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”. The unaudited pro forma condensed combined balance sheet as of September 30, 2022 gives effect to the Merger and the Debt Financing as if those transactions had been completed on September 30, 2022 and combines the unaudited condensed consolidated balance sheet of Regal Rexnord as of September 30, 2022 with Altra’s unaudited condensed consolidated balance sheet as of September 30, 2022. The unaudited pro forma condensed combined statements of income for the year ended January 1, 2022 and the nine months ended September 30, 2022 give effect to the Merger, the Debt Financing and the merger with the Rexnord PMC business as if they had occurred on January 3, 2021, the first day of Regal Rexnord’s year ended January 1, 2022, and combine the historical results of Regal Rexnord, the Rexnord PMC business and Altra, as applicable. The unaudited pro forma condensed combined statement of income for the year ended January 1, 2022 combines the audited consolidated statement of income of Regal Rexnord for the year ended January 1, 2022, the unaudited condensed combined statement of operations of the Rexnord PMC business for the nine months ended September 30, 2021 and the audited consolidated statement of operations of Altra for the year ended December 31, 2021. The unaudited pro forma condensed combined statement of income for the nine months ended September 30, 2022 combines the unaudited consolidated statement of income of Regal Rexnord for the nine months ended September 30, 2022 with the unaudited consolidated statement of operations of Altra for the nine months ended September 30, 2022. Regal Rxxxxxx’s, Axxxx’s and the Rexnord PMC business’ historical financial statements were prepared in accordance with GAAP and are presented in U.S. dollars. As discussed in Note 2, certain reclassifications were made to align Regal Rxxxxxx’s, the Rexnord PMC business’, and Axxxx’s financial statement presentation. Regal Rexnord is currently in the process of evaluating Altra’s accounting policies. That review will be finalized upon completion of the Merger, or as more information becomes available. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the combined company’s financial information. With the information currently available, Regal Rexnord has determined that no significant adjustments are necessary to conform Axxxx’s financial statements to the accounting policies used by Regal Rexnord. As of January 2, 2022, Regal Rexnord changed the methodology for valuing certain inventories to the first-in, first-out (“FIFO”) cost method from the last-in, first-out (“LIFO”) cost method (the “LIFO to FIFO Change”). The Company believes that this change in accounting is preferable as it provides a better matching of costs and revenues, more closely resembles the physical flow of inventory, better reflects acquisition cost of inventory on the balance sheet, conforms the Company’s method of inventory valuation to a single method, results in improved comparability with industry peers and reduces the administrative burden of determining the LIFO valuation. The effects of the LIFO to FIFO Change have been reflected in the Company’s financial statements for the period ended September 30, 2022. The effects of the LIFO to FIFO Change have not been reflected in the Company’s financial statements and in the unaudited pro forma condensed combined statement of income for the year ended January 1, 2022. The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with Regal Rexnord 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 Regal Rexnord and Altra. 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 the Merger Consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The allocation of the Merger Consideration depends upon certain estimates and assumptions, all of which are preliminary. The allocation of the 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 Merger could differ materially from the preliminary allocation of the Merger Consideration. The final valuation will be based on the actual net tangible and intangible assets of Altra existing at the acquisition date. The allocation of the Merger Consideration set forth herein will be revised as additional information becomes available. Any such revisions or changes may be material. The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dyssynergies, operating efficiencies or cost savings that may result from the Merger or any acquisition and integration costs that may be incurred. Regal Rexnord is not aware of any material transactions between Regal Rexnord, the Rexnord PMC business, and Altra during the periods presented. Accordingly, adjustments to eliminate transactions between Regal Rexnord, the Rexnord PMC business, and Axxxx have not been reflected in the unaudited pro forma condensed combined financial information. Regal Rexnord believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Merger and the Debt Financing and, as applicable, the merger with the Rexnord PMC business, based on information available to Regal Rexnord’s management at this time and that the pro forma transaction accounting adjustments give effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final acquisition accounting may arise, and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and the combined company’s future results of operations and financial position.
Appears in 2 contracts
Samples: Regal Rexnord Corp, Regal Rexnord Corp
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. Note 1 - Basis of Presentation The unaudited accompanying 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”. The unaudited pro forma condensed combined balance sheet as of September 30, 2022 gives effect to the Merger and the Debt Financing as if those transactions had been completed on September 30, 2022 and combines the unaudited condensed consolidated balance sheet of Regal Rexnord as of September 30, 2022 with Altra’s unaudited condensed consolidated balance sheet as of September 30, 2022. The unaudited pro forma condensed combined statements of income for the year ended January 1, 2022 and the nine months ended September 30, 2022 give effect to the Merger, the Debt Financing and the merger with the Rexnord PMC business as if they had occurred on January 3, 2021, the first day of Regal Rexnord’s year ended January 1, 2022, and combine the historical results of Regal Rexnord, the Rexnord PMC business and Altra, as applicable. The unaudited pro forma condensed combined statement of income for the year ended January 1, 2022 combines the audited consolidated statement of income of Regal Rexnord for the year ended January 1, 2022, the unaudited condensed combined statement of operations of the Rexnord PMC business for the nine months ended September 30, 2021 and the audited consolidated statement of operations of Altra for the year ended December 31, 2021. The unaudited pro forma condensed combined statement of income for the nine months ended September 30, 2022 combines the unaudited consolidated statement of income of Regal Rexnord for the nine months ended September 30, 2022 with the unaudited consolidated statement of operations of Altra for the nine months ended September 30, 2022. Regal Rxxxxxx’s, Axxxx’s and the Rexnord PMC business’ historical financial statements were prepared in accordance with GAAP and are presented in U.S. dollars. As discussed in Note 2, certain reclassifications were made to align Regal Rxxxxxx’s, the Rexnord PMC business’, and Axxxx’s financial statement presentation. Regal Rexnord is currently in the process of evaluating Altra’s accounting policies. That review will be finalized upon completion of the Merger, or as more information becomes available. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the combined company’s financial information. With the information currently available, Regal Rexnord has determined that no significant adjustments are necessary to conform Axxxx’s financial statements to the accounting policies used by Regal Rexnord. As of January 2, 2022, Regal Rexnord changed the methodology for valuing certain inventories to the first-in, first-out (“FIFO”) cost method from the last-in, first-out (“LIFO”) cost method (the “LIFO to FIFO Change”). The Company believes that this change in accounting is preferable as it provides a better matching of costs and revenues, more closely resembles the physical flow of inventory, better reflects acquisition cost of inventory on the balance sheet, conforms the Company’s method of inventory valuation to a single method, results in improved comparability with industry peers and reduces the administrative burden of determining the LIFO valuation. The effects of the LIFO to FIFO Change have been reflected in the Company’s financial statements for the period ended September 30, 2022. The effects of the LIFO to FIFO Change have not been reflected in the Company’s financial statements and in the unaudited pro forma condensed combined statement of income for the year ended January 1, 2022. The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with Regal Rexnord 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 Regal Rexnord SM Energy and AltraXCL Resources. Under ASC 805The Company is evaluating the XCL Acquisition to determine whether it is an asset acquisition or a business combination. Therefore, all the pro forma financial information presented herein reflects the estimated allocation of the unadjusted purchase price for the oil and gas assets acquired in the XCL Acquisition as of the May 1, 2024 effective date of the XCL Acquisition. Certain of XCL Resources' historical amounts have been reclassified to conform to the financial statement presentation of SM Energy. Additionally, adjustments have been made to XCL Resources' historical financial information to remove certain assets and liabilities assumed in a business combination are recognized retained by them and measured at their assumed acquisition date fair value, while transaction costs to remove certain historical financial information associated with the business combination are expensed as incurred20 percent undivided interest acquired by NOG in the oil and gas properties of XCL Resources. The excess Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2024, gives effect to the XCL Acquisition, financing related to the XCL Acquisition, and the redemption of the Merger Consideration over the estimated fair value of assets acquired and liabilities assumed2025 Senior Notes as if such activity had been completed on March 31, if any, is allocated to goodwill2024. The allocation Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March 31, 2024, and 2023, the year ended December 31, 2023, and the trailing twelve months ended March 31, 2024, gives effect to the XCL Acquisition, financing related to the XCL Acquisition, and the redemption of the Merger Consideration depends upon certain estimates and assumptions2025 Senior Notes as if such activity had been completed on January 1, all of which are preliminary2023. If the XCL Acquisition had occurred in the past, the Company’s operating results might have been materially different from those presented in the pro forma financial statements. The allocation of the Merger Consideration has been made for the purpose of developing the unaudited pro forma condensed combined financial informationstatements should not be relied upon as an indication of operating results that the Company would have achieved if the XCL Acquisition had taken place on the specified date. The final determination of fair values of assets acquired and liabilities assumed relating to the Merger could differ materially In addition, future results may vary significantly from the preliminary allocation of the Merger Consideration. The final valuation will be based on the actual net tangible and intangible assets of Altra existing at the acquisition date. The allocation of the Merger Consideration set forth herein will be revised as additional information becomes available. Any such revisions or changes may be material. The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dyssynergies, operating efficiencies or cost savings that may result from the Merger or any acquisition and integration costs that may be incurred. Regal Rexnord is not aware of any material transactions between Regal Rexnord, the Rexnord PMC business, and Altra during the periods presented. Accordingly, adjustments to eliminate transactions between Regal Rexnord, the Rexnord PMC business, and Axxxx have not been results reflected in the unaudited pro forma condensed combined financial information. Regal Rexnord believes that its assumptions statements of operations and methodologies provide a reasonable basis for presenting all should not be relied upon as an indication of the significant effects future results the Company will have after the contemplation of the Merger and the Debt Financing and, as applicable, the merger with the Rexnord PMC business, based on information available to Regal Rexnord’s management at this time and that XCL Acquisition by the pro forma transaction accounting financial statements. In management’s opinion, all adjustments give effect that are necessary to those assumptions and are properly applied in fairly present the unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final acquisition accounting may arise, and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and the combined company’s future results of operations and financial positionhave been made.
Appears in 1 contract
Samples: SM Energy Co
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”. The unaudited pro forma condensed combined balance sheet as of September 30, 2022 gives effect to the Merger and the Debt Financing as if those transactions had been completed on September 30, 2022 and combines the unaudited condensed consolidated balance sheet of Regal Rexnord as of September 30, 2022 with Altra’s unaudited condensed consolidated balance sheet as of September 30, 2022. The unaudited pro forma condensed combined statements of income for the year ended January 1, 2022 and the nine months ended September 30, 2022 give effect to the Merger, the Debt Financing and the merger with the Rexnord PMC business as if they had occurred on January 3, 2021, the first day of Regal Rexnord’s year ended January 1, 2022, and combine the historical results of Regal Rexnord, the Rexnord PMC business and Altra, as applicable. ● The unaudited pro forma condensed combined statement of income earnings (loss) for the year ended January 1October 3, 2022 2021 has been prepared as if the Debt Financing and the Merger had occurred on September 28, 2020, the first day of the beginning of Jack in the Box’s fiscal year 2021 and the beginning of Xxxx in the Box’s annual period presented, and combines Jack in the Box’s historical audited consolidated statement of income of Regal Rexnord earnings (loss) for the fiscal year ended January 1October 3, 2022, the 2021 with Del Taco’s historical unaudited condensed combined consolidated statement of operations of the Rexnord PMC business comprehensive income (loss) for the nine months fifty-two weeks ended September 307, 2021 (which is prepared from Del Taco’s Current Report on Form 8-K dated March 8, 2021 and the audited consolidated statement of operations of Altra Quarterly Report on Form 10-Q for the year period ended December 31September 7, 2021). ● The unaudited pro forma condensed combined statement of income earnings (loss) for the nine months sixteen weeks ended September 30January 23, 2022 has been prepared as if the Debt Financing and the Merger had occurred on September 28, 2020 and combines Xxxx in the Box’s historical unaudited condensed consolidated statement of earnings (loss) for the sixteen weeks ended January 23, 2022 with Del Taco’s historical unaudited consolidated statement of comprehensive income of Regal Rexnord (loss) for the nine months sixteen weeks ended December 28, 2021 (which is prepared from Del Taco’s Annual Report on Form 10-K for the year ended December 28, 2021 and Quarterly Report on Form 10-Q for the period ended September 307, 2022 with 2021). Note 2 – Jack in the Box and Del Taco Accounting Policy Alignment and Reclassification Adjustments During the preparation of the unaudited consolidated statement pro forma condensed combined financial information, Xxxx in the Box management performed an analysis of operations of Altra for the nine months ended September 30, 2022. Regal Rxxxxxx’s, Axxxx’s and the Rexnord PMC business’ historical financial statements were prepared in accordance with GAAP and are presented in U.S. dollars. As discussed in Note 2, certain reclassifications were made to align Regal Rxxxxxx’s, the Rexnord PMC business’, and AxxxxDel Taco’s financial statement presentation. Regal Rexnord is currently information to identify differences in accounting policies as compared to those of Xxxx in the process Box and differences in financial statement presentation as compared to the financial statement presentation of evaluating Altra’s accounting policies. That review will be finalized upon completion of Xxxx in the Merger, or as more information becomes available. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the combined company’s financial informationBox. With the information currently available, Regal Rexnord Xxxx in the Box has determined that no significant there are adjustments are necessary to conform AxxxxDel Xxxx’s financial statements to the accounting policies used by Regal RexnordXxxx in the Box. As of January 2Additionally, 2022, Regal Rexnord changed the methodology for valuing certain inventories to the first-in, first-out (“FIFO”) cost method from the last-in, first-out (“LIFO”) cost method (the “LIFO to FIFO Change”). The Company believes that this change in accounting is preferable as it provides a better matching of costs and revenues, more closely resembles the physical flow of inventory, better reflects acquisition cost of inventory on the balance sheet, conforms the Company’s method of inventory valuation to a single method, results in improved comparability with industry peers and reduces the administrative burden of determining the LIFO valuation. The effects of the LIFO to FIFO Change reclassification adjustments have been reflected made to conform Del Taco’s historical financial statement presentation to Xxxx in the CompanyBox’s financial statements for the period ended September 30statement presentation. These reclassifications have no effect on previously reported total assets, 2022. The effects total liabilities, stockholders’ equity or income from operations of the LIFO to FIFO Change have not been reflected Jack in the Company’s financial statements and in the unaudited pro forma condensed combined statement of income for the year ended January 1, 2022. The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with Regal Rexnord 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 Regal Rexnord and Altra. 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 the Merger Consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The allocation of the Merger Consideration depends upon certain estimates and assumptions, all of which are preliminary. The allocation of the 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 Merger could differ materially from the preliminary allocation of the Merger Consideration. The final valuation will be based on the actual net tangible and intangible assets of Altra existing at the acquisition date. The allocation of the Merger Consideration set forth herein will be revised as additional information becomes available. Any such revisions Box or changes may be material. The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dyssynergies, operating efficiencies or cost savings that may result from the Merger or any acquisition and integration costs that may be incurred. Regal Rexnord is not aware of any material transactions between Regal Rexnord, the Rexnord PMC business, and Altra during the periods presented. Accordingly, adjustments to eliminate transactions between Regal Rexnord, the Rexnord PMC business, and Axxxx have not been reflected in the unaudited pro forma condensed combined financial information. Regal Rexnord believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Merger and the Debt Financing and, as applicable, the merger with the Rexnord PMC business, based on information available to Regal Rexnord’s management at this time and that the pro forma transaction accounting adjustments give effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final acquisition accounting may arise, and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and the combined company’s future results of operations and financial positionDel Taco.
Appears in 1 contract
Samples: Jack in the Box Inc