404 752,838 1,454,242 General and administrative expenses 3,745,676 2,378,922 6,124,598 Impairment charge on property, plant and equipment 4,345,811 - 4,345,811 Provision for doubtful accounts 721,737 737,896 1,459,633 Total operating expenses 11,193,523 7,996,591 19,190,114 Operating loss (8,479,503 ) (1,216,889 ) (10,357,506 ) Finance (expenses) income, net (1,399,095 ) 170,453 (1,228,642 ) Other (expenses) income, net (40,170 ) 676,574 636,404 Changes in fair value of warrants liability 2,072,000 - 2,072,000 Loss before income tax (7,846,768 ) (369,862 ) (8,877,744 ) Income tax credit - 386,639 6 (c) (99,167 ) 287,472 Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Less: Net loss (income) attributable to non-controlling interests 39,870 21 6 (a)(c) (137,285 ) (97,394 ) Net loss (income) attributable to shareholders of CBAK Energy Technology, Inc. $ (7,806,898 ) $ 16,798 $ (8,687,666 ) Net (loss) income (7,846,768 ) 16,777 (8,590,272 ) Other comprehensive income (loss) – Foreign currency translation adjustment 1,499,949 1,519,280 3,019,229 Comprehensive (loss) income (6,346,819 ) 1,536,057 (5,571,043 ) Less: Comprehensive loss attributable to non-controlling interests 45,042 1,638 46,680 Comprehensive (loss) income attributable to CBAK Energy Technology, Inc. (6,301,777 ) 1,537,695 (5,524,363 ) Loss per share – Basic and diluted (0.13 ) (0.14 ) Weighted average number of shares of common stock: – Basic and diluted 61,992,386 61,992,386 The following table sets forth the other transactions contemplated by the unaudited pro forma unaudited condensed combined statement of operations for financial information. In Vital’s opinion, all adjustments that are necessary to present fairly the nine months ended September 30, 2021. Net revenues $ 24,867,393 $ 97,875,308 (1,360,655 ) $ 121,382,046 Cost of revenues (20,798,931 ) (86,911,922 ) 1,360,655 6 (a) (495,836 ) (106,846,034 ) Gross profit 4,068,462 10,963,386 14,536,012 Operating expenses: Research and development expenses 3,344,817 3,773,359 7,118,176 Sales and marketing expenses 1,262,999 626,422 1,889,421 General and administrative expenses 5,823,560 2,334,094 6 (b) (197,356 ) 7,960,298 Provision for doubtful accounts (437,475 ) - (437,475 ) Total operating expenses 9,993,901 6,733,875 16,530,420 Operating (loss) profit (5,925,439 ) 4,229,511 (1,994,408 ) Finance income (expenses), net 174,442 (162,141 ) 12,301 Other income, net 1,619,194 27,670 1,646,864 Impairment of non-marketable equity securities (690,585 ) - (690,585 ) Change in fair value of warrants 57,174,000 - 57,174,000 Income before income tax 52,351,612 4,095,040 56,148,172 Income tax expense - (269,630 ) 6 (c) 74,376 (195,254 ) Net income 52,351,612 3,825,410 55,952,918 Less: Net income attributable to non-controlling interests (21,995 ) (36 ) 6 (a)(c) (102,963 ) (124,994 ) Net income attributable to shareholders of CBAK Energy Technology, Inc. $ 52,329,617 $ 3,825,374 $ 55,827,924 Other comprehensive income (loss) Net loss 52,351,612 3,825,410 55,952,918 – Foreign currency translation adjustment 1,473,992 315,156 1,789,148 Comprehensive income 53,825,604 4,140,566 57,742,066 Less: Comprehensive (income) loss attributable to non-controlling interests (16,024 ) 684 (15,340 ) Comprehensive income attributable to CBAK Energy Technology, Inc. $ 53,809,580 $ 4,141,250 $ 57,726,726 Income per share – Basic $ 0.60 $ 0.64 – Diluted $ 0.60 $ 0.64 Weighted average number of shares of common stock: – Basic 87,043,490 87,043,490 – Diluted 87,349,010 87,349,010 The accompanying notes are an integral part of the Pro Forma Financial Statementsunaudited pro forma condensed combined financial information have been made.
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