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Unaudited Pro Forma Adjustments Sample Clauses

Unaudited Pro Forma Adjustments. The following is a summary of the unaudited pro forma adjustments reflected in the unaudited pro forma condensed consolidated financial statements based on preliminary estimates, which may change as additional information is obtained. a. Reflects amounts as originally reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022. b. Reflects amounts as originally reported by the Company in its Annual Report on Form 10-K for the year ended December 31, 2021. c. Reflects the elimination of the Enterprise Apps Business assets, liability and historical equity balances including within the Company’s consolidated financial statements. The amount of the actual gain will be calculated based on the net book value of the sold business as of the closing of the Business Combination and therefore could differ from the current estimate. d. Reflects adjustments for remaining cash contribution of $4.0 million to reach $10 million cash contribution in accordance within the Separation and Distribution agreement. e. Reflects adjustment for the stepped-up value of the Company’s investment in Class A and Class B Units of Cardinal Ventures Holdings LLC, which has certain interests in the sponsor of KINS. As such, the Company is entitled to an allocation of financial instruments distributed; assuming all public shareholders redeem as a result of the business combination the Company expects to receive 600,000 Class A shares of KINS and 2,500,000 private warrants. This results in an investment in equity securities of approximately $6.1 million assuming a $10.00 per share prices and an estimated value of the private warrants being determined based on a trading price of $0.036 per share as of October 14, 2022. f. The Company and Subsidiaries historical September 30, 2022 information reflects the adjustment for the reverse stock split of the Company’s authorized and issued and outstanding shares of common stock at a ratio of one (1) share of common stock for every seventy five (75) shares of common stock. The Company effected the reverse stock split on October 7, 2022. g. Reflects adjustment for offering for the sale of an aggregate of 253,112 shares of common stock at an offering price of $5.85 per share, warrants to purchase up to 3,846,153 shares of common stock at an exercise price of $5.85 per share and pre-funded warrants to purchase up to 2,310,990 shares of common stock, at a purchase price equal to the price at which each shar...
Sample 1
Unaudited Pro Forma Adjustments. The pro forma adjustments included in the unaudited pro forma condensed combined balance sheet as of December 31, 2023 and in the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2023 are as follows: (a) Reflects the adjustment for the Company’s Deposit utilized to partially fund the NRO Acquisition. (b) Reflects the adjustment to record the assets acquired and liabilities assumed, on a relative fair value basis, in the NRO Acquisition along with transfer of consideration. (c) Reflects the adjustment to record the Crypto Sale. (d) Reflects the adjustment to depreciation expense required to reflect a decrease in the estimated useful life of acquired cryptocurrency mining assets of approximately one year. (e) Reflects the reclassification of stock based compensation to conform to the Company’s financial statement presentation. (f) Reflects the adjustment to interest expense from the conversion of notes payable and the Original Debentures. (g) Reflect the adjustment for depreciation, depletion and amortization expense associated with the assets acquired in the NRO Acquisition reflecting a decrease in depreciable asset base after the purchase price allocation along with a decrease in the units of production depletion rate. (h) Reflects the adjustments to reflect the NRO Acquisition based on information provided by NRO with respect to assets acquired and removing amounts related to assets not acquired. (i) Reflects the adjustment to recognize interest expense on the deferred cash consideration recognized pursuant to the preliminary purchase price allocation (see Note 4) on an effective interest method. (j) Reflects the adjustment to remove the financial statement effect of amounts related to assets that were not acquired and liabilities that were not assumed in the NRO Acquisition.
Sample 1
Unaudited Pro Forma Adjustments. The pro forma adjustments are preliminary and are subject to change. The unaudited pro forma balance sheet and unaudited pro forma income statements reflect: a. Adjustments to the assets acquired and liabilities assumed in accordance with the preliminary estimated purchase price described in Note 2, including (1) a net adjustment to goodwill of $100.5 million (reflecting a $60.5 million adjustment to eliminate historical goodwill and a $160.9 million adjustment to record goodwill in connection with the acquisition) and (2) identifiable intangible assets of $189.7 million that are expected to be recorded in connection with the acquisition. b. The utilization of $85.6 million of cash to partially fund the acquisition of Enercon and $0.4 million of cash paid in connection with deferred financing costs associated with funding the Transaction. c. The recording of $1.9 million of deferred financing costs in connection with fees incurred to effect the third amendment agreement to the Company’s existing credit facility ($1.0 million recorded as a current asset; $
Sample 1
Unaudited Pro Forma Adjustments. The following notes describe the basis for and/or assumptions regarding the pro forma adjustments included in the Company’s unaudited pro forma statements. All dollar amounts (except share and per share data) presented in the notes to our unaudited consolidated financial statements are stated in thousands of dollars, unless otherwise noted. Amounts may not foot due to rounding. (a) Recording of the disposition of the transformer business. The amounts include the assets and liabilities attributable to the business being sold. (b) Recording of the sale proceeds, net of estimated transaction related expenses. Cash proceeds from sale $ 60,500 Note receivable 7,500 Less: estimated transaction costs 5,000 Net proceeds less transaction costs $ 63,000 (c) Recording of repayment of the revolving credit facilities, short term borrowings and debt. Cash proceeds from sale $ 60,500 Less: estimated transaction costs 5,000 Net Cash proceeds from sale 55,500 Repayment of revolving credit facilities (20,982 ) Repayment of term loan B (3,238 ) Total Cash proceeds less repayment of debt $ 31,280 (d) The table below represents the tax expense and related taxes payable associated with sale of PPSI’s transformer business. Income Tax at statutory rate $ 8,751 Book tax differences (3,291 ) Benefit from net operating loss utilization (828 ) Total Income Tax Payable $ 4,632 We have applied an effective tax rate of 25.2% which represents the consolidated group tax for US tax purposes. The Company estimates the taxable income of $21.7 million with respect to the gain on sale of common stocks of the Disposed Companies to be partially offset by federal net operating losses on hand of approximately $3.3 million as of the transaction date. The Company estimates that after utilizing federal, state and local net operating losses they will incur federal, state and local income taxes of approximately $4.6 million. (e) The estimated gain on the sale of the business if we had completed the sale as of June 30, 2019 is as follows: Net proceeds (Note (b)) $ 63,000 Net assets sold (28,274 ) Pre-tax gain on sale 34,726 Tax expense 4,632 After-tax gain on sale $ 30,094 This estimated gain has not been reflected in the pro forma condensed consolidated statement of operations as it is considered to be nonrecurring in nature and is reflected within equity on the Balance Sheet for the period ended June 30, 2019. No adjustment has been made to the sale proceeds to give effect to any potential post-closin...
Sample 1
Unaudited Pro Forma Adjustments. The pro forma adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2023 and in the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2023 and year ended December 31, 2022 are as follows: (a) Reflects the conversion of the AR Debentures into common shares and payment of accrued interest in cash. (b) Reflects the exercise of Series D B Warrants for $12.0 million and issuance of 2,000,000 shares of Common Stock. (c) Reflects the reclassification of warrant liabilities, Series D Preferred Stock and Series E preferred stock of the Company, par value $0.01 per share, upon the consummation of the Reverse Stock Split. (d) Reflect the adjustments to remove the historical financial results of NRO. (e) Reflects the adjustment for the Company’s Deposit utilized to partially fund the NRO Acquisition. (f) Reflects the adjustment to record the assets acquired and liabilities assumed, on a relative fair value basis, in the NRO Acquisition along with transfer of consideration. (g) Reflects the adjustment to record the Crypto Sale.
Sample 1
Unaudited Pro Forma Adjustments. The pro forma adjustments related to the acquisition of RCI are preliminary and do not reflect the final purchase price or allocation of the excess purchase price over the net book value of the net assets of RCI as the Company has yet to finalize RCI’s valuation of net assets. Final adjustments could result in a materially different purchase price and/or allocations of the purchase price, which would affect the values assigned to tangible or intangible assets and the amount of depreciation and amortization expense recorded in the combined statements of operations. The effect of any changes to the consolidated statements of operations would depend on the final purchase prices and the nature and amount of final purchase price allocations and could be material. The pro forma adjustments included in the unaudited pro forma combined balance sheet as of October 3, 2009 are as follows: (a) Reduction to cash and cash equivalents represents the upfront $92,133 cash purchase price to acquire RCI. (b) Represents a reclassification of $533 from accrued expenses to accounts receivable, net for the reclassification of RCI’s accrued sales returns to conform to the presentation of the Company’s Balance Sheet. (c) Reflects an increase of $2,950 to record RCI’s inventory at its estimated net realizable value. The Company’s pro forma fair value adjustment to inventory is based on RCI’s inventory as of October 31, 2009. The Company believes that the fair value of inventory approximates net realizable value, which is defined as expected sales price less cost to sell plus a reasonable margin for selling effort. In addition, as the Company sells the acquired inventory, its cost of sales will reflect the increased valuation of RCI’s inventory, which will temporarily reduce the Company’s gross margin. (d) Represents the deferred tax effect from the preliminary pro forma adjustment to RCI’s inventory as noted in footnote (c) above, recorded at the Company’s estimated statutory tax rate of 40%. (e) Represents a decrease of $648 to prepaid expenses and other current assets to eliminate RCI’s deferred financing costs related to its line of credit that was terminated at the time of acquisition. (f) Represents the following: • an increase of $179,572 to goodwill related to the Company’s acquisition of RCI. A preliminary calculation of the goodwill resulting from the Company’s acquisition of RCI is shown below. The final allocation of the purchase price may have a material impact on the ...
Sample 1
Unaudited Pro Forma Adjustments. The pro forma adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2024 and in the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2024 and the year ended December 31, 2023 are as follows: (a) Reflects the adjustment to record the assets acquired and liabilities assumed, on a relative fair value basis, in the NRO Acquisition along with transfer of consideration (see Note 5 – Preliminary Purchase Price). (b) Reflects the adjustment to record the Crypto Sale (see Note 3 – Cryptocurrency Asset Sale). (c) Reflects the adjustment to depreciation expense required to reflect a decrease in the estimated useful life of acquired cryptocurrency mining assets of approximately one year (see Note 2 – Creek Road Miners, Inc. As Adjusted Historical Financial Statement Information). (d) Reflects the reclassification of stock based compensation to conform to the Company’s financial statement presentation (see Note 2 – Creek Road Miners, Inc. As Adjusted Historical Financial Statement Information). (e) Reflects the adjustment to interest expense from the conversion of notes payable and the Original Debentures. (f) Reflects the adjustment for depreciation, depletion and amortization expense associated with the assets acquired in the NRO Acquisition reflecting a decrease in depreciable asset base after the purchase price allocation along with a decrease in the units of production depletion rate primarily due to the depletion of the $64.8 million acquisition costs over total proved reserves.
Sample 1

Related to Unaudited Pro Forma Adjustments

  • Pro Forma Adjustments In connection with an acquisition of a Project, a Property, or a portfolio of Projects or Properties, by any of the Consolidated Businesses or any Minority Holding (whether such acquisition is direct or through the acquisition of a Person which owns such Property), the financial covenants contained in this Agreement shall be calculated as follows on a pro forma basis (with respect to the pro rata share of the Borrower in the case of an acquisition by a Minority Holding), which pro forma calculation shall be effective until the last day of the sixth fiscal quarter following such acquisition (or such earlier test period, as applicable), at which time actual performance shall be utilized for such calculations.

  • Pro Forma Financial Statements Agent shall have received a copy of the Pro Forma Financial Statements which shall be satisfactory in all respects to Lenders;

  • Pro Forma Calculations Notwithstanding anything to the contrary herein (subject to Section 1.02(i)), the Consolidated Cash Interest Expense, Consolidated Interest Expense, the Consolidated First Lien Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, the Fixed Charge Coverage Ratio, Consolidated EBITDA, Consolidated Net Income, Four Quarter Consolidated EBITDA, Consolidated Total Assets and Consolidated Net Tangible Assets shall be calculated (including, in each case, for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period (including, with respect to any proposed Investment or acquisition pursuant to Rule 2.7 of The City Code on Takeovers and Mergers (or a similar arrangement) for which committed financing is obtained or is sought to be obtained, the relevant determination or calculation may be made with respect to an event occurring or intended to occur subsequent to such four-quarter period); provided that notwithstanding the foregoing, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect.

  • Pro Forma Balance Sheet The Administrative Agent shall have received the Pro Forma Balance Sheet in form and substance satisfactory to the Administrative Agent and the Required Lenders;

  • Pro Forma Balance Sheet; Financial Statements The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of the Borrower and its Subsidiaries for the most recently ended fiscal year and (iii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

  • Accounting Terms; GAAP; Pro Forma Calculations Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company, the Borrower or any Subsidiary at “fair value”, as defined therein. If one or more of the Borrower, its Subsidiaries or any Investment Affiliate (i) acquires (including, without limitation, by merger or consolidation or another combination with any Person) any Real Estate Asset having a fair market value in excess of $25,000,000 or (ii) sells, transfers or disposes of any Real Estate Asset having a fair market value equal or greater than $25,000,000 (including as a result of the sale of the Equity Interests of any such Person or a division or line of business of such Person), then for purposes of calculating compliance with the covenants contained in Section 6.12, and otherwise for purposes of calculating or determining the Leverage Ratio, Secured Indebtedness, Total Asset Value, Recourse Secured Indebtedness, Consolidated Fixed Charges, Consolidated Tangible Net Worth, Unencumbered Adjusted Net Operating Income, Unsecured Interest Expense, Unencumbered Properties and Unencumbered Asset Value, such calculations and determinations shall be made on a Pro Forma Basis.

  • Pro Forma Basis Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Ratio and the Consolidated Interest Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.3. (a) In the event that the Borrower or any of its Subsidiaries incurs, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) subsequent to the end of the Test Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Interest Coverage Ratio (or similar ratio), as if the same had occurred on the first day of the applicable Test Period). (b) For purposes of calculating any financial ratio or test, Specified Transactions that have been made by the Borrower or any of its Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which such calculation is being made shall be given pro forma effect assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.3, then any applicable financial ratio or test shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (c) Whenever pro forma effect is to be given to a Specified Transaction or the Transactions, the pro forma calculations shall be made in good faith by a Responsible Officer (including the “run-rate” cost savings and synergies resulting from such Specified Transactions that have been or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that with respect to the Transactions or to any Specified Transaction, such cost savings or synergies for any period shall not exceed 10% of Consolidated EBITDA (after giving effect to such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such period); provided that (i) such amounts are projected by the Borrower in good faith to result from actions taken within 12 months after the end of such Test Period in which such Specified Transaction occurred (or, in the case of the Transactions, the 12 months after the Closing Date) and (ii) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test Period. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate. (e) Notwithstanding the foregoing, when calculating the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

  • Pro Forma Treatment Each Disposition of all or substantially all of a line of business, and each Acquisition, by the Borrower and its Subsidiaries that is consummated during any Measurement Period shall, for purposes of determining compliance with the financial covenants set forth in Section 7.11 and for purposes of determining the Applicable Rate, be given Pro Forma Effect as of the first day of such Measurement Period.

Most Referenced Clauses

Most Referenced Definitions