RiskOn International (ROII) 8-K/A Consolidated Financial Statements

Exhibit 99.5

ECOARK HOLDINGS, INC.

PRO FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS AND SHARES IN THOUSANDS)

The following unaudited pro forma consolidated financial statements give effect to the acquisition of Banner Midstream Corp., White River Holdings Corp., and Shamrock Upstream Energy LLC. The White River Holdings Corp. figures include White River Energy LLC and White River Operating LLC., collectively referred to as Banner (“Banner”) as of December 31, 2019 by Ecoark Holdings, Inc. (“Ecoark” and the “Company”) and are based on estimates and assumptions set forth herein and in the notes to such pro forma statements.

On March 27, 2020, Banner Midstream Corp. acquired both White River Holdings Corp., and Shamrock Upstream Energy LLC, and then was acquired by Ecoark. Ecoark issued 8,945 shares of common stock valued at $4,866 to acquire Banner Midstream Corp. This transaction was completed and Ecoark was the surviving entity and Banner Midstream Corp., along with White River Holdings Corp. and Shamrock Upstream Energy LLC became wholly-owned subsidiaries.

In addition, on May 31, 2019, the Trend Discovery Holdings LLC (“Trend Discovery”) through a newly formed company, Trend Discovery Holdings, Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ecoark to acquire 100% of Trend Discovery pursuant to a merger of Trend Discovery with and into Ecoark (the “Merger”). The Merger was completed on May 31, 2019 and as agreed in the Merger Agreement, Ecoark is the surviving entity in the Merger and the separate corporate existence of Trend Discovery has ceased to exist. Pursuant to the terms of the Merger, Trend Discovery Holdings, Inc. exchanged their shares into 5,500 shares of Ecoark valued at $3,236.

These transactions are being accounted for as an acquisition. No cash was paid relating to the acquisitions.

The following unaudited pro forma consolidated statements of operations for the year ended December 31, 2019 (Banner Midstream Corp. and Shamrock Upstream Energy LLC), from April 1, 2019 (Inception) through December 31, 2019 (White River Holdings Corp.) and for the nine months ended December 31, 2019 (Ecoark) of the Company and Banner gives effect to the above as if the transactions had occurred at the beginning of the period. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2018 (Banner Midstream Corp., Shamrock Upstream Energy LLC and Trend Discovery) and March 31, 2019 (Ecoark) of the Company, Banner and Trend Discovery gives effect to the above as if the transactions had occurred at the beginning of the period. The unaudited pro forma consolidated balance sheet at December 31, 2019 assumes the effects of the above as if this transaction had occurred as of January 1, 2018 (Banner Midstream Corp., Shamrock Upstream Energy, Inc., and Trend Discovery), April 1, 2019 (White River Holdings Corp.) and April 1, 2018 (Ecoark).

ECOARK HOLDINGS, INC.

PRO FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(AMOUNTS AND SHARES IN THOUSANDS)

The unaudited pro forma consolidated financial statements are based upon, and should be read in conjunctions with the Company’s audited consolidated financial statements as of and for the year ended March 31, 2019 and audited consolidated financial statements of Trend Discovery as of and for the year ended December 31, 2018, audited consolidated financial statements of Banner Midstream Corp. as of and for the years ended December 31, 2019 and 2018, audited financial statements of Shamrock Upstream Energy LLC as of and for the years ended December 31, 2019 and 2018, and the audited combined financial statements of White River Operating LLC and White River Energy LLC as of June 30, 2019 and for the period April 1, 2019 (Inception) through June 30, 2019 and the unaudited combined financial statements of White River Holdings Corp, White River Operating LLC and White River Energy LLC as of December 31, 2019 and for the six months ended December 31, 2019.

The unaudited pro forma consolidated financial statements and notes thereto contained forward-looking statements that involve risks and uncertainties. Therefore, our actual results may vary materially from those discussed herein. The unaudited pro forma consolidated financial statements do not purport to be indicative of the results that would have been reported had such events actually occurred on the dates specified, nor is it indicative our future results. We refer you to the above referenced financial statements as well as to the Company’s annual report on Form 10-K for the year ended March 31, 2020 for additional disclosure regarding these acquisitions.

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ECOARK HOLDINGS, INC.

NOTES TO UNAUDITED PRO FORMA

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE/TWELVE MONTHS ENDED DECEMBER 31, 2019

FOR THE YEAR ENDED MARCH 31, 2019/DECEMBER 31, 2018

(AMOUNTS AND SHARES IN THOUSANDS)

NOTE A – ACCOUNTING TREATMENT APPLIED AS A RESULT OF THIS TRANSACTION

The acquisition of Banner is being accounted for as a business combination, whereby Ecoark is the acquirer.

NOTE B – ADJUSTMENT

(1)	To record the acquisition of Banner (March 27, 2020) which includes the adjustment of certain amounts to their respective fair values for changes in those amounts for the current fiscal year. Ecoark acquired Banner for $4,866 (8.945 shares of common stock) and assumed debt of approximately $11,774.
(2)	Represents the conversion of a credit facility and accrued interest of $2,275 (3,855 shares of common stock).
(3)	Represents the exercise of warrants that contained derivative liabilities into shares of common stock.
(4)	Collection of accounts receivable through March 27, 2020.
(5)	Payment of accounts payable through March 27, 2020.
(6)	Represents subsequent events for issuance of common shares and conversion of debt, including the exercise of warrants and stock options through June 29, 2020.
(7)	Represents repayment of debt through June 29, 2020.
(8)	Represents activity of Ecoark from January 1, 2020 through March 27, 2020.
(9)	Represents estimated change in depreciation, amortization, depletion and accretion as if Banner was operating in full capacity.
(10)	Represents estimated change in interest expense as a result of the conversion/repayment of debt that has occurred through June 29, 2020.

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NOTE C – PRO FORMA WEIGHTED AVERAGES SHARES OUTSTANDING (in thousands)

Pro forma shares outstanding assuming the transaction occurred as of December 31, 2019:

EARK Weighted Average Shares Outstanding	61,342
Pro forma adjustments	29,722
Pro forma shares outstanding	91,064

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ECOARK HOLDINGS, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2019

(IN THOUSANDS)

	Ecoark Holdings,			Banner Midstream			White River									Pro Forma Ecoark Holdings,
	Inc.			Corp.			Holdings		Shamrock				Adjustments			Inc.
ASSETS
CURRENT ASSETS
Cash and restricted cash	$	106		$	227		$	101	$	55	(4	)	$	96		$	5,621
											(5	)		(179	)
											(6	)		7,013
											(7	)		(1,798	)
Accounts receivable, net of allowance		96			44			-		-	(1	)		128			172
											(4	)		(96	)
Prepaid expenses and other current assets		420			523			11		-	(1	)		238			1,192
Total current assets		622			794			112		55				5,402			6,985
NON-CURRENT ASSETS
Goodwill		3,223			-			-		-	(1	)		7,002			10,225
Property and equipment, net		608			3,489			-		42	(1	)		(174	)		3,965
Intangible assets		-			-			-		-	(1	)		2,350			2,350
Oil and gas properties		-			-			520		582	(1	)		5,033			6,135
Right of use assets		-			779			-		-	(1	)		(48	)		731
Assets of discontinued operations		-			249			-		-				-			249
Other assets		25			-			-		-				-			25
Total non-current assets		3,856			4,517			520		624				14,163			23,680
TOTAL ASSETS	$	4,478		$	5,311		$	632	$	679			$	19,565		$	30,665
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	368		$	2,201		$	270	$	4	(1	)	$	(2,092	)	$	61
											(5	)		(179	)
											(6	)		(511	)
Accrued liabilities		774			-			-		-	(1	)		2,762			3,286
											(2	)		(250	)
Current liabilities of discontinued operations		-			228			-		-				-			228
Current portion of lease liability		-			220			-		-	(1	)		2			222
Current portion of long-term debt		2,435			5,412			-		50	(1	)		1,029			1,759
											(2	)		(2,525	)
											(6	)		(3,942	)
											(7	)		(700	)
Note payable - related parties		403			2,029			275		-	(7	)		(1,023	)		1,684
Due to prior owners		-			-			-		-	(1	)		2,358			2,283
											(7	)		(75	)
Derivative liabilities		3,759			-			-		-	(3	)		(984	)		2,775
Total current liabilities		7,739			10,090			545		54				(6,130	)		12,298
NON-CURRENT LIABILITIES
Asset retirement obligations										223							223
Long-term debt, net of current portion		-			463			-		-	(1	)		(42	)		421
Lease liability, net of current portion		-			566			-		-	(1	)		(56	)		510
Total current liabilities		-			1,029			-		223				(98	)		1,154
COMMITMENTS AND CONTINGENCIES		-			-			-		-				-			-
Total liabilities		7,739			11,119			545		277				(6,228	)		13,452
STOCKHOLDERS’ EQUITY (DEFICIT) (Numbers of shares rounded to thousands)
Preferred stock, $0.001 par value		-			-			-		-				-			-
Common stock, $0.001 par value		69			1			-		-	(1	)		9			99
											(1	)		(1	)
											(2	)		4
											(3	)		4
											(6	)		13
Additional paid-in capital		125,681			2,539			-		-	(1	)		4,857			146,973
											(1	)		(2,539	)
											(2	)		2,771
											(3	)		2,046
											(6	)		11,618
Accumulated deficit		(127,340	)		(8,348	)		87		402	(1	)		8,242			(128,188	)
											(3	)		(1,066	)
											(6	)		(165	)
Treasury stock, at cost		(1,671	)		-			-		-				-			(1,671	)
Total stockholders’ equity (deficit)		(3,261	)		(5,808	)		87		402				25,793			17,213
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	4,478		$	5,311		$	632	$	679			$	19,565		$	30,665

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ECOARK HOLDINGS, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE/TWELVE MONTHS ENDED DECEMBER 31, 2019

(IN THOUSANDS)

	Ecoark Holdings, Inc.			Banner Midstream  Corp.			White River Holdings			Shamrock				Adjustments			Pro Forma Ecoark Holdings, Inc.
	(Nine Months)						(April 1, 2019 (Inception)
							through December 31, 2019)
CONTINUING OPERATIONS
Revenues	$	219		$	14,715		$	593		$	37		(8)	$	129		$	15,693
Cost of revenues		(128	)		(10,228	)		(549	)		(270	)	(8)		(37	)		(11,212	)
Gross profit		91			4,487			44			(233	)			92			4,481
OPERATING EXPENSES
Salary and salary related costs		-			1,940			-			-				-			1,940
Professional fees and consulting		-			-			-			-							-
Other selling, general and administrative expenses		5,680			3,516			893			115		(8)		1,625			12,579
													(9)		750
Research and development		2,109			-			-			-		(8)		363			2,472
Total operating expenses		7,789			5,456			893			115				2,738			16,991
Loss from continuing operations		(7,698	)		(969	)		(849	)		(348	)			(2,646	)		(12,510	)
OTHER INCOME (EXPENSE)
Change in fair value of derivative liability		(2,392	)		-			-			-		(8)		2,023			(369	)
Loss on exchange of warrants for common stock		(1,059	)		-			-			-		(8)		(1,040	)		(2,099	)
Gain on conversion of credit facility		-			-			-			-		(8)		541			541
Gain on sale of equipment/properties		16			-			134			-				-			150
Forgiveness of debt		-			300			-			-				-			300
Other income (expense)		-			(1,099	)		-			-				-			(1,099	)
Interest expense, net		(323	)		(2,866	)		(8	)		(3	)	(8)		(100	)		(1,300	)
													(10)		2,000
Total other income (expense)		(3,758	)		(3,665	)		126			(3	)			3,424			(3,876	)
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES AND DISCONTINUED OPERATIONS		(11,456	)		(4,634	)		(723	)		(351	)			778			(16,386	)
Loss from discontinued operations		2			(5	)		-			-				-			(3	)
Total discontinued operations		2			(5	)		-			-				-			(3	)
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES		(11,454	)		(4,639	)		(723	)		(351	)			778			(16,389	)
Provision for income taxes		-			-			-			-				-			-
NET LOSS	$	(11,454	)	$	(4,639	)	$	(723	)	$	(351	)		$	778		$	(16,389	)
NET LOSS PER SHARE
Basic and Diluted loss per share:
Continuing operations	$	(0.19	)														$	(0.18	)
Discontinued operations	$	0.00															$	(0.00	)
Total	$	(0.19	)														$	(0.18	)
WEIGHTED AVERAGE SHARES OUTSTANDING		61,342																91,064

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ECOARK HOLDINGS, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED MARCH 31, 2019

(IN THOUSANDS)

		Ecoark  Holdings, Inc.			Banner Midstream Corp.			Trend Discovery  Holdings		Shamrock			Adjustments		Pro Forma  Ecoark  Holdings, Inc.
					(a)			(a)		(a)
CONTINUING OPERATIONS
Revenues	$	1,062		$	8,615		$	405	$	19		$	-	$	10,101
Cost of revenues		(699	)		(7,053	)		-		(172	)		-		(7,924	)
Gross profit		363			1,562			405		(153	)		-		2,177
OPERATING EXPENSES
Salary and salary related costs		4,848			2,117			-		-			-		6,965
Professional fees and consulting		1,315			-			-		-			-		1,315
Other selling, general and administrative expenses		5,028			2,201			22		92			-		7,343
Research and development		3,320			-			-		-			-		3,320
Total operating expenses		14,511			4,318			22		92			-		18,943
Loss from continuing operations		(14,148	)		(2,756	)		383		(245	)		-		(16,766	)
OTHER INCOME (EXPENSE)
Change in fair value of derivative liability		3,160			-			-		-			-		3,160
Loss on exchange of warrants for common stock		-			-			-		-			-		-
Gain on conversion of credit facility		-			-			-		-			-		-
Gain on sale of equipment/properties		-			-			-		-			-		-
Forgiveness of debt		-			-			-		-			-		-
Other income (expense)		-			524			-		-			-		524
Interest expense, net		(417	)		(1,168	)		-		(2	)		-		(1,587	)
Total other income (expense)		2,743			(644	)		-		(2	)		-		2,097
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES AND DISCONTINUED OPERATIONS		(11,405	)		(3,400	)		383		(247	)		-		(14,669	)
Loss from discontinued operations		(2,243	)		(308	)		-		-			-		(2,551	)
Total discontinued operations		(2,243	)		(308	)		-		-			-		(2,551	)
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES		(13,648	)		(3,708	)		383		(247	)		-		(17,220	)
Provision for income taxes		(2	)		-			-		-			-		(2	)
NET LOSS	$	(13,650	)	$	(3,708	)	$	383	$	(247	)	$	-	$	(17,222	)
NET LOSS PER SHARE
Basic and Diluted loss per share:
Continuing operations	$	(0.22	)											$	(0.16	)
Discontinued operations	$	(0.04	)											$	(0.03	)
Total	$	(0.27	)											$	(0.19	)
WEIGHTED AVERAGE SHARES OUTSTANDING		51,010													91,064

(a) Represent the year ended December 31, 2018

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