Pro Forma Adjustments and Assumptions. The following describes the pro forma adjustments made to the accompanying unaudited pro forma condensed combined financial statements:
A. Represents elimination of sales and related cost of sales between Inverness and Instant.
B. Reflects the reversal of amortization expense recorded by Instant related to pre-acquisition intangible assets written off in connection with the acquisition of Instant, net of amortization related to estimated intangibles acquired.
C. Reflects the reversal of interest expense incurred by Instant related to pre-acquisition debt which was repaid by Inverness in connection with the acquisition of Instant.
D. Represents the recording of minority interest expense related to the 25% ownership in Instant not acquired by Inverness.
E. Reflects elimination of the historical consumer diagnostic products business as a result of the consummation of our transaction to form a 50/50 joint venture with P&G.
F. Tax effect on the elimination of the historical consumer diagnostic products business as a result of the consummation of our transaction to form a 50/50 joint venture with P&G.
G. Reflects manufacturing revenue and related costs in conjunction with the manufacturing agreement entered into with the joint venture entity.
H. Represents our 50% investment income from the joint venture entity, which is reported as equity earnings of unconsolidated entities, net of taxes.
I. Tax effect on the profit resulting from the formation of the joint venture and related disposition of the consumer diagnostic business.
J. Reflects amortization expense of the estimated value assigned to customer relationships, core technology and trademarks as discussed in Note 1, acquired in connection with the acquisition of Biosite. The estimated fair values of acquired intangible assets in connection with the acquisition of Biosite and their respective useful lives are as follows: Goodwill $ 785,304 Indefinite Customer relationships 348,100 1.5 - 22.5 years Core technology 239,080 5 - 19.5 years Trademarks 78,100 10.5 years Total intangibles $ 1,450,584
K. Represents an adjustment to reverse the effect of a charge recorded for in-process research and development. This charge is directly related to the acquisition and non-recurring.
L. Represents the reversal of $45.2 million of stock compensation and $22.1 million of transaction costs directly related to the Biosite acquisition which were non-recurring charges.
M. Reflects interest expense incurred in connection with t...
Pro Forma Adjustments and Assumptions. (a) Reflects the estimated impact of the pro forma adjustments on deferred tax expense based on our statutory income tax rate of 24.67% for the three and six months ended June 30, 2018.
(b) Reflects the acquisition and conversion of the 47,580,535 TEP common units to 2.0 TGE Class A shares per TEP Public Unit, or 95,161,070 TGE Class A shares, and related reallocation of net income attributable to TGE.
Pro Forma Adjustments and Assumptions. The following describes the pro forma adjustments made to the accompanying unaudited pro forma condensed combined financial statements:
A. Reflects estimated cost increase for products supplied under a contractual supply agreement.
B. Reflects amortization expense of the value assigned to customer relationships, supply agreements and trademarks as discussed in Note 1, which intangible assets Inverness acquired in connection with the acquisition of Innovacon from ACON. The fair values of acquired intangible assets in connection with the acquisition of Innovacon and their respective useful lives are as follows: Goodwill $ 112,116 Indefinite Trademarks 800 10 years Customer relationships 27,700 16.8-17.8 years Supply agreements 3,300 1.8 years Core technology 16,200 7 years Total intangibles $ 160,116
C. Reflects the reversal of legal fees incurred by ACON and Inverness in connection with pre-acquisition intellectual property litigation settled in connection with the acquisition.
D. Represents adjustment to the historical number of basic weighted average Inverness shares outstanding giving effect to the issuance of shares of Inverness common stock as part of the consideration to acquire and finance the Innovacon business, including the ABON facility, as if such transaction occurred on January 1, 2006.
E. Represents elimination of sales and related cost of sales between Innovacon and Instant.
F. Reflects the reversal of amortization expense recorded by Instant related to pre-acquisition intangible assets written off in connection with the acquisition of Instant, net of amortization related to estimated intangibles acquired.
G. Reflects the reversal of interest expense incurred by Instant related to pre-acquisition debt which was repaid by Inverness in connection with the acquisition of Instant.
H. Represents the recording of minority interest expense related to the 25% ownership in Instant not acquired by Inverness.
I. Represents the issuance of common stock by Inverness in connection with the acquisition of Instant.
J. Reflects elimination of the historical consumer diagnostic products business as a result of the consummation of our transaction to form a 50/50 joint venture with P&G.
K. Tax effect on the elimination of the historical consumer diagnostic products business as a result of the consummation of our transaction to form a 50/50 joint venture with P&G.
L. Reflects manufacturing revenue and related costs in conjunction with the manufacturing agreement ...
Pro Forma Adjustments and Assumptions. A. To eliminate revenues, operating expenses, production taxes and natural gas transportation and marketing expenses associated with the Assets.
B. To eliminate accretion expense attributable to asset retirement obligations associated with the Assets.
C. To adjust interest expense to give effect to the repayment of the credit facility.
Pro Forma Adjustments and Assumptions. The financial statements included in this report present a pro forma balance sheet and pro forma results of operations reflecting the pro forma effect of the transactions, discussed in detail above, entered into by the Partnership. The related pro forma adjustments are described below. In the opinion of BSM's management, all adjustments have been made that are necessary to present the pro forma financial statements in accordance with the Securities and Exchange Commission's (the "SEC") Regulation S-X. The unaudited pro forma balance sheet and statements of operations are presented for illustrative purposes only, and do not purport to be indicative of the financial position or results of operations that would actually have occurred if the Noble Acquisition had occurred as of the dates set forth in this unaudited pro forma information. In addition, future results may vary significantly from the results reflected in such statements due to factors described in "Risk Factors" included in BSM's Annual Report on Form 10-K for the year ended December 31, 2016 and elsewhere in BSM's reports and filings with the SEC. The unaudited pro forma balance sheet and statements of operations should be read in conjunction with BSM's historical consolidated financial statements and the notes thereto included in BSM's Annual Reports on Form 10-K for the year ended December 31, 2016 and on BSM's Quarterly Reports on Form 10-Q for the quarters ended September 30, 2017, June 30, 2017 and March 31, 2017. The pro forma statements should also be read in conjunction with the historical statements of revenues and direct operating expenses and the notes thereto of the Noble Assets reflected therein as filed herewith by BSM with the SEC. The unaudited pro forma financial statements reflect the following adjustments:
(a) To record the partial financing of the Noble Acquisition with proceeds from the issuance of the Series B Preferred Units, net of related expenses.
(b) To record the remaining financing of the Noble Acquisition with borrowings under our revolving credit facility.
(c) To record the preliminary purchase accounting assigned to the Noble Assets, subject to change. The fair value of the Noble Assets, funded with approximately $335 million in cash, is described below: Proved $ 73,153 Unproved 261,390 Net assets acquired $ 334,543
(d) To reflect the historical revenues and direct operating expenses related to the Noble Assets, which also reflects a reclass of approximately $2.1 m...
Pro Forma Adjustments and Assumptions. (a) The JW Australia Discontinued Operations column of the unaudited pro forma condensed consolidated balance sheet and the unaudited pro forma condensed consolidated statements of operations, respectively, presents the pro forma adjustments to historical financial results directly attributable to the Disposal Transaction in accordance with ASC 205-20. Transaction costs related to the Disposal Transaction included in selling, general and administrative expenses in the JW Australia Discontinued Operations column of the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2022 and three months ended April 1, 2023 were $1.8 million in both periods.
Pro Forma Adjustments and Assumptions. Following are the pro forma adjustments related to the Transaction and included in the unaudited pro forma condensed balance sheet and/or the unaudited pro forma condensed statements of income.
(a) Represents adjustments to effect the Transaction, and include the historical results of operations and balance sheet amounts of the Target Entities along with the following pro forma adjustments, as applicable.
(b) Reflects the estimated gross proceeds of CDN$4.5 billion less (i) repayment of the CDN$132.6 million outstanding borrowings under KML’s 2018 CDN$500 million revolving working capital credit facility (the ‘‘2018 Credit Facility’’) and (ii) CDN$4.8 million of estimated expenses associated with the Transaction that remain unpaid as of June 30, 2018. The final purchase price is subject to certain customary adjustments at the time of closing.
(c) Reflects repayment of borrowings outstanding under the 2018 Credit Facility using a portion of the gross proceeds from the Transaction and includes borrowings outstanding under the Covered Credit Facility as of June 30, 2018.
(d) Includes estimated increase in current income taxes payable of CDN$325 million and estimated decrease in long-term deferred income tax liabilities of CDN$328 million.
(e) Includes an estimated gain, net of tax, on the Transaction of approximately CDN$1.5 billion as of June 30, 2018. This estimated gain has been allocated between the equity attributable to the Company and the KMI interest based on the respective ownership interests as of June 30, 2018.
(f) Historical KML amounts included intercompany lease revenue and lease expense between TM Pipeline LP and North 40 Terminal, which leases 15 tanks from TM Pipeline LP. This lease will continue after closing, but as a result of the Transaction, the lease expense on the North 40 Terminal will no longer eliminate in consolidation. The North 40 Terminals’ lease expense of CDN$26.6 million, CDN$59.4 million, CDN$56.8 million and CDN$61.6 million for the six months ended June 30, 2018, and each of the years ended December 31, 2017, 2016 and 2015, respectively, is included in the Adjustments ‘‘Operations and maintenance’’ amounts.
(g) Includes imputed interest expense for U.S. dollar denominated debt incurred by KML directly attributable for the Target Entities capital expenditures of CDN$73.5 million, CDN$27.1 million and CDN$23.2 million for the six months ended June 30, 2018, and years ended December 31, 2017 and 2016, respectively. The six mo...
Pro Forma Adjustments and Assumptions. The pro forma adjustments and assumptions reflected in the unaudited pro forma condensed combined statements of operations represent estimated values and amounts based on available information and do not reflect cost savings that management believes could have resulted had the acquisition been completed as of the date indicated above. The following pro forma adjustments are included in our unaudited pro forma condensed combined financial information:
(A) Represents the cash consideration paid at closing to ECP and AIS stockholders.
(B) Represents the preliminary estimated pro forma goodwill for the excess of the estimated purchase price over the fair value of identified net assets acquired as of June 30, 2014.
(C) Represents an acquisition accounting adjustment for the preliminary estimated fair value of acquired IPR&D intangible assets.
(D) Represents the repayment of $6.4 million of bank loans, on behalf of ECP. In accordance with the purchase agreement, the repayment of the bank loans was made directly to the financial institution from the cash purchase price.
(E) Represents an acquisition accounting adjustment for the preliminary estimated net deferred tax liability related to temporary differences for IPR&D, contingent consideration, transaction costs, and net operating losses.
(F) Represents an acquisition accounting adjustment for the preliminary estimated fair value of contingent consideration.
(G) Reflects the elimination of ECP and AIS equity capital and other contra-equity accounts.
(H) Adjustment to eliminate revenues earned by AIS from ECP and expenses paid by ECP to AIS associated with a license agreement between the two parties.
(I) Adjustment to eliminate acquisition-related costs incurred by Abiomed and ECP which are included in the historical financial statements but are not expected to have a continuing impact on the results of the combined entity.
(J) Adjustment to eliminate interest expense incurred by ECP related to bank loans accounted as if the repayment of ECP debt had occurred on April 1, 2013 and was not outstanding during the periods.
(K) Adjustment to eliminate income tax provision of AIS due to the elimination of revenue on the license agreement with ECP.
Pro Forma Adjustments and Assumptions. The unaudited pro forma condensed consolidated financial statements include adjustments required under SEC regulations as follows:
Pro Forma Adjustments and Assumptions. Utilizing the methodology prescribed in ASC 805, the historical unaudited condensed statements of operations of TransEnterix Italia were translated from the Euro to U.S. Dollars using the average exchange rate of 1.329 for the year ended December 31, 2014 and 1.1165 for the six months ended June 30, 2015. The pro forma adjustments and assumptions reflected in the unaudited pro forma condensed combined statements of operations represent estimated values and amounts based on available information and do not reflect cost savings that management believes could have resulted had the acquisition been completed as of the date indicated above. The following pro forma adjustments are included in our unaudited pro forma condensed combined financial information:
(A) Adjustment to record amortization of intellectual property with a useful life of approximately 7 years, amortized using the straight-line method.
(B) Adjustment to record income tax benefit as a result of the tax impact of pro forma adjustments. A tax rate of 27.5% has been utilized which reflects the tax rate in Italy.
