Common use of NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Clause in Contracts

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. Note 1 - 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, as amended by the final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” RBC and Dodge’s historical financial statements were prepared in accordance with U.S. GAAP and are presented in U.S. dollars. As discussed in Note 2, certain reclassifications were made to align the presentation of Dodge’s financial statements with those of RBC. RBC is currently in the process of evaluating Dodge’s accounting policies, which will be finalized upon completion of the Pending Acquisition, or as more information becomes available. As a result of that review, additional differences could be identified between the accounting policies of the two companies. With the information currently available, RBC has determined that no significant adjustments are necessary to conform Dodge’s financial statements to the accounting policies used by RBC. The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with RBC as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical consolidated financial statements of RBC and Dodge. Under ASC 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value, while transaction costs associated with the business combination are expensed as incurred. The excess of acquisition consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The allocation of the aggregate acquisition consideration depends upon certain estimates and assumptions, all of which are preliminary. The allocation of the aggregate acquisition consideration has been made for the purpose of developing the unaudited pro forma condensed combined financial information. The final determination of fair values of assets acquired and liabilities assumed relating to the Pending Acquisition could differ materially from the preliminary allocation of aggregate acquisition consideration. The final valuation will be based on the actual net tangible and intangible assets of Dodge existing at the acquisition date. The unaudited pro forma condensed combined balance sheet as of July 3, 2021, the unaudited pro forma condensed combined statement of operations for the year ended April 3, 2021 and the unaudited pro forma condensed combined statement of operations for the three months ended July 3, 2021 presented herein are based on the historical financial statements of RBC and Dodge. While RBC and Dodge have different fiscal period ends, Rule 11-02(c)(3) of Regulation S-X permits fiscal period ends to be within one quarter between the acquirer and acquiree, and thus the following financial information was combined: ● The unaudited pro forma condensed combined balance sheet as of July 3, 2021 is presented as if the Pending Acquisition and the Financing Transactions had occurred on July 3, 2021 and combines the historical consolidated balance sheet of RBC as of July 3, 2021 with the historical combined balance sheet of Dodge as of June 30, 2021. ● The unaudited pro forma condensed combined statement of operations for the year ended April 3, 2021 has been prepared as if the Pending Acquisition and the Financing Transactions had occurred on March 29, 2020, the first day of at the beginning of RBC’s fiscal year 2021 and the beginning of RBC’s annual period presented, and combines RBC’s historical consolidated statement of operations for the fiscal year ended April 3, 2021 with Dodge’s historical combined statement of income for the year ended December 31, 2020.

Appears in 1 contract

Samples: RBC Bearings INC

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. Note 1 - 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, as amended by the final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” RBC Xxxx in the Box’s and DodgeDel Taco’s historical financial statements were prepared in accordance with U.S. GAAP and are presented in U.S. dollars. As discussed in Note 2, certain reclassifications were made to align the presentation of DodgeDel Taco’s financial statements with those of RBC. RBC is currently Xxxx in the process of evaluating DodgeBox. Xxxx in the Box has evaluated Del Taco’s accounting policies, which will be finalized upon completion of the Pending Acquisition, or as more information becomes available. As a result of that review, additional differences could be identified between the accounting policies of the two companies. With the information currently available, RBC Xxxx in the Box has determined that no significant there are adjustments are necessary to conform DodgeDel Xxxx’s financial statements to the accounting policies used by RBCXxxx in the Box (see Note 2 - Jack in the Box and Del Taco Accounting Policy Alignment and Reclassification Adjustments). The unaudited pro forma condensed combined financial information Merger was prepared accounted for as a business combination using the acquisition method of accounting in accordance with under the provisions of ASC 805, with RBC as the accounting acquirerBusiness Combinations (“ASC 805”), and using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical consolidated financial statements of RBC and DodgeMeasurements. Under ASC 805, all assets acquired and liabilities assumed in a business combination are recognized and measured recorded at their assumed acquisition date fair value, while transaction costs associated with the business combination are expensed as incurred. The excess of acquisition consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The allocation determination of the aggregate acquisition consideration depends upon certain fair values of the assets acquired and liabilities assumed (and the related determination of estimated useful lives of amortizable identifiable intangible assets) requires significant judgment and estimates. The estimates and assumptions, all assumptions used include the projected timing and amount of which are preliminaryfuture cash flows and discount rates reflecting risk inherent in the future cash flows related to the businesses acquired. The allocation preliminary fair value estimates of the aggregate net assets acquired are based upon preliminary calculations and valuations, and those estimates and assumptions regarding certain tangible assets acquired and liabilities assumed, the valuation of intangible assets acquired, income taxes, and goodwill are subject to change as the Company obtains additional information during the measurement period (up to one year from the acquisition consideration has been made for date). Although the purpose Company believes the fair values assigned to the assets acquired and liabilities assumed from the Merger are accurate, new information may be obtained about facts and circumstances that existed as of developing the date of the Merger during the twelve-month period following the Merger which could cause actual results to differ materially from the unaudited pro forma condensed combined financial information. The final determination of fair values of assets acquired and liabilities assumed relating Total nonrecurring acquisition-related costs incurred after January 23, 2022 related to the Pending Acquisition could differ materially Merger of $19.7 million, including $9.2 million related to pre-acquisition costs of Del Taco, are included within the unaudited pro forma condensed combined statement of earnings (loss). The unaudited pro forma condensed combined financial information does not include the realization of any cost savings from operating efficiencies, synergies or other restructuring activities which might result from the preliminary allocation of aggregate acquisition consideration. The final valuation will be based on the actual net tangible and intangible assets of Dodge existing at the acquisition dateMerger. The unaudited pro forma condensed combined balance sheet as of July 3January 23, 20212022, the unaudited pro forma condensed combined statement of operations earnings (loss) for the year ended April October 3, 2021 and the unaudited pro forma condensed combined statement of operations earnings (loss) for the three months sixteen weeks ended July 3January 23, 2021 2022 presented herein are based on the historical financial statements of RBC Xxxx in the Box and DodgeDel Taco. While RBC Xxxx in the Box and Dodge Del Taco have different fiscal period ends, Rule 11-02(c)(3) of Regulation S-X permits fiscal period ends to be within one quarter between 93 days of the acquirer and acquiree, and thus the following financial information was combined: ● The unaudited pro forma condensed combined balance sheet as of July 3January 23, 2021 2022 is presented as if the Pending Acquisition Debt Financing and the Financing Transactions Merger had occurred on July 3January 23, 2021 2022 and combines the historical unaudited condensed consolidated balance sheet of RBC Jack in the Box as of July 3January 23, 2021 2022 with the historical combined audited consolidated balance sheet of Dodge Del Taco as of June 30December 28, 2021. ● The unaudited pro forma condensed combined statement of operations for the year ended April 3, 2021 has been prepared as if the Pending Acquisition and the Financing Transactions had occurred on March 29, 2020, the first day of at the beginning of RBC’s fiscal year 2021 and the beginning of RBC’s annual period presented, and combines RBC’s historical consolidated statement of operations for the fiscal year ended April 3, 2021 with Dodge’s historical combined statement of income for the year ended December 31, 2020.

Appears in 1 contract

Samples: Jack in the Box Inc

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. Note 1 - 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, as amended by the final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” RBC and Dodge’s historical financial statements were prepared in accordance with U.S. GAAP and are presented in U.S. dollars. X. As discussed in Note 2, certain reclassifications were made to align the presentation of DodgeDiscover with Capital One’s financial statements with those of RBCstatement presentation. RBC Capital One is currently in the process of evaluating DodgeDiscover’s accounting policiespolicies with the information currently available and has determined that no significant adjustments are necessary to conform Discover’s financial statements to the accounting policies used by Capital One. Therefore, which will be finalized upon completion the only changes noted herein are those related to presentation. As a result of the Pending Acquisition, or this ongoing review and as more information becomes available. As a result of that review, additional differences could be identified between the accounting policies of the two companies. With companies until finalized upon completion of the information currently available, RBC has determined that no significant adjustments are necessary to conform Dodge’s financial statements to the accounting policies used by RBCMergers. The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with RBC Capital One as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical consolidated financial statements of RBC Capital One and DodgeDiscover. Under ASC 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their assumed fair values as of the acquisition date fair valuedate, while transaction costs associated with the business combination are expensed as incurred. The excess of acquisition purchase consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The allocation of the aggregate acquisition purchase consideration depends upon certain estimates and assumptions, all of which are preliminary. As of the date of this filing, Capital One has not completed the valuation analysis and calculations in sufficient detail necessary to arrive at the required estimates of the fair market value of Discover’s assets to be acquired or liabilities to be assumed, other than a preliminary estimate for intangible assets and certain financial assets and financial liabilities. Accordingly, apart from the aforementioned, certain Discover assets and liabilities are presented at their respective carrying amounts and should therefore be treated as preliminary. A final determination of the fair value of Discover’s assets and liabilities will be based on Discover’s actual assets and liabilities as of the closing date of the Mergers and, therefore, cannot be made prior to the consummation of the Mergers. The allocation of the aggregate acquisition purchase consideration has been made for the purpose of developing the unaudited pro forma condensed combined financial information. The final determination of fair values of assets acquired and liabilities assumed relating to the Pending Acquisition Mergers could differ materially from the preliminary allocation of aggregate acquisition purchase consideration. The final valuation will be based on the actual net tangible and intangible assets of Dodge Discover existing at the acquisition date. The unaudited pro forma condensed combined balance sheet sheet, as of July 3December 31, 20212023, the unaudited pro forma condensed combined statement of operations for the year ended April 3, 2021 and the unaudited pro forma condensed combined statement of operations for the three months ended July 3, 2021 presented herein are based on the historical financial statements of RBC and Dodge. While RBC and Dodge have different fiscal period ends, Rule 11-02(c)(3) of Regulation S-X permits fiscal period ends to be within one quarter between the acquirer and acquiree, and thus the following financial information was combined: ● The unaudited pro forma condensed combined balance sheet as of July 3, 2021 is presented as if the Pending Acquisition and the Financing Transactions had occurred on July 3, 2021 and combines the historical consolidated balance sheet of RBC as of July 3, 2021 with the historical combined balance sheet of Dodge as of June 30, 2021. ● The unaudited pro forma condensed combined statement of operations for the year ended April 3, 2021 has been prepared as if the Pending Acquisition and the Financing Transactions had occurred on March 29, 2020, the first day of at the beginning of RBC’s fiscal year 2021 and the beginning of RBC’s annual period presented, and combines RBC’s historical consolidated statement of operations for the fiscal year ended April 3, 2021 with Dodge’s historical combined statement of income for the year ended December 31, 20202023, presented herein, are based on the historical financial statements of Capital One and Discover. The unaudited pro forma condensed combined balance sheet as of December 31, 2023 is presented as if Capital One’s acquisition of Discover had occurred on December 31, 2023 and combines the historical balance sheet of Capital One as of December 31, 2023 with the historical balance sheet of Discover as of December 31, 2023. The unaudited pro forma condensed combined statement of income for the year ended December 31, 2023 has been prepared as if the Mergers had occurred on January 1, 2023 and combines Capital One’s historical statement of income for the fiscal year ended December 31, 2023 with Discover’s historical statement of income for the fiscal year ended December 31, 2023. 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 Mergers or any acquisition and integration costs that may be incurred. The pro forma adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that Capital One believes are reasonable under the circumstances. There are no material transactions between Capital One and Discover during the period presented. Accordingly, adjustments to eliminate transactions between Capital One and Discover have not been reflected in the unaudited pro forma condensed combined financial information.

Appears in 1 contract

Samples: Capital One Financial Corp

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. Note 1 - 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, X as amended by the final rule, Release No. 33-10786, 10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” RBC ”. II-VI, Coherent and DodgeFinisar’s historical financial statements were prepared in accordance with U.S. GAAP and are presented in U.S. dollars. As discussed in Note 2, certain reclassifications were made to align the presentation of DodgeII-VI, Coherent and Finisar’s financial statements with those of RBCstatement presentation. RBC II-VI is currently in the process of evaluating DodgeCoherent’s accounting policies, which will be finalized upon completion of the Pending Acquisitionmerger, or as more information becomes available. As a result of that review, additional differences could be identified between the accounting policies of the two companies. With the information currently available, RBC II-VI has determined that no significant adjustments are necessary to conform DodgeCoherent’s financial statements to the accounting policies used by RBCII-VI. The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with RBC II-VI as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical consolidated financial statements of RBC II-VI, Coherent and DodgeFinisar. Under ASC 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value, while transaction costs associated with the business combination are expensed as incurred. The excess of acquisition merger consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The allocation of the aggregate acquisition merger consideration depends upon certain estimates and assumptions, all of which are preliminary. The allocation of the aggregate acquisition merger consideration has been made for the purpose of developing the unaudited pro forma condensed combined financial information. The final determination of fair values of assets acquired and liabilities assumed relating to the Pending Acquisition merger could differ materially from the preliminary allocation of aggregate acquisition merger consideration. The final valuation will be based on the actual net tangible and intangible assets of Dodge Coherent existing at the acquisition date. The unaudited pro forma condensed combined balance sheet sheet, as of July 3March 31, 2021, the unaudited pro forma condensed combined statement of operations earnings (loss) for the year ended April 3June 30, 2021 2020 and the unaudited pro forma condensed combined statement of operations earnings (loss) for the three nine months ended July 3March 31, 2021 presented herein herein, are based on the historical financial statements of RBC II-VI, Coherent and DodgeFinisar. While RBC and Dodge have Because of different fiscal period ends, and pursuant to Rule 11-11- 02(c)(3) of Regulation S-X permits requiring fiscal period period-ends to be within one quarter between the acquirer and acquiree, and thus the following financial information was combinedapplied: The unaudited pro forma condensed combined balance sheet as of July 3March 31, 2021 is presented as if the Pending Acquisition and the Financing Transactions II-VI’s acquisition of Coherent had occurred on July 3March 31, 2021 and combines the historical consolidated balance sheet of RBC II-VI as of July 3March 31, 2021 with the historical combined balance sheet of Dodge Coherent as of June 30April 3, 2021. The unaudited pro forma condensed combined statement of operations earnings (loss) for the year ended April 3June 30, 2021 2020 has been prepared as if the Pending Acquisition merger, the public offerings and the Financing Transactions Finisar acquisition had occurred on March 29July 1, 2019 and combines II-VI’s historical statement of earnings (loss) for the fiscal year ended June 30, 2020 with Coherent’s historical statement of operations for the twelve month period ended July 4, 2020, the first day of at the beginning of RBC’s fiscal year 2021 and the beginning of RBC’s annual period presented, and combines RBCalong with Finisar’s historical statement of operations for the three month period ended July 28, 2019. • Coherent’s historical statement of operations for the twelve month period ended July 4, 2020 was prepared by taking the unaudited consolidated statement of operations for the nine months ended July 4, 2020, adding the audited consolidated statement of operations for the fiscal year ended September 28, 2019, and subtracting the unaudited consolidated statement of operations for the nine months ended June 29, 2019. • Since the Finisar acquisition closed on September 24, 2019, Finisar’s results of operations are presented in the II-VI results for the period of September 24, 2019 to June 30, 2020. The results of Finisar for the three month period ended July 28, 2019 is included to derive a twelve month unaudited pro forma condensed combined statement of operations ended June 30, 2020. In addition, the period between September 24, 2019 and September 30, 2019 has been removed for purposes of the unaudited condensed combined pro forma statement of earnings (loss) for the year ended June 30, 2020. • The unaudited pro forma condensed combined statement of earnings (loss) for the nine months ended March 31, 2021 has been prepared as if the merger had occurred on July 1, 2019 and combines II-VI’s historical statement of earnings (loss) for the nine months ended March 31, 2021 with Coherent’s historical statement of operations for the nine months ended April 3, 2021. • Coherent’s historical statement of operations for the nine months ended April 3, 2021 with Dodgewas prepared by taking the unaudited consolidated statement of operations for the six months ended April 3, 2021, adding the audited consolidated statement of operations for the fiscal year ended October 3, 2020 and subtracting the unaudited consolidated statement of operations for the nine months ended July 4, 2020. The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dissynergies, operating efficiencies or cost savings that may result from the merger or any acquisition and integration costs that may be incurred. The pro forma adjustments represent II-VI management’s best estimates and are based upon currently available information and certain assumptions that II-VI believes are reasonable under the circumstances. II-VI is not aware of any material transactions between II-VI and Coherent during the periods presented. Accordingly, adjustments to eliminate transactions between II-VI and Coherent have not been reflected in the unaudited pro forma condensed combined financial information. Note 2 - II-VI, Coherent, and Finisar reclassification adjustments During the preparation of this unaudited pro forma condensed combined financial information, management performed a preliminary analysis of Coherent’s financial information to identify differences in accounting policies as compared to those of II-VI and differences in financial statement presentation as compared to the presentation of II-VI. With the information currently available, II-VI has determined that no significant adjustments are necessary to conform Coherent’s financial statements to the accounting policies used by II-VI. However, certain reclassification adjustments have been made to conform Coherent’s historical financial statement presentation to II-VI’s financial statement presentation. Following the merger, the combined company will finalize the review of accounting policies and reclassifications, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein. This section also includes reclassification adjustments related to the historical Finisar information included for the unaudited pro forma condensed combined statement of income earnings (loss) for the fiscal year ended December 31June 30, 2020.

Appears in 1 contract

Samples: Ii-Vi Inc

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. Note 1 - 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, X as amended by the final rule, Release No. 33-10786, 10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” RBC ”. The unaudited pro forma condensed combined financial information set forth below gives effect to the following: • The completion of the acquisition of DSM Protective Materials by Avient for an estimated purchase price of $1,492.1 million, which includes cash and Dodgecash equivalents acquired of $33.7 million, and • The incurrence of additional debt by Avient to fund the Acquisition and pay fees and expenses related to the Acquisition, including (i) $575.0 million of expected borrowings under the Senior Secured Term Loan B and (ii) $725.0 million aggregate principal amount of the notes. Avient’s and DSM Protective Materials’ historical financial statements were prepared in accordance with U.S. GAAP and are presented in IFRS, respectively. For the purpose of the unaudited pro forma condensed combined financial information, the historical combined carve-out financial information of DSM Protective Materials has been translated from Euro to U.S. dollarsDollars and converted from IFRS as issued by the International Accounting Standards Board, to GAAP and Avient’s accounting policies for material accounting policy differences. The conversion from IFRS to GAAP was based on limited information available to the Company at the time of preparation. As discussed in Note 2, certain reclassifications were made to align the presentation of DodgeAvient’s and DSM Protective Materials’ financial statements with those of RBCstatement presentation. RBC Avient is currently in the process of evaluating Dodge’s DSM Protective Materials’ accounting policies, which will be finalized upon completion of the Pending Acquisition, or as more information becomes available. As a result of that review, additional differences could be identified between in the accounting policies of the two companies. With , and those differences could have a material impact on the information currently available, RBC has determined that no significant adjustments are necessary to conform Dodge’s consolidated financial statements of the combined company. In connection with the Acquisition, we executed additional cross currency swaps (maturing in April 2028), pursuant to which we will pay fixed-rate interest in euros and receive fixed-rate interest in U.S. Dollars with a combined notional amount of €900 million. We also entered into foreign currency forward contracts with an aggregate notional amount of €350 million, which are scheduled to mature within one year. Future changes in the accounting policies used by RBCfair value of these cross currency swaps and the forward contracts are not reflected in the unaudited pro forma condensed combined financial information as they are not estimable. The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC Accounting Standards Codification (“ASC”) Topic 805, with RBC Avient as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical consolidated financial statements of RBC Avient and Dodgethe combined carve-out financial statements of DSM Protective Materials. Under ASC 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value, while transaction costs associated with the business combination are expensed as incurred. The excess of acquisition consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The allocation of the aggregate acquisition consideration depends upon certain estimates and assumptions, all of which are preliminary. The allocation of the aggregate acquisition consideration has been made for the purpose of developing the unaudited pro forma condensed combined financial information. The final determination of fair values of assets acquired and liabilities assumed relating to the Pending Acquisition could differ materially from the preliminary allocation of aggregate acquisition the purchase consideration. The final valuation will be based on the actual net tangible and intangible assets of Dodge DSM Protective Materials existing at the acquisition date. The unaudited pro forma condensed combined balance sheet sheet, as of July 3March 31, 20212022, the unaudited pro forma condensed combined statement of operations for the year ended April 3December 31, 2021 and the unaudited pro forma condensed combined statement of operations for the three months ended July 3March 31, 2021 2022 presented herein herein, are based on the historical financial statements of RBC Avient and DodgeDSM Protective Materials. While RBC The Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2022 is presented as if the Transactions had been completed on March 31, 2022 and Dodge combines the unaudited consolidated balance sheet of Avient as of March 31, 2022 with the unaudited interim condensed combined carve-out statement of financial position of DSM Protective Materials as of March 31, 2022. The Unaudited Pro Forma Condensed Combined Statements of Operations have different fiscal period endsbeen prepared as if the Transactions had occurred on January 1, Rule 11-02(c)(3) of Regulation S-X permits fiscal period ends to be within one quarter between the acquirer and acquiree, and thus the following financial information was combined: ● 2021. The unaudited pro forma condensed combined balance sheet as financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings that may result from the Acquisition or integration costs that may be incurred. The pro forma adjustments represent Avient’s best estimates and are based upon currently available information and certain assumptions that Avient believes are reasonable under the circumstances. Avient is not aware of July 3any material transactions between Avient and DSM Protective Materials during the periods presented. Accordingly, 2021 is presented as if adjustments to eliminate transactions between Avient and DSM Protective Materials have not been reflected in the Pending Acquisition and the Financing Transactions had occurred on July 3, 2021 and combines the historical consolidated balance sheet of RBC as of July 3, 2021 with the historical combined balance sheet of Dodge as of June 30, 2021. ● The unaudited pro forma condensed combined statement of operations for the year ended April 3, 2021 has been prepared as if the Pending Acquisition and the Financing Transactions had occurred on March 29, 2020, the first day of at the beginning of RBC’s fiscal year 2021 and the beginning of RBC’s annual period presented, and combines RBC’s historical consolidated statement of operations for the fiscal year ended April 3, 2021 with Dodge’s historical combined statement of income for the year ended December 31, 2020financial information.

Appears in 1 contract

Samples: Avient Corp

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. Note 1 - 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, as amended by the final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” RBC and Dodge’s historical financial statements were prepared in accordance with U.S. GAAP and are presented in U.S. dollars. As discussed in Note 2, certain reclassifications were made to align the presentation of Dodge’s financial statements with those of RBC. RBC is currently in the process of evaluating Dodge’s accounting policies, which will be finalized upon completion of the Pending Acquisition, or as more information becomes available. As a result of that review, additional differences could be identified between the accounting policies of the two companies. With the information currently available, RBC has determined that no significant adjustments are necessary to conform Dodge’s financial statements to the accounting policies used by RBC. The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with RBC as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical consolidated financial statements of RBC and Dodge. Under ASC 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value, while transaction costs associated with the business combination are expensed as incurred. The excess of acquisition consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The allocation of the aggregate acquisition consideration depends upon certain estimates and assumptions, all of which are preliminary. The allocation of the aggregate acquisition consideration has been made for the purpose of developing the unaudited pro forma condensed combined financial information. The final determination of fair values of assets acquired and liabilities assumed relating to the Pending Acquisition could differ materially from the preliminary allocation of aggregate acquisition consideration. The final valuation will be based on the actual net tangible and intangible assets of Dodge existing at the acquisition date. The unaudited pro forma condensed combined balance sheet as of July 3, 2021, the unaudited pro forma condensed combined statement of operations for the year ended April 3, 2021 and the unaudited pro forma condensed combined statement of operations for the three months ended July 3, 2021 presented herein are based on the historical financial statements of RBC and Dodge. While RBC and Dodge have different fiscal period ends, Rule 11-02(c)(3) of Regulation S-X permits fiscal period ends to be within one quarter between the acquirer and acquiree, and thus the following financial information was combined: ● The unaudited pro forma condensed combined balance sheet as of July 3, 2021 is presented as if the Pending Acquisition and the Financing Transactions had occurred on July 3, 2021 and combines the historical consolidated balance sheet of RBC as of July 3, 2021 with the historical combined balance sheet of Dodge as of June 30, 2021. ● The unaudited pro forma condensed combined statement of operations for the year ended April 3, 2021 has been prepared as if the Pending Acquisition and the Financing Transactions had occurred on March 29, 2020, the first day of at the beginning of RBC’s fiscal year 2021 and the beginning of RBC’s annual period presented, 2020 and combines RBC’s historical unaudited consolidated statement of operations for the fiscal year three months ended April July 3, 2021 with Dodge’s historical condensed combined statement of income for the year three months ended December 31June 30, 20202021. Dodge’s historical financial information has been presented on a “carve-out” basis from ABB’s consolidated financial statements using the historical results of operations, cash flows, assets and liabilities of Dodge and includes allocations of corporate expenses and shared expenses from ABB. These allocations reflect significant assumptions, and the financial statements may not fully reflect what Dodge’s financial position, results of operations or cash flows would have been had it been a standalone company during the periods presented. As a result, historical financial information is not necessarily indicative of Dodge’s future results of operations, financial position or cash flows. Additionally, the face of the unaudited pro forma condensed combined financial statements does not include any adjustments to these corporate and shared expense allocations from ABB nor the realization of any costs from operating efficiencies, synergies or other restructuring activities that might result from the Pending Acquisition. Further, there may be additional charges related to restructuring or other integration activities resulting from the Pending Acquisition, the timing, nature and amount of which management cannot currently identify, and thus, such charges are not reflected in the unaudited pro forma condensed combined financial statements. The pro forma adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that RBC believes are reasonable under the circumstances. RBC is not aware of any material transactions between RBC and Dodge during the periods presented. Accordingly, adjustments to eliminate transactions between RBC and Dodge have not been reflected in the unaudited pro forma condensed combined financial information.

Appears in 1 contract

Samples: RBC Bearings INC

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. Note 1 - 1—Pro Forma Basis of Presentation The unaudited pro forma condensed combined financial information and related notes are prepared Transaction is reflected in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” RBC and Dodge’s historical financial statements were prepared in accordance with U.S. GAAP and are presented in U.S. dollars. As discussed in Note 2, certain reclassifications were made to align the presentation of Dodge’s financial statements with those of RBC. RBC is currently in the process of evaluating Dodge’s accounting policies, which will be finalized upon completion of the Pending Acquisition, or as more information becomes available. As a result of that review, additional differences could be identified between the accounting policies of the two companies. With the information currently available, RBC has determined that no significant adjustments are necessary to conform Dodge’s financial statements to the accounting policies used by RBC. The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with RBC as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical consolidated financial statements of RBC and Dodge. Under ASC 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value, while transaction costs associated with the business combination are expensed as incurred. The excess of acquisition consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The allocation of the aggregate acquisition consideration depends upon certain estimates and assumptions, all of which are preliminary. The allocation of the aggregate acquisition consideration has been made for the purpose of developing the unaudited pro forma condensed combined financial informationstatements as being accounted for under the acquisition method of purchase accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations (ASC 805). Under the acquisition method, the total estimated purchase price of the acquired company is allocated to the assets acquired and the liabilities assumed based on their fair values at the date of acquisition. In determining the preliminary allocation of the purchase price in the unaudited pro forma condensed combined financial statements, the Company has assumed the Transaction was completed on September 30, 2016 and has made other significant estimates and assumptions. Due to the fact that the unaudited pro forma condensed combined financial statements have been prepared based on preliminary estimates, the final amounts recorded may differ materially from the information presented. The final determination allocation of purchase consideration is subject to change based on further review of the fair values value of the assets acquired and liabilities assumed relating to the Pending Acquisition could differ materially from the preliminary assumed. A final determination of purchase price allocation of aggregate acquisition consideration. The final valuation and fair values will be based on the assets acquired and the liabilities assumed on the actual net tangible date of consummation of the Transaction, which was December 1, 2016. Under ASC 805, acquisition-related transaction costs (such as advisory, legal or other professional fees) are not included as a component of consideration transferred and intangible assets have been excluded from the unaudited pro forma condensed combined statements of Dodge existing at operations. Estimated transaction costs that would have been paid or accrued by the acquisition date. The Company and DTS upon consummation of the Transaction are reflected in the unaudited pro forma condensed combined balance sheet as sheet. DTS’s standalone historical statement of July 3operations for the year ended December 31, 20212015 presented in the pro forma financial information includes approximately $16.6 million of acquisition and integration related costs associated with DTS’s acquisition of iBiquity Digital Corporation on October 1, 2015, which consist primarily of employee compensation and severance related costs and professional service fees. These amounts were not adjusted in the unaudited calculation of the pro forma condensed combined statement of operations for the year ended April 3December 31, 2021 2015. There were no intercompany balances or transactions between Tessera and DTS as of the dates and for the periods of these unaudited pro forma combined financial statements. Tessera, together with the management of DTS, is developing a plan to integrate the operations of the two companies after the Transaction. In connection with that plan, management anticipates that certain non-recurring charges, such as operational relocation expenses, employee severance costs, product rebranding and consulting expenses, may be incurred in connection with this integration. Any such charge will affect the results of the combined company in the future period in which such charges are incurred. The pro forma financial information does not include the effects of the costs associated with any restructuring or other integration activities resulting from the Transaction. Additionally, the pro forma financial information does not include the realization of any cost savings from anticipated operating efficiencies, synergies or other activities which might result from the Transaction. Financial Statement Reclassification Adjustments Certain reclassification adjustments have been made to Tessera and DTS’s standalone historical financial statements presented within the pro forma financial information to conform the presentation of historical balances. The following reclassification adjustments were made to the unaudited pro forma condensed combined statement of operations for the three months ended July 3balance sheet: • On its historical condensed consolidated balance sheet, 2021 Tessera presented herein are based income taxes receivable within other current assets. This balance has been presented as a separate line item on the pro forma condensed combined balance sheet. • On its historical financial statements of RBC condensed consolidated balance sheet, Tessera presented property and Dodgeequipment, net and goodwill within other assets. While RBC These balances have been presented as separate line items on the pro forma condensed combined balance sheet. • On its historical condensed consolidated balance sheet, Tessera presented long-term deferred tax liabilities and Dodge other liabilities as a single line item. These balances have different fiscal period endsbeen presented as separate line items on the pro forma condensed combined balance sheet. • On its historical condensed consolidated balance sheet, Rule 11-02(c)(3) of Regulation S-X permits fiscal period ends DTS did not separately present accrued legal fees. This balance has been presented as a separate line item on the pro forma condensed combined balance sheet. The following reclassification adjustments were made to be within one quarter between the acquirer and acquiree, and thus the following financial information was combined: ● The unaudited pro forma condensed combined balance sheet as statements of July 3operations: • On its historical statements of operations, 2021 is DTS presented as if the Pending Acquisition cost of revenues separately from operating expenses and presented a separate gross profit measure. Cost of revenues has been reclassified into operating expenses and the Financing Transactions had occurred gross profit measure has been removed on July 3, 2021 and combines the historical consolidated balance sheet of RBC as of July 3, 2021 with the historical combined balance sheet of Dodge as of June 30, 2021. ● The unaudited pro forma condensed combined statement statements of operations. • On its historical statements of operations, DTS included amortization expense within cost of revenues and selling, general and administrative expense. These amounts have been presented as a separate line item in amortization expense on the pro forma condensed statements of operations. • On its historical statements of operations, DTS included litigation expense within selling, general and administrative expense. This amount has been presented as a separate line item on the pro forma condensed combined statements of operations. • On its historical statements of operations for the year ended April 3, 2021 has been prepared as if the Pending Acquisition and the Financing Transactions had occurred on March 29, 2020, the first day of at the beginning of RBC’s fiscal year 2021 and the beginning of RBC’s annual period presented, and combines RBC’s historical consolidated statement of operations for the fiscal year ended April 3, 2021 with Dodge’s historical combined statement of income for the year ended December 31, 20202015, DTS presented change in fair value of contingent consideration as a separate line item. This amount has been reclassified to selling, general and administrative expense on the pro forma condensed combined statements of operations. There were no adjustments presented to conform DTS’s historical accounting policies to those of Tessera as such adjustments were considered immaterial for the periods presented.

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Samples: Forma Condensed Combined Financial Information (Tessera Holding Corp)

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