The pro-formas are a bit wonky. Total equity only increased $236 million even though the subs were sold for $275 (including $15 in escrow).
The $236 increase in equity takes into account taxes ($11 million on the pro-forma IS) and transaction costs.
It’s unclear if the transaction costs include the bonuses to Ravich and the Phoenix CEO. it’s also unclear if the pro-forma includes the escrow amount.
If the pro-forma includes the bonuses and excludes the escrow, there’s the potential for another $40 million ($15 escrow + $25 earnout) to show up.
My guess is that the pro-forma excludes both the escrow and the bonuses though.
You also need to include the loss for Q1 since the pro-forma is as of 9/30.
Finally, the pro-forma shows all the debt being paid off, but $6 of it is a convertible note held, in part, by Ravich. I think he’d convert that to equity (conversion price is $0.54/share), so I think you need to add $6 to assets and use 54 million shares o/s.
We’ll have to wait for Q3 financials to see the final actual result. I could be way off here.
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