Common use of Basis of Presentation Clause in Contracts

Basis of Presentation. The Merger will be accounted for as a business combination by HealthEquity using the acquisition method of accounting under the provisions of Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, under GAAP. Under the acquisition method of accounting, the total estimated purchase price of an acquisition is allocated to the net tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. Such valuations are based on available information and certain assumptions that management believes are reasonable. The preliminary allocation of the estimated purchase price to the net tangible and intangible assets acquired and liabilities assumed is based on various preliminary estimates. Accordingly, the pro forma adjustments contained in this herein are preliminary and have been made solely for the purpose of providing these unaudited pro forma combined condensed financial statements. 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 unaudited pro forma combined condensed financial statements presented herein and HealthEquity’s future results of operations and financial position. HealthEquity performed a review of WageWorks’s accounting policies for the purpose of identifying any material differences in significant accounting policies and any accounting adjustments that would be required in connection with adopting uniform policies. Management is not aware of any differences in the accounting policies that could result in material adjustments to the pro forma consolidated financial statements of HealthEquity as a result of conforming the accounting policies except for the presentation of certain financial statement line items as discussed below. However, this assessment is ongoing and these adjustments reflect HealthEquity’s best estimates based upon the information available to date and are preliminary and subject to change once more detailed information is obtained. The final structure and terms of the Facilities will be subject to market conditions and may change materially from the assumptions described above. Changes in the assumptions described above would result in changes to various components of the unaudited pro forma combined condensed balance sheet, including cash and cash equivalents, long-term debt and additional paid-in capital, and various components of the unaudited pro forma combined condensed statements of income, including interest expense, earnings per share and weighted-average shares outstanding. Depending upon the nature of the changes, the impact on the unaudited pro forma combined financial statements could be material. The unaudited pro forma combined condensed financial statements are presented for informational purposes only and does not purport to represent what our results of operations or financial condition would have been had the Merger, the Financing Transactions and the offering actually occurred on the date indicated, nor do they purport to project our results of operations or financial condition for any future period or as of any future date.

Basis of Presentation. The Merger will be accounted for as a business combination by HealthEquity unaudited pro forma condensed combined statement of operations was prepared using the acquisition method of accounting under existing U.S. GAAP standards and are based on our historical consolidated financial statements at December 31, 2010, which includes the provisions financial information of Accounting Standards Codification (“ASC”) Topic 805FutureScripts on a consolidated basis for the period September 13, Business Combinations2010 to December 31, under GAAP2010; financial statements of FutureScripts for the six months ended June 30, 2010; and financial information of FutureScripts for the period from July 1, 2010 through September 12, 2010 as derived using historical financial information of FutureScripts. Under The unaudited pro forma condensed combined statement of operations for the fiscal year ended December 31, 2010 give effect to the Acquisition as if it had occurred on the first day of the period presented. The acquisition method of accountingaccounting under existing U.S. GAAP standards requires, among other things, that all assets acquired and most liabilities assumed be recognized at their fair values as of the total estimated purchase acquisition date. The transaction fees for the Acquisition are expensed as incurred and were approximately $1.5 million. Fair value is defined under existing U.S. GAAP standards as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for an acquisition asset assume the highest and best use by these market participants. As a result of these standards, we may be required to record assets that we do not intend to use or sell and/or to value assets at fair value measurements that do not reflect our intended use of those assets. Many of these fair value measurements can be highly subjective and it is allocated possible that other professionals, applying reasonable judgment to the net tangible same facts and intangible circumstances, could develop and support a range of alternative estimated amounts. The pro forma adjustments described below 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 FutureScripts based on their estimated preliminary estimates of fair valuesvalue. Such Because valuations of acquired assets and liabilities are based on in process, and information may become available information and certain assumptions that management believes are reasonable. The preliminary allocation of within the estimated measurement period which indicates a potential change to these valuations, the purchase price to the net tangible and intangible assets acquired and liabilities assumed allocation is based on various preliminary estimates. Accordingly, the pro forma adjustments contained in this herein are preliminary and have been made solely for the purpose of providing these unaudited pro forma combined condensed financial statements. 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 unaudited pro forma combined condensed financial statements presented herein and HealthEquity’s future results of operations and financial position. HealthEquity performed a review of WageWorks’s accounting policies for the purpose of identifying any material differences in significant accounting policies and any accounting adjustments that would be required in connection with adopting uniform policies. Management is not aware of any differences in the accounting policies that could result in material adjustments to the pro forma consolidated financial statements of HealthEquity as a result of conforming the accounting policies except for the presentation of certain financial statement line items as discussed below. However, this assessment is ongoing and these adjustments reflect HealthEquity’s best estimates based upon the information available to date and are preliminary and subject to change once more detailed information is obtained. The final structure and terms of the Facilities will be subject to market conditions and may change materially from the assumptions described above. Changes in the assumptions described above would result in changes to various components of the unaudited pro forma combined condensed balance sheet, including cash and cash equivalents, long-term debt and additional paid-in capital, and various components of the unaudited pro forma combined condensed statements of income, including interest expense, earnings per share and weighted-average shares outstanding. Depending upon the nature of the changes, the impact on the unaudited pro forma combined financial statements could be materialadjustment. The unaudited pro forma condensed combined condensed financial statements are presented statement is provided for informational illustrative purposes only and does 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 financial condition would have been had position. The unaudited pro forma condensed combined financial statement does 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 Merger, new pricing arrangements pursuant to the Financing Transactions and terms of the offering actually occurred on the date indicated, nor do they purport to project our results of operations new PBM Agreement; or financial condition for (iii) any future period or as of any future dateincremental costs which may be incurred in connection with integrating FutureScripts.

Basis of Presentation. The Merger will be accounted for as a business combination by HealthEquity unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting under existing U.S. GAAP standards and are based on our historical consolidated financial statements and financial statements of FutureScripts for the provisions fiscal year ended December 31, 2009 and as of Accounting Standards Codification (“ASC”) Topic 805and for the six months ended June 30, Business Combinations2010. The unaudited pro forma condensed combined statement of operations for the fiscal year ended December 31, under GAAP2009 and for the six months ended June 30, 2010 give effect to the Acquisition as if it had occurred on the first day of the earliest period presented. Under The unaudited pro forma condensed combined balance sheet as of June 30, 2010 gives effect to the Acquisition as if it had occurred on June 30, 2010. The acquisition method of accountingaccounting under existing U.S. GAAP standards requires, among other things, that all assets acquired and most liabilities assumed be recognized at their fair values as of the total acquisition date. The transaction fees for the Acquisition are expensed as incurred and are estimated purchase price to be $1.6 million, of which Catalyst has incurred approximately $0.7 million in the six months ended June 30, 2010. The transaction fees that will be incurred after June 30, 2010 have not been included as an acquisition is allocated adjustment to the net tangible unaudited pro forma condensed combined statement of operations as they do not meet the criteria of having a continuing impact, but are reflected as a reduction to cash and intangible retained earnings on the unaudited pro forma condensed combined balance sheet. Fair value is defined under existing U.S. GAAP standards as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be 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. As a result of these standards, we may be required to record assets that we do not intend to use or sell and/or to value assets at fair value measurements that do not reflect our intended use of those assets. Many of these fair value measurements can be highly subjective and it is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. The pro forma adjustments described below 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 FutureScripts based on their estimated preliminary estimates of fair valuesvalue. Such Because valuations of acquired assets and liabilities are based on in process, and information may become available information and certain assumptions that management believes are reasonable. The preliminary allocation of within the estimated measurement period which indicates a potential change to these valuations, the purchase price to the net tangible and intangible assets acquired and liabilities assumed allocation is based on various preliminary estimates. Accordingly, the pro forma adjustments contained in this herein are preliminary and have been made solely for the purpose of providing these unaudited pro forma combined condensed financial statements. 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 unaudited pro forma combined condensed financial statements presented herein and HealthEquity’s future results of operations and financial position. HealthEquity performed a review of WageWorks’s accounting policies for the purpose of identifying any material differences in significant accounting policies and any accounting adjustments that would be required in connection with adopting uniform policies. Management is not aware of any differences in the accounting policies that could result in material adjustments to the pro forma consolidated financial statements of HealthEquity as a result of conforming the accounting policies except for the presentation of certain financial statement line items as discussed below. However, this assessment is ongoing and these adjustments reflect HealthEquity’s best estimates based upon the information available to date and are preliminary and subject to change once more detailed information is obtained. The final structure and terms of the Facilities will be subject to market conditions and may change materially from the assumptions described above. Changes in the assumptions described above would result in changes to various components of the unaudited pro forma combined condensed balance sheet, including cash and cash equivalents, long-term debt and additional paid-in capital, and various components of the unaudited pro forma combined condensed statements of income, including interest expense, earnings per share and weighted-average shares outstanding. Depending upon the nature of the changes, the impact on the unaudited pro forma combined financial statements could be materialadjustment. The unaudited pro forma condensed combined condensed financial statements are presented provided for informational illustrative purposes only and does 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 financial condition would have been had position. The unaudited pro forma condensed combined 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 Merger, new pricing arrangements pursuant to the Financing Transactions and terms of the offering actually occurred on the date indicated, nor do they purport to project our results of operations new PBM Agreement; or financial condition for (iii) any future period or as of any future dateincremental costs which may be incurred in connection with integrating FutureScripts.

Basis of Presentation. The Merger will be M&M Acquisition is being accounted for as a business combination by HealthEquity using the acquisition method of accounting under US GAAP, in accordance with the provisions of Accounting Standards Codification (“ASC”) Topic ASC 805, Business Combinations, under GAAP. Under the acquisition method of accounting, the total estimated purchase price of an acquisition is allocated to the net tangible and intangible which requires assets acquired and liabilities assumed based on to be recorded at their estimated acquisition date fair valuesvalue. Such valuations are based on available information 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 certain it is possible the application of reasonable judgement could develop different assumptions that management believes are reasonableresulting in a range of alternative estimates using the same facts and circumstances. The preliminary 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 to be acquired and the liabilities to be assumed and the related allocations of purchase price. Therefore, the allocation of the estimated purchase price to as reflected in the net tangible and intangible preliminary unaudited pro forma condensed combined financial statements is based upon management's preliminary estimates of the fair value of the assets acquired and liabilities assumed is based assumed. The final allocation of the purchase price will be determined after completion of the M&M Acquisition and determination of the estimated fair value of M&M Business’ assets and liabilities, and associated tax adjustments. Any adjustments to the preliminary estimated fair value amounts could have a significant impact on various the preliminary estimates. Accordingly, the pro forma adjustments contained in this herein are preliminary and have been made solely for the purpose of providing these unaudited pro forma condensed combined condensed financial statementsstatements contained herein and our future results of operations and financial position. Differences between these preliminary estimates There can be no assurance that such finalization will not result in material changes. Celanese’s and the final acquisition 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 M&M Business’ accounting may occur and these policies to Celanese’s accounting policies. Upon completion of the M&M Acquisition, or as more information becomes available, Celanese will perform a more detailed review of M&M Business’ accounting policies. As a result of that review, differences could be material. The differencesidentified between the accounting policies of the two companies that, if anywhen conformed, could have a material impact on the combined company’s financial information. Further, there were no material intercompany transactions and balances between Celanese and M&M Business as of and for the three months ended March 31, 2022 and for the year ended December 31, 2021. All amounts presented within these notes to the preliminary unaudited pro forma combined condensed financial statements presented herein and HealthEquity’s future results of operations and financial position. HealthEquity performed a review of WageWorks’s accounting policies for the purpose of identifying any material differences in significant accounting policies and any accounting adjustments that would be required in connection with adopting uniform policies. Management is not aware of any differences in the accounting policies that could result in material adjustments to the pro forma consolidated financial statements of HealthEquity as a result of conforming the accounting policies except for the presentation of certain financial statement line items as discussed below. However, this assessment is ongoing and these adjustments reflect HealthEquity’s best estimates based upon the information available to date and are preliminary and subject to change once more detailed information is obtained. The final structure and terms of the Facilities will be subject to market conditions and may change materially from the assumptions described above. Changes in the assumptions described above would result in changes to various components of the unaudited pro forma combined condensed balance sheet, including cash and cash equivalents, long-term debt and additional paid-in capital, and various components of the unaudited pro forma combined condensed statements of income, including interest expense, earnings per share and weighted-average shares outstanding. Depending upon the nature of the changes, the impact on the unaudited pro forma combined financial statements could be material. The unaudited pro forma combined condensed financial statements are presented for informational purposes only and does not purport to represent what our results of operations or financial condition would have been had the Mergerin millions, the Financing Transactions and the offering actually occurred on the date indicated, nor do they purport to project our results of operations or financial condition for any future period or as of any future dateexcept per share data.

Basis of Presentation. The Merger 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 “Company”) and the financial statements of Sector 5 Digital, LLC, a Texas limited liability company (“S5D”). The unaudited proforma condensed combined financial information is presented as if the transaction had been completed on December 31, 2021 in respect of the unaudited pro forma condensed combined balance sheet; and July 1, 2020 with respect to the unaudited pro forma condensed combined statements of operations for each of the six months ended December 31, 2021 and for the year ended June 30, 2021. The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations 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 be experience after the completion of the transactions. Glimpse has accounted for as a business combination by HealthEquity using the acquisition method of accounting under the provisions of Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, under GAAP. Under in this unaudited pro forma condensed combined financial information using the acquisition method of accounting, the total estimated purchase price of an acquisition is allocated 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 net tangible and intangible assets acquired and liabilities assumed based on their estimated fair valuesat the acquisition date. Such valuations are based on available information and certain assumptions that management believes are reasonable. The preliminary allocation Goodwill as of the estimated acquisition date is measured as the excess of purchase price to consideration over the fair value of net tangible and identifiable intangible assets acquired and liabilities assumed is based on various preliminary estimatesacquired. Accordingly, the pro Pro forma adjustments contained reflected in this herein are preliminary and have been made solely for the purpose of providing these unaudited pro forma combined condensed financial statements. 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 unaudited pro forma condensed combined condensed financial statements presented herein balance sheet are based on items that are factually supportable and HealthEquity’s future results of operations and financial positiondirectly attributable to the transaction. HealthEquity performed a review of WageWorks’s accounting policies for the purpose of identifying any material differences Pro forma adjustments reflected in significant accounting policies and any accounting adjustments that would be required in connection with adopting uniform policies. Management is not aware of any differences in the accounting policies that could result in material adjustments to the pro forma consolidated financial statements condensed combined statement of HealthEquity as operations are based on items that are factually supportable, directly attributable to the transaction and expected to have a result of conforming the accounting policies except for the presentation of certain financial statement line items as discussed below. However, this assessment is ongoing and these adjustments reflect HealthEquity’s best estimates based upon the information available to date and are preliminary and subject to change once more detailed information is obtained. The final structure and terms of the Facilities will be subject to market conditions and may change materially from the assumptions described above. Changes in the assumptions described above would result in changes to various components of the unaudited pro forma combined condensed balance sheet, including cash and cash equivalents, long-term debt and additional paid-in capital, and various components of the unaudited pro forma combined condensed statements of income, including interest expense, earnings per share and weighted-average shares outstanding. Depending upon the nature of the changes, the continuing impact on the unaudited pro forma combined financial statements could be materialresults. The unaudited pro forma proforma condensed combined condensed financial statements are presented for informational purposes only and information does not purport to represent what our results of operations or financial condition would have been had reflect the Merger, the Financing Transactions and the offering actually occurred on the date indicated, nor do they purport to project our results of operations or financial condition for any future period or as cost of any integration activities or benefits from the transaction, including potential synergies that may be generated in future dateperiods.

Basis of Presentation. The Merger unaudited pro forma condensed combined financial statements and related notes are prepared in accordance with Article 11 of Regulation S-X and present the historical financial information of Recursion and Exscientia and present the pro 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 as a business combination by HealthEquity using the acquisition method of accounting under as per the provisions of Accounting Standards Codification ASC 805, using the fair value concepts defined in ASC Topic 820 — Fair Value Measurement (“ASCASC 820”) Topic ), and based on the historical consolidated financial statements of Recursion and the historical consolidated financial statements of Exscientia. Under ASC 805, Business Combinationsall assets acquired, under GAAPand 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. Under the acquisition method The excess of accounting, the total estimated preliminary purchase price over the fair value of an acquisition is allocated to assets acquired and liabilities assumed, if any, will be recorded in goodwill or a potential bargain purchase gain if the net tangible and intangible fair value of assets acquired and liabilities assumed based on their estimated fair valuesare greater than the preliminary purchase price. Such valuations TABLE OF CONTENTS The pro forma adjustments represent management’s best estimates and are based on upon available information as of October 2, 2024 and certain assumptions that the management of Recursion believes are reasonablereasonable under the circumstances. The preliminary allocation of the estimated purchase price to the net tangible and intangible assets acquired and liabilities assumed is based on various preliminary estimates. Accordingly, the unaudited condensed combined pro forma adjustments contained in this herein are preliminary and have been made solely for the purpose of providing these unaudited pro forma combined condensed financial statements. 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 unaudited pro forma combined condensed financial statements presented herein and HealthEquityare not necessarily indicative of what the combined company’s future financial position or results of operations and financial position. HealthEquity performed a review of WageWorks’s accounting policies for the purpose of identifying any material differences in significant accounting policies and any accounting adjustments that would be required in connection with adopting uniform policies. Management is not aware of any differences in the accounting policies that could result in material adjustments to the pro forma consolidated financial statements of HealthEquity as a result of conforming the accounting policies except for the presentation of certain financial statement line items as discussed below. However, this assessment is ongoing and these adjustments reflect HealthEquity’s best estimates based upon the information available to date and are preliminary and subject to change once more detailed information is obtained. The final structure and terms of the Facilities will be subject to market conditions and may change materially from the assumptions described above. Changes in the assumptions described above would result in changes to various components of the unaudited pro forma combined condensed balance sheet, including cash and cash equivalents, long-term debt and additional paid-in capital, and various components of the unaudited pro forma combined condensed statements of income, including interest expense, earnings per share and weighted-average shares outstanding. Depending upon the nature of the changes, the impact on the unaudited pro forma combined financial statements could be material. The unaudited pro forma combined condensed financial statements are presented for informational purposes only and does not purport to represent what our results of operations or financial condition would have been had the Mergerproposed Transaction been completed on the dates indicated. In addition, the Financing Transactions and the offering actually occurred on the date indicated, nor do they unaudited pro forma condensed combined financial information does not purport to project our the future financial position or operating results of operations or the combined company. There were no material transactions between Recursion and Exscientia during the periods presented in the unaudited pro forma condensed combined financial condition for any future period or 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 any future date.June 30, 2024: period end exchange rate as of June 30, 2024 ​ ​ ​ ​ 1.264 ​ ​ 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 six months ended June 30, 2024: average exchange rate for that period ​ ​ ​ ​ 1.265 ​ ​

Basis of Presentation. The unaudited pro forma condensed combined financial information was 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 and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (referred to as management adjustments). ▇▇▇▇▇▇ has elected not to present management adjustments and will only be presenting transaction accounting adjustments related to the accounting for the Merger (the “pro forma adjustments”) in the unaudited pro forma condensed combined financial information. The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary to assist in understanding the combined company upon consummation of the Merger. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2023, and the year ended December 31, 2022, have been prepared by combining the Globus and NuVasive statements of operations for the period and applying the related pro forma adjustments. The pro forma adjustments have been prepared as if the Merger related to NuVasive occurred on January 1, 2022, for the unaudited pro forma condensed combined statements of operations. The pro forma adjustments are based on currently available information and certain estimates and assumptions, and therefore the actual effects of these transactions will differ from the pro forma adjustments. Upon completion of the Merger, Globus controlled NuVasive, and accordingly was determined to be accounted for as a business combination the accounting acquirer. The unaudited pro forma condensed combined financial information has been prepared by HealthEquity Globus using the acquisition method of accounting under the provisions of Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, under in accordance with GAAP. Under the acquisition method of accountingthis method, the total estimated purchase price of an acquisition is aggregate consideration was allocated to the net tangible and intangible NuVasive’s assets acquired and liabilities assumed based on upon their acquisition date estimated fair values. Such valuations are based on available information and certain assumptions that management believes are reasonable. The preliminary allocation excess of the estimated purchase price to over the net tangible and intangible fair value of assets acquired and liabilities assumed is based on various preliminary estimates. Accordingly, the pro forma adjustments contained in this herein are preliminary and have been made solely for the purpose of providing these unaudited pro forma combined condensed financial statements. 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 unaudited pro forma combined condensed financial statements presented herein and HealthEquity’s future results of operations and financial position. HealthEquity performed a review of WageWorks’s accounting policies for the purpose of identifying any material differences in significant accounting policies and any accounting adjustments that would be required in connection with adopting uniform policies. Management is not aware of any differences in the accounting policies that could result in material adjustments was allocated to the pro forma consolidated financial statements of HealthEquity as a result of conforming the accounting policies except for the presentation of certain financial statement line items as discussed below. However, this assessment is ongoing and these adjustments reflect HealthEquity’s best estimates based upon the information available to date and are preliminary and subject to change once more detailed information is obtained. The final structure and terms of the Facilities will be subject to market conditions and may change materially from the assumptions described above. Changes in the assumptions described above would result in changes to various components of the unaudited pro forma combined condensed balance sheet, including cash and cash equivalents, long-term debt and additional paid-in capital, and various components of the unaudited pro forma combined condensed statements of income, including interest expense, earnings per share and weighted-average shares outstanding. Depending upon the nature of the changes, the impact on the unaudited pro forma combined financial statements could be materialgoodwill. The unaudited pro forma condensed combined financial information is based on preliminary estimates of the fair value of the assets and liabilities that were acquired, which requires significant assumptions. Globus management believes that the assumptions used provide a reasonable basis for presenting the significant effects of the transactions and that the pro forma adjustments in the unaudited pro forma condensed combined financial statements are presented for informational purposes only and information gives appropriate effect to the assumptions. These assumptions may change upon the finalization of the fair value, which would have a corresponding impact on the pro forma financial information. The unaudited pro forma condensed combined financial information does not purport reflect the impact of any potential restructuring or integration activities that have yet to represent what our results of operations or financial condition would have been had the Merger, the Financing Transactions and the offering actually occurred on the date indicatedbe determined, nor do they purport the impact of possible cost or growth synergies expected to project our results be achieved by the combined company, as no assurance can be made that such cost or growth synergies will be achieved. The accounting policies followed in preparing the unaudited pro forma condensed combined financial information are those used by Globus as set forth in the historical financial statements. The unaudited pro forma condensed combined financial information reflects any material adjustments known at this time to conform NuVasive historical financial information to Globus’s significant accounting policies based on Globus management’s review of operations or NuVasive’s summary of significant accounting policies, as disclosed in the NuVasive historical financial condition for any future period or as of any future datestatements.

Basis of Presentation. The unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and are not intended to represent the consolidated results of operations or financial position of the combined company that would have been recorded had the merger been completed as of the dates presented and should not be taken as representative of future results of operations or financial position of the combined company. The unaudited pro forma condensed combined financial statements do not reflect the impacts of any potential operational efficiencies, cost savings or economies of scale that the combined company may achieve with respect to the combined operations of the Company and Sidewinder. Additionally, the pro forma statements of operations do not include non-recurring expenses or gains and the related tax effects that result directly from the Merger. The Merger represents a change of control as defined under the Company’s 2012 Omnibus Long-Term Incentive Plan, which will be accounted for as result in the vesting or forfeiture of all of the Company’s outstanding stock-based compensation awards. This will result in a business combination by HealthEquity non-cash charge estimated at $2.6 million that is not reflected in these unaudited pro forma condensed combined financial statements. The Merger is reflected in the unaudited pro forma condensed combined financial statements using the acquisition method of accounting under the provisions of Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, under GAAPaccounting. Under the acquisition method of accountingAs such, the total estimated purchase price as described in Note 3, was measured at the closing date of an acquisition is allocated to the net tangible and intangible Merger using the market price of the Company’s common stock on that date. The assets acquired and liabilities assumed based on their estimated of Sidewinder have been adjusted to fair values. Such valuations are based on available information and certain assumptions that management believes are reasonable. The preliminary allocation of the estimated purchase price to the net tangible and intangible assets acquired and liabilities assumed is value based on various preliminary estimates using assumptions that the Company’s management believes are reasonable and using information that is currently available. Additional information may become available that could materially affect these estimates. AccordinglyFurther, many of these fair value measurements can be highly subjective, and it is possible that other professionals, applying reasonable judgment to the pro forma adjustments contained in this herein are preliminary same facts and have been made solely for circumstances, could develop and support a range of alternative estimated amounts. To the purpose of providing these unaudited pro forma combined condensed financial statements. Differences between extent these preliminary estimates are refined and revised based on updated information, materially different values may result. An excess of the final acquisition accounting may occur purchase price over the estimated fair values of identified assets and these differences could liabilities will be materialallocated to goodwill, while a shortfall will be recognized as a bargain purchase gain. The differences, if any, could have a material impact on the unaudited pro forma combined condensed financial statements presented herein and HealthEquity’s future results of operations and financial position. HealthEquity performed a Further review of WageWorksSidewinder’s accounting policies for the purpose of identifying any material differences in significant accounting policies and any accounting adjustments that would be required in connection with adopting uniform policies. Management is not aware of any differences in the accounting policies that could financial statement presentation may result in material adjustments revisions to Sidewinder’s historical presentation and classification to conform to the pro forma consolidated financial statements of HealthEquity as a result of conforming the accounting policies except for the Company’s presentation of certain financial statement line items as discussed below. However, this assessment is ongoing and these adjustments reflect HealthEquity’s best estimates based upon the information available to date and are preliminary and subject to change once more detailed information is obtained. The final structure and terms of the Facilities will be subject to market conditions and may change materially from the assumptions described above. Changes in the assumptions described above would result in changes to various components of the unaudited pro forma combined condensed balance sheet, including cash and cash equivalents, long-term debt and additional paid-in capital, and various components of the unaudited pro forma combined condensed statements of income, including interest expense, earnings per share and weighted-average shares outstanding. Depending upon the nature of the changes, the impact on the unaudited pro forma combined financial statements could be materialclassification. The unaudited pro forma condensed combined condensed financial statements are presented should be read in conjunction with the historical financial statements of the Company and accompanying notes filed in the Company’s Annual Report on Form 10-K for informational purposes only and does not purport to represent what our results of operations or financial condition would have been had the Mergeryear ended December 31, the Financing Transactions 2017, and the offering actually occurred Company’s Quarterly Report on Form 10-Q for the date indicatednine months ended September 30, nor do they purport 2018, as well as Sidewinder’s historical financial statements and accompanying notes included in Exhibit 99.3 of the Company’s Form 8-K filed in July 31, 2018 and Exhibit 99.3 to project our results of operations or financial condition for any future period or as of any future date.this Form 8-K.

Basis of Presentation. The Merger will be accounted for as a business combination by HealthEquity These pro forma financial statements were prepared using the acquisition method of accounting under the provisions of in accordance with Financial Accounting Standards Board’s Accounting Standards Codification (which is referred to as “ASC”) Topic 805, Business Combinations, under GAAPand use the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosures. Under For accounting purposes, DigitalGlobe is considered to be the acquisition method of accountingaccounting acquirer. ASC 805 requires, the total estimated purchase price of an acquisition is allocated to the net tangible and intangible among other things, that identifiable assets acquired and liabilities assumed based on be recognized at their estimated fair values. Such valuations are based on available information and certain assumptions that management believes are reasonablevalues as of the acquisition date, which is assumed to be the closing date of the merger. The preliminary allocation of the estimated purchase price to the net tangible and intangible assets acquired and liabilities assumed is based on various preliminary estimates. Accordingly, the pro forma adjustments contained reflected in the accompanying unaudited pro forma condensed combined financial statements may be materially different from the actual acquisition accounting adjustments as of the acquisition date. In addition, ASC 805 establishes that the fair value of equity related consideration transferred in a business combination be measured at the acquisition date. Depending on the magnitude of changes in the fair value of DigitalGlobe’s common stock between this herein are preliminary filing date and have been made solely for the purpose acquisition date, the aggregate value of providing the merger consideration paid to GeoEye’s stockholders could differ from the amount assumed in these unaudited pro forma condensed combined condensed financial statements. Differences Under ASC 820, “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 820 specifies a hierarchy of valuation techniques based on the nature of the inputs 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 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 preliminary estimates market participants. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the final acquisition accounting may occur same facts and these differences could be material. The differences, if anycircumstances, could have develop and support a material impact on range of alternative estimated amounts. Under ASC 805, merger-related transaction costs (such as advisory, legal, valuation and other professional fees) are not included as a component of consideration transferred but are accounted for as expenses in the periods in which the costs are incurred. Total estimated merger-related transaction costs, including advisory, legal, regulatory, valuation costs and change in control payments expected to be incurred by DigitalGlobe and GeoEye are as follows (in millions): Advisory fees and fairness opinions $ 20.7 $ 15.4 $ 36.1 Legal 8.6 8.9 17.5 Integration consulting fees 7.8 7.8 Public relations 1.5 0.8 2.3 Accounting 0.7 0.2 0.9 Other 6.3 6.3 Costs incurred during the nine months ended September 30, 2012 (9.7 ) (10.0 ) (19.7 ) Costs accrued as of September 30, 2012 $ 35.9 $ 15.3 $ 51.2 Transaction costs anticipated to be incurred by DigitalGlobe are reflected in the unaudited pro forma condensed combined condensed financial statements presented herein balance sheet as a reduction to retained earnings/increase in accumulated deficit and HealthEquity’s future results of operations and financial positionan increase in accrued liabilities. HealthEquity performed a review of WageWorks’s accounting policies for Transaction costs incurred by GeoEye are included in the purpose of identifying any material differences in significant accounting policies and any accounting adjustments that would be required liabilities assumed in connection with adopting uniform policiesthe merger. Management is not aware of any differences in the accounting policies that could result in material adjustments to the pro forma consolidated financial statements of HealthEquity as a result of conforming the accounting policies except for the presentation of certain financial statement line items as discussed below. However, this assessment is ongoing and these adjustments reflect HealthEquity’s best estimates based upon the information available to date and are preliminary and subject to change once more detailed information is obtained. The final structure and terms of the Facilities will be subject to market conditions and may change materially All transaction costs have been excluded from the assumptions described above. Changes in the assumptions described above would result in changes to various components of the unaudited pro forma condensed combined condensed balance sheet, including cash and cash equivalents, long-term debt and additional paid-in capital, and various components of the unaudited pro forma combined condensed statements of income, including interest expense, earnings per share and weighted-average shares outstanding. Depending upon the nature of the changes, the impact on the unaudited pro forma combined financial statements could be material. The unaudited pro forma combined condensed financial statements are presented for informational purposes only and does not purport to represent what our results statement of operations or financial condition as they are non-recurring in nature. There were no transactions between DigitalGlobe and GeoEye that would have been had the Merger, the Financing Transactions and the offering actually occurred on the date indicated, nor do they purport need to project our results of operations or financial condition for any future period or as of any future datebe eliminated.

Basis of Presentation. The Merger will be accounted for as a business combination by HealthEquity accompanying unaudited pro forma condensed combined financial statements, or the “Pro Forma Statements,” and related notes were prepared using the acquisition method of accounting under with American Woodmark considered the provisions acquirer of Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, under GAAPRSI for accounting purposes. Under the acquisition method of accountingAccordingly, the total estimated purchase price of an acquisition is consideration paid in the RSI Acquisition has been allocated to assets and liabilities of RSI based upon their estimated fair values as of the net tangible and intangible Acquisition Date. Any amount of the consideration that is in excess of the estimated fair values of assets acquired and liabilities assumed based on their estimated fair valueswill be recorded as goodwill after the finalization of the purchase price allocation. Such valuations are based on available information and certain assumptions that Although management believes are that the preliminary purchase price allocation herein is reasonable, there can be no assurance that finalization of such purchase price allocation will not result in material changes from the preliminary purchase price allocation included in the accompanying Pro Forma Financial Statements. The preliminary allocation of historical financial statements have been adjusted in the estimated purchase price Pro Forma Financial Statements to the net tangible and intangible assets acquired and liabilities assumed is based on various preliminary estimates. Accordingly, give effect to events that are (1) directly attributable to the pro forma events, (2) factually supportable, and (3) with respect to the statement of operations, expected to have a continuing impact on the combined company. The unaudited pro forma condensed combined statements of income 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. Such costs may be material and no assurance can be given that cost savings or synergies will be realized. Certain pro forma adjustments contained in this herein are preliminary and have been made solely for to align the purpose accounting policies of providing these unaudited pro forma combined condensed financial statementsRSI with American Woodmark where such RSI accounting policies are expected to change after the Acquisition Date. Differences Further review may identify additional differences between these preliminary estimates and the final acquisition accounting may occur and these differences could be material. The differencespolicies of the two companies that, if anywhen conformed, could have a material impact on the financial statements of the combined company. However, at this time, we are not aware of any accounting policy differences that would have a material impact on the unaudited pro forma condensed combined condensed financial statements presented herein and HealthEquity’s future results of operations and financial position. HealthEquity performed a review of WageWorks’s accounting policies for the purpose of identifying any material differences combined company that are not reflected in significant accounting policies and any accounting adjustments that would be required in connection with adopting uniform policies. Management is not aware of any differences in the accounting policies that could result in material adjustments to the pro forma consolidated financial statements adjustments. Historically, American Woodmark has valued its inventory on a last-in, first-out basis (“LIFO”) and RSI has valued its inventory on a first-in, first-out basis (“FIFO”). American Woodmark’s management intends to maintain RSI’s FIFO valuation basis after the Acquisition Date. Therefore, a pro forma adjustment has not been made to conform RSI’s inventory valuation basis from FIFO to LIFO. American Woodmark operates on a fiscal year basis which ends on April 30 of HealthEquity as each year. Prior to the RSI Acquistion, RSI operated on a result of conforming 52 to 53 week fiscal year, with its fiscal year ending on the accounting policies except for the presentation of certain financial statement line items as discussed below. However, this assessment is ongoing and these adjustments reflect HealthEquity’s best estimates based upon the information available Saturday closest to date and are preliminary and subject to change once more detailed information is obtainedDecember 31. The final structure and terms of the Facilities will be subject to market conditions and may change materially from the assumptions described above. Changes in the assumptions described above would result in changes to various components of the unaudited pro forma combined condensed balance sheet, including cash and cash equivalents, long-term debt and additional paid-in capital, and various components of the unaudited pro forma combined condensed statements of income, including interest expense, earnings per share and weighted-average shares outstanding. Depending upon the nature of the changes, the impact on the unaudited pro forma combined financial statements could be materialincluded herein are labeled based on American Woodmark’s convention. The unaudited pro forma condensed combined condensed financial statements are presented statement of income for informational purposes only and does not purport to represent what our the year ended April 30, 2017 combines the historical audited results of operations or financial condition would have been had American Woodmark for the Mergerfiscal year ended April 30, the Financing Transactions 2017 and the offering actually occurred on the date indicated, nor do they purport to project our unaudited results of operations or financial condition RSI for any future period or the year ended April 1, 2017, which was derived from the audited results of RSI for the fiscal year ended December 31, 2016 less the unaudited results of RSI for the three months ended April 2, 2016 plus the unaudited results of RSI for the three months ended April 1, 2017. The pro forma condensed combined statement of income for the six months ended October 31, 2017 combines the historical unaudited results of American Woodmark for the six months ended October 31, 2017 and the historical unaudited results of RSI for the six months ended September 30, 2017. The pro forma condensed combined balance sheet as of any future dateOctober 31, 2017 combines the historical unaudited balance sheet of American Woodmark as of October 31, 2017 and the historical unaudited balance sheet of RSI as of September 30, 2017.

Basis of Presentation. The Merger will be accounted Pro Forma Statements have been derived from the historical audited consolidated financial statements of Verso included in our Annual Report on Form 10-K for the year ended December 31, 2014, previously filed with the Securities and Exchange Commission and the historical audited financial statements of NewPage, including the notes thereto, which are included as a business combination an Exhibit to this Current Report on Form 8-K/A. Certain financial statement line items included in NewPage’s historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Verso’s historical presentation. For the unaudited pro forma condensed combined statements of operations, depreciation, amortization, and depletion expense has been conformed to the Verso presentation. The reclassification of these items had no impact on the historical total assets, total liabilities, or stockholders’ equity reported by HealthEquity using Verso or NewPage. The reclassifications also did not impact the acquisition method historical earnings from continuing operations. In addition, the impact of differences in NewPage’s accounting under the provisions policy for inventory valuation of Accounting Standards Codification Last in First Out (“ASCLIFO”) Topic 805and Verso’s accounting policy of First in First Out (“FIFO”) is not expected to have a significant impact on cost of products sold, Business Combinations, under GAAPtherefore no adjustment has been reflected in the accompanying Pro Forma Statements for conforming the accounting policy of NewPage to Verso’s policy. Under The NewPage acquisition is reflected in the Pro Forma Statements as an acquisition of NewPage by Verso using the acquisition method of accounting, in accordance with business combination accounting guidance under GAAP. Under these accounting standards, the total estimated purchase price of an acquisition is has been allocated as described in Note 4 to the net tangible Pro Forma Statements, and intangible the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed assumed, Verso has applied the accounting guidance under 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 as of the measurement date. The fair value measurements utilize estimates based on their estimated fair values. Such valuations are based on available information key assumptions in connection with the NewPage acquisition, including historical and certain assumptions that management believes are reasonablecurrent market data. The preliminary allocation of the estimated purchase price to the net tangible and intangible assets acquired and liabilities assumed pro forma information is based on various preliminary estimates. Accordinglythe assumptions, adjustments and eliminations described in the pro forma adjustments contained in this herein are preliminary and have been made solely for accompanying notes to the purpose of providing these unaudited pro forma combined condensed financial statements. Differences between these Although management believes that the preliminary estimates and the final acquisition accounting may occur and these differences could purchase price allocation herein is reasonable, there can be material. The differences, if any, could have a material impact on the unaudited pro forma combined condensed financial statements presented herein and HealthEquity’s future results no assurance that finalization of operations and financial position. HealthEquity performed a review of WageWorks’s accounting policies for the purpose of identifying any material differences in significant accounting policies and any accounting adjustments that would be required in connection with adopting uniform policies. Management is such purchase price allocation will not aware of any differences in the accounting policies that could result in material adjustments to the pro forma consolidated financial statements of HealthEquity as a result of conforming the accounting policies except for the presentation of certain financial statement line items as discussed below. However, this assessment is ongoing and these adjustments reflect HealthEquity’s best estimates based upon the information available to date and are preliminary and subject to change once more detailed information is obtained. The final structure and terms of the Facilities will be subject to market conditions and may change materially changes from the assumptions described above. Changes preliminary purchase price allocation included in the assumptions described above would result in changes to various components of the unaudited pro forma combined condensed balance sheet, including cash and cash equivalents, long-term debt and additional paid-in capital, and various components of the unaudited pro forma combined condensed statements of income, including interest expense, earnings per share and weighted-average shares outstanding. Depending upon the nature of the changes, the impact on the unaudited pro forma combined financial statements could be material. The unaudited pro forma combined condensed financial statements are presented for informational purposes only and does not purport to represent what our results of operations or financial condition would have been had the Merger, the Financing Transactions and the offering actually occurred on the date indicated, nor do they purport to project our results of operations or financial condition for any future period or as of any future dateaccompanying Pro Forma Statements.

Basis of Presentation. The Merger will be acquisition of SynGen was accounted for as a business combination by HealthEquity using in accordance with the acquisition method of accounting under the provisions of Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, under GAAP. Under the acquisition method of accounting, the total estimated purchase price of an acquisition is allocated to the net tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. Such valuations are based on available information and certain assumptions that management believes are reasonable. The preliminary allocation of the estimated purchase price to the net tangible and intangible assets acquired and liabilities assumed is based on various preliminary estimates. Accordingly, the pro forma adjustments contained in this herein are preliminary and have been made solely for the purpose of providing these unaudited pro forma combined condensed financial statements. 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 unaudited pro forma combined condensed financial statements presented herein and HealthEquity’s future results of operations and financial position. HealthEquity performed a review of WageWorks’s accounting policies for the purpose of identifying any material differences in significant accounting policies and any accounting adjustments that would be required in connection business combinations with adopting uniform policies. Management is not aware of any differences in Cesca as the accounting policies that could result in material adjustments to the pro forma consolidated financial statements of HealthEquity as a result of conforming the accounting policies except for the presentation of certain financial statement line items as discussed below. However, this assessment is ongoing and these adjustments reflect HealthEquity’s best estimates based upon the information available to date and are preliminary and subject to change once more detailed information is obtained. The final structure and terms of the Facilities will be subject to market conditions and may change materially from the assumptions described above. Changes in the assumptions described above would result in changes to various components of the unaudited pro forma combined condensed balance sheet, including cash and cash equivalents, long-term debt and additional paid-in capital, and various components of the unaudited pro forma combined condensed statements of income, including interest expense, earnings per share and weighted-average shares outstanding. Depending upon the nature of the changes, the impact on the unaudited pro forma combined financial statements could be materialacquirer. The unaudited pro forma condensed combined financial statements were based on the historical financial statements of Cesca and SynGen after giving effect to the cash payment and the stock issued by ThermoGenesis to consummate the acquisition, as well as certain reclassifications, pro forma adjustments and adjustments to remove certain excluded assets and liabilities of SynGen which Cesca did not acquire under the Asset Acquisition Agreement. SynGen’s historical statements represent the unaudited financial statements for the six month period ended December 31, 2016 and the six month period ended June 30, 2017. In accordance with the acquisition method of accounting for business combinations, the assets acquired were recorded as of the completion of the Transaction, at their respective estimated preliminary fair values, and added to those of Cesca. The excess purchase consideration over the fair values of assets acquired was recorded as goodwill. The accounting standards define 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 measurements date.” Market participants are assumed to be buyers and sellers in the principal (or most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result, Cesca may be required to value assets at fair value measures that do not reflect Cesca’s intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. The accompanying unaudited pro forma condensed combined financial statements are presented for informational illustrative purposes only and does do not purport reflect the costs of any integration activities or benefits that may result from realization of operating synergies expected to represent what our results result from the acquisition. The unaudited pro forma condensed combined balance sheet is presented as if the Transaction had occurred on June 30, 2017. The unaudited pro forma condensed combined statement of operations or financial condition would have been for the fiscal year ended June 30, 2017 is presented as if the Transaction had the Merger, the Financing Transactions and the offering actually occurred on the date indicatedJuly 1, nor do they purport to project our results of operations or financial condition for any future period or as of any future date2016.