Common use of Basis of Presentation Clause in Contracts

Basis of Presentation. The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information. Forum’s historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars (“USD”). Variperm’s financial statements were prepared in accordance with Accounting Standards for Private Enterprises in Canada (“ASPE”) and presented in Canadian dollars (“CAD”). The financial information of Variperm has been translated from CAD to USD including certain reclassifications and U.S. GAAP adjustments to conform Variperm’s historical financial statement presentation to Forum’s financial statement presentation. The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with Forum assumed as the accounting acquirer and based on the historical consolidated financial statements of Forum and Variperm. Under ASC 805, assets acquired, and liabilities assumed in a business combination are recognized and measured at their assumed Closing Date fair value, while transaction costs associated with a business combination are expensed as incurred. The excess of Transaction consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The Unaudited Pro Forma Condensed Combined Balance Sheet is presented as if the Transaction and the Debt Financing had occurred on September 30, 2023, and the Unaudited Pro Forma Condensed Combined Statements of Comprehensive Income (Loss) for the nine months ended September 30, 2023, and the year ended December 31, 2022, give effect to the Transaction and the Debt Financing as if they occurred on January 1, 2022. The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings that may result from the Transaction and integration costs that may be incurred. The pro forma adjustments represent Forum’s best estimates and are based upon currently available information and certain assumptions that Forum believes are reasonable under the circumstances. There are no material transactions between Forum and Variperm during the periods presented. For purposes of preparing the pro forma financial information, the historical financial information of Variperm and related pro forma adjustments was translated from CAD to USD using the following historical exchange rates: Closing exchange rate as of September 30, 2023 0.7361 Average exchange rate for the nine-months ended September 30, 2023 0.7431 Average exchange rate for the year ended December 31, 2022 0.7688 These exchange rates may differ from future exchange rates which would have an impact on the pro forma financial information and would also impact purchase accounting.

Appears in 1 contract

Samples: Stock Purchase Agreement (Forum Energy Technologies, Inc.)

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Basis of Presentation. The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information. Forum’s historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars (“USD”). Variperm’s financial statements were prepared in accordance with Accounting Standards for Private Enterprises in Canada (“ASPE”) and presented in Canadian dollars (“CAD”). The financial information of Variperm has been translated from CAD to USD including certain reclassifications and U.S. GAAP adjustments to conform Variperm’s historical financial statement presentation to Forum’s financial statement presentation. The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with FASB ASC 805. In accordance with FASB ASC 805, with Forum assumed as Datawatch management’s best estimates and assumptions were used to assign fair value to the accounting acquirer and based on the historical consolidated financial statements of Forum and Variperm. Under ASC 805, assets acquired, acquired and liabilities assumed at the Acquisition Date, which is dependent upon certain valuations and tax studies that have yet to progress to a stage where there is sufficient information for a definitive measurement. Significant assumptions and estimates have been made in a business combination are recognized determining the preliminary estimated purchase price and the preliminary allocation of the estimated purchase price in the unaudited pro forma condensed combined financial information. Goodwill as of the Acquisition Date is measured at their assumed Closing Date fair value, while transaction costs associated with a business combination are expensed as incurred. The the excess of Transaction purchase consideration over the fair value of net tangible and identifiable intangible assets acquired. The pro forma adjustments and related assumptions are described in note 5 (Pro Forma Adjustments) to the accompanying notes to the unaudited pro forma condensed combined financial information. The pro forma adjustments are based on assumptions related to the consideration paid, and the allocation thereof to the assets acquired and liabilities assumedassumed of Angoss, if anybased on preliminary best estimates of fair value. Accordingly, is allocated the pro forma purchase price adjustments are preliminary, subject to goodwillfurther adjustments as additional information becomes available and as additional analyses are performed. The Unaudited Pro Forma Condensed Combined Balance Sheet is presented as if There can be no assurances that these final adjustments will not result in material changes to the Transaction and the Debt Financing had occurred purchase price allocation. Any adjustments based on September 30, 2023, and the Unaudited Pro Forma Condensed Combined Statements historical Angoss information have been converted using a Canadian dollar to US dollar exchange rate of Comprehensive Income (Loss) 0.7712 for the nine months ended September 30, 2023, and the year ended December 31, 20222017, give effect a rate of 0.7871 for the three months ended December 31, 2017, and a rate of 0.7954 as of December 31, 2017. The unaudited pro forma condensed combined financial information is provided for illustrative purposes only and does not purport to represent what the Transaction and actual consolidated results of operations or the Debt Financing as if they consolidated financial position of the combined company would have been had the acquisition occurred on January 1the dates assumed, 2022nor are they necessarily indicative of future consolidated results of operations or financial position. The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies integration activities or cost savings from operating efficiencies, synergies, asset dispositions or other restructurings that may could result from the Transaction and integration costs that may be incurred. The pro forma adjustments represent Forum’s best estimates and are based upon currently available information and certain assumptions that Forum believes are reasonable under the circumstances. There are no material transactions between Forum and Variperm during the periods presented. For purposes of preparing the pro forma financial information, the historical financial information of Variperm and related pro forma adjustments was translated from CAD to USD using the following historical exchange rates: Closing exchange rate as of September 30, 2023 0.7361 Average exchange rate for the nine-months ended September 30, 2023 0.7431 Average exchange rate for the year ended December 31, 2022 0.7688 These exchange rates may differ from future exchange rates which would have an impact on the pro forma financial information and would also impact purchase accountingacquisition.

Appears in 1 contract

Samples: Combined Financial Information (Datawatch Corp)

Basis of Presentation. The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information. The pro forma condensed combined balance sheet was prepared using the historical balance sheets of Forum as of December 31, 2023, and Variperm as of September 30, 2023. The unaudited pro forma condensed combined income statement was prepared using: • the historical audited consolidated statement of comprehensive income (loss) of Forum for the year ended December 31, 2023; and • the constructed unaudited condensed combined statement of comprehensive income (loss) of Variperm for the twelve months ended September 30, 2023. Variperm’s unaudited condensed combined statement of comprehensive income (loss) for the twelve months ended September 30, 2023 is derived by subtracting the historical unaudited consolidated statement of earnings and retained earnings of Variperm for the nine months ended September 30, 2022 from the historical audited consolidated statement of earnings and retained earnings of Variperm for the year ended December 31, 2022 and adding the historical unaudited consolidated statement of earnings and retained earnings of Variperm for the nine months ended September 30, 2023, as permitted under Rule 11-02 of Regulation S-X. Forum’s historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars (“USD”). Variperm’s financial statements were prepared in accordance with Accounting Standards for Private Enterprises in Canada (“ASPE”) and presented in Canadian dollars (“CAD”). The financial information of Variperm has been translated from CAD to USD including certain reclassifications and U.S. GAAP adjustments to conform Variperm’s historical financial statement presentation to Forum’s financial statement presentation. The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with Forum assumed as the accounting acquirer and based on the historical consolidated financial statements of Forum and Variperm. Under ASC 805, assets acquired, and liabilities assumed in a business combination are recognized and measured at their assumed Closing Date fair value, while transaction costs associated with a business combination are expensed as incurred. The excess of Transaction consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The Unaudited Pro Forma Condensed Combined Balance Sheet is presented as if the Transaction and the Debt Financing had occurred on September 30December 31, 2023, and the Unaudited Pro Forma Condensed Combined Statements of Comprehensive Income (Loss) for the nine months ended September 30, 2023, and the year ended December 31, 20222023, give effect to the Transaction and the Debt Financing as if they occurred on January 1, 20222023. The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings that may result from the Transaction and integration costs that may be incurred. The pro forma adjustments represent Forum’s best estimates and are based upon currently available information and certain assumptions that Forum believes are reasonable under the circumstances. There are no material transactions between Forum and Variperm during the periods presented. For purposes of preparing the pro forma financial information, the historical financial information of Variperm and related pro forma adjustments was translated from CAD to USD using the following historical exchange rates: Closing exchange rate as of September 30, 2023 0.7361 Average exchange rate for the nine-twelve months ended September 30, 2023 0.7431 Average exchange rate for the year ended December 31, 2022 0.7688 0.7415 These exchange rates may differ from future exchange rates which would have an impact on the pro forma financial information and would also impact purchase accounting.

Appears in 1 contract

Samples: Stock Purchase Agreement (Forum Energy Technologies, Inc.)

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Basis of Presentation. The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information. Forum’s historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars (“USD”). Variperm’s financial statements were prepared in accordance with Accounting Standards for Private Enterprises in Canada (“ASPE”) and presented in Canadian dollars (“CAD”). The financial information of Variperm has been translated from CAD to USD including certain reclassifications and U.S. GAAP adjustments to conform Variperm’s historical financial statement presentation to Forum’s financial statement presentation. The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with Forum assumed as the accounting acquirer and based on the historical consolidated financial statements of Forum and Variperm. Under ASC 805, assets acquired, and liabilities assumed in a business combination are recognized and measured at their assumed Closing Date fair value, while transaction costs associated with a business combination are expensed as incurred. The excess of Transaction consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The Unaudited Pro Forma Condensed Combined Balance Sheet is presented as if the Transaction and the Debt Financing had occurred on September 30December 31, 2023, and the Unaudited Pro Forma Condensed Combined Statements of Comprehensive Income (Loss) for the nine months ended September 30, 2023, and the year ended December 31, 20222023, give effect to the Transaction and the Debt Financing as if they occurred on January 1, 20222023. The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings that may result from the Transaction and integration costs that may be incurred. The pro forma adjustments represent Forum’s best estimates and are based upon currently available information and certain assumptions that Forum believes are reasonable under the circumstances. There are no material transactions between Forum and Variperm during the periods presented. For purposes of preparing the pro forma financial information, the historical financial information of Variperm and related pro forma adjustments was translated from CAD to USD using the following historical exchange rates: Closing exchange rate as of September 30December 31, 2023 0.7361 Average exchange rate for the nine-months ended September 30, 2023 0.7431 0.7539 Average exchange rate for the year ended December 31, 2022 0.7688 2023 0.7410 These exchange rates may differ from future exchange rates which would have an impact on the pro forma financial information and would also impact purchase accounting.

Appears in 1 contract

Samples: Stock Purchase Agreement (Forum Energy Technologies, Inc.)

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