PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. Note 1 - Basis of Presentation The unaudited pro forma condensed combined balance sheet gives effect to the Acquisition and Financing Transactions as if they had been consummated on June 30, 2023 and includes estimated transaction accounting adjustments for the preliminary valuations of assets acquired and liabilities assumed. These adjustments are subject to further revision as additional information becomes available and additional analyses are performed. The unaudited pro forma condensed combined statements of operations give effect to the Acquisition and Financing Transactions as if they had been consummated on January 1, 2022, the beginning of the earliest period presented. The Acquisition has been accounted for using the acquisition method of accounting pursuant to the provisions of Accounting Standards Codification Topic 805, Business Combinations. Accordingly, consideration given by Xxxxxx + Lomb to complete the Acquisition has been allocated to the assets and liabilities of the Acquired Assets based upon their estimated fair values as of the date of the Acquisition. As of the date hereof, the valuation of the assets acquired and liabilities assumed, as part of the Acquisition, has not yet been finalized. The fair value estimates for the assets acquired and liabilities assumed are based upon preliminary valuations. The Company will finalize these amounts no later than one year from the acquisition date. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined financial information. Increases or decreases in the fair value of relevant balance sheet amounts will result in adjustments to the balance sheet and/or statements of operations until the allocation of acquisition consideration is finalized. There can be no assurance that such finalization will not result in material changes. The Company’s financial statements have been prepared in accordance with US Generally Accepted Accounting Principles (“US GAAP”) and the financial statements of the Acquired Assets have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, including interpretations issued by the IFRS Interpretations Committee. The Company performed an IFRS to US GAAP assessment and noted no material differences for the purposes of pro forma financial information. The estimated income tax impacts of the pre-tax adjustments tha...
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. Introduction The following unaudited pro forma condensed combined financial statements of Trine present the combination of the financial information of Trine and Desktop Metal, adjusted to give effect to the Business Combination and consummation of the transactions contemplated by the Subscription Agreements (collectively, the ‘‘Transactions’’). The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. Trine is a blank check company incorporated in Delaware on September 26, 2018. Trine was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses. At June 30, 2020, there was $305.4 million held in the trust account. Desktop Metal, Inc was incorporated in the state of Delaware on August 25, 2015. Desktop Metal is pioneering a new generation of additive manufacturing technologies focused on the production of end-use parts. It offers a portfolio of integrated additive manufacturing solutions for engineers, designers, and manufacturers comprised of hardware, software, materials and services. Desktop Metal is headquartered in Burlington, Massachusetts. The following unaudited pro forma condensed combined balance sheet as of June 30, 2020 assumes that the Transactions occurred on June 30, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 and for the six months ended June 30, 2020 present pro forma effect to the Transactions as if they had been completed on January 1, 2019. The unaudited pro forma combined financial statements do not necessarily reflect what Trine’s financial condition or results of operations would have been had the Transactions occurred on the dates indicated. The unaudited pro forma combined financial information also may not be useful in predicting the future financial condition and results of operations of Trine. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. 1. BASIS OF PRESENTATION The unaudited pro forma condensed combined financial information was prepared in accordance with SEC Regulation S-X Article 11 and is based on the historical financial statements of Shift and CarLotz, adjusted using the acquisition method of accounting. Shift is not currently aware of any significant accounting policy differences between Shift and CarLotz, but as further information becomes available, such policy differences may be identified and could result in significant differences from the unaudited pro forma condensed combined financial information. The acquisition method of accounting requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. Financial statements of the Combined Company issued after completion of the Merger will reflect such fair values, measured as of the Closing Date, which may be materially different than the estimated fair values included in the unaudited pro forma condensed combined financial information. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers unrelated to Shift in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result, Shift may be required to record assets which are not intended to be used or sold and/or to value assets at fair value measures that do not reflect Shift’s intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. Acquisition-related transaction costs (such as advisory, legal, valuation, other professional fees) are not included as a component of the Merger Consideration transferred. Such costs are expensed as a transaction accounting adjustment to the unaudited pro forma condensed combined statements of operations. Shift and CarLotz expect to incur total acquisition-related transaction costs of approximately $16.1 million, of which $8.3 million were incurred through September 30,...
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): Balance Sheet Liability Carrying Value Liabilities Retained 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): Estimated Estimated Useful Life Fair Value (Years) 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. Loss on disposal of assets and adjustments to assets held for sale, net 802 (802) (i) - Other expense (income), net: Interest expense Interest expense, net 811 5 816 Transaction-related costs 2,071 (2,071) (j) - Other income (749) 749 (k) - (a) Reclassification of $0.4 million of Franchise sublease and other income to Other operating expenses (income), net.
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. NOTE 1: Description of the Transaction and Consideration On September 4, 2017, UTC and Xxxxxxxx Xxxxxxx announced that they had entered into the Merger Agreement, under which UTC agreed to acquire Xxxxxxxx Xxxxxxx. The Merger was completed on November 26, 2018. In order to satisfy regulatory requirements, UTC is required to divest certain Rockwell Xxxxxxx’ businesses, which have been adjusted to give effect to the divestitures in the unaudited pro forma condensed combined financial information as if the divestiture had occurred on January 1, 2017. As a result of the Merger, each share of common stock, par value $0.01 per share, of Rockwell Xxxxxxx issued and outstanding immediately prior to the effective time of the Merger (other than shares held by Xxxxxxxx Xxxxxxx, the Company, Merger Sub or any of their respective wholly owned subsidiaries) was converted into the right to receive (1) $93.33 in cash, without interest, and (2) 0.37525 of a share of Company common stock, par value $1.00 per share, and cash in lieu of fractional shares (together, the “Merger Consideration”), less any applicable withholding taxes. The total aggregate consideration payable in the Merger was approximately $15.5 billion in cash and approximately 62.4 million shares of Company common stock. In addition, approximately $8 billion of Rockwell Xxxxxxx debt remained outstanding following the Merger.
