Common use of Basis of Presentation Clause in Contracts

Basis of Presentation. The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting and are based on the historical consolidated financial statements of Cigna and Express Scripts for the year ended December 31, 2017 and as of and for the three months ended March 31, 2018. Historical results will reflect non-recurring items and, for the three months ended March 31, 2018, business seasonality. The acquisition method of accounting is based on ASC 805, Business Combinations, and uses the fair value concepts defined in ASC 820, Fair Value Measurement. ASC 805 requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. In addition, ASC 805 requires that the consideration transferred be measured at the effective time at the then-current market price. This requirement will likely result in a per share equity component that is different from the amount assumed in these unaudited pro forma condensed combined financial statements, since the market price of the shares of Cigna common stock at the effective time is likely to be different than the $171.79 market price that was used in the preparation of the unaudited pro forma condensed combined financial statements. The market price of $171.79 was based upon the closing price of shares of Cigna common stock on the NYSE on July 11, 2018, the latest practicable date prior to the date of this joint proxy statement/prospectus. ASC 820 defines the term ‘‘fair value,’’ sets forth the valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined in ASC 820 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 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 of these standards, New Cigna may be required to record the fair value of assets which are not intended to be used or sold and/or to value assets at fair value measures that do not reflect New Cigna’s intended use of those assets. Many of these fair value measurements can be highly subjective, and it is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. Under the acquisition method of accounting, the assets acquired and liabilities assumed will be recorded, as of completion of the mergers, primarily at their respective fair values and added to those of Cigna. Financial statements and reported results of operations of New Cigna issued after completion of the mergers will reflect these values, but will not be retroactively restated to reflect the historical financial position or results of operations of Express Scripts. Under ASC 805, acquisition-related transaction costs (e.g., advisory, legal and other professional fees) are not included as a component of consideration transferred but are accounted for as expenses in the periods in which such costs are incurred. Acquisition-related transaction costs expected to be incurred by Cigna include estimated fees related to a bridge financing commitment and agreement. Total acquisition-related transaction costs expected to be incurred by Cigna and Express Scripts are estimated to be approximately $430 million and $120 million, respectively. During the three months ended March 31, 2018, Cigna incurred $48 million before-tax and Express Scripts incurred $20 million before-tax of acquisition-related transaction costs, which have been excluded from the pro forma combined income statement for the three months ended March 31, 2018. During the year ended December 31, 2017, Cigna and Express Scripts did not incur any material acquisition-related transaction costs. The unaudited pro forma condensed combined balance sheet as of March 31, 2018 is required to include adjustments which give effect to events that are directly attributable to the mergers regardless of whether they are expected to have a continuing impact on the combined results or are non-recurring. Therefore, acquisition-related transaction costs expected to be incurred by Cigna and Express Scripts subsequent to March 31, 2018 of approximately $380 million and $100 million, respectively, are reflected as a pro forma adjustment to the unaudited pro forma condensed combined balance sheet as of March 31, 2018, presented as an increase to accrued expenses and other current liabilities and an after-tax impact decrease to retained earnings. The unaudited pro forma condensed combined financial statements do not reflect any potential required divestitures or the projected realization of cost savings following completion of the mergers. These cost savings opportunities are from administrative cost savings as well as reduced health care costs due to medical management. Although Cigna projects that cost savings will result from the mergers, there can be no assurance that these cost savings will be achieved. The unaudited pro forma condensed combined financial statements do not reflect any projected pre-tax restructuring and integration-related costs associated with the projected annual cost savings. The restructuring and integration-related costs will be expensed in the appropriate accounting periods after completion of the mergers. The unaudited pro forma condensed combined financial statements do not reflect any changes in applicable law (including applicable tax law) after March 31, 2018.

Appears in 2 contracts

Sources: Agreement and Plan of Merger, Merger Agreement

Basis of Presentation. The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting and are based on the historical consolidated financial statements of Cigna and Express Scripts for the year ended December 31, 2017 and as of and for the three months ended March 31, 2018. Historical results will reflect non-recurring items and, for the three months ended March 31, 2018, business seasonality. The acquisition method of accounting is based on in accordance with ASC 805, Business Combinations, and which uses the fair value concepts defined in ASC Topic 820, Fair Value MeasurementMeasurements, referred to as “ASC 820” in this joint proxy statement/prospectus. ASC 805 requires, among other things, that most assets acquired and acquired, liabilities assumed and non-controlling interests be recognized at their fair values as of the acquisition datedate of the merger. In addition, ASC 805 requires that the consideration transferred be measured at the effective time date the merger is completed, at the then-current market price. This requirement will likely result in a per share equity component that is different from the amount assumed in these unaudited pro forma condensed combined financial statements, since the market price of the shares of Cigna common stock at the effective time is likely to be different than the $171.79 market price that was used in the preparation of the unaudited pro forma condensed combined financial statements. The market price of $171.79 was based upon the closing price of shares of Cigna common stock on the NYSE on July 11, 2018, the latest practicable date prior to the date of this joint proxy statement/prospectus. ASC 820 defines the term ‘‘fair value,’’ sets forth the valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined in ASC 820 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 in the principal (or the most advantageous) 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 of these standards, New Cigna may be required to record the fair value of assets which are not intended to be used or sold and/or to value assets at fair value measures that do not reflect New Cigna’s intended use of those assets. Many of these fair value measurements can be highly subjective, subjective and it is possible that other professionals, applying the application of reasonable judgment to the same facts and circumstances, circumstances could develop and support different assumptions resulting in a range of alternative estimates. For purposes of preparing the unaudited pro forma condensed combined financial statements, the market price of Anthem common stock was estimated amountsusing the closing price of $141.91 on September 25, 2015. Since ASC 805 requires fair value measurements at the date of the merger, amounts assumed in these unaudited pro forma condensed combined financial statements will likely be different than the final amounts recorded at the completion of the merger. Under the acquisition method of accounting, the fair value of the assets acquired and liabilities assumed will be recorded, as of completion of the mergers, primarily at their respective fair values and added to those of CignaAnthem. Financial statements and reported results of operations of New Cigna Anthem issued after completion of the mergers merger will reflect these values, but will not be retroactively restated to reflect the historical financial position or results of operations of Express ScriptsCigna. Under ASC 805, 805 requires that acquisition-related transaction costs (e.g.costs, such as advisory, legal legal, valuation and other professional fees) are , not be included as a component of consideration transferred but are should be accounted for as expenses in the periods in which such costs are incurred. Acquisition-related transaction costs expected to be incurred by Cigna include estimated fees related to a bridge financing commitment and agreement. Total acquisition-related transaction costs expected to be incurred by Anthem and Cigna and Express Scripts are estimated to be approximately $430 345.0 million and $120 150.0 million, respectively. During the three months ended March 31, 2018, Cigna none of which had been incurred $48 million before-tax and Express Scripts incurred $20 million before-tax of acquisition-related transaction costs, which have been excluded from the pro forma combined income statement for the three months ended March 31, 2018. During the year ended December 31, 2017, Cigna and Express Scripts did not incur any material acquisition-related transaction costs. The unaudited pro forma condensed combined balance sheet as of March 31June 30, 2018 is required to include adjustments which give effect to events that are directly attributable to the mergers regardless of whether they are expected to have a continuing impact on the combined results or are non-recurring2015. Therefore, acquisitionAcquisition-related transaction costs expected to be incurred by Cigna Anthem include estimated fees related to the bridge facility and Express Scripts subsequent estimated costs associated with the issuance of long-term transaction related debt expected to March 31, 2018 be issued prior to completion of approximately $380 million and $100 million, respectively, are reflected as a the mergers. Preparation of the pro forma adjustment to condensed combined balance sheet requires the inclusion of adjustments that are both recurring and nonrecurring, while preparation of the pro forma condensed combined statements of income should only include adjustments that have a continuing impact and therefore, not include material nonrecurring adjustments that result from the transaction, such as the expected acquisition-related transaction costs. As a result, the expected acquisition-related transaction costs have been included in the unaudited pro forma condensed combined balance sheet as of March 31June 30, 20182015, presented as an increase to accounts payable and accrued expenses expenses, with the related tax benefits recognized as an increase in deferred tax assets and other current liabilities and an after-the after tax impact amount included as a decrease to retained earnings. The unaudited pro forma condensed combined financial statements do not reflect any potential required divestitures that may occur prior to, or subsequent to, the completion of the merger, or the projected realization of cost savings reductions from synergies following completion of the mergersmerger. These cost savings opportunities reductions are anticipated to result from elimination of certain administrative cost savings expenses, as well as reduced health care costs due to network and medical managementmanagement savings. Although Cigna Anthem projects that cost savings reductions will result from the mergersmerger, there can be no assurance that these cost savings reductions will be achieved. The unaudited pro forma condensed combined financial statements do not reflect any projected pre-tax restructuring and integration-related costs associated with the projected annual cost savingsreductions and no estimates for these potential synergies have been included in the estimate of expected acquisition-related transaction costs discussed above. The Such restructuring and integration-related costs will be expensed in the appropriate accounting periods when incurred after completion of the mergersmerger. The In addition, the unaudited pro forma condensed combined financial statements do not reflect any changes in applicable law (including applicable tax law) after March 31, 2018potential debt repayments to reduce Anthem’s debt-to-capital ratio to the low 40% range over the 24 months following the completion of the merger.

Appears in 1 contract

Sources: Merger Agreement

Basis of Presentation. The unaudited pro forma condensed combined consolidated financial statements were prepared in accordance with Securities and Exchange Commission Regulation S-X Article 11, using the acquisition purchase method of accounting and are based on the historical consolidated financial statements of Cigna and Express Scripts for the year ended December 31, 2017 and as of and for the three months ended March 31, 2018. Historical results will reflect non-recurring items and, for the three months ended March 31, 2018, business seasonality. The acquisition method of accounting is based on ASC 805, Business Combinations, as amended, which Trident adopted on July 1, 2009, and uses are based on the fair value concepts defined historical financial statements of Trident and the Business of NXP after giving effect to the cash to be paid and the stock to be issued by Trident to consummate the Acquisition, as well as pro forma adjustments. The prior May 2009 acquisition of selected assets of the FRC, DRX, and audio decoder product lines from the Consumer Division of Micronas Semiconductor Holding AG is presented in accordance with ASC 820, Fair Value Measurement805. ASC 805 requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values values, as determined in accordance with ASC 820, Fair Value Measurements, as of the acquisition date and that the fair value of acquired in-process research and development be recorded on the balance sheet regardless of the likelihood of success as of the acquisition date. In addition, ASC 805 requires establishes that the consideration transferred be measured at the effective time closing date of the asset acquisition at the then-current market price. This requirement will likely result in a per share equity component that is , which may be different from than the amount of consideration assumed in these unaudited pro forma condensed combined financial statements, since the market price of the shares of Cigna common stock at the effective time is likely to be different than the $171.79 market price that was used in the preparation of the unaudited pro forma condensed combined consolidated financial statements. The market price of $171.79 was based upon the closing price of shares of Cigna common stock on the NYSE on July 11ASC 820, 2018as amended, the latest practicable date prior to the date of this joint proxy statement/prospectus. ASC 820 defines the term ‘‘fair value,’’ ” and sets forth the valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined in ASC 820 820, as ‘‘amended, 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 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 of these standards, New Cigna Trident may be required to record the fair value of assets which are not intended to be used or sold and/or to value assets at fair value measures that do not reflect New CignaTrident ’s intended use of those assets. Many of these fair value measurements can be highly subjective, 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. Under the acquisition purchase method of accounting, the assets acquired and liabilities assumed will be recorded, recorded as of the completion of the mergersasset acquisition, primarily at their respective fair values and added to those of CignaTrident. Financial statements and reported results of operations of New Cigna Trident issued after completion of the mergers asset acquisition will reflect these values, but will not be retroactively restated to reflect the historical financial position or results of operations of Express Scriptsthe Business of NXP. The unaudited pro forma condensed combined consolidated balance sheet is presented as if the acquisition had occurred on September 30, 2009. The unaudited pro forma condensed combined consolidated statements of operations for the three months ended September 30, 2009 and the twelve months ended June 30, 2009 are presented as if the acquisition had occurred on July 1, 2008. The purchase consideration is presented when the acquisition was completed on February 8, 2010. Under ASC 805, acquisition-related transaction costs (e.g.i.e., advisory, legal and legal, valuation, other professional fees) and certain acquisition-related restructuring charges impacting the target company are not included as a component of consideration transferred but are accounted for as expenses expensed in the periods period in which such the costs are incurred. Acquisition-related transaction Total advisory, legal, regulatory, and valuation costs expected to be incurred by Cigna include estimated fees related to a bridge financing commitment and agreement. Total acquisition-related transaction costs expected to be incurred by Cigna and Express Scripts are estimated to be Trident were approximately $430 2.8 million, $4.5 million and $120 million, respectively. During the three months ended March 31, 2018, Cigna incurred $48 3.7 million before-tax and Express Scripts incurred $20 million before-tax of acquisition-related transaction costs, which have been excluded from the pro forma combined income statement for the three months ended September 30, 2009, December 31, 2009 and March 31, 2018. During the year ended December 31, 2017, Cigna and Express Scripts did not incur any material acquisition-related transaction costs. The unaudited pro forma condensed combined balance sheet as of March 31, 2018 is required to include adjustments which give effect to events that are directly attributable to the mergers regardless of whether they are expected to have a continuing impact on the combined results or are non-recurring. Therefore, acquisition-related transaction costs expected to be incurred by Cigna and Express Scripts subsequent to March 31, 2018 of approximately $380 million and $100 million2010, respectively, are reflected as a pro forma adjustment to the unaudited pro forma condensed combined balance sheet as of March 31, 2018, presented as an increase to accrued expenses and other current liabilities and an after-tax impact decrease to retained earnings. The unaudited pro forma condensed combined financial statements do not reflect any potential required divestitures or the projected realization of cost savings following completion of the mergers. These cost savings opportunities are from administrative cost savings as well as reduced health care costs due to medical management. Although Cigna projects that cost savings will result from the mergers, there can be no assurance that these cost savings will be achieved. The unaudited pro forma condensed combined financial statements do not reflect any projected pre-tax restructuring and integration-related costs associated with the projected annual cost savings. The restructuring and integration-related costs will be expensed in the appropriate accounting periods after completion of the mergers. The unaudited pro forma condensed combined financial statements do not reflect any changes in applicable law (including applicable tax law) after March 31, 2018.

Appears in 1 contract

Sources: Share Exchange Agreement (Trident Microsystems Inc)

Basis of Presentation. The unaudited pro forma condensed combined financial statements were prepared using acquisition will be accounted for under the acquisition method of accounting and are based on in accordance with ASC 805-10. The Company is accounting for the acquisition by using the historical consolidated financial statements information and accounting policies of Cigna ▇▇▇▇▇ and Express Scripts for adding the year ended December 31assets and liabilities of ELFS, 2017 and as applied on a pro forma basis as of June 30, 2021, at their respective fair values. Further, and for the three months ended March 31, 2018. Historical results will reflect non-recurring items and, for the three months ended March 31, 2018, business seasonality. The acquisition method of accounting is based on in accordance with ASC 805, Business Combinations, the accounting policies of ELFS have been conformed to those of ▇▇▇▇▇ in determining the results of operations and uses the amounts of assets and liabilities to be fair valued. The assets and liabilities of ELFS have been measured at fair value based on various assumptions that the Company’s management believes are reasonable utilizing information as of the Acquisition Date. The process for measuring the fair value concepts defined of identifiable intangible assets, liabilities and certain tangible assets requires the use of significant assumptions, including estimates of future cash flows and appropriate discount rates. The excess of the purchase price (consideration transferred) over the amount of identifiable assets and liabilities of ELFS acquired, on a pro forma basis as of June 30, 2021, was allocated to goodwill in accordance with ASC 820, Fair Value Measurement805-10. ASC 805 requires, among other things, that most For purposes of measuring the fair value of the ELFS assets acquired and liabilities assumed be recognized at their fair values assumed, as of reflected in the acquisition date. In addition, ASC 805 requires that the consideration transferred be measured at the effective time at the then-current market price. This requirement will likely result in a per share equity component that is different from the amount assumed in these unaudited pro forma condensed combined financial statements, since the market price of Company used the shares of Cigna common stock at the effective time is likely to be different than the $171.79 market price that was used guidance in the preparation of the unaudited pro forma condensed combined financial statements. The market price of $171.79 was based upon the closing price of shares of Cigna common stock on the NYSE on July 11ASC Topic 820, 2018“Fair Value Measurement and Disclosure”, the latest practicable date prior to the date of this joint proxy statement/prospectuswhich establishes a framework for measuring fair values. ASC 820 defines the term ‘‘fair value,’’ sets forth the valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined in ASC 820 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 date (an exit price concept for the valuation of the asset or liabilityprice). In addition, market Market participants are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair Additionally, under ASC 820, fair value measurements for an asset assume the highest and best use of that asset by these market participants. As a result The historical balance sheets of these standards▇▇▇▇▇ and ELFS were used to create the unaudited pro forma combined balance sheet as of June 30, New Cigna may be required to record the fair value of assets which are not intended to be used or sold and/or to value assets at fair value measures that do not reflect New Cigna’s intended use of those assets. Many of these fair value measurements can be highly subjective, and it is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. Under the acquisition method of accounting2021, the assets acquired and liabilities assumed will be recorded, as of completion last day of the mergersJanel’s third fiscal quarter. ▇▇▇▇▇ and ELFS have different fiscal year ends with ▇▇▇▇▇ following a fiscal year end ending September 30 and ELFS following a calendar year-end ending on December 31. Accordingly, primarily at their respective fair values the unaudited pro forma combined statement of operations for the year ended September 30, 2020 has been prepared by combining information derived from ▇▇▇▇▇’s audited historical consolidated statement of income for the year ended September 30, 2020 with the unaudited historical combined statement of income of ELFS for the twelve months ended September 30, 2020. The historical combined statement of income of ELFS for the twelve months ended September 30, 2020 was calculated by taking the audited combined statement of income for the twelve months ended December 31, 2020 and added to those of Cigna. Financial statements and reported removing the results of operations of New Cigna issued after completion of the mergers will reflect these values, but will not be retroactively restated to reflect the historical financial position or results of operations of Express Scripts. Under ASC 805, acquisition-related transaction costs (e.g., advisory, legal and other professional fees) are not included as a component of consideration transferred but are accounted for as expenses in the periods in which such costs are incurred. Acquisition-related transaction costs expected to be incurred by Cigna include estimated fees related to a bridge financing commitment and agreement. Total acquisition-related transaction costs expected to be incurred by Cigna and Express Scripts are estimated to be approximately $430 million and $120 million, respectively. During the three months ended March 31, 2018, Cigna incurred $48 million before-tax and Express Scripts incurred $20 million before-tax of acquisition-related transaction costs, which have been excluded from the pro forma combined income statement for the three months ended March December 31, 2018. During 2020 interim period and adding the year results of operations for the three months ended December 31, 20172019 interim period. The interim unaudited pro forma combined statement of operations for the nine months ended June 30, Cigna 2021 has been prepared by combining ▇▇▇▇▇’s unaudited historical consolidated statement of income for the nine months ended June 30, 2021, with the unaudited historical combined statement of income of ELFS for the nine months ended June 30, 2021. The unaudited historical combined statement of income of ELFS for the nine months ended June 30, 2021 was calculated by taking the unaudited combined statement of income for the six months ended June 30, 2021 and Express Scripts did not incur any material acquisition-related transaction costsadding the results of operations for the three months ended December 31, 2020 interim period. In addition, certain line items of the ELFS income statements were combined or reclassified in order to make the information comparable. The table below summarizes the calculated combined historical statements of ELFS for the twelve months ended September 30, 2020 and nine months ended June 30, 2021: Twelve months ended September 30, 2020 Audited Year Ended Unaudited Three Months Ended Unaudited Three Months Ended Unaudited Twelve Months Ended Service revenue $ 68,851 $ (17,852 ) $ 18,035 $ 69,034 Cost of service revenue 48,612 (13,082 ) 13,626 49,156 Gross Profit 20,239 (4,770 ) 4,409 19,878 Selling, general and administrative expenses 17,228 (4,432 ) 4,543 17,339 Income (loss) from operations 3,011 (338 ) (134 ) 2,539 Other income (expense) Other income (expense) 208 (44 ) 22 186 Interest expense (74 ) 22 (18 ) (70 ) Gain on sale of property and equipment 1 (1 ) 1 1 Total other income (expense) 135 (23 ) 5 117 Income (loss) before state income taxes 3,146 (361 ) (129 ) 2,656 Provisions for state income taxes 218 (42 ) 108 284 Net Income (loss) $ 2,928 $ (319 ) $ (237 ) $ 2,372 Nine months ended June 30, 2021 (in thousands) Unaudited Six Months Ended June 30, 2021 Unaudited Three Months Ended December 31, 2020 Unaudited Nine Months Ended June 30, 2021 Service revenue $ 36,690 $ 17,852 $ 54,542 Cost of service revenue 26,169 13,082 39,251 Gross profit 10,521 4,770 15,291 Selling, general and administrative expenses 8,519 4,432 12,951 Income from operations 2,002 338 2,340 Other income (expense) Interest income 3 2 5 Miscellaneous income (expense) 2 42 44 Interest expense (42 ) (22 ) (64 ) Gain on sale of property and equipment 60 1 61 Total other income 23 23 46 Income before state income taxes 2,025 361 2,386 Provision for state income taxes 82 42 124 Net income $ 1,943 $ 319 $ 2,262 The unaudited pro forma condensed combined balance sheet as of March 31, 2018 is required to include adjustments which give effect to events that are directly attributable to the mergers regardless of whether they are expected to have a continuing impact on the combined results or are non-recurring. Therefore, acquisition-related transaction costs expected to be incurred by Cigna and Express Scripts subsequent to March 31, 2018 of approximately $380 million and $100 million, respectively, are reflected as a pro forma adjustment to the unaudited pro forma condensed combined balance sheet as of March 31, 2018, presented as an increase to accrued expenses and other current liabilities and an after-tax impact decrease to retained earnings. The unaudited pro forma condensed combined financial statements do not reflect any potential required divestitures or adjustments to conform the projected realization results of cost savings following completion ELFS to ▇▇▇▇▇’s application of the mergersgenerally accepted accounting policies. These cost savings opportunities are from administrative cost savings as well as reduced health care costs due to medical management. Although Cigna projects that cost savings will result from the mergers, there can be no assurance that these cost savings will be achieved. The unaudited pro forma condensed combined financial statements do not reflect any projected pre-tax restructuring and integration-related costs associated with the projected annual cost savings. The restructuring and integration-related costs will be expensed differences resulted in the appropriate accounting periods after completion following income statement line-item reclassifications: Income Statements (in thousands) Twelve Months Ended September 30, 2020 Reclass Revised Twelve Months Ended September 30, 2020 Nine Months Ended June 30, 2021 Reclass Revised Twelve Months Ended September 30, 2020 Selling, general and administrative expenses $ 17,339 $ (187 ) $ 17,152 $ 12,951 $ (105 ) $ 12,846 Other income (expense) 186 (186 ) - - - Interest income - - - 5 (5 ) - Miscellaneous income (expense) - - - 44 (44 ) - Interest expense - - - (64 ) 5 (59 ) Gain on sale of the mergers. The unaudited pro forma condensed combined financial statements do not reflect any changes in applicable law property and equipment 1 (including applicable tax law1 ) after March 31, 2018.- 61 (61 ) -

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Janel Corp)