Basis of Presentation. The accompanying pro forma financial information gives effect to the proposed acquisition by Hydro One of Avista. The accompanying pro forma financial information has been prepared by management of Hydro One and is derived from the unaudited and audited consolidated financial statements of Hydro One as at and for the three months ended March 31, 2018 and for the year ended December 31, 2017, respectively, and the unaudited and audited consolidated financial statements of Avista as at and for the three months ended March 31, 2018 and for the year ended December 31, 2017, respectively. The accompanying pro forma financial information uses accounting policies that are consistent with those disclosed in Hydro One’s and Avista’s audited consolidated financial statements as at and for the year ended December 31, 2017 and unaudited consolidated financial statements as at and for the three months ended March 31, 2018 and were prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The accompanying unaudited pro forma consolidated balance sheet and unaudited pro forma consolidated statements of operations reflect the Merger as if it had closed on March 31, 2018 and January 1, 2017, respectively. The accompanying unaudited pro forma consolidated financial statements may not be indicative of the results that would have been achieved if the transactions reflected therein had been completed on the dates indicated or the results which may be obtained in the future. For instance, the actual purchase price allocation will reflect the fair values, at the purchase date, of the assets acquired and liabilities assumed based upon Hydro One’s evaluation of such assets and liabilities following the closing of the Merger and, accordingly, the final purchase price allocation may differ materially from the preliminary allocation reflected herein. The accompanying pro forma financial information should be read in conjunction with the description of the Merger and the proposed financing thereof contained in documents filed by Hydro One with the securities regulatory authorities in Canada; the most recent audited and unaudited consolidated financial statements of Avista, including the notes thereto; and the most recent audited and unaudited consolidated financial statements of Hydro One, including the notes thereto, all of which have been filed by Hydro One with the securities regulatory authorities in Canada. Certain amounts in the historical financial statements of Avista have been reclassified in the unaudited pro forma balance sheet and statements of operations to reflect the presentation classifications in Hydro One’s consolidated financial statements. In addition the historical financial statements of Avista have been translated from U.S. dollars to Canadian dollars to conform to the presentation currency of Hydro One. Management believes the underlying assumptions used for the preparation of the pro forma financial information provide a reasonable basis for presenting the significant financial effect directly attributable to the Merger. The pro forma adjustments used to prepare the pro forma financial information are tentative and are based on currently available financial information and certain estimates and assumptions. The actual adjustments to the consolidated financial statements will depend on a number of factors. Therefore, it is expected that the actual adjustments will differ from the pro forma adjustments used to prepare the pro forma financial information, and the differences may be material. The pro forma financial information presents the combined effect on the historical statements and provides the following resulting information: Unaudited consolidated balance sheet As of March 31, 2018 Unaudited pro forma condensed consolidated balance sheet, referred to as the unaudited pro forma balance sheet Audited consolidated statement of operations for the year ended December 31, 2017 and unaudited consolidated interim statement of operations for the three months ended March 31, 2018 For the year ended December 31, 2017; and for the three months ended March 31, 2018 Unaudited pro forma condensed consolidated statement of operations, referred to as the unaudited pro forma statements of operations Fair value adjustments to net assets acquired at March 31, 2018 have been applied to the assumed Merger date of January 1, 2017 for purposes of the unaudited pro forma statements of operations (see note 3) Amounts in the notes to the unaudited pro forma consolidated financial statements are stated in Canadian dollars, unless otherwise indicated. The accompanying pro forma financial information may not be indicative of the results that would have been achieved if the transactions reflected herein had been completed on the dates indicated or the results which may be obtained in the future.
Appears in 1 contract
Sources: Merger Agreement (Hydro One LTD)
Basis of Presentation. The accompanying pro forma financial information gives Pro Forma Financial Statements give effect to the proposed acquisition by Hydro One ▇▇▇▇▇▇ Mining Inc. (the “Company” or “▇▇▇▇▇▇”) of Avista. The accompanying pro forma financial information has been prepared by management of Hydro One and is derived from the unaudited and audited consolidated financial statements of Hydro One Black Fox Complex as at and for described in the three months ended March 31, 2018 and for the year ended December 31Form 8-K dated October 6, 2017, respectively, and the unaudited and audited consolidated financial statements of Avista as at and for the three months ended March 31, 2018 and for the year ended December 31, 2017, respectively. The accompanying pro forma financial information uses accounting policies that are consistent with those disclosed in Hydro One’s and Avista’s audited consolidated financial statements as at and for the year ended December 31, 2017 and unaudited consolidated financial statements as at and for the three months ended March 31, 2018 and were prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The accompanying unaudited pro forma consolidated balance sheet and unaudited pro forma consolidated statements of operations reflect the Merger as if it had closed on March 31, 2018 and January 1, 2017, respectively. The accompanying unaudited pro forma consolidated financial statements may not be indicative have been prepared by management of the results that would Company and are derived from the unaudited interim and audited consolidated financial statements of the Company as at and for the nine months ended September 30, 2017 and for the year ended December 31, 2016, respectively, and the unaudited and audited carve-out financial statements of the Black Fox Complex as at and for the nine months ended September 30, 2017 and for the year ended December 31, 2016, respectively. The historical consolidated financial statements have been achieved if adjusted in the transactions reflected therein had been completed pro forma consolidated financial statements to give effect to pro forma events that are (1) directly attributable to the business combination, (2) factually supportable and (3) with respect to the pro forma combined statements of operations, expected to have a continuing impact on the dates indicated or combined results following the results which business combination. The accounting policies used in the preparation of these pro forma consolidated financial statements are those set out in the Company’s audited consolidated financial statements for the year ended December 31, 2016. The Black Fox Complex prepares its financial statements under IFRS, as outlined in the latest audited carve-out financial statements. As a result, in the preparation of the pro forma consolidated financial statements, several adjustments were made to the Black Fox Complex carve-out financial statements to conform to United States Generally Accepted Accounting Principles (U.S. GAAP). Further accounting policy differences may be obtained identified after consummation and integration of the proposed acquisition. The purchase of the Black Fox Complex was treated as a business combination and was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. As the future. For instanceacquiror for accounting purposes, the actual purchase price allocation will reflect Company has estimated the fair values, at the purchase date, value of the assets acquired and liabilities assumed based upon Hydro One’s evaluation of such assets and liabilities following conformed the closing accounting policies of the Merger and, accordingly, Black Fox Complex to its own accounting policies. The pro forma consolidated financial statements do not necessarily reflect what the final purchase price allocation consolidated companies’ financial condition or results of operations would have been had the acquisition occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the combined companies. The actual financial position and results of operations may differ materially significantly from the preliminary allocation pro forma amounts reflected hereinherein due to a variety of factors. The accompanying consolidated pro forma financial information should be read in conjunction with does not reflect the description realization of any expected cost savings or other synergies from the acquisition of the Merger Black Fox Complex as a result of restructuring activities and other planned cost savings initiatives following the proposed financing thereof contained in documents filed by Hydro One with completion of the securities regulatory authorities in Canada; the most recent audited business combination. ▇▇▇▇▇▇ MINING INC. NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS As at and unaudited consolidated financial statements of Avista, including the notes thereto; and the most recent audited and unaudited consolidated financial statements of Hydro One, including the notes thereto, all of which have been filed by Hydro One with the securities regulatory authorities in Canada. Certain amounts in the historical financial statements of Avista have been reclassified in the unaudited pro forma balance sheet and statements of operations to reflect the presentation classifications in Hydro One’s consolidated financial statements. In addition the historical financial statements of Avista have been translated from U.S. dollars to Canadian dollars to conform to the presentation currency of Hydro One. Management believes the underlying assumptions used for the preparation of the pro forma financial information provide a reasonable basis for presenting the significant financial effect directly attributable to the Merger. The pro forma adjustments used to prepare the pro forma financial information are tentative nine months ended September 30, 2017 and are based on currently available financial information and certain estimates and assumptions. The actual adjustments to the consolidated financial statements will depend on a number of factors. Therefore, it is expected that the actual adjustments will differ from the pro forma adjustments used to prepare the pro forma financial information, and the differences may be material. The pro forma financial information presents the combined effect on the historical statements and provides the following resulting information: Unaudited consolidated balance sheet As of March 31, 2018 Unaudited pro forma condensed consolidated balance sheet, referred to as the unaudited pro forma balance sheet Audited consolidated statement of operations for the year ended December 31, 2017 and unaudited consolidated interim statement 2016 (tabular amounts are in thousands of operations for the three months ended March 31, 2018 For the year ended December 31, 2017; and for the three months ended March 31, 2018 Unaudited pro forma condensed consolidated statement of operations, referred to as the unaudited pro forma statements of operations Fair value adjustments to net assets acquired at March 31, 2018 have been applied to the assumed Merger date of January 1, 2017 for purposes of the unaudited pro forma statements of operations (see note 3) Amounts in the notes to the unaudited pro forma consolidated financial statements are stated in Canadian U.S. dollars, unless otherwise indicated. The accompanying pro forma financial information may not be indicative of the results that would have been achieved if the transactions reflected herein had been completed on the dates indicated or the results which may be obtained in the future.stated)
Appears in 1 contract
Basis of Presentation. The accompanying unaudited pro forma condensed combined financial information gives effect to statements were prepared using the proposed acquisition by Hydro One of Avista. The accompanying pro forma financial information has been prepared by management of Hydro One and is derived from the unaudited and audited consolidated historical financial statements of Hydro One as at Akebia and for the three months ended March 31Keryx, 2018 and for the year ended December 31, 2017, respectively, and the unaudited and audited consolidated financial statements of Avista as at and for the three months ended March 31, 2018 and for the year ended December 31, 2017, respectively. The accompanying pro forma financial information uses accounting policies that which are consistent with those disclosed in Hydro One’s and Avista’s audited consolidated financial statements as at and for the year ended December 31, 2017 and unaudited consolidated financial statements as at and for the three months ended March 31, 2018 and were prepared in accordance with accounting principles generally accepted in GAAP, and include pro forma adjustments to present the United States (“US GAAP”)pro forma financial position and results of operations of the combined company pursuant to the rules and regulations of Article 11 of Regulation S-X of the SEC. The accompanying historical financial statements of Akebia and ▇▇▇▇▇ have only been adjusted to show pro forma effects that are (i) directly attributable to the Merger, (ii) factually supportable, and (iii) with respect to the unaudited pro forma consolidated balance sheet and condensed combined statements of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined balance sheet as of June 30, 2018 was prepared using the historical unaudited condensed consolidated statements balance sheets of operations reflect Akebia and ▇▇▇▇▇ as of June 30, 2018 and gives effect to the Merger as if it had closed occurred on March 31June 30, 2018 and January 1, 2017, respectively2018. The accompanying unaudited pro forma consolidated financial condensed combined statements may not be indicative of the results that would have been achieved if the transactions reflected therein had been completed on the dates indicated or the results which may be obtained in the future. For instance, the actual purchase price allocation will reflect the fair values, at the purchase date, of the assets acquired and liabilities assumed based upon Hydro One’s evaluation of such assets and liabilities following the closing of the Merger and, accordingly, the final purchase price allocation may differ materially from the preliminary allocation reflected herein. The accompanying pro forma financial information should be read in conjunction with the description of the Merger and the proposed financing thereof contained in documents filed by Hydro One with the securities regulatory authorities in Canada; the most recent audited and unaudited consolidated financial statements of Avista, including the notes thereto; and the most recent audited and unaudited consolidated financial statements of Hydro One, including the notes thereto, all of which have been filed by Hydro One with the securities regulatory authorities in Canada. Certain amounts in the historical financial statements of Avista have been reclassified in the unaudited pro forma balance sheet and statements of operations to reflect the presentation classifications in Hydro One’s consolidated financial statements. In addition the historical financial statements of Avista have been translated from U.S. dollars to Canadian dollars to conform to the presentation currency of Hydro One. Management believes the underlying assumptions used for the preparation of the pro forma financial information provide a reasonable basis for presenting the significant financial effect directly attributable to the Merger. The pro forma adjustments used to prepare the pro forma financial information are tentative and are based on currently available financial information and certain estimates and assumptions. The actual adjustments to the consolidated financial statements will depend on a number of factors. Therefore, it is expected that the actual adjustments will differ from the pro forma adjustments used to prepare the pro forma financial information, and the differences may be material. The pro forma financial information presents the combined effect on the historical statements and provides the following resulting information: Unaudited consolidated balance sheet As of March 31, 2018 Unaudited pro forma condensed consolidated balance sheet, referred to as the unaudited pro forma balance sheet Audited consolidated statement of operations for the year ended December 31, 2017 and unaudited consolidated interim statement of operations for the three six months ended March 31June 30, 2018 For give effect to the Merger as if it occurred on January 1, 2017 and were prepared using: • the historical audited consolidated financial statements of Akebia as of and for the year ended December 31, 2017; • the historical audited consolidated financial statements of ▇▇▇▇▇ as of and for the three year ended December 31, 2017; • the historical unaudited condensed consolidated financial statements of Akebia as of and for the six months ended March 31June 30, 2018 Unaudited 2018; and • the historical unaudited condensed consolidated financial statements of ▇▇▇▇▇ as of and for the six months ended June 30, 2018. The unaudited pro forma condensed consolidated statement combined financial statements do not include the impacts of operationsany revenue, referred cost or other operating synergies that may result from the Merger or the impact of any non-recurring activity and one-time transaction-related costs. Akebia and ▇▇▇▇▇ have just recently begun collecting information in order to as formulate detailed integration plans to deliver planned synergies. However, during the preparation of the accompanying unaudited pro forma condensed combined financial statements, the status of the integration plans was too uncertain to include any financial impact in the unaudited pro forma statements of operations Fair value adjustments to net assets acquired at March 31, 2018 have been applied to the assumed Merger date of January 1, 2017 for purposes of the unaudited pro forma statements of operations (see note 3) Amounts in the notes to the unaudited pro forma consolidated combined financial statements are stated in Canadian dollars, unless otherwise indicated. The accompanying pro forma financial information may not be indicative of the results that would have been achieved if the transactions reflected herein had been completed on the dates indicated or the results which may be obtained in the futureinformation.
Appears in 1 contract
Basis of Presentation. The accompanying unaudited pro forma financial information is based on the historical consolidated financial statements of MCBC and MillerCoors, both prepared in accordance with U.S. GAAP, and reflects the pending Acquisition and the anticipated financing for the pending Acquisition. The pro forma information is presented for illustrative purposes only and does not necessarily reflect the results of operations or the financial position of MCBC that actually would have resulted had the pending Acquisition occurred at the dates indicated, or project the results of operations or the financial position of MCBC for any future dates or periods. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2015, and the year ended December 31, 2014, gives effect to the proposed acquisition by Hydro One of Avistapending Acquisition and the anticipated financing as if they were completed on January 1, 2014. The accompanying unaudited pro forma condensed combined balance sheet as of September 30, 2015, gives effect to the pending Acquisition and the anticipated financing as if they had occurred on that date. The unaudited pro forma financial information does not reflect the acquisition of the international ▇▇▇▇▇▇ brand portfolio as the Company is not yet able to estimate the allocation of fair value to the net assets of the international ▇▇▇▇▇▇ brand portfolio because we currently have very limited information regarding such business. Additionally, the limited information that was made available to MCBC indicates that the international ▇▇▇▇▇▇ brand portfolio is insignificant to the overall pending Acquisition and to MCBC following the successful completion of the pending Acquisition. The Company believes that the unaudited pro forma condensed combined financial information presents in all material respects the pro forma effect of the pending Acquisition. The historical financial information of MCBC has been prepared by management of Hydro One and is derived from from: the unaudited and audited consolidated financial statements of Hydro One as at and for the three months ended March 31, 2018 and MCBC for the year ended December 31, 20172014, respectivelyincluded in its Annual Report on Form 10-K filed with the SEC on February 12, 2015 (“MCBC Form 10-K”); and the unaudited condensed consolidated financial statements of MCBC as of and for the nine months ended September 30, 2015, included in the Quarterly Report on Form 10-Q filed with the SEC on November 5, 2015. The historical financial information for MillerCoors has been derived from the audited consolidated financial statements of Avista as at and for the three months ended March 31, 2018 and MillerCoors for the year ended December 31, 20172014, respectively. The accompanying pro forma financial information uses accounting policies that are consistent with those disclosed in Hydro One’s included as Exhibit 99 to the MCBC Form 10-K and Avista’s audited the unaudited interim condensed consolidated financial statements of MillerCoors as at of and for the year nine months ended September 30, 2015, included as Exhibit 99.2 to the Current Report on Form 8-K to which this Exhibit 99.3 is attached. Unless otherwise indicated, information in this report is presented in U.S. dollars (“USD” or “$”). Both MCBC and MillerCoors have fiscal years which end on December 31. Pro forma adjustments reflected on the unaudited pro forma condensed combined balance sheet are based on items that are factually supportable and directly attributable to the pending Acquisition and the expected financing for the pending Acquisition. Pro forma adjustments reflected in the unaudited pro forma condensed combined statements of operations are based on items that are factually supportable, 2017 are directly attributable to the pending Acquisition or the related anticipated financing, and are expected to have a continuing impact on MCBC’s results of operations and/or financial position. The pro forma adjustments are based on information current as at January 25, 2016, (being the latest practicable date prior to the filing of the Current Report on Form 8-K to which this Exhibit 99.3 is attached) and do not reflect any matters not directly attributable to the pending Acquisition or the related anticipated financing. Any nonrecurring items directly attributable to the pending Acquisition or the related anticipated financing are included on the unaudited pro forma condensed combined balance sheet but not in the unaudited pro forma condensed combined statements of operations. In contrast, any nonrecurring items that were already included in MCBC’s or MillerCoors’ historical consolidated financial statements as at that are not directly related to the pending Acquisition or the related anticipated financing have not been eliminated and for the three months ended March 31, 2018 and were prepared are further discussed in accordance with accounting principles generally accepted Note 3. The acquisition of SABMiller’s interest in MillerCoors is reflected in the United States (“US GAAP”). The accompanying unaudited pro forma consolidated balance sheet and unaudited pro forma consolidated statements condensed combined financial information using the acquisition method of operations reflect accounting. Under the Merger acquisition method, the total estimated purchase consideration, as if it had closed on March 31described in Note 2, 2018 and January 1, 2017, respectively. The accompanying unaudited pro forma consolidated financial statements may not will be indicative determined at the closing date of the results that would have been achieved if the transactions reflected therein had been completed on the dates indicated or the results which may be obtained in the futurepending Acquisition. For instance, the actual purchase price allocation MCBC will reflect the fair values, at the purchase date, of the record all assets acquired and liabilities assumed at their respective acquisition-date fair values. Accordingly, the unaudited pro forma condensed combined financial information reflects the full consolidation of MillerCoors. The MCBC historical financial information reflects MCBC’s 42% interest in MillerCoors accounted for by MCBC under the equity method of accounting, which has been eliminated through pro forma adjustments. We remeasured our pre-existing 42% interest in MillerCoors to fair value and calculated a gain on the excess of the preliminary fair value over its carrying value. This gain is presented as an increase to retained earnings on the unaudited pro forma condensed combined balance sheet, and is excluded from the unaudited pro forma condensed combined statements of operations as it does not have a continuing impact. See Note 4(i) for further information. At this time, MCBC has not yet completed a detailed valuation analysis to determine the fair values of MillerCoors’ assets to be acquired and liabilities to be assumed and related allocations of the estimated consideration to such items. Accordingly, the unaudited pro forma condensed combined financial information includes a preliminary allocation of the estimated purchase consideration based upon Hydro Oneon assumptions and estimates that, while considered reasonable under the circumstances, are subject to change, which may be material. In addition, MCBC has not yet performed the due diligence necessary to identify all of the adjustments required to conform MillerCoors’ accounting policies to MCBC’s evaluation or to identify other items that could significantly impact the purchase price allocation or the assumptions and adjustments made in the preparation of such this unaudited pro forma condensed combined financial information. Upon completion of detailed valuation analyses, there may be additional increases or decreases to the estimated fair value of our historical 42% interest in MillerCoors, as well as adjustments to assigned values of MillerCoors’ assets and liabilities liabilities, including but not limited to brands and other intangible assets and property, plant and equipment that could give rise to increases or decreases in the amounts of depreciation and amortization expense that are not reflected in this unaudited pro forma condensed combined financial information. Accordingly, once the necessary valuation analyses have been performed following the closing close of the Merger and, accordinglypending Acquisition, the final purchase price allocation has been completed, and any necessary accounting policy changes are made, actual results may differ materially from the preliminary allocation reflected herein. The accompanying information presented in this unaudited pro forma condensed combined financial information should be read in conjunction with the description of the Merger and the proposed financing thereof contained in documents filed by Hydro One with the securities regulatory authorities in Canada; the most recent audited and unaudited consolidated financial statements of Avistainformation. Additionally, including the notes thereto; and the most recent audited and unaudited consolidated financial statements of Hydro One, including the notes thereto, all of which have been filed by Hydro One with the securities regulatory authorities in Canada. Certain amounts in the historical financial statements of Avista have been reclassified in the unaudited pro forma balance sheet and condensed combined statements of operations to do not reflect the presentation classifications in Hydro Onecost of any integration activities or benefits from the pending Acquisition or synergies that may be derived from integration activities, each of which may have a material effect on MCBC’s consolidated financial statements. In addition results of operations in periods following the historical financial statements of Avista have been translated from U.S. dollars to Canadian dollars to conform to the presentation currency of Hydro One. Management believes the underlying assumptions used for the preparation completion of the pro forma financial information provide a reasonable basis for presenting the significant financial effect directly attributable to the Merger. The pro forma adjustments used to prepare the pro forma financial information are tentative and are based on currently available financial information and certain estimates and assumptions. The actual adjustments to the consolidated financial statements will depend on a number of factors. Therefore, it is expected that the actual adjustments will differ from the pro forma adjustments used to prepare the pro forma financial information, and the differences may be material. The pro forma financial information presents the combined effect on the historical statements and provides the following resulting information: Unaudited consolidated balance sheet As of March 31, 2018 Unaudited pro forma condensed consolidated balance sheet, referred to as the unaudited pro forma balance sheet Audited consolidated statement of operations for the year ended December 31, 2017 and unaudited consolidated interim statement of operations for the three months ended March 31, 2018 For the year ended December 31, 2017; and for the three months ended March 31, 2018 Unaudited pro forma condensed consolidated statement of operations, referred to as the unaudited pro forma statements of operations Fair value adjustments to net assets acquired at March 31, 2018 have been applied to the assumed Merger date of January 1, 2017 for purposes of the unaudited pro forma statements of operations (see note 3) Amounts in the notes to the unaudited pro forma consolidated financial statements are stated in Canadian dollars, unless otherwise indicated. The accompanying pro forma financial information may not be indicative of the results that would have been achieved if the transactions reflected herein had been completed on the dates indicated or the results which may be obtained in the futurepending Acquisition.
Appears in 1 contract
Basis of Presentation. The accompanying following unaudited pro forma condensed combined financial information gives statements give effect to the proposed Business Combination under the acquisition by Hydro One method of Avistaaccounting in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). The accompanying pro forma Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, ▇▇▇▇▇▇▇▇ Capital will be treated as the “acquired” company for financial information has been prepared reporting purposes. For accounting purposes, Canoo will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of Canoo (i.e., a capital transaction involving the issuance of stock by management ▇▇▇▇▇▇▇▇ Capital for the stock of Hydro One Canoo). Accordingly, the consolidated assets, liabilities and is derived from results of operations of Canoo will become the unaudited and audited consolidated historical financial statements of Hydro One New Canoo, and ▇▇▇▇▇▇▇▇ Capital’s assets, liabilities and results of operations will be consolidated with Canoo beginning on the acquisition date. The net assets of ▇▇▇▇▇▇▇▇ Capital will be recognized at historical cost (which is expected to be consistent with carrying value), with no goodwill or other intangible assets recorded. The unaudited pro forma condensed combined balance sheet as at of September 30, 2020 was derived from Canoo’s and ▇▇▇▇▇▇▇▇ Capital’s unaudited historical condensed consolidated balance sheets as of September 30, 2020. The unaudited pro forma condensed combined balance sheet as of September 30, 2020 assumes that the Business Combination was completed on September 30, 2020. The unaudited pro forma condensed combined statement of operations for the three nine months ended March 31September 30, 2018 2020 was derived from Canoo’s and ▇▇▇▇▇▇▇▇ Capital’s unaudited condensed consolidated statements of operations for the nine months ended September 30, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2017, respectively, and the unaudited and audited consolidated financial statements of Avista as at and for the three months ended March 31, 2018 and for the year ended December 31, 2017, respectively. The accompanying pro forma financial information uses accounting policies that are consistent with those disclosed in Hydro One’s and Avista2019 was derived from Canoo’s audited consolidated financial statements as at and for the year ended December 31, 2017 and unaudited consolidated financial statements as at and for the three months ended March 31, 2018 and were prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The accompanying unaudited pro forma consolidated balance sheet and unaudited pro forma consolidated statements of operations reflect the Merger as if it had closed on March 31, 2018 and January 1, 2017, respectively. The accompanying unaudited pro forma consolidated financial statements may not be indicative of the results that would have been achieved if the transactions reflected therein had been completed on the dates indicated or the results which may be obtained in the future. For instance, the actual purchase price allocation will reflect the fair values, at the purchase date, of the assets acquired and liabilities assumed based upon Hydro One’s evaluation of such assets and liabilities following the closing of the Merger and, accordingly, the final purchase price allocation may differ materially from the preliminary allocation reflected herein. The accompanying pro forma financial information should be read in conjunction with the description of the Merger and the proposed financing thereof contained in documents filed by Hydro One with the securities regulatory authorities in Canada; the most recent audited and unaudited consolidated financial statements of Avista, including the notes thereto; and the most recent audited and unaudited consolidated financial statements of Hydro One, including the notes thereto, all of which have been filed by Hydro One with the securities regulatory authorities in Canada. Certain amounts in the historical financial statements of Avista have been reclassified in the unaudited pro forma balance sheet and statements of operations to reflect the presentation classifications in Hydro One’s consolidated financial statements. In addition the historical financial statements of Avista have been translated from U.S. dollars to Canadian dollars to conform to the presentation currency of Hydro One. Management believes the underlying assumptions used for the preparation of the pro forma financial information provide a reasonable basis for presenting the significant financial effect directly attributable to the Merger. The pro forma adjustments used to prepare the pro forma financial information are tentative and are based on currently available financial information and certain estimates and assumptions. The actual adjustments to the consolidated financial statements will depend on a number of factors. Therefore, it is expected that the actual adjustments will differ from the pro forma adjustments used to prepare the pro forma financial information, and the differences may be material. The pro forma financial information presents the combined effect on the historical statements and provides the following resulting information: Unaudited consolidated balance sheet As of March 31, 2018 Unaudited pro forma condensed consolidated balance sheet, referred to as the unaudited pro forma balance sheet Audited consolidated statement of operations for the year ended December 31, 2017 2019 and unaudited consolidated interim ▇▇▇▇▇▇▇▇ Capital’s audited statement of operations for the three months ended March 31, 2018 For the year ended December 31, 2017; 2019 and for gives pro forma effect to the three months ended March 31Business Combination as if it had occurred on January 1, 2018 Unaudited 2019, the beginning of the fiscal year presented and carried forward to the subsequent interim period. The historical consolidated financial information has been adjusted in these unaudited pro forma condensed consolidated statement combined financial statements to give effect to pro forma events that are (1) directly attributable to the Business Combination, (2) factually supportable and (3) with respect to the statements of operations, referred expected to as have a continuing impact on the unaudited post-combination company. Canoo and ▇▇▇▇▇▇▇▇ Capital have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma statements of operations Fair value adjustments were required to net assets acquired at March 31, 2018 have been applied to eliminate activities between the assumed Merger date of January 1, 2017 for purposes of the unaudited pro forma statements of operations (see note 3) Amounts in the notes to the unaudited pro forma consolidated financial statements are stated in Canadian dollars, unless otherwise indicated. The accompanying pro forma financial information may not be indicative of the results that would have been achieved if the transactions reflected herein had been completed on the dates indicated or the results which may be obtained in the futurecompanies.
Appears in 1 contract
Sources: Merger Agreement
Basis of Presentation. The accompanying Pursuant to a share exchange agreement dated April 21, 2009, Keewatin Windpower Corp. (“Keewatin”) is proposing to acquire all of the issued and outstanding shares of Sky Harvest Windpower Corp. (“Sky Harvest”). See Note 2. These unaudited pro forma consolidated financial statements (“pro forma financial information gives effect to the proposed acquisition by Hydro One of Avista. The accompanying pro forma financial information has statements”) have been prepared by management of Hydro One and is derived from the unaudited and audited consolidated financial statements of Hydro One as at and for the three months ended March 31, 2018 and for the year ended December 31, 2017, respectively, and the unaudited and audited consolidated financial statements of Avista as at and for the three months ended March 31, 2018 and for the year ended December 31, 2017, respectively. The accompanying pro forma financial information uses accounting policies that are consistent with those disclosed in Hydro One’s and Avista’s audited consolidated financial statements as at and for the year ended December 31, 2017 and unaudited consolidated financial statements as at and for the three months ended March 31, 2018 and were prepared in accordance with accounting principles generally accepted in the United States (“and are expressed in US GAAP”)dollars. The accompanying unaudited pro forma consolidated balance sheet and unaudited pro forma consolidated statements of operations reflect the Merger as if it had closed on March 31, 2018 and January 1, 2017, respectively. The accompanying unaudited pro forma consolidated financial statements may not be indicative of the results that would have been achieved if the transactions reflected therein had been completed on the dates indicated or the results which may be obtained in the future. For instance, the actual purchase price allocation will reflect the fair values, at the purchase date, of the assets acquired and liabilities assumed based upon Hydro One’s evaluation of such assets and liabilities following the closing of the Merger and, accordingly, the final purchase price allocation may differ materially from the preliminary allocation reflected herein. The accompanying These pro forma financial statements do not contain all of the information required for annual financial statements. Accordingly, they should be read in conjunction with the description of the Merger and the proposed financing thereof contained in documents filed by Hydro One with the securities regulatory authorities in Canada; the most recent audited annual and unaudited consolidated interim financial statements of AvistaKeewatin and of Sky Harvest. These pro forma financial statements have been compiled from and include:
(a) an unaudited pro forma consolidated balance sheet combining the unaudited balance sheet of Keewatin as at February 28, including 2009 with the notes theretounaudited balance sheet of Sky Harvest as at February 28, 2009, giving effect to the transaction as if it occurred on February 28, 2009;
(b) an unaudited pro forma consolidated statement of operations combining the unaudited interim statement of operations of Keewatin for the nine-month period ended February 28, 2009 with the unaudited interim statement of operations of Sky Harvest for the nine-month period ended February 28, 2009, giving effect to the transaction as if it occurred on June 1, 2008; and and
(c) an unaudited pro forma consolidated statement of operations combining the most recent audited and statement of operations of Keewatin for the year ended May 31, 2008 with the audited statement of operations of Sky Harvest for the year ended May 31, 2008, giving effect to the transaction as if it occurred on June 1, 2007. The unaudited consolidated pro forma financial statements have been compiled using the significant accounting policies as set out in the audited financial statements of Hydro OneKeewatin for the year ended May 31, including 2008. Based on the notes theretoreview of the accounting policies of Sky Harvest, all it is Keewatin management’s opinion that there are no material accounting differences between the accounting policies of which have been filed by Hydro One Keewatin and Sky Harvest. The unaudited pro forma financials statements should be read in conjunction with the securities regulatory authorities in Canada. Certain amounts in the historical financial statements and notes thereto of Avista have been reclassified in the unaudited pro forma balance sheet and statements of operations to reflect the presentation classifications in Hydro OneKeewatin. It is management’s consolidated financial statements. In addition the historical financial statements of Avista have been translated from U.S. dollars to Canadian dollars to conform to the presentation currency of Hydro One. Management believes the underlying assumptions used for the preparation of the opinion that these pro forma financial information provide statements include all adjustments necessary for the fair presentation, in all material respects, of the proposed transaction described above in accordance with US GAAP applied on a reasonable basis for presenting consistent with Keewatin ’s accounting policies. No adjustments have been made to reflect potential cost savings that may occur subsequent to completion of the significant financial effect directly attributable to the Mergertransaction. The pro forma adjustments used to prepare the pro forma financial information are tentative and are based on currently available financial information and certain estimates and assumptions. The actual adjustments to the consolidated financial statements will depend on a number of factors. Therefore, it is expected that the actual adjustments will differ from the pro forma adjustments used to prepare the pro forma financial information, and the differences may be material. The pro forma financial information presents the combined effect on the historical statements and provides the following resulting information: Unaudited consolidated balance sheet As of March 31, 2018 Unaudited pro forma condensed consolidated balance sheet, referred to as the unaudited pro forma balance sheet Audited consolidated statement of operations for the year ended December 31, 2017 and unaudited consolidated interim statement of operations for the three months ended March 31, 2018 For the year ended December 31, 2017; and for the three months ended March 31, 2018 Unaudited pro forma condensed consolidated statement of operations, referred to as the unaudited pro forma statements of operations Fair value adjustments to net assets acquired at March 31, 2018 have been applied do not reflect non-recurring charges or credits directly attributable to the assumed Merger date transaction, of January 1which none are currently anticipated. The unaudited pro forma financial statements are not intended to reflect the results of operations or the financial position of Keewatin which would have actually resulted had the proposed transactions been effected on the dates indicated. Further, 2017 for purposes of the unaudited pro forma statements of operations (see note 3) Amounts in the notes to the unaudited pro forma consolidated financial statements are stated in Canadian dollars, unless otherwise indicated. The accompanying pro forma financial information may is not be necessarily indicative of the results of operations that would have been achieved if the transactions reflected herein had been completed on the dates indicated or the results which may be obtained in the future.
Appears in 1 contract
Sources: Share Exchange Agreement (Keewatin Windpower Corp.)