Basis of Presentation Sample Clauses

Basis of Presentation. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (the “Final Rule”), which was effective on January 1, 2021. The pro forma financial statements and related notes are presented in accordance with the Final Rule. AAR has elected to present management’s adjustments in addition to transaction accounting adjustments in the pro forma financial statements. Transaction accounting adjustments are included in the preceding pro forma condensed combined financial information tables, while management’s adjustments are included only in note 5 within these notes to unaudited pro forma combined financial information Adjustments included in the “transaction accounting adjustments” column in the pro forma financial statements depict the accounting for the transaction required by GAAP. Transaction accounting adjustments reflect the application of required accounting principles to the transaction, applying the effects of the transaction to AAR’s historical financial information. Certain of the Product Support Business’s historical amounts have been reclassified to conform to AAR’s financial statement presentation, as discussed further in Note 3. The pro forma financial statements should be read in conjunction with (1) our unaudited consolidated financial statements and accompanying notes included in our Quarterly Report on Form 10-Q for the six months ended November 30, 2023 filed with the SEC on December 21 2023; (2) our audited consolidated financial statements and accompanying notes in our Annual Report on Form 10-K for the year ended May 31, 2023 as filed with the SEC on July 18, 2023; and (3) the Product Support Business’s historical audited combined financial statements as of and for the year ended March 31, 2023 and historical unaudited combined financial statements as of and for the nine months ended December 31, 2023 and accompanying notes, which are incorporated by reference as Exhibit 99.2 and Exhibit 99.4, respectively, to this Current Report on Form 8-K. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, the transaction will be accounted for using the acquisition method of accounting with AAR as the acquirer and the Product Support Business as the acquiree. Certain valuations and assessments, including valuations of property and equipment, identifiable intangible assets, assumed liabilities, and the associated income tax impacts are still in process...

Basis of Presentation. The acquisition of SynGen was accounted for in accordance with the acquisition method of accounting for business combinations with Cesca as the accounting acquirer. 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 illustrative purposes only and do not reflect the costs of any integration activities or benefits that may result from realization of operating synergies expected to 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 for the fiscal year ended June 30, 2017 is presented as if the Tr...

Basis of Presentation. In the opinion of management, the unaudited financial statements of the Partnership as of June 30, 1999 and for the three and six months ended June 30, 1999 and 1998 include all adjustments and accruals consisting only of normal recurring accrual adjustments which are necessary for a fair presentation of the results for the interim period. However, these interim results are not necessarily indicative of results for a full year. Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in this Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission. The financial statements should be read in conjunction with the financial statements and the notes thereto contained in the Partnership's Report on Form 10-K for the year ended December 31, 1998, as filed with the Securities and Exchange Commission, a copy of which is available upon request by writing to Rich Dealy, Vice President and Chief Accounting Officer, 5205 North O'Connor Boulevard, 1400 Williams Square West, Irving, Texas 75039-3746. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(1) RESULTS OF OPERATIONS Six months ended June 30, 1999 compared with six months ended June 30, 1998 Revenues: The Partnership's oil and gas revenues decreased 12% to $439,976 from $498,027 for the six months ended June 30, 1999 and 1998, respectively. The decrease in revenues resulted from lower average prices received and a decrease in production. For the six months ended June 30, 1998, 21,076 barrels of oil, 12,312 barrels of natural gas liquids ("NGLs") and 52,185 mcf of gas were sold, or 42,086 barrel of oil equivalents ("BOEs"). For the six months ended June 30, 1998, 24,420 barrels of oil, 9,853 barrels of NGLs and 48,253 mcf of gas were sold, or 42,315 BOEs. The average price received per barrel of oil decreased $1.40, or 10%, from $14.31 for the six months ended June 30, 1998 to $12.91 for the same period in 1999. The average price received per barrel of NGLs increased slightly from $7.13 during the six months ended June 30, 1998 to $7.21 for the same period in 1999. The average price received per mcf of gas decreased 6% from $1.62 during the six months ended June 30, 1998 to $1.52 in 1999. The market price for oil and gas has been extremely volatile in the past decade, and management expects a certain amount of v...

Basis of Presentation. Pursuant to the Asset Purchase Agreement (the “Agreement”) with InterCloud Systems, Inc. (“InterCloud”), a Delaware corporation InterCloud agreed to sell, and Mantra agreed to purchase, 80.1% of the assets associated with InterCloud’s “AW Solutions” business (“AWS”) including, but not limited to, fixed assets, real property, intellectual property, and accounts receivables (collectively, the “Assets”). These unaudited pro forma condensed combined financial statements (“pro forma financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP) and are expressed in US dollars. These pro forma financial statements do not contain all of the information required for annual financial statements. Accordingly, they should be read in conjunction with the most recent annual financial statements of the Company and AWS. The historical consolidated financial statements have been adjusted in the pro forma financial statements to give effect to pro forma events that are (1) directly attributable to the business combination, (2) factually supportable and (3) with respect to the pro forma condensed combined statements of operations, expected to have a continuing impact on the combined results following the business combination. The business combination was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. As the acquirer for accounting purposes, the Company has estimated the fair value of AWS’ assets acquired and liabilities assumed. These pro forma financial statements have been compiled from and include: (a) an unaudited pro forma balance sheet combining the unaudited interim balance sheet of the Company as at February 28, 2017, with the unaudited interim balance sheet of AWS as at March 31, 2017, giving effect to the transaction as if it occurred on February 28, 2017. (b) an unaudited pro forma statement of operations combining the audited annual statement of operations of the Company for the year ended May 31, 2016, with the unaudited statement of operations of AWS for the twelve months ended June 30, 2016, giving effect to the transaction as if it occurred on June 1, 2015. (c) an unaudited pro forma statement of operations combining the unaudited interim statement of operations of the Company for the nine months ended February 28, 2017, with the unaudited interim statement of operations of AWS for the nine months ended March 31, 2017, giv...

Basis of Presentation. The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting in accordance with ASC 805, which uses the fair value concepts defined in ASC Topic 820, Fair Value Measurements, referred to as “ASC 820” in this joint proxy statement/prospectus. ASC 805 requires, among other things, that assets acquired, liabilities assumed and non-controlling interests be recognized at their fair values as of the date of the merger. In addition, ASC 805 requires that the consideration transferred be measured at the date the merger is completed, at the then-current market price. ASC 820 defines 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.” 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 most advantageous market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. Many of these fair value measurements can be highly subjective and it is possible the application of reasonable judgment to the same facts and circumstances could develop different assumptions resulting in a range of alternative estimates. For purposes of preparing the unaudited pro forma condensed combined financial statements, the market price of Anthem common stock was estimated using the closing price of $141.91 on September 25, 2015. Since ASC 805 requires fair value measurements at the date of the merger, amounts assumed in these unaudited pro forma condensed combined financial statements will likely be different than the final amounts recorded at the completion of the merger. Under the acquisition method of accounting, the fair value of the assets acquired and liabilities assumed will be added to those of Anthem. Financial statements and reported results of operations of Anthem issued after completion of the merger will reflect these values, but will not be retroactively restated to reflect the historical financial position or results of operations of Cigna. ASC 805 requires that acquisition-related transaction costs, such as advisory, legal, valuation and other professional fees, not be included as a component of consideration transferred but should be accounted for as expenses in the periods in which such costs are incurred. Total acquisition-rela...

Basis of Presentation. In the opinion of management, the unaudited financial statements of the Partnership as of June 30, 1999 and for the three and six months ended June 30, 1999 and 1998 include all adjustments and accruals consisting only of normal recurring accrual adjustments which are necessary for a fair presentation of the results for the interim period. These interim results are not necessarily indicative of results for a full year. Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in this Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission. The financial statements should be read in conjunction with the financial statements and the notes thereto contained in the Partnership's Report on Form 10-K for the year ended December 31, 1998, as filed with the Securities and Exchange Commission, a copy of which is available upon request by writing to Rich Dealy, Vice President and Chief Accounting Officer, 5205 North O'Connor Boulevard, 1400 Williams Square West, Irving, Texas 75039-3746. ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(1) RESULTS OF OPERATIONS Six months ended June 30, 1999 compared with six months ended June 30, 1998

Basis of Presentation. The 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 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 unaudited pro forma condensed combined statements of operations for the year ended June 30, 2022. 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 experience after the completion of the transactions. Glimpse has accounted for 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 is measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. 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 adjustments reflected in the pro forma condensed combined statement of operations are based on items that are factually supportable, directly attributable to the transaction and expected to have a continuing impact on the combined results. The unaudited proforma condensed combined financial information does not reflect the cost of any integration activities or benefits from the transaction, including potential synergies that may be generated in future periods.

Basis of Presentation. The financial statements have been prepared on a historical cost basis, as explained in the accounting policies set out below. Historical cost is generally based on the fair value of the consideration given in exchange for assets. Fair value is the price that would be received to sell an asset, or the price paid to transfer a liability between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Corporation takes into account the characteristics of the asset or liability that market participants would consider in pricing the asset or liability at the measurement date. Fair value for measurement or disclosure purposes in these financial statements is determined on such a basis, except for transactions related to share-based payments that are within the scope of IFRS 2, lease operations that are within the scope of IAS 17, and measurements with similarities to fair value but are not fair value such as net realizable value in IAS 2 or the value in use in IAS 36. In addition, for financial reporting purposes, the fair value measurements are classified as Level 1, 2 or 3 based on the degree of importance of the inputs to fair value measurement in their entirety, and which are described below: Level 1: Are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.

Basis of Presentation. The unaudited pro forma condensed combined financial information was prepared with the Merger being accounted for as an asset acquisition by Xxxxx of AlmataBio. Upon completion of the Merger, Xxxxx obtained control of AlmataBio’s assets consisting primarily of cash and in-process research and development (“IPR&D”). In accordance with U.S. GAAP, Xxxxx must first assess whether an integrated set of assets and activities should be accounted for as an acquisition of a business or an asset acquisition. An initial screen test is completed to determine if substantially all of the fair value of the gross assets acquired of AlmataBio is concentrated in a single asset or group of similar assets. If that screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Xxxxx accounted for the acquisition of AlmataBio as an asset acquisition as substantially all of the fair value of the gross assets being acquired of AlmataBio is concentrated within AlmataBio’s IPR&D, specifically AVTX-009. Under the asset acquisition method of accounting, the assets acquired and liabilities assumed are recognized and measured at fair value and no goodwill is recorded or recognized. Acquired IPR&D that has no future alternative use is expensed at the time of acquisition. The pro forma adjustments reflecting the consummation of the Merger and PIPE Financing are based on certain currently available information and certain assumptions and methodologies that Xxxxx believes are reasonable under the circumstances. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is possible that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. Xxxxx believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Merger and PIPE Financing based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information does not give eff...

Basis of Presentation. The unaudited pro forma condensed consolidated financial statements present the impact of the TEP Merger on our results of operations. Because the TEP Merger was effective June 30, 2018, the September 30, 2018 statement of financial position as reported reflects the impact of the transaction. The unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2018 has been prepared based on certain pro forma adjustments to our condensed consolidated financial statements set forth in TGE’s Quarterly Report on Form 10-Q for the three months ended September 30, 2018 expected to be filed on October 31, 2018 with the Securities and Exchange Commission. The unaudited pro forma condensed consolidated financial statements are qualified in their entirety by reference to such historical consolidated financial statements and related notes contained therein. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the accompanying notes and with the historical consolidated financial statements and related notes thereto. The pro forma adjustments are based upon currently available information and certain estimates and assumptions; therefore, actual results may differ from the pro forma adjustments. Management believes, however, that the assumptions provide a reasonable basis for presenting the significant effects of the acquisition and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed consolidated financial statements. The unaudited pro forma condensed consolidated financial statements may not be indicative of the results that would have actually occurred if the transaction had taken place on January 1, 2018.