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, giving effect to the transaction as if it occurred on June 1, 2016. The unaudited pro forma financial statements have been compiled using the significant accounting policies as set out in the audited consolidated financial statements of the Company for the year ended May 31, 2016. Based on the review of the accounting policies of AWS, it is the Company’s management’s opinion that there are no material accounting differences between the accounting policies of the Company and AWS. The unaudited pro forma financial statements should be read in conjunction with the historical financial statements and notes thereto of the Company. It is management’s opinion that these pro forma financial statements include all adjustments necessary for the fair presentation, in all material respects, of the proposed transaction described above in accordance with US GAAP applied on a basis consistent with the Company’s accounting policies. The unaudited pro forma financial statements are not intended to reflect the results of operations or the financial position of the Company which would have actually resulted had the proposed transaction been effected on the dates indicated. Further, the unaudited pro forma financial information is not necessarily indicative of the results of operations that may be obtained in the future. The actual pro forma adjustments will depend on a number of factors, and could result in a change to the unaudited pro forma financial statements. NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS FEBRUARY 28, 2017 (UNAUDITED)
Appears in 1 contract
Samples: Asset Purchase Agreement (Mantra Venture Group Ltd.)
Basis of Presentation. Pursuant The accompanying Pro Forma Financial Statements give effect to the Asset Purchase Agreement acquisition by XxXxxx Mining Inc. (the “AgreementCompany” or “XxXxxx”) 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”) includingBlack Fox Complex as described in the Form 8-K dated October 6, but not limited to, fixed assets, real property, intellectual property, and accounts receivables (collectively, the “Assets”)2017. These The accompanying unaudited pro forma condensed combined consolidated financial statements (“pro forma financial statements”) have been prepared in accordance with accounting principles generally accepted in by management of the United States (“US GAAP) Company and are expressed in US dollars. These pro forma financial statements do not contain all of derived from the information required for annual financial statements. Accordingly, they should be read in conjunction with the most recent annual unaudited interim and audited consolidated financial statements of the Company as at and AWSfor the nine months ended September 30, 2017 and for the year ended December 31, 2016, respectively, and the unaudited and audited carve-out financial statements of the Black Fox Complex as at and for the nine months ended September 30, 2017 and for the year ended December 31, 2016, respectively. The historical consolidated financial statements have been adjusted in the pro forma consolidated 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 accounting policies used in the preparation of these pro forma consolidated financial statements are those set out in the Company’s audited consolidated financial statements for the year ended December 31, 2016. The Black Fox Complex prepares its financial statements under IFRS, as outlined in the latest audited carve-out financial statements. As a result, in the preparation of the pro forma consolidated financial statements, several adjustments were made to the Black Fox Complex carve-out financial statements to conform to United States Generally Accepted Accounting Principles (U.S. GAAP). Further accounting policy differences may be identified after consummation and integration of the proposed acquisition. The purchase of the Black Fox Complex was treated as a business combination and was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. As the acquirer acquiror for accounting purposes, the Company has estimated the fair value of AWS’ the assets acquired and liabilities assumedassumed and conformed the accounting policies of the Black Fox Complex to its own accounting policies. These The pro forma consolidated financial statements do not necessarily reflect what the consolidated companies’ financial condition or results of operations would have been compiled from and include:
(a) an unaudited pro forma balance sheet combining had 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 acquisition occurred on February 28, 2017.
(b) an unaudited pro forma statement of operations combining the audited annual statement dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the Company for the year ended May 31, 2016, with the unaudited statement combined companies. The actual financial position and results of operations of AWS for may differ significantly from 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 amounts reflected herein due to a variety of operations combining factors. The consolidated pro forma financial information does not reflect the unaudited interim statement realization of operations any expected cost savings or other synergies from the acquisition of the Company Black Fox Complex as a result of restructuring activities and other planned cost savings initiatives following the completion of the business combination. XXXXXX MINING INC. NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS As at and for the nine months ended February 28September 30, 2017, with the unaudited interim statement of operations of AWS for the nine months ended March 31, 2017, giving effect to the transaction as if it occurred on June 1, 2016. The unaudited pro forma financial statements have been compiled using the significant accounting policies as set out in the audited consolidated financial statements of the Company 2017 and for the year ended May December 31, 2016. Based on the review 2016 (tabular amounts are in thousands of the accounting policies of AWSU.S. dollars, it is the Company’s management’s opinion that there are no material accounting differences between the accounting policies of the Company and AWS. The unaudited pro forma financial statements should be read in conjunction with the historical financial statements and notes thereto of the Company. It is management’s opinion that these pro forma financial statements include all adjustments necessary for the fair presentation, in all material respects, of the proposed transaction described above in accordance with US GAAP applied on a basis consistent with the Company’s accounting policies. The unaudited pro forma financial statements are not intended to reflect the results of operations or the financial position of the Company which would have actually resulted had the proposed transaction been effected on the dates indicated. Further, the unaudited pro forma financial information is not necessarily indicative of the results of operations that may be obtained in the future. The actual pro forma adjustments will depend on a number of factors, and could result in a change to the unaudited pro forma financial statements. NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS FEBRUARY 28, 2017 (UNAUDITEDunless otherwise stated)
Appears in 1 contract
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 (“The accompanying pro forma financial statements”) have information gives effect to the proposed acquisition by Hydro One of Avista. The accompanying pro forma financial information has been prepared by management of Hydro One and is derived from the unaudited and audited consolidated financial statements of Hydro One as at and for the three months ended March 31, 2018 and for the year ended December 31, 2017, respectively, and the unaudited and audited consolidated financial statements of Avista as at and for the three months ended March 31, 2018 and for the year ended December 31, 2017, respectively. The accompanying pro forma financial information uses accounting policies that are consistent with those disclosed in Hydro One’s and Avista’s audited consolidated financial statements as at and for the year ended December 31, 2017 and unaudited consolidated financial statements as at and for the three months ended March 31, 2018 and were prepared in accordance with accounting principles generally accepted in the United States (“US GAAP) ”). The accompanying unaudited pro forma consolidated balance sheet and are expressed unaudited pro forma consolidated statements of operations reflect the Merger as if it had closed on March 31, 2018 and January 1, 2017, respectively. The accompanying unaudited pro forma consolidated financial statements may not be indicative of the results that would have been achieved if the transactions reflected therein had been completed on the dates indicated or the results which may be obtained in US dollarsthe future. These For instance, the actual purchase price allocation will reflect the fair values, at the purchase date, of the assets acquired and liabilities assumed based upon Hydro One’s evaluation of such assets and liabilities following the closing of the Merger and, accordingly, the final purchase price allocation may differ materially from the preliminary allocation reflected herein. The accompanying 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 description of the Merger and the proposed financing thereof contained in documents filed by Hydro One with the securities regulatory authorities in Canada; the most recent annual audited and unaudited consolidated financial statements of Avista, including the Company notes thereto; and AWS. The historical the most recent audited and unaudited consolidated financial statements of Hydro One, including the notes thereto, all of which have been adjusted filed by Hydro One with the securities regulatory authorities in Canada. Certain amounts in the pro forma historical 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 Avista have been compiled from and include:
(a) an reclassified in the 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 and statements of operations combining to reflect 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, giving effect to the transaction as if it occurred on June 1, 2016. The unaudited pro forma financial statements have been compiled using the significant accounting policies as set out presentation classifications in the audited Hydro One’s consolidated financial statements of the Company for the year ended May 31, 2016statements. Based on the review of the accounting policies of AWS, it is the Company’s management’s opinion that there are no material accounting differences between the accounting policies of the Company and AWS. The unaudited pro forma financial statements should be read in conjunction with In addition the historical financial statements and notes thereto of Avista have been translated from U.S. dollars to Canadian dollars to conform to the presentation currency of Hydro One. Management believes the underlying assumptions used for the preparation of the Company. It is management’s opinion that these pro forma financial statements include all adjustments necessary for the fair presentation, in all material respects, of the proposed transaction described above in accordance with US GAAP applied on a basis consistent with the Company’s accounting policies. The unaudited pro forma financial statements are not intended to reflect the results of operations or the financial position of the Company which would have actually resulted had the proposed transaction been effected on the dates indicated. Further, the unaudited pro forma financial information is not necessarily indicative of provide a reasonable basis for presenting the results of operations that may be obtained in significant financial effect directly attributable to the futureMerger. The pro forma adjustments used to prepare the pro forma financial information are tentative and are based on currently available financial information and certain estimates and assumptions. The actual pro forma adjustments to the consolidated financial statements will depend on a number of factors. Therefore, it is expected that the actual adjustments will differ from the pro forma adjustments used to prepare the pro forma financial information, and could result the differences may be material. The pro forma financial information presents the combined effect on the historical statements and provides the following resulting information: Unaudited consolidated balance sheet As of March 31, 2018 Unaudited pro forma condensed consolidated balance sheet, referred to as the unaudited pro forma balance sheet Audited consolidated statement of operations for the year ended December 31, 2017 and unaudited consolidated interim statement of operations for the three months ended March 31, 2018 For the year ended December 31, 2017; and for the three months ended March 31, 2018 Unaudited pro forma condensed consolidated statement of operations, referred to as the unaudited pro forma statements of operations Fair value adjustments to net assets acquired at March 31, 2018 have been applied to the assumed Merger date of January 1, 2017 for purposes of the unaudited pro forma statements of operations (see note 3) Amounts in a change the notes to the unaudited pro forma consolidated financial statementsstatements are stated in Canadian dollars, unless otherwise indicated. NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS FEBRUARY 28, 2017 (UNAUDITED)The accompanying pro forma financial information may not be indicative of the results that would have been achieved if the transactions reflected herein had been completed on the dates indicated or the results which may be obtained in the future.
Appears in 1 contract
Samples: Merger Agreement (Hydro One LTD)
Basis of Presentation. Pursuant to the Asset Purchase Agreement a share exchange agreement dated April 21, 2009, Keewatin Windpower Corp. (the “AgreementKeewatin”) with InterCloud Systems, Inc. is proposing to acquire all of the issued and outstanding shares of Sky Harvest Windpower Corp. (“InterCloudSky Harvest”), 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”). See Note 2. These unaudited pro forma condensed combined consolidated 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 and interim financial statements of the Company Keewatin 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 assumedSky Harvest. These pro forma financial statements have been compiled from and include:
(a) an unaudited pro forma consolidated balance sheet combining the unaudited interim balance sheet of the Company Keewatin as at February 28, 2017, 2009 with the unaudited interim balance sheet of AWS Sky Harvest as at March 31February 28, 20172009, giving effect to the transaction as if it occurred on February 28, 2017.2009;
(b) an unaudited pro forma consolidated statement of operations combining the audited annual unaudited interim statement of operations of the Company Keewatin for the year nine-month period ended May 31February 28, 2016, 2009 with the unaudited interim statement of operations of AWS Sky Harvest for the twelve months nine-month period ended June 30February 28, 20162009, giving effect to the transaction as if it occurred on June 1, 2015.2008; and
(c) an unaudited pro forma consolidated statement of operations combining the unaudited interim audited statement of operations of the Company Keewatin for the nine months year ended February 28May 31, 2017, 2008 with the unaudited interim audited statement of operations of AWS Sky Harvest for the nine months year ended March May 31, 20172008, giving effect to the transaction as if it occurred on June 1, 20162007. The unaudited pro forma financial statements have been compiled using the significant accounting policies as set out in the audited consolidated financial statements of the Company Keewatin for the year ended May 31, 20162008. Based on the review of the accounting policies of AWSSky Harvest, it is the Company’s Keewatin management’s opinion that there are no material accounting differences between the accounting policies of the Company Keewatin and AWSSky Harvest. The unaudited pro forma financial financials statements should be read in conjunction with the historical financial statements and notes thereto of the CompanyKeewatin. It is management’s opinion that these pro forma financial statements include all adjustments necessary for the fair presentation, in all material respects, of the proposed transaction described above in accordance with US GAAP applied on a basis consistent with the CompanyKeewatin ’s accounting policies. No adjustments have been made to reflect potential cost savings that may occur subsequent to completion of the transaction. The pro forma statements of operations do not reflect non-recurring charges or credits directly attributable to the transaction, of which none are currently anticipated. The unaudited pro forma financial statements are not intended to reflect the results of operations or the financial position of the Company Keewatin which would have actually resulted had the proposed transaction transactions been effected on the dates indicated. Further, the unaudited pro forma financial information is not necessarily indicative of the results of operations that may be obtained in the future. The actual pro forma adjustments will depend on a number of factors, and could result in a change to the unaudited pro forma financial statements. NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS FEBRUARY 28, 2017 (UNAUDITED).
Appears in 1 contract
Samples: Share Exchange Agreement (Keewatin Windpower Corp.)
Basis of Presentation. Pursuant The unaudited pro forma condensed combined financial information and notes have been prepared to give effect to the Asset Purchase Agreement formation of the joint venture executed on July 1, 2008 between MCBC and SABMiller as if the assets and liabilities of Xxxxxx and CBC had been contributed as of March 30, 2008 (with respect to the “Agreement”unaudited pro forma condensed combined balance sheet information) and beginning on January 1, 2007 (with InterCloud Systemsrespect to unaudited pro forma condensed combined statements of operations information for the year ended December 30, Inc. (“InterCloud”2007 and thirteen weeks ended March 30, 2008), a Delaware corporation InterCloud agreed to sell. The unaudited pro forma combined financial information has been derived from, 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 (collectivelyshould be read together with, the “Assets”)historical consolidated financial statements of MCBC and the financial statements of Xxxxxx. These unaudited pro forma condensed combined financial statements (“pro forma financial statements”) have been prepared based upon historical financial information of Xxxxxx and MCBC giving effect to the joint venture transaction and other related adjustments described in accordance with accounting principles generally accepted in the United States (“US GAAP) and are expressed in US dollarsthese footnotes. 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 unaudited 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, giving effect to the transaction as if it occurred on June 1, 2016. The unaudited pro forma financial statements have been compiled using the significant accounting policies as set out in the audited consolidated financial statements of the Company for the year ended May 31, 2016. Based on the review of the accounting policies of AWS, it is the Company’s management’s opinion that there are no material accounting differences between the accounting policies of the Company and AWS. The unaudited pro forma financial statements should be read in conjunction with the historical financial statements and notes thereto of the Company. It is management’s opinion that these pro forma financial statements include all adjustments necessary for the fair presentation, in all material respects, of the proposed transaction described above in accordance with US GAAP applied on a basis consistent with the Company’s accounting policies. The unaudited pro forma financial statements are not intended to reflect the results of operations or the financial position of the Company which would have actually resulted had the proposed transaction been effected on the dates indicated. Further, the unaudited pro forma financial information is not necessarily indicative of the results of operations that may would have been achieved had the joint venture transaction actually taken place at the dates indicated and do not purport to be obtained in the futureindicative of future financial position or operating results. The actual pro forma adjustments will depend on a number of factors, and could result in a change to the unaudited pro forma combined financial statementsinformation has been derived from and should be read together with the historical consolidated financial statements of MCBC, which previously have been filed with the SEC, and the historical financial statements of Xxxxxx, which are included herein. NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS FEBRUARY 28The joint venture will be accounted for using the equity method of accounting, 2017 in accordance with U.S. GAAP. Information under the heading "Pro Forma Adjustments" gives effect to the adjustments related to the formation of MillerCoors. Xxxxxx'x most recent fiscal year ended on March 31, 2008 and MCBC's most recent fiscal year ended on December 30, 2007. As such these fiscal year ends do not differ by more than 93 days, and SEC rules allow a combined presentation of these reporting periods for the purposes of pro forma financial information. The unaudited pro forma condensed combined balance sheet was prepared by combining the historical consolidated balance sheet information as of March 30, 2008 for CBC with Xxxxxx'x historical consolidated balance sheet information as of March 31, 2008, assuming the joint venture transaction had occurred on March 30, 2008. The pro forma condensed combined income statement for the year ended December 30, 2007, was prepared by combining the CBC results of operations for the year ended December 30, 2007, with Xxxxxx'x corresponding year ended March 31, 2008, assuming the joint venture transaction had occurred on January 1, 2007, the first day of MCBC's fiscal year ended December 30, 2007. The pro forma condensed combined income statement for the thirteen weeks ended March 30, 2008, was prepared by combining the CBC results of operations income statements for the thirteen weeks ended March 30, 2008, with Xxxxxx'x corresponding financial information for their fourth quarter ended March 31, 2008, also assuming the joint venture transaction had occurred on January 1, 2007. The unaudited pro forma condensed combined income statements do not reflect significant operational and administrative cost savings (UNAUDITED)"synergies") that management of MillerCoors estimates may be achieved as a result of the joint venture, or non-recurring one-time costs that may be incurred as a direct result of the transaction.
Appears in 1 contract
Basis of Presentation. Pursuant to The Merger will be accounted for as a business combination at consolidation using the Asset Purchase Agreement acquisition method of accounting under the provisions of IFRS 3, Business Combinations (the “AgreementIFRS 3”) with InterCloud SystemsYIT determined as the acquirer of Lemminkäinen. The acquisition method of accounting applies the fair value concepts defined in IFRS 13, Inc. Fair Value Measurement (“InterCloudIFRS 13”), and requires, among other things, that the identifiable assets acquired and liabilities assumed in a Delaware corporation InterCloud agreed to sell, and Mantra agreed to purchase, 80.1% business combination are recognised at their fair values as of the acquisition date, with any excess of the purchase consideration over the fair value of identifiable net assets associated with InterCloud’s “AW Solutions” business (“AWS”) including, but not limited to, fixed assets, real property, intellectual property, and accounts receivables (collectively, acquired recognised as goodwill. The purchase price calculation presented herein has been made solely for the “Assets”)purpose of preparing this Unaudited Pro Forma Financial Information. These unaudited pro forma condensed combined financial statements (“pro forma financial statements”) have The Unaudited Pro Forma Financial Information has been prepared in accordance with the Annex II to the Commission Regulation (EU) No 809/2004, as amended and on a basis consistent with the accounting principles generally accepted applied by YIT 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 its consolidated 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 Unaudited Pro Forma Financial Information has not 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 compiled in accordance with ASC Topic 805, Business CombinationsArticle 11 of Regulation S-X under the Securities Act or the guidelines established by the American Institute of Certified Public Accountants. 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 The Unaudited Pro Forma Financial Information is derived 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, giving effect to the transaction as if it occurred on June 1, 2016. The unaudited pro forma financial statements have been compiled using the significant accounting policies as set out in the audited consolidated financial statements of the Company YIT for the year ended May December 31, 20162016 (b) the unaudited half-year financial report of YIT as at and for the six months ended June 30, 2017 (c) the audited consolidated financial statements of Lemminkäinen for the year ended December 31, 2016 and (d) the unaudited half-year financial report of Lemminkäinen as at and for the six months ended June 30, 2017. Based on In the review of the accounting policies of AWS, it following tables this information is the Company’s management’s opinion that there are no material accounting differences between the accounting policies of the Company and AWSlabelled as “historical”. The unaudited pro forma combined statement of financial statements should be read in conjunction with position as at June 30, 2017 gives effect to the historical financial statements and notes thereto of the Company. It is management’s opinion Merger as if it had occurred on that these pro forma financial statements include all adjustments necessary for the fair presentation, in all material respects, of the proposed transaction described above in accordance with US GAAP applied on a basis consistent with the Company’s accounting policiesdate. The unaudited pro forma combined statements of income for the six months ended June 30, 2017 and for the year ended December 31, 2016 give effect to the Merger as if it had occurred on January 1, 2016. The Unaudited Pro Forma Financial Information reflects adjustments to historical financial information to give pro forma effect to events that are directly attributable to the Merger and which are factually supportable. The Unaudited Pro Forma Financial Information and explanatory notes present how YIT’s statements of income and statement of financial position may have appeared had the businesses actually been combined and had YIT’s capital structure reflected the Merger as of the dates noted above. YIT has performed a preliminary alignment of Lemminkäinen’s accounting policies to ensure comparability in the Unaudited Pro Forma Financial Information. Based on the information available at this time, YIT is not aware of any accounting policy differences that could have a material impact on the Unaudited Pro Forma Financial Information. However, certain reclassifications have been made to amounts reflected in Lemminkäinen’s historical financial information to align with YIT’s presentation as described further in Note 1 to the Unaudited Pro Forma Financial Information. Upon the completion of the Merger, YIT will conduct a detailed review of Lemminkäinen’s accounting policies and estimates applied. As a result of that review, YIT may identify additional accounting policy differences between the two companies that, when conformed, could have further impact on the Combined Company’s financial information. Also, the accounting policies to be applied by the Combined Company in the future may differ from the accounting policies applied in the Unaudited Pro Forma Financial Information. The Unaudited Pro Forma Financial Information reflects the application of pro forma adjustments that are not intended preliminary and which are based upon available information and certain assumptions, described in the accompanying notes to reflect the Unaudited Pro Forma Financial Information below and, that management believes are reasonable under the circumstances. Actual results of operations or the Merger may materially differ from the assumptions used in the Unaudited Pro Forma Financial Information. The Unaudited Pro Forma Financial Information has been prepared by management for illustrative purposes only and, because of its nature, it addresses a hypothetical situation, and therefore does not represent the actual financial position or results of the Company which YIT’s operations that would have actually resulted been realised had the proposed transaction been effected on Merger occurred as of the dates indicated. Further, the unaudited pro forma financial information nor is not necessarily it meant to be indicative of the any anticipated financial position or future results of operations that YIT may be obtained in experience going forward. In addition, the future. The actual pro forma adjustments will depend on a number of factors, and could result in a change to the accompanying unaudited pro forma financial statementscombined statement of income do not reflect any expected cost savings, synergy benefits or future integration costs that are expected to be generated or may be incurred as a result of the Merger. NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS FEBRUARY 28All amounts presented are in millions of euros unless otherwise noted. The Unaudited Pro Forma Financial Information set forth herein has been rounded. Accordingly, in certain instances, the sum of the numbers in a column or row may not conform exactly to the total amount given for that column or row. 107 Unaudited Pro Forma Combined Statement of Financial Position as at June 30, 2017 (UNAUDITED)EUR in millions) YIT historical Lemminkäinen historical Merger (Note 2) Combined Company pro forma Assets Non-current assets Property, plant and equipment 55.0 139.1 18.8 212.9 Goodwill 8.1 53.2 327.9 389.2 Other intangible assets 12.3 8.5 51.1 71.9 Investments in associated companies and joint ventures 81.9 4.1 - 86.0 Available-for-sale financial assets 0.4 1.9 - 2.3 Interests-bearing receivables 39.9 - - 39.9 Other receivables 2.6 0.9 1.1 4.5 Deferred tax assets 52.8 33.5 -24.3 62.0 Total non-current assets 253.1 241.2 374.5 868.7 Current assets Inventories 1,701.9 392.1 29.3 2,123.2 Trade and other receivables 219.0 327.5 -1.9 544.5 Income tax receivables 5.3 1.1 - 6.4 Cash and cash equivalents 35.3 56.2 -14.5 77.1 Total current assets 1,961.5 776.9 12.9 2,751.3 Total assets 2,214.5 1,018.0 387.5 3,620.0 Equity and liabilities Total equity attributable to the equity holders of the parent company 533.4 294.3 294.9 1,122.6 Non-controlling interest - 0.0 - 0.0 Total equity 533.4 294.3 294.9 1,122.6 Non-current liabilities Deferred tax liabilities 14.4 9.8 10.8 35.0 Pension obligations 2.1 - - 2.1 Provisions 46.6 19.9 33.3 99.9 Borrowings 268.5 119.2 7.5 395.2 Other liabilities 53.2 0.1 - 53.3 Total non-current liabilities 384.8 149.0 51.6 585.4 Current liabilities Advances received 476.5 170.0 - 646.4 Trade and other payables 402.8 297.7 3.3 703.8 Income tax liabilities 6.1 1.3 - 7.4 Provisions 31.0 11.9 - 42.9 Borrowings 380.0 93.8 37.7 511.5 Total current liabilities 1,296.4 574.7 41.0 1,912.0 Total liabilities 1,681.2 723.7 92.6 2,497.4 Total equity and liabilities 2,214.5 1,018.0 387.5 3,620.0 Refer to accompanying notes to Unaudited Pro Forma Financial Information Unaudited Pro Forma Combined Statement of Income for the six months ended June 30, 2017 (EUR in millions, unless otherwise indicated) YIT historical Lemminkäinen reclassified (Note 1) Merger (Note 2) Note Combined Company pro forma Revenue 961.2 720.5 -2.3 2a 1,679.4 Other operating income 5.0 4.7 - 9.7 Change in inventories of finished goods and work in progress -0.1 17.2 - 17.2 Production for own use 0.4 0.2 - 0.6 Materials and supplies -158.1 -194.1 -5.0 2a -357.2 External services -488.2 -332.8 - -821.0 Personnel expenses -140.1 -139.3 0.3 2a -279.1 Other operating expenses -147.1 -80.4 2.9 2b -224.7 Share of results in associated companies and joint ventures -0.2 -0.7 - -0.9 Depreciation, amortisation and impairment -6.9 -12.8 -6.0 2a -25.8 Operating profit 25.8 -17.4 -10.2 -1.8 Financial income and expenses, total -6.7 -7.9 2.1 2c -12.5 Result before taxes 19.2 -25.4 -8.1 -14.3 Income taxes -4.4 4.4 1.7 1.7 Result for the period 14.8 -21.0 -6.5 -12.6 Attributable to Equity holders of the parent company 14.8 -21.0 -6.5 -12.6 Non-controlling interest - 0.0 - 0.0 Earnings per share for profit attributable to the equity holders of the parent company Basic, EUR 0.12 -0.06 Diluted, EUR 0.12 -0.06 Weighted average number of shares outstanding Basic, thousand shares 125,643 209,519 Diluted, thousand shares 127,549 211,903 Refer to accompanying notes to Unaudited Pro Forma Financial Information 109 Unaudited Pro Forma Combined Statement of Income for the year ended December 31, 2016 (EUR in millions, unless otherwise indicated) YIT historical (audited) Lemminkäinen reclassified (Note 1) Merger (Note 2) Note Combined Company pro forma Revenue 1,678.3 1,719.7 -11.0 2a 3,387.0 Other operating income 12.8 43.6 - 56.5 Change in inventories of finished goods and work in progress 13.0 -31.2 - -18.3 Production for own use 0.3 0.1 - 0.4 Materials and supplies -245.2 -426.2 -3.6 2a -675.0 External services -892.4 -732.8 - -1,625.1 Personnel expenses -250.3 -303.1 -0.0 2a -553.4 Other operating expenses -281.7 -170.9 -12.0 2b -464.6 Share of results in associated companies and joint ventures -0.6 1.5 - 0.8 Depreciation, amortisation and impairment -16.5 -34.5 -12.1 2a -63.1 Operating profit 17.7 66.3 -38.7 45.3 Financial income and expenses, total -20.1 -17.0 2.9 2c -34.3 Result before taxes -2.5 49.2 -35.9 11.0 Income taxes -4.7 -11.2 7.3 -8.6 Result for the period -7.1 38.0 -28.6 2.4 Attributable to Equity holders of the parent company -7.1 38.0 -28.6 2.4 Non-controlling interest - 0.0 - 0.0 Earnings per share for profit attributable to the equity holders of the parent company Basic, EUR -0.06 0.01 Diluted, EUR -0.06 0.01 Weighted average number of shares outstanding Basic, thousand shares 125,577 209,453 Diluted, thousand shares 127,366 211,720 Refer to accompanying notes to Unaudited Pro Forma Financial Information 110 Notes to Unaudited Pro Forma Financial Information Tabular amounts in millions of euros, unless noted otherwise.
Appears in 1 contract
Samples: Merger Agreement (Yit Oyj)
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 The 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 combines the unaudited interim consolidated balance sheet of the Company as at of March 31, 2011 and the unaudited condensed balance sheet of WHI as of February 28, 20172011, with and gives effect to the unaudited interim balance sheet of AWS Acquisition as at if it had been completed on March 31, 20172011, giving including any adjustments to the fair value of assets and liabilities acquired, in accordance with the acquisition method of accounting. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2011, combines the unaudited consolidated condensed statement of operations of the Company for the three month period then ended and the unaudited condensed statement of operations of WHI for the three months ended February 28, 2011, and gives effect to the transaction Acquisition as if it had occurred on February 28January 1, 2017.
(b) an 2010. The unaudited pro forma condensed combined statement of operations combining for the year ended December 31, 2010, combines the audited annual consolidated statement of operations of the Company for the year then ended May 31, 2016, with and the unaudited statement of operations of AWS WHI for the twelve months ended June 30February 28, 20162011, giving and gives effect to the transaction Acquisition as if it had occurred on June January 1, 2015.
(c) an unaudited 2010. The pro forma statement of operations combining adjustments include the unaudited interim statement of operations application of the Company acquisition method of accounting under Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 805, Business Combinations (ASC Topic 805). ASC Topic 805 requires, among other things, that identifiable assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date, which is presumed to be the Closing of the Acquisition. The transaction fees for the nine months ended February 28Acquisition are expensed as incurred and are estimated to be $11.7 million, 2017, with of which Catalyst has incurred approximately $1.5 million in the unaudited interim statement of operations of AWS for the nine three months ended March 31, 20172011. The transaction fees that will be incurred after March 31, giving effect 2011 have not been included as an adjustment to the transaction as if it occurred on June 1, 2016. The unaudited pro forma financial statements have been compiled using the significant accounting policies as set out in the audited consolidated financial condensed combined statements of operations as they do not meet the Company for the year ended May 31criteria of having a continuing impact, 2016. Based but are reflected as a reduction to cash and retained earnings on the review of the accounting policies of AWS, it is the Company’s management’s opinion that there are no material accounting differences between the accounting policies of the Company and AWS. The unaudited pro forma financial statements should condensed combined balance sheet. Under Financial Accounting Standards Board ASC Topic 820, Fair Value Measurements and Disclosures (ASC Topic 820), fair value is defined as the price that would be read received to sell an asset or paid to transfer a liability in conjunction with an orderly transaction between market participants at the historical financial statements and notes thereto measurement date. ASC Topic 820 specifies a hierarchy of valuation techniques based on the nature of the Companyinputs used to develop the fair value measures. It This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be unrelated buyers and sellers in the principal or the most advantageous market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. The pro forma adjustments described herein have been developed based on management’s opinion that judgment, including estimates relating to the consideration paid and the allocation thereof to the assets acquired and liabilities assumed of WHI based on preliminary estimates of fair value. As valuations of acquired assets and liabilities are in process, and information may become available within the measurement period which indicates a potential change to these valuations, the purchase price allocation may be subject to adjustment. Pursuant to the Purchase Agreement, Walgreens and the Company entered into a transition services agreement (“TSA”) as of the Closing. Under the TSA, Walgreens will continue to provide certain services to WHI, including information technology support, call center support, finance support, real estate leasing and other supporting functions to assist us in facilitating the transactions contemplated by the Acquisition. No pro forma financial statements include all adjustments necessary adjustment has been made for the fair presentation, in all material respects, TSA. No pro forma adjustments have been included with respect to the PBM Agreement. We do not believe appropriate assumptions could be made to estimate a reasonable pro forma adjustment for the PBM Agreement. The PBM Agreement reflects new pricing arrangements between Walgreens and WHI. As a result of the proposed transaction described above in accordance Acquisition, the terms of WHI’s existing supply chain contracts may also be different; contracting may be optimized by leveraging Catalyst’s existing pharmacy and rebate agreements; and Catalyst may benefit from additional economies of scale. Accordingly, no pro forma adjustments have been included with US GAAP applied on a basis consistent with respect to the Company’s accounting policiesPBM Agreement. The unaudited pro forma financial statements are provided for illustrative purposes only and do not intended purport to reflect the represent what our actual consolidated results of operations or the consolidated financial position of the Company which would have actually resulted been had the proposed transaction been effected Acquisition occurred on the dates indicatedassumed, nor are they necessarily indicative of our future consolidated results of operations or consolidated financial position. Further, the unaudited The pro forma financial information is statements do not necessarily indicative reflect (i) any cost savings from potential operating efficiencies, potential changes to pharmacy network and rebate contracting or any other potential synergies; (ii) any adjustment for the new pricing arrangements pursuant to the terms of the results of operations that new PBM Agreement; or (iii) any incremental costs which may be obtained incurred in the future. The actual pro forma adjustments will depend on a number of factors, and could result in a change to the unaudited pro forma financial statements. NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS FEBRUARY 28, 2017 (UNAUDITED)connection with integrating WHI.
Appears in 1 contract
Samples: Stock Purchase Agreement (Catalyst Health Solutions, Inc.)
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, giving effect to the transaction as if it occurred on June 1, 2016. The unaudited pro forma financial statements have been compiled using information is based on the significant accounting policies as set out in the audited historical consolidated financial statements of the Company for the year ended May 31MCBC and MillerCoors, 2016. Based on the review of the accounting policies of AWS, it is the Company’s management’s opinion that there are no material accounting differences between the accounting policies of the Company and AWS. The unaudited pro forma financial statements should be read in conjunction with the historical financial statements and notes thereto of the Company. It is management’s opinion that these pro forma financial statements include all adjustments necessary for the fair presentation, in all material respects, of the proposed transaction described above both prepared in accordance with US GAAP applied on a basis consistent with U.S. GAAP, and reflects the Company’s accounting policiespending Acquisition and the anticipated financing for the pending Acquisition. The unaudited pro forma financial statements are information is presented for illustrative purposes only and does not intended to necessarily reflect the results of operations or the financial position of the Company which MCBC that actually would have actually resulted had the proposed transaction been effected on pending Acquisition occurred at the dates indicated, or project the results of operations or the financial position of MCBC for any future dates or periods. FurtherThe unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2015, and the year ended December 31, 2014, gives effect to the pending Acquisition and the anticipated financing as if they were completed on January 1, 2014. The unaudited pro forma condensed combined balance sheet as of September 30, 2015, gives effect to the pending Acquisition and the anticipated financing as if they had occurred on that date. The unaudited pro forma financial information does not reflect the acquisition of the international Xxxxxx brand portfolio as the Company is not yet able to estimate the allocation of fair value to the net assets of the international Xxxxxx brand portfolio because we currently have very limited information regarding such business. Additionally, the limited information that was made available to MCBC indicates that the international Xxxxxx brand portfolio is insignificant to the overall pending Acquisition and to MCBC following the successful completion of the pending Acquisition. The Company believes that the unaudited pro forma condensed combined financial information presents in all material respects the pro forma effect of the pending Acquisition. The historical financial information of MCBC has been derived from: the audited consolidated financial statements of MCBC for the year ended December 31, 2014, included in its Annual Report on Form 10-K filed with the SEC on February 12, 2015 (“MCBC Form 10-K”); and the unaudited condensed consolidated financial statements of MCBC as of and for the nine months ended September 30, 2015, included in the Quarterly Report on Form 10-Q filed with the SEC on November 5, 2015. The historical financial information for MillerCoors has been derived from the audited consolidated financial statements of MillerCoors for the year ended December 31, 2014, included as Exhibit 99 to the MCBC Form 10-K and the unaudited interim condensed consolidated financial statements of MillerCoors as of and for the nine months ended September 30, 2015, included as Exhibit 99.2 to the Current Report on Form 8-K to which this Exhibit 99.3 is attached. Unless otherwise indicated, information in this report is presented in U.S. dollars (“USD” or “$”). Both MCBC and MillerCoors have fiscal years which end on December 31. Pro forma adjustments reflected on the unaudited pro forma condensed combined balance sheet are based on items that are factually supportable and directly attributable to the pending Acquisition and the expected financing for the pending Acquisition. Pro forma adjustments reflected in the unaudited pro forma condensed combined statements of operations are based on items that are factually supportable, are directly attributable to the pending Acquisition or the related anticipated financing, and are expected to have a continuing impact on MCBC’s results of operations and/or financial position. The pro forma adjustments are based on information current as at January 25, 2016, (being the latest practicable date prior to the filing of the Current Report on Form 8-K to which this Exhibit 99.3 is attached) and do not reflect any matters not directly attributable to the pending Acquisition or the related anticipated financing. Any nonrecurring items directly attributable to the pending Acquisition or the related anticipated financing are included on the unaudited pro forma condensed combined balance sheet but not in the unaudited pro forma condensed combined statements of operations. In contrast, any nonrecurring items that were already included in MCBC’s or MillerCoors’ historical consolidated financial statements that are not directly related to the pending Acquisition or the related anticipated financing have not been eliminated and are further discussed in Note 3. The acquisition of SABMiller’s interest in MillerCoors is reflected in the unaudited pro forma condensed combined financial information using the acquisition method of accounting. Under the acquisition method, the total estimated purchase consideration, as described in Note 2, will be determined at the closing date of the pending Acquisition. MCBC will record all assets acquired and liabilities assumed at their respective acquisition-date fair values. Accordingly, the unaudited pro forma condensed combined financial information is not necessarily indicative reflects the full consolidation of MillerCoors. The MCBC historical financial information reflects MCBC’s 42% interest in MillerCoors accounted for by MCBC under the equity method of accounting, which has been eliminated through pro forma adjustments. We remeasured our pre-existing 42% interest in MillerCoors to fair value and calculated a gain on the excess of the results of operations that may be obtained in the futurepreliminary fair value over its carrying value. The actual pro forma adjustments will depend This gain is presented as an increase to retained earnings on a number of factors, and could result in a change to the unaudited pro forma condensed combined balance sheet, and is excluded from the unaudited pro forma condensed combined statements of operations as it does not have a continuing impact. See Note 4(i) for further information. At this time, MCBC has not yet completed a detailed valuation analysis to determine the fair values of MillerCoors’ assets to be acquired and liabilities to be assumed and related allocations of the estimated consideration to such items. Accordingly, the unaudited pro forma condensed combined financial statementsinformation includes a preliminary allocation of the estimated purchase consideration based on assumptions and estimates that, while considered reasonable under the circumstances, are subject to change, which may be material. NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS FEBRUARY 28In addition, 2017 (UNAUDITED)MCBC has not yet performed the due diligence necessary to identify all of the adjustments required to conform MillerCoors’ accounting policies to MCBC’s or to identify other items that could significantly impact the purchase price allocation or the assumptions and adjustments made in the preparation of this unaudited pro forma condensed combined financial information. Upon completion of detailed valuation analyses, there may be additional increases or decreases to the estimated fair value of our historical 42% interest in MillerCoors, as well as adjustments to assigned values of MillerCoors’ assets and liabilities, including but not limited to brands and other intangible assets and property, plant and equipment that could give rise to increases or decreases in the amounts of depreciation and amortization expense that are not reflected in this unaudited pro forma condensed combined financial information. Accordingly, once the necessary valuation analyses have been performed following the close of the pending Acquisition, the final purchase price allocation has been completed, and any necessary accounting policy changes are made, actual results may differ materially from the information presented in this unaudited pro forma condensed combined financial information. Additionally, the unaudited pro forma condensed combined statements of operations do not reflect the cost of any integration activities or benefits from the pending Acquisition or synergies that may be derived from integration activities, each of which may have a material effect on MCBC’s consolidated results of operations in periods following the completion of the pending Acquisition.
Appears in 1 contract
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 The unaudited pro forma condensed combined financial statements (“pro forma were prepared using the historical financial statements”) have been statements of Akebia and Keryx, which are prepared in accordance with accounting principles generally accepted in the United States (“US GAAP) , and are expressed in US dollars. These include 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 adjustments to present the pro forma financial position and results of operations of the combined company pursuant to the rules and regulations of Article 11 of Regulation S-X of the SEC. The historical financial statements of Akebia and Xxxxx have only been adjusted to give effect to show pro forma events effects that are (1i) directly attributable to the business combinationMerger, (2ii) factually supportable supportable, and (3iii) with respect to the unaudited pro forma condensed combined statements of operations, expected to have a continuing impact on the combined results following the business combinationresults. 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 condensed combined balance sheet combining as of June 30, 2018 was prepared using the historical unaudited interim condensed consolidated balance sheet sheets of the Company Akebia and Xxxxx as at February 28of June 30, 2017, with the unaudited interim balance sheet of AWS as at March 31, 2017, giving 2018 and gives 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 Merger as if it occurred on June 130, 2015.
(c) an 2018. The unaudited pro forma statement condensed combined statements of operations combining the unaudited interim statement of operations of the Company for the nine year ended December 31, 2017 and the six months ended February 28June 30, 2017, with the unaudited interim statement of operations of AWS for the nine months ended March 31, 2017, giving 2018 give effect to the transaction Merger as if it occurred on June January 1, 20162017 and were prepared using: • the historical audited consolidated financial statements of Akebia as of and for the year ended December 31, 2017; • the historical audited consolidated financial statements of Xxxxx as of and for the year ended December 31, 2017; • the historical unaudited condensed consolidated financial statements of Akebia as of and for the six months ended June 30, 2018; and • the historical unaudited condensed consolidated financial statements of Xxxxx as of and for the six months ended June 30, 2018. The unaudited pro forma condensed combined financial statements do not include the impacts of any revenue, cost or other operating synergies that may result from the Merger or the impact of any non-recurring activity and one-time transaction-related costs. Akebia and Xxxxx have been compiled using just recently begun collecting information in order to formulate detailed integration plans to deliver planned synergies. However, during the significant accounting policies as set out in the audited consolidated financial statements preparation of the Company for the year ended May 31, 2016. Based on the review of the accounting policies of AWS, it is the Company’s management’s opinion that there are no material accounting differences between the accounting policies of the Company and AWS. The accompanying unaudited pro forma condensed combined financial statements should be read in conjunction with statements, the historical financial statements and notes thereto status of the Company. It is management’s opinion that these pro forma integration plans was too uncertain to include any financial statements include all adjustments necessary for the fair presentation, impact in all material respects, of the proposed transaction described above in accordance with US GAAP applied on a basis consistent with the Company’s accounting policies. The unaudited pro forma financial statements are not intended to reflect the results of operations or the financial position of the Company which would have actually resulted had the proposed transaction been effected on the dates indicated. Further, the unaudited pro forma combined financial information is not necessarily indicative of the results of operations that may be obtained in the future. The actual pro forma adjustments will depend on a number of factors, and could result in a change to the unaudited pro forma financial statements. NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS FEBRUARY 28, 2017 (UNAUDITED)information.
Appears in 1 contract
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 The 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 combines the unaudited interim audited consolidated balance sheet of the Company as at February 28of December 31, 2017, with 2011 and the unaudited interim balance sheet of AWS HealthTran as at March 31of November 30, 20172011, giving and gives effect to the transaction Acquisition as if it occurred had been completed on February 28December 31, 2017.
(b) an 2011, including any adjustments to the fair values of assets acquired and liabilities assumed based on preliminary estimates, in accordance with purchase accounting guidance. The unaudited pro forma condensed combined statement of operations combining for the audited annual year ended December 31, 2011, combines the consolidated statement of operations of the Company for the year then ended May 31, 2016, with and the unaudited statement of operations of AWS HealthTran for the twelve months ended June November 30, 20162011, giving and gives effect to the transaction Acquisition as if it had occurred on June January 1, 2015.
(c) an 2011. The unaudited pro forma statement of operations combining the unaudited interim statement of operations of the Company HealthTran for the nine twelve months ended February 28November 30, 20172011 was prepared by taking the audited HealthTran statement of operations for the twelve months ended May 31, with 2011, less the results from the unaudited interim statement of operations of AWS HealthTran for the nine six months ended March November 30, 2010, plus the results from the unaudited statement of operations of HealthTran for the six months ended November 30, 2011. The HealthTran unaudited statement of operations excludes the results of the TPA business line of HealthTran not acquired by the Company. The pro forma adjustments include the application of the acquisition method of accounting under purchase accounting guidance. Purchase accounting guidance requires, among other things, that identifiable assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date, which is presumed to be the closing of the Acquisition. The transaction fees of approximately $0.9 million for the Acquisition are expensed as incurred and are included in selling, general and administrative expenses in the Company's results for the year ended December 31, 20172011. The pro forma adjustments described herein have been developed based on management's judgment, giving effect including estimates relating to the transaction allocation of assets acquired and liabilities assumed of HealthTran based on preliminary estimates of fair value. We believe that the assumptions used to derive the pro forma adjustments are reasonable given the information available; however, as if it occurred on June 1the valuations of acquired assets and liabilities are in process and are not expected to be finalized until later in 2012, 2016and information may become available within the measurement period which indicates a potential change to these valuations, the purchase price allocation may be subject to adjustment. The unaudited pro forma financial statements have been compiled using the significant accounting policies as set out do not reflect any cost savings from potential operating efficiencies, any other potential synergies or any incremental costs which may be incurred in the audited consolidated financial statements of the Company for the year ended May 31, 2016. Based on the review of the accounting policies of AWS, it is the Company’s management’s opinion that there are no material accounting differences between the accounting policies of the Company and AWSconnection with integrating HealthTran. The unaudited pro forma financial statements should be read in conjunction with the historical financial statements and notes thereto of the Company. It is management’s opinion that these pro forma financial statements include all adjustments necessary for the fair presentation, in all material respects, of the proposed transaction described above in accordance with US GAAP applied on a basis consistent with the Company’s accounting policies. The unaudited pro forma financial statements are provided for illustrative purposes only and are not intended to reflect the represent what our actual consolidated results of operations or the consolidated financial position of the Company which would have actually resulted been had the proposed transaction been effected Acquisition occurred on the dates indicated. Furtherassumed, the unaudited pro forma financial information is not nor are they necessarily indicative of the our future consolidated results of operations that may be obtained in the future. The actual pro forma adjustments will depend on a number of factors, and could result in a change to the unaudited pro forma or consolidated financial statements. NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS FEBRUARY 28, 2017 (UNAUDITED)position.
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Basis of Presentation. Pursuant The accompanying Pro Forma Consolidated statement of operations and comprehensive income (“Pro Forma Statement of Operations”) gives effect to the Asset Purchase Agreement acquisition by MxXxxx Mining Inc. (the “AgreementCompany” or “MxXxxx”) 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”) includingBlack Fox Complex, but not limited toas described in the Form 8-K dated October 6, fixed assets2017 and amended 8-K/A dated December 15, real property, intellectual property, and accounts receivables (collectively, the “Assets”)2017. These The accompanying unaudited pro forma condensed combined financial statements (“pro forma financial statements”) Pro Forma Statement of Operations have been prepared in accordance with accounting principles generally accepted in by management of the United States (“US GAAP) Company and are expressed in US dollars. These pro forma derived from the unaudited interim financial statements do not contain all of the information required Black Fox Complex for annual financial statements. Accordinglythe nine months ended September 30, they should be read in conjunction with 2017 and the most recent annual audited consolidated financial statements of the Company as at and AWSfor the year ended December 31, 2017. The historical consolidated financial statements have been adjusted in the pro forma financial statements Pro Forma Statement of Operations to give effect to pro forma events that are (1) directly attributable to the business combination, (2) factually supportable 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 accounting policies used in the preparation of these Pro Forma Statement of Operations are those set out in the Company’s audited consolidated financial statements for the year ended December 31, 2017. The Black Fox Complex prepared its financial statements under International Financial Reporting Standards (“IFRS”), as outlined in the latest audited carve-out financial statements. As a result, in the preparation of the Pro Forma Statement of Operations, several adjustments were made to the Black Fox Complex carve-out financial statements to conform to United States Generally Accepted Accounting Principles (“U.S. GAAP”). The purchase of the Black Fox Complex was treated as a business combination and was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. As the acquirer acquiror for accounting purposes, the Company has estimated the fair value of AWS’ the assets acquired and liabilities assumed. These pro forma financial statements have been compiled from assumed 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, giving effect to the transaction as if it occurred on June 1, 2016. The unaudited pro forma financial statements have been compiled using the significant accounting policies as set out in the audited consolidated financial statements of the Company for the year ended May 31, 2016. Based on the review of the accounting policies of AWS, it is the Company’s management’s opinion that there are no material accounting differences between conformed the accounting policies of the Company and AWS. The unaudited pro forma financial statements should be read in conjunction with the historical financial statements and notes thereto of the Company. It is management’s opinion that these pro forma financial statements include all adjustments necessary for the fair presentation, in all material respects, of the proposed transaction described above in accordance with US GAAP applied on a basis consistent with the Company’s Black Fox Complex to its own accounting policies. The unaudited pro forma Pro Forma Statement of Operations does not necessarily reflect what the consolidated companies’ financial statements are not intended to reflect the condition or results of operations or the financial position of the Company which would have actually resulted been had the proposed transaction been effected acquisition occurred on the dates indicated. Further, It also may not be useful in predicting the unaudited pro forma future financial information is not necessarily indicative of the condition and results of operations that may be obtained in of the futurecombined companies. The actual results of operations may differ significantly from the pro forma adjustments will depend on amounts reflected herein, due to a number variety of factors, . The Pro Forma Statement of Operations does not reflect the realization of any expected cost savings or other synergies from the acquisition of the Black Fox Complex as a result of restructuring activities and could result in a change to other planned cost savings initiatives following the unaudited pro forma financial statementscompletion of the business combination. MXXXXX MINING INC. NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS FEBRUARY 28CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME For the year ended December 31, 2017 (UNAUDITEDtabular amounts are in thousands of U.S. dollars, unless otherwise stated)
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