Common use of Basis of Presentation Clause in Contracts

Basis of Presentation. The acquisition will be accounted for under the acquisition method of accounting in accordance with ASC 805-10. The Company is accounting for the acquisition by using the historical information and accounting policies of Xxxxx and adding the assets and liabilities of ELFS, as applied on a pro forma basis as of June 30, 2021, at their respective fair values. Further, and in accordance with ASC 805, the accounting policies of ELFS have been conformed to those of Xxxxx in determining the results of operations and the amounts of assets and liabilities to be fair valued. The assets and liabilities of ELFS have been measured at fair value based on various assumptions that the Company’s management believes are reasonable utilizing information as of the Acquisition Date. The process for measuring the fair value of identifiable intangible assets, liabilities and certain tangible assets requires the use of significant assumptions, including estimates of future cash flows and appropriate discount rates. The excess of the purchase price (consideration transferred) over the amount of identifiable assets and liabilities of ELFS acquired, on a pro forma basis as of June 30, 2021, was allocated to goodwill in accordance with ASC 805-10. For purposes of measuring the fair value of the ELFS assets acquired and liabilities assumed, as reflected in the unaudited pro forma combined financial statements, the Company used the guidance in ASC Topic 820, “Fair Value Measurement and Disclosure”, which establishes a framework for measuring fair values. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Market participants are buyers and sellers in the principal (most advantageous) market for the asset or liability. Additionally, under ASC 820, fair value measurements for an asset assume the highest and best use of that asset by market participants. The historical balance sheets of Xxxxx and ELFS were used to create the unaudited pro forma combined balance sheet as of June 30, 2021, the last day of the Janel’s third fiscal quarter. Xxxxx and ELFS have different fiscal year ends with Xxxxx following a fiscal year end ending September 30 and ELFS following a calendar year-end ending on December 31. Accordingly, the unaudited pro forma combined statement of operations for the year ended September 30, 2020 has been prepared by combining information derived from Xxxxx’s audited historical consolidated statement of income for the year ended September 30, 2020 with the unaudited historical combined statement of income of ELFS for the twelve months ended September 30, 2020. The historical combined statement of income of ELFS for the twelve months ended September 30, 2020 was calculated by taking the audited combined statement of income for the twelve months ended December 31, 2020 and removing the results of operations for the three months ended December 31, 2020 interim period and adding the results of operations for the three months ended December 31, 2019 interim period. The interim unaudited pro forma combined statement of operations for the nine months ended June 30, 2021 has been prepared by combining Xxxxx’s unaudited historical consolidated statement of income for the nine months ended June 30, 2021, with the unaudited historical combined statement of income of ELFS for the nine months ended June 30, 2021. The unaudited historical combined statement of income of ELFS for the nine months ended June 30, 2021 was calculated by taking the unaudited combined statement of income for the six months ended June 30, 2021 and adding the results of operations for the three months ended December 31, 2020 interim period. In addition, certain line items of the ELFS income statements were combined or reclassified in order to make the information comparable. The table below summarizes the calculated combined historical statements of ELFS for the twelve months ended September 30, 2020 and nine months ended June 30, 2021: Twelve months ended September 30, 2020 Audited Year Ended Unaudited Three Months Ended Unaudited Three Months Ended Unaudited Twelve Months Ended (in thousands) December 31, 2020 December 31, 2020 December 31, 2019 September 30, 2020 Service revenue $ 68,851 $ (17,852 ) $ 18,035 $ 69,034 Cost of service revenue 48,612 (13,082 ) 13,626 49,156 Gross Profit 20,239 (4,770 ) 4,409 19,878 Selling, general and administrative expenses 17,228 (4,432 ) 4,543 17,339 Income (loss) from operations 3,011 (338 ) (134 ) 2,539 Other income (expense) Other income (expense) 208 (44 ) 22 186 Interest expense (74 ) 22 (18 ) (70 ) Gain on sale of property and equipment 1 (1 ) 1 1 Total other income (expense) 135 (23 ) 5 117 Income (loss) before state income taxes 3,146 (361 ) (129 ) 2,656 Provisions for state income taxes 218 (42 ) 108 284 Net Income (loss) $ 2,928 $ (319 ) $ (237 ) $ 2,372 Nine months ended June 30, 2021 (in thousands) Unaudited Six Months Ended June 30, 2021 Unaudited Three Months Ended December 31, 2020 Unaudited Nine Months Ended June 30, 2021 Service revenue $ 36,690 $ 17,852 $ 54,542 Cost of service revenue 26,169 13,082 39,251 Gross profit 10,521 4,770 15,291 Selling, general and administrative expenses 8,519 4,432 12,951 Income from operations 2,002 338 2,340 Other income (expense) Interest income 3 2 5 Miscellaneous income (expense) 2 42 44 Interest expense (42 ) (22 ) (64 ) Gain on sale of property and equipment 60 1 61 Total other income 23 23 46 Income before state income taxes 2,025 361 2,386 Provision for state income taxes 82 42 124 Net income $ 1,943 $ 319 $ 2,262 3. Accounting Policies: The unaudited pro forma combined financial statements reflect adjustments to conform the results of ELFS to Xxxxx’s application of generally accepted accounting policies. These differences resulted in the following income statement line-item reclassifications: Income Statements (in thousands) Twelve Months Ended September 30, 2020 Reclass Revised Twelve Months Ended September 30, 2020 Nine Months Ended June 30, 2021 Reclass Revised Twelve Months Ended September 30, 2020 Selling, general and administrative expenses $ 17,339 $ (187 ) $ 17,152 $ 12,951 $ (105 ) $ 12,846 Other income (expense) 186 (186 ) - - - Interest income - - - 5 (5 ) - Miscellaneous income (expense) - - - 44 (44 ) - Interest expense - - - (64 ) 5 (59 ) Gain on sale of property and equipment 1 (1 ) - 61 (61 ) -

Basis of Presentation. The acquisition will be accounted for under unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting in accordance with ASC 805-10. The Company is accounting for the acquisition by using the historical information and accounting policies of Xxxxx and adding the assets and liabilities of ELFS, as applied on a pro forma basis as of June 30, 2021, at their respective fair values. Further, and in accordance with ASC 805, the accounting policies of ELFS have been conformed to those of Xxxxx in determining the results of operations and the amounts of assets and liabilities to be fair valued. The assets and liabilities of ELFS have been measured at fair value based on various assumptions that the Company’s management believes are reasonable utilizing information as of the Acquisition Date. The process for measuring which uses the fair value of identifiable intangible assets, liabilities and certain tangible assets requires the use of significant assumptions, including estimates of future cash flows and appropriate discount rates. The excess of the purchase price (consideration transferred) over the amount of identifiable assets and liabilities of ELFS acquired, on a pro forma basis as of June 30, 2021, was allocated to goodwill in accordance with ASC 805-10. For purposes of measuring the fair value of the ELFS assets acquired and liabilities assumed, as reflected in the unaudited pro forma combined financial statements, the Company used the guidance concepts defined in ASC Topic 820, “Fair Value Measurement Measurements, referred to as “ASC 820” in this joint proxy statement/prospectus. ASC 805 requires, among other things, that assets acquired, liabilities assumed and Disclosure”non-controlling interests be recognized at their fair values as of the date of the merger. In addition, which establishes a framework for measuring fair valuesASC 805 requires that the consideration transferred be measured at the date the merger is completed, at the then-current market price. ASC 820 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (date.” This is an exit price)price concept for the valuation of the asset or liability. Market In addition, market participants are assumed to be buyers and sellers in the principal (most advantageous) advantageous market for the asset or liability. Additionally, under ASC 820, fair Fair value measurements for an asset assume the highest and best use of that asset by these market participants. The historical balance sheets Many of Xxxxx these fair value measurements can be highly subjective and ELFS were used it is possible the application of reasonable judgment to create the same facts and circumstances could develop different assumptions resulting in a range of alternative estimates. For purposes of preparing the unaudited pro forma condensed combined financial statements, the market price of Anthem common stock was estimated using the closing price of $141.91 on September 25, 2015. Since ASC 805 requires fair value measurements at the date of the merger, amounts assumed in these unaudited pro forma condensed combined financial statements will likely be different than the final amounts recorded at the completion of the merger. Under the acquisition method of accounting, the fair value of the assets acquired and liabilities assumed will be added to those of Anthem. Financial statements and reported results of operations of Anthem issued after completion of the merger will reflect these values, but will not be retroactively restated to reflect the historical financial position or results of operations of Cigna. ASC 805 requires that acquisition-related transaction costs, such as advisory, legal, valuation and other professional fees, not be included as a component of consideration transferred but should be accounted for as expenses in the periods in which such costs are incurred. Total acquisition-related transaction costs expected to be incurred by Anthem and Cigna are estimated to be $345.0 million and $150.0 million, respectively, none of which had been incurred as of June 30, 2015. Acquisition-related transaction costs expected to be incurred by Anthem include estimated fees related to the bridge facility and estimated costs associated with the issuance of long-term transaction related debt expected to be issued prior to completion of the mergers. Preparation of the pro forma condensed combined balance sheet requires the inclusion of adjustments that are both recurring and nonrecurring, while preparation of the pro forma condensed combined statements of income should only include adjustments that have a continuing impact and therefore, not include material nonrecurring adjustments that result from the transaction, such as the expected acquisition-related transaction costs. As a result, the expected acquisition-related transaction costs have been included in the unaudited pro forma condensed combined balance sheet as of June 30, 20212015, as an increase to accounts payable and accrued expenses, with the related tax benefits recognized as an increase in deferred tax assets and the after tax amount included as a decrease to retained earnings. The unaudited pro forma condensed combined financial statements do not reflect any potential divestitures that may occur prior to, or subsequent to, the last day completion of the Janel’s third fiscal quartermerger, or the projected realization of cost reductions from synergies following completion of the merger. Xxxxx These cost reductions are anticipated to result from elimination of certain administrative expenses, as well as network and ELFS medical management savings. Although Anthem projects that cost reductions will result from the merger, there can be no assurance that these cost reductions will be achieved. The unaudited pro forma condensed combined financial statements do not reflect any projected restructuring and integration-related costs associated with the cost reductions and no estimates for these potential synergies have different fiscal year ends with Xxxxx following a fiscal year end ending September 30 been included in the estimate of expected acquisition-related transaction costs discussed above. Such restructuring and ELFS following a calendar yearintegration-end ending on December 31related costs will be expensed in the accounting periods when incurred after completion of the merger. AccordinglyIn addition, the unaudited pro forma combined statement of operations for the year ended September 30, 2020 has been prepared by combining information derived from Xxxxx’s audited historical consolidated statement of income for the year ended September 30, 2020 with the unaudited historical combined statement of income of ELFS for the twelve months ended September 30, 2020. The historical combined statement of income of ELFS for the twelve months ended September 30, 2020 was calculated by taking the audited combined statement of income for the twelve months ended December 31, 2020 and removing the results of operations for the three months ended December 31, 2020 interim period and adding the results of operations for the three months ended December 31, 2019 interim period. The interim unaudited pro forma combined statement of operations for the nine months ended June 30, 2021 has been prepared by combining Xxxxx’s unaudited historical consolidated statement of income for the nine months ended June 30, 2021, with the unaudited historical combined statement of income of ELFS for the nine months ended June 30, 2021. The unaudited historical combined statement of income of ELFS for the nine months ended June 30, 2021 was calculated by taking the unaudited combined statement of income for the six months ended June 30, 2021 and adding the results of operations for the three months ended December 31, 2020 interim period. In addition, certain line items of the ELFS income statements were combined or reclassified in order to make the information comparable. The table below summarizes the calculated combined historical statements of ELFS for the twelve months ended September 30, 2020 and nine months ended June 30, 2021: Twelve months ended September 30, 2020 Audited Year Ended Unaudited Three Months Ended Unaudited Three Months Ended Unaudited Twelve Months Ended (in thousands) December 31, 2020 December 31, 2020 December 31, 2019 September 30, 2020 Service revenue $ 68,851 $ (17,852 ) $ 18,035 $ 69,034 Cost of service revenue 48,612 (13,082 ) 13,626 49,156 Gross Profit 20,239 (4,770 ) 4,409 19,878 Selling, general and administrative expenses 17,228 (4,432 ) 4,543 17,339 Income (loss) from operations 3,011 (338 ) (134 ) 2,539 Other income (expense) Other income (expense) 208 (44 ) 22 186 Interest expense (74 ) 22 (18 ) (70 ) Gain on sale of property and equipment 1 (1 ) 1 1 Total other income (expense) 135 (23 ) 5 117 Income (loss) before state income taxes 3,146 (361 ) (129 ) 2,656 Provisions for state income taxes 218 (42 ) 108 284 Net Income (loss) $ 2,928 $ (319 ) $ (237 ) $ 2,372 Nine months ended June 30, 2021 (in thousands) Unaudited Six Months Ended June 30, 2021 Unaudited Three Months Ended December 31, 2020 Unaudited Nine Months Ended June 30, 2021 Service revenue $ 36,690 $ 17,852 $ 54,542 Cost of service revenue 26,169 13,082 39,251 Gross profit 10,521 4,770 15,291 Selling, general and administrative expenses 8,519 4,432 12,951 Income from operations 2,002 338 2,340 Other income (expense) Interest income 3 2 5 Miscellaneous income (expense) 2 42 44 Interest expense (42 ) (22 ) (64 ) Gain on sale of property and equipment 60 1 61 Total other income 23 23 46 Income before state income taxes 2,025 361 2,386 Provision for state income taxes 82 42 124 Net income $ 1,943 $ 319 $ 2,262 3. Accounting Policies: The unaudited pro forma condensed combined financial statements do not reflect adjustments any potential debt repayments to conform reduce Anthem’s debt-to-capital ratio to the results low 40% range over the 24 months following the completion of ELFS to Xxxxx’s application of generally accepted accounting policies. These differences resulted in the following income statement line-item reclassifications: Income Statements (in thousands) Twelve Months Ended September 30, 2020 Reclass Revised Twelve Months Ended September 30, 2020 Nine Months Ended June 30, 2021 Reclass Revised Twelve Months Ended September 30, 2020 Selling, general and administrative expenses $ 17,339 $ (187 ) $ 17,152 $ 12,951 $ (105 ) $ 12,846 Other income (expense) 186 (186 ) - - - Interest income - - - 5 (5 ) - Miscellaneous income (expense) - - - 44 (44 ) - Interest expense - - - (64 ) 5 (59 ) Gain on sale of property and equipment 1 (1 ) - 61 (61 ) -merger.

Basis of Presentation. The acquisition will be accounted for under unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting in accordance with ASC 805and are based on the historical consolidated financial statements of Cigna and Express Scripts for the year ended December 31, 2017 and as of and for the three months ended March 31, 2018. Historical results will reflect non-10recurring items and, for the three months ended March 31, 2018, business seasonality. The Company acquisition method of accounting is accounting for the acquisition by using the historical information and accounting policies of Xxxxx and adding the assets and liabilities of ELFS, as applied based on a pro forma basis as of June 30, 2021, at their respective fair values. Further, and in accordance with ASC 805, the accounting policies of ELFS have been conformed to those of Xxxxx in determining the results of operations Business Combinations, and the amounts of assets and liabilities to be fair valued. The assets and liabilities of ELFS have been measured at fair value based on various assumptions that the Company’s management believes are reasonable utilizing information as of the Acquisition Date. The process for measuring uses the fair value of identifiable intangible assetsconcepts defined in ASC 820, liabilities and certain tangible assets requires the use of significant assumptionsFair Value Measurement. ASC 805 requires, including estimates of future cash flows and appropriate discount rates. The excess of the purchase price (consideration transferred) over the amount of identifiable assets and liabilities of ELFS acquiredamong other things, on a pro forma basis as of June 30, 2021, was allocated to goodwill in accordance with ASC 805-10. For purposes of measuring the fair value of the ELFS that most assets acquired and liabilities assumedassumed be recognized at their fair values as of the acquisition date. In addition, as reflected ASC 805 requires that the consideration transferred be measured at the effective time at the then-current market price. This requirement will likely result in a per share equity component that is different from the amount assumed in these unaudited pro forma condensed combined financial statements, since the market price of the shares of Cigna common stock at the effective time is likely to be different than the $171.79 market price that was used in the preparation of the unaudited pro forma condensed combined financial statements. The market price of $171.79 was based upon the closing price of shares of Cigna common stock on the NYSE on July 11, 2018, the Company used latest practicable date prior to the guidance in ASC Topic 820, “Fair Value Measurement and Disclosure”, which establishes a framework for measuring fair valuesdate of this joint proxy statement/prospectus. ASC 820 defines the term ‘‘fair value,’’ sets forth the valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined in ASC 820 as ‘‘the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (date.’’ This is an exit price)price concept for the valuation of the asset or liability. Market In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Additionally, under ASC 820, fair Fair value measurements for an asset assume the highest and best use of that asset by these market participants. As a result of these standards, New Cigna may be required to record the fair value of assets which are not intended to be used or sold and/or to value assets at fair value measures that do not reflect New Cigna’s intended use of those assets. Many of these fair value measurements can be highly subjective, and it is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. Under the acquisition method of accounting, the assets acquired and liabilities assumed will be recorded, as of completion of the mergers, primarily at their respective fair values and added to those of Cigna. Financial statements and reported results of operations of New Cigna issued after completion of the mergers will reflect these values, but will not be retroactively restated to reflect the historical financial position or results of operations of Express Scripts. Under ASC 805, acquisition-related transaction costs (e.g., advisory, legal and other professional fees) are not included as a component of consideration transferred but are accounted for as expenses in the periods in which such costs are incurred. Acquisition-related transaction costs expected to be incurred by Cigna include estimated fees related to a bridge financing commitment and agreement. Total acquisition-related transaction costs expected to be incurred by Cigna and Express Scripts are estimated to be approximately $430 million and $120 million, respectively. During the three months ended March 31, 2018, Cigna incurred $48 million before-tax and Express Scripts incurred $20 million before-tax of acquisition-related transaction costs, which have been excluded from the pro forma combined income statement for the three months ended March 31, 2018. During the year ended December 31, 2017, Cigna and Express Scripts did not incur any material acquisition-related transaction costs. The historical balance sheets of Xxxxx and ELFS were used to create the unaudited pro forma condensed combined balance sheet as of June 30March 31, 20212018 is required to include adjustments which give effect to events that are directly attributable to the mergers regardless of whether they are expected to have a continuing impact on the combined results or are non-recurring. Therefore, the last day acquisition-related transaction costs expected to be incurred by Cigna and Express Scripts subsequent to March 31, 2018 of the Janel’s third fiscal quarter. Xxxxx approximately $380 million and ELFS have different fiscal year ends with Xxxxx following $100 million, respectively, are reflected as a fiscal year end ending September 30 and ELFS following a calendar year-end ending on December 31. Accordingly, pro forma adjustment to the unaudited pro forma condensed combined statement balance sheet as of operations for the year ended September 30, 2020 has been prepared by combining information derived from Xxxxx’s audited historical consolidated statement of income for the year ended September 30, 2020 with the unaudited historical combined statement of income of ELFS for the twelve months ended September 30, 2020. The historical combined statement of income of ELFS for the twelve months ended September 30, 2020 was calculated by taking the audited combined statement of income for the twelve months ended December March 31, 2020 2018, presented as an increase to accrued expenses and removing the results of operations for the three months ended December 31, 2020 interim period other current liabilities and adding the results of operations for the three months ended December 31, 2019 interim periodan after-tax impact decrease to retained earnings. The interim unaudited pro forma combined statement of operations for the nine months ended June 30, 2021 has been prepared by combining Xxxxx’s unaudited historical consolidated statement of income for the nine months ended June 30, 2021, with the unaudited historical combined statement of income of ELFS for the nine months ended June 30, 2021. The unaudited historical combined statement of income of ELFS for the nine months ended June 30, 2021 was calculated by taking the unaudited combined statement of income for the six months ended June 30, 2021 and adding the results of operations for the three months ended December 31, 2020 interim period. In addition, certain line items of the ELFS income statements were combined or reclassified in order to make the information comparable. The table below summarizes the calculated combined historical statements of ELFS for the twelve months ended September 30, 2020 and nine months ended June 30, 2021: Twelve months ended September 30, 2020 Audited Year Ended Unaudited Three Months Ended Unaudited Three Months Ended Unaudited Twelve Months Ended (in thousands) December 31, 2020 December 31, 2020 December 31, 2019 September 30, 2020 Service revenue $ 68,851 $ (17,852 ) $ 18,035 $ 69,034 Cost of service revenue 48,612 (13,082 ) 13,626 49,156 Gross Profit 20,239 (4,770 ) 4,409 19,878 Selling, general and administrative expenses 17,228 (4,432 ) 4,543 17,339 Income (loss) from operations 3,011 (338 ) (134 ) 2,539 Other income (expense) Other income (expense) 208 (44 ) 22 186 Interest expense (74 ) 22 (18 ) (70 ) Gain on sale of property and equipment 1 (1 ) 1 1 Total other income (expense) 135 (23 ) 5 117 Income (loss) before state income taxes 3,146 (361 ) (129 ) 2,656 Provisions for state income taxes 218 (42 ) 108 284 Net Income (loss) $ 2,928 $ (319 ) $ (237 ) $ 2,372 Nine months ended June 30, 2021 (in thousands) Unaudited Six Months Ended June 30, 2021 Unaudited Three Months Ended December 31, 2020 Unaudited Nine Months Ended June 30, 2021 Service revenue $ 36,690 $ 17,852 $ 54,542 Cost of service revenue 26,169 13,082 39,251 Gross profit 10,521 4,770 15,291 Selling, general and administrative expenses 8,519 4,432 12,951 Income from operations 2,002 338 2,340 Other income (expense) Interest income 3 2 5 Miscellaneous income (expense) 2 42 44 Interest expense (42 ) (22 ) (64 ) Gain on sale of property and equipment 60 1 61 Total other income 23 23 46 Income before state income taxes 2,025 361 2,386 Provision for state income taxes 82 42 124 Net income $ 1,943 $ 319 $ 2,262 3. Accounting Policies: The unaudited pro forma condensed combined financial statements do not reflect adjustments to conform any potential required divestitures or the results projected realization of ELFS to Xxxxx’s application cost savings following completion of generally accepted accounting policiesthe mergers. These differences resulted cost savings opportunities are from administrative cost savings as well as reduced health care costs due to medical management. Although Cigna projects that cost savings will result from the mergers, there can be no assurance that these cost savings will be achieved. The unaudited pro forma condensed combined financial statements do not reflect any projected pre-tax restructuring and integration-related costs associated with the projected annual cost savings. The restructuring and integration-related costs will be expensed in the following income statement line-item reclassifications: Income Statements appropriate accounting periods after completion of the mergers. The unaudited pro forma condensed combined financial statements do not reflect any changes in applicable law (in thousandsincluding applicable tax law) Twelve Months Ended September 30after March 31, 2020 Reclass Revised Twelve Months Ended September 30, 2020 Nine Months Ended June 30, 2021 Reclass Revised Twelve Months Ended September 30, 2020 Selling, general and administrative expenses $ 17,339 $ (187 ) $ 17,152 $ 12,951 $ (105 ) $ 12,846 Other income (expense) 186 (186 ) - - - Interest income - - - 5 (5 ) - Miscellaneous income (expense) - - - 44 (44 ) - Interest expense - - - (64 ) 5 (59 ) Gain on sale of property and equipment 1 (1 ) - 61 (61 ) -2018.

Basis of Presentation. The acquisition will be accounted for under unaudited pro forma condensed combined consolidated financial statements were prepared in accordance with Securities and Exchange Commission Regulation S-X Article 11, using the acquisition purchase method of accounting based on ASC 805, Business Combinations, as amended, which Trident adopted on July 1, 2009, and are based on the historical financial statements of Trident and the Business of NXP after giving effect to the cash to be paid and the stock to be issued by Trident to consummate the Acquisition, as well as pro forma adjustments. The prior May 2009 acquisition of selected assets of the FRC, DRX, and audio decoder product lines from the Consumer Division of Micronas Semiconductor Holding AG is presented in accordance with ASC 805-10. The Company is accounting for the acquisition by using the historical information and accounting policies of Xxxxx and adding the ASC 805 requires, among other things, that most assets acquired and liabilities of ELFSassumed be recognized at their fair values, as applied on a pro forma basis as of June 30, 2021, at their respective fair values. Further, and determined in accordance with ASC 805820, the accounting policies of ELFS have been conformed to those of Xxxxx in determining the results of operations and the amounts of assets and liabilities to be fair valued. The assets and liabilities of ELFS have been measured at fair value based on various assumptions that the Company’s management believes are reasonable utilizing information Fair Value Measurements, as of the Acquisition Date. The process for measuring acquisition date and that the fair value of identifiable intangible assets, liabilities acquired in-process research and certain tangible assets requires development be recorded on the use of significant assumptions, including estimates of future cash flows and appropriate discount rates. The excess balance sheet regardless of the purchase price (likelihood of success as of the acquisition date. In addition, ASC 805 establishes that the consideration transferred) over transferred be measured at the closing date of the asset acquisition at the then-current market price, which may be different than the amount of identifiable assets and liabilities of ELFS acquired, on a consideration assumed in these unaudited pro forma basis condensed combined consolidated financial statements. ASC 820, as amended, defines the term “fair value” and sets forth the valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements and specifies a hierarchy of June 30, 2021, was allocated valuation techniques based on the nature of the inputs used to goodwill in accordance with ASC 805-10. For purposes of measuring develop the fair value of the ELFS assets acquired and liabilities assumedmeasures. Fair value is defined in ASC 820, as reflected in the unaudited pro forma combined financial statementsamended, the Company used the guidance in ASC Topic 820, as “Fair Value Measurement and Disclosure”, which establishes a framework for measuring fair values. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (date.” This is an exit price)price concept for the valuation of the asset or liability. Market In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Additionally, under ASC 820, fair Fair value measurements for an asset assume the highest and best use of that asset by these market participants. As a result of these standards, Trident may be required to record assets which are not intended to be used or sold and/or to value assets at fair value measures that do not reflect Trident ’s intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. Under the purchase method of accounting, the assets acquired and liabilities assumed will be recorded as of the completion of the asset acquisition, primarily at their respective fair values and added to those of Trident. Financial statements and reported results of operations of Trident issued after completion of the asset acquisition will reflect these values, but will not be retroactively restated to reflect the historical financial position or results of operations of the Business of NXP. The historical balance sheets of Xxxxx and ELFS were used to create the unaudited pro forma condensed combined consolidated balance sheet is presented as of June if the acquisition had occurred on September 30, 2021, the last day of the Janel’s third fiscal quarter2009. Xxxxx and ELFS have different fiscal year ends with Xxxxx following a fiscal year end ending September 30 and ELFS following a calendar year-end ending on December 31. Accordingly, the The unaudited pro forma condensed combined statement of operations for the year ended September 30, 2020 has been prepared by combining information derived from Xxxxx’s audited historical consolidated statement of income for the year ended September 30, 2020 with the unaudited historical combined statement of income of ELFS for the twelve months ended September 30, 2020. The historical combined statement of income of ELFS for the twelve months ended September 30, 2020 was calculated by taking the audited combined statement of income for the twelve months ended December 31, 2020 and removing the results statements of operations for the three months ended December 31September 30, 2020 interim 2009 and the twelve months ended June 30, 2009 are presented as if the acquisition had occurred on July 1, 2008. The purchase consideration is presented when the acquisition was completed on February 8, 2010. Under ASC 805, acquisition-related transaction costs (i.e., advisory, legal, valuation, other professional fees) and certain acquisition-related restructuring charges impacting the target company are expensed in the period in which the costs are incurred. Total advisory, legal, regulatory, and adding the results of operations valuation costs incurred by Trident were approximately $2.8 million, $4.5 million and $3.7 million for the three months ended September 30, 2009, December 31, 2019 interim period. The interim unaudited pro forma combined statement of operations for the nine months ended June 30, 2021 has been prepared by combining Xxxxx’s unaudited historical consolidated statement of income for the nine months ended June 30, 2021, with the unaudited historical combined statement of income of ELFS for the nine months ended June 30, 2021. The unaudited historical combined statement of income of ELFS for the nine months ended June 30, 2021 was calculated by taking the unaudited combined statement of income for the six months ended June 30, 2021 2009 and adding the results of operations for the three months ended December March 31, 2020 interim period. In addition2010, certain line items of the ELFS income statements were combined or reclassified in order to make the information comparable. The table below summarizes the calculated combined historical statements of ELFS for the twelve months ended September 30, 2020 and nine months ended June 30, 2021: Twelve months ended September 30, 2020 Audited Year Ended Unaudited Three Months Ended Unaudited Three Months Ended Unaudited Twelve Months Ended (in thousands) December 31, 2020 December 31, 2020 December 31, 2019 September 30, 2020 Service revenue $ 68,851 $ (17,852 ) $ 18,035 $ 69,034 Cost of service revenue 48,612 (13,082 ) 13,626 49,156 Gross Profit 20,239 (4,770 ) 4,409 19,878 Selling, general and administrative expenses 17,228 (4,432 ) 4,543 17,339 Income (loss) from operations 3,011 (338 ) (134 ) 2,539 Other income (expense) Other income (expense) 208 (44 ) 22 186 Interest expense (74 ) 22 (18 ) (70 ) Gain on sale of property and equipment 1 (1 ) 1 1 Total other income (expense) 135 (23 ) 5 117 Income (loss) before state income taxes 3,146 (361 ) (129 ) 2,656 Provisions for state income taxes 218 (42 ) 108 284 Net Income (loss) $ 2,928 $ (319 ) $ (237 ) $ 2,372 Nine months ended June 30, 2021 (in thousands) Unaudited Six Months Ended June 30, 2021 Unaudited Three Months Ended December 31, 2020 Unaudited Nine Months Ended June 30, 2021 Service revenue $ 36,690 $ 17,852 $ 54,542 Cost of service revenue 26,169 13,082 39,251 Gross profit 10,521 4,770 15,291 Selling, general and administrative expenses 8,519 4,432 12,951 Income from operations 2,002 338 2,340 Other income (expense) Interest income 3 2 5 Miscellaneous income (expense) 2 42 44 Interest expense (42 ) (22 ) (64 ) Gain on sale of property and equipment 60 1 61 Total other income 23 23 46 Income before state income taxes 2,025 361 2,386 Provision for state income taxes 82 42 124 Net income $ 1,943 $ 319 $ 2,262 3. Accounting Policies: The unaudited pro forma combined financial statements reflect adjustments to conform the results of ELFS to Xxxxx’s application of generally accepted accounting policies. These differences resulted in the following income statement line-item reclassifications: Income Statements (in thousands) Twelve Months Ended September 30, 2020 Reclass Revised Twelve Months Ended September 30, 2020 Nine Months Ended June 30, 2021 Reclass Revised Twelve Months Ended September 30, 2020 Selling, general and administrative expenses $ 17,339 $ (187 ) $ 17,152 $ 12,951 $ (105 ) $ 12,846 Other income (expense) 186 (186 ) - - - Interest income - - - 5 (5 ) - Miscellaneous income (expense) - - - 44 (44 ) - Interest expense - - - (64 ) 5 (59 ) Gain on sale of property and equipment 1 (1 ) - 61 (61 ) -respectively.