PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. BASIS OF PRESENTATION
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. Basis of Presentation
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. In order to conform with the Company’s accounting policies, the accompanying pro forma balance sheet reflects the pro forma adjustment discussed in Note 2(G) for the adoption by Mxxxxxx of ASU No. 2016-02, Leases, which requires that assets and liabilities be recognized on the balance sheet for the rights and obligations created by those leases. While Mxxxxxx had not adopted this ASU for the periods covered in the accompanying unaudited pro forma condensed combined statements of operations, the Company determined that the differences for this policy were not material. At this time, the Company is not aware of any significant differences between the accounting policies of the two companies that would have a material impact on the combined company’s financial statements. As the Company completes its review of Mxxxxxx’s accounting policies, it is possible that policy differences may be identified that, when conformed, could have a material impact on the combined company’s financial statements. The historical consolidated financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to events that are: (i) directly attributable to the Merger; (ii) factually supportable; and (iii) with respect to the statement of operations, expected to have a continuing impact on the combined results of operations. The unaudited pro forma condensed combined financial information does not reflect the impact of possible revenue enhancements or cost savings initiatives.
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. Accordingly, a pro forma adjustment is computed as of September 30, 2018 to give effect to the $5.0 million of distributions and the liabilities to the former Morinda stockholders, including the liability for EWC that was computed based on the current assets and liabilities of Morinda as of September 30, 2018. Presented below are the contractual amounts payable, along with the net carrying value and balance sheet classification as a result of this pro forma adjustment (in thousands): Total Discount (4) Net Cash Current Long-term Earnings Pre-closing distribution $(5,000)(1) $- $- $(5,000) EWC payable in: April 2019 $1,000(2) $(16) $984 - 984 - (984) July 2019 8,000(2) (283) 7,717 - 7,717 - (7,717) Total current portion 9,000 (299) 8,701 - 8,701 - (8,701) EWC payable in July 2020 6,428(2) (566) 5,862 - - 5,862 (5,862) Contingent on financing event 25,000(3) (644) 24,356 - - 24,356 (24,356) Total long-term portion 31,428 (1,210) 30,218 - - 30,218 (30,218) Total $40,428 $(1,509) $38,919 $(5,000) $8,701 $30,218 $(43,919) ________________
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. As shown in the table above, liabilities for EWC as of September 30, 2018 amount to an aggregate of approximately $15.4 million, which was computed as follows (in thousands): Total current assets $79,193 Give effect to distributions discussed above (5,000) Less total current liabilities (35,040) Current maturities of long-term debt excluded from EWC definition in Merger Agreement 1,275 Adjusted Working Capital 40,428 Threshold (25,000) EWC $15,428
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. The following table summarizes the total consideration transferred in the Merger, along with the Company’s fair value adjustments to arrive at the preliminary estimate of the fair value of the assets acquired and liabilities assumed (in thousands): Pro forma book value of net assets acquired $39,128(1) Acquisition accounting fair value of asset adjustments: Inventories 2,169(2)(8) Identifiable intangible assets 42,106(3)(8) Property and equipment: Land $7,692(4)(8) Buildings and improvements 2,662(4)(8) Machinery and equipment 2,786(3)(8) Other 575(3)(8) Total property and equipment 13,715 Lease right to use asset 14,444(5) Fair value of identifiable assets acquired 111,562 Liabilities assumed: Lease right to use liabilities Current portion (4,178)(5) Long-term portion (10,266)(5) Increase in deferred income tax liabilities (9,400)(6) Fair value of net identifiable assets acquired 87,718 Increase in goodwill due to Morinda business combination 11,386(7) Total consideration $99,104 ________________
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. For purposes of the unaudited pro forma condensed combined financial information, the fair value of Morinda’s identifiable intangible assets and the weighted average useful lives have been preliminarily estimated as follows (dollars in thousands): Direct selling license in China $18,600 15 IPC distributor sales force 9,460 10 Proprietary manufacturing processes 7,490 15 Trade name 6,370 15 Former Morinda shareholder non-complete agreements 186 3 Total identifiable intangible assets $42,106 Fair value measurement methodologies used to calculate the value of any asset can be broadly classified into one of three approaches, referred to as the cost, market and income approaches. In any fair value measurement analysis, all three approaches must be considered, and the approach or approaches deemed most relevant will then be selected for use in the fair value measurement of that asset. The fair value of identifiable intangible assets was determined primarily using variations of the “income approach,” which is based on the present value of the future after-tax cash flows attributable to each identifiable intangible asset. The fair value of inventories was determined using both the “cost approach” and the “market approach”. The fair value of real estate was determined primarily using the “income approach”. Some of the more significant assumptions inherent in the development of intangible asset values, from the perspective of a market participant, include, but are not limited to (i) the amount and timing of projected future cash flows (including revenue and profitability), (ii) the discount rate selected to measure the risks inherent in the future cash flows, (iii) the assessment of the asset’s life cycle, and (iv) the competitive trends impacting the asset. These preliminary estimates of fair value and estimated useful lives may be different from the amounts included in the final acquisition accounting, and the difference could have a material impact on the accompanying unaudited pro forma condensed combined financial statements. Once sufficient information has been gathered about Morinda’s identifiable intangible assets, additional insight may be gained that could impact the estimated total value assigned to identifiable intangible assets, and the estimated weighted average useful life of each category of intangible assets.
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. The unaudited pro forma condensed consolidated financial information set forth below was provided to potential investors by Products Corporation in connection with the Acquisition. The following unaudited pro forma condensed combined balance sheet combines our unaudited historical consolidated balance sheet as of March 31, 2016 with the unaudited historical consolidated balance sheet of Xxxxxxxxx Xxxxx as of March 31, 2016, giving effect to the Transactions (as defined below) on a pro forma basis as if they had been completed on March 31, 2016. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2016 and 2015, and the fiscal year ended December 31, 2015 combines our unaudited historical consolidated statements of operations for the periods then ended with the unaudited historical consolidated statements of operations of Xxxxxxxxx Xxxxx for the three months ended March 31, 2016 and 2015 and the calculated fiscal year ended December 31, 2015 (as discussed below), and gives effect to the Transactions on a pro forma basis as if they had been completed on January 1, 2015. The unaudited pro forma condensed combined financial statements show the impact of the Transactions on our and Xxxxxxxxx Xxxxx’x respective historical consolidated financial positions and results of operations under the acquisition method of accounting, in accordance with ASC Topic 805, “Business Combinations,” with Products Corporation treated as the acquiror of Xxxxxxxxx Xxxxx. The unaudited pro forma condensed combined financial statements reflect certain adjustments to Xxxxxxxxx Xxxxx’x historical consolidated financial statements to align those financials with our U.S. GAAP accounting policies. These adjustments reflect our best estimates based upon the information currently available to us. Additionally, certain items have been reclassified from Xxxxxxxxx Xxxxx’x historical unaudited consolidated financial statements to align the presentation of those financial statements with our financial statement presentation. These reclassifications were determined based upon the information currently available to us, and additional reclassifications may be necessary once the acquisition accounting is completed and additional information becomes available to us. The Transactions will be accounted for under the acquisition method of accounting, whereby the assets acquired and liabilities assumed will be measured at their respective fair values as o...
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. The following tables present summary historical financial information for NTN and Brooklyn, summary unaudited pro forma condensed financial information for NTN and Brooklyn, and comparative historical and unaudited pro forma per share data for NTN and Brooklyn.
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. The following summary unaudited pro forma condensed combined financial statements combine the separate historical financial information of Third Point Re and Sirius after giving effect to the merger and the pro forma effects of certain assumptions and adjustments described in “Notes to the Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 308. The summary unaudited pro forma condensed combined financial statements give effect to the merger as if it had been completed as of June 30, 2020 for purposes of the unaudited pro forma consolidated balance sheet and as of January 1, 2019 for the purposes of the unaudited pro forma consolidated statements of income. The following summary unaudited pro forma condensed combined financial information have been prepared for illustrative purposes only and are not necessarily indicative of what the combined company’s condensed consolidated financial position or results of operations actually would have been had the merger been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information do not purport to project the future financial position or operating results of the combined company. The unaudited pro forma condensed combined financial information do not include
