Common use of Basis of Presentation Clause in Contracts

Basis of Presentation. The Unaudited Condensed Pro Forma Combined Consolidated Balance Sheet and explanatory notes as of December 31, 2017 combine the historical Consolidated Balance Sheet of TriCo and the historical Consolidated Balance Sheet of FNBB as of such date (i) on an actual historical basis and (ii) assuming the completion of the merger at such date, using the acquisition method of accounting and giving effect to the related pro forma adjustments described in the accompanying Notes to the Unaudited Condensed Pro Forma Combined Consolidated Financial Statements. The Unaudited Condensed Pro Forma Combined Consolidated Statements of Operations and explanatory notes for the year ended December 31, 2017 combine the historical Consolidated Statements of Income of TriCo and the historical Consolidated Statements of Earnings of FNBB for such respective periods giving effect to the merger as if the merger had become effective at the beginning of such year, using the acquisition method of accounting and giving effect to the pro forma adjustments described in the accompanying Notes to the Unaudited Condensed Pro Forma Combined Consolidated Financial Statements. Under the acquisition method of accounting, the assets and liabilities of FNBB will be recorded at the respective fair values on the merger date, including adjustments for credit quality, and no allowance for credit losses is carried over to TriCo’s balance sheet. The fair value on the merger date represents management’s best estimates based on available information and facts and circumstances in existence on the merger date. Although the purchase price is indicative of the actual purchase price, the pro forma adjustments reflected in the unaudited pro forma condensed combined financial information is subject to change and may vary from the actual purchase price allocation that will be recorded when the accounting for the merger is completed. Adjustments may include, but not be limited to, changes in (i) FNBB’s balance sheet through the effective time of the merger; (ii) total merger related expenses if consummation and/or implementation costs vary from currently estimated amounts; and (iii) the underlying values of assets and liabilities if market conditions differ from current assumptions. The accounting policies of both TriCo and FNBB are in the process of being reviewed in detail. Upon completion of such review, conforming adjustments or financial statement reclassification may be determined. In addition, certain anticipated nonrecurring costs associated with the merger such as professional fees, legal fees and conversion-related expenditures are not reflected in the pro forma statements of operations. While the recording of the acquired loans at their fair value will impact the prospective determination of the provision for credit losses and the allowance for credit losses, for purposes of the Unaudited Condensed Pro Forma Combined Consolidated Statements of Operations for the year ended December 31, 2017, TriCo assumed no adjustments to the historical amounts of FNBB’s provisions for credit losses. If such adjustments were estimated, there could be an increase or a reduction to the historical amounts of FNBB’s provisions for credit losses presented. In addition, the fair value of the loan portfolio is not necessarily reflective of the allowance for loan losses calculated under the probable incurred loss model, as the fair value also takes into account an interest and liquidity component.

Basis of Presentation. The Unaudited Condensed Pro Forma Combined Consolidated Balance Sheet and explanatory notes as of December 31, 2017 combine accompanying unaudited pro forma condensed combined financial statements were prepared based on the historical Consolidated Balance Sheet financial statements of TriCo Xxxxxxxx and the historical Consolidated Balance Sheet carve-out financial statements of FNBB Merom Station. The Merom Plant Acquisition has been accounted for as an asset acquisition in accordance with ASC 805. The fair value of the consideration and allocation of that amount to the underlying assets acquired, on a relative fair value basis, will be recorded on Hallador’s books as of such the date (i) on an actual historical basis and (ii) assuming the completion of the merger at such dateclosing of the Merom Plant Acquisition. Additionally, using costs directly related to the Merom Plant Acquisition are capitalized as a component of the purchase price. Presented in the unaudited pro forma condensed combined financial statements is the impact of the Merom Plant Acquisition. Certain transaction accounting adjustments have been made in order to show the effects of the acquisition method of in the unaudited pro forma condensed combined financial statements. The accounting and giving effect adjustments related to the related pro forma adjustments described in Merom Plant Acquisition are preliminary and based on estimates of the accompanying Notes to purchase consideration and estimates of fair value and useful lives of the Unaudited Condensed Pro Forma Combined Consolidated Financial Statementsassets acquired and liabilities assumed. The Unaudited Condensed Pro Forma Combined Consolidated Statements of Operations final allocation will be determined when Hallador has obtained and explanatory notes verified all required data necessary to perform the detailed valuations and calculations to reflect the final relative fair value at the acquisition date. The final allocation is expected to be completed when Hallador files its report on Form 10-K for the year ended December 31, 2017 combine 2022. The final allocation could differ materially from the historical Consolidated Statements preliminary allocation used in the transaction accounting adjustments due to (1) changes in the fair value of Income the Merom Plant; (2) changes in the fair value of TriCo contract assets and contract liabilities; or (3) other changes to assets or liabilities. The unaudited pro forma condensed combined financial statements and related notes are presented for illustrative purposes only. If the historical Consolidated Statements Merom Plant Acquisition and other transactions contemplated herein had occurred in the past, the Company’s operating results might have been materially different from those presented in the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements should not be relied upon as an indication of Earnings of FNBB for such respective periods giving effect to operating results that the merger as Company would have achieved if the merger Merom Plant Acquisition and other transactions contemplated herein had become effective at the beginning of such year, using the acquisition method of accounting and giving effect to the pro forma adjustments described in the accompanying Notes to the Unaudited Condensed Pro Forma Combined Consolidated Financial Statements. Under the acquisition method of accounting, the assets and liabilities of FNBB will be recorded at the respective fair values taken place on the merger date, including adjustments for credit quality, and no allowance for credit losses is carried over to TriCo’s balance sheet. The fair value on the merger date represents management’s best estimates based on available information and facts and circumstances in existence on the merger specified date. Although In addition, future results may vary significantly from the purchase price is indicative of the actual purchase price, the pro forma adjustments results reflected in the unaudited pro forma condensed combined financial statement of operations and should not be relied upon as an indication of the future results the Company will have after the contemplation of the Merom Plant Acquisition and the other transactions contemplated by these unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial information is subject does not reflect the benefits of potential cost savings or the costs that may be necessary to change and achieve such savings, opportunities to increase revenue generation or other factors that may vary result from the actual purchase price allocation that will be recorded when the accounting for the merger is completed. Adjustments may includeMerom Plant Acquisition and, but accordingly, does not be limited to, changes in (i) FNBB’s balance sheet through the effective time of the merger; (ii) total merger related expenses if consummation and/or implementation costs vary from currently estimated amounts; and (iii) the underlying values of assets and liabilities if market conditions differ from current assumptions. The accounting policies of both TriCo and FNBB are in the process of being reviewed in detail. Upon completion of such review, conforming adjustments attempt to predict or financial statement reclassification may be determinedsuggest future results. In addition, certain anticipated nonrecurring costs associated with Xxxxxxxx did not included a transaction accounting adjustment for ASC 842, Leases, for the merger such Merom Plant as professional feesthe adoption of this standard is not expected to be material. In Hallador’s opinion, legal fees and conversion-related expenditures all adjustments that are not reflected in necessary to present fairly the unaudited pro forma statements of operationscondensed combined financial information have been made. While the recording of the acquired loans at their fair value will impact the prospective determination of the provision for credit losses and the allowance for credit losses, for purposes of the The Unaudited Condensed Pro Forma Condensed Combined Consolidated Statements of Operations for the year ended Six Months Ended June 30, 2022 and the Year Ended December 31, 20172021 were prepared assuming the Merom Plant Acquisition occurred on January 1, TriCo assumed no adjustments to 2021. The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2022 was prepared as if the historical amounts Merom Plant Acquisition had occurred on June 30, 2022. Table of FNBB’s provisions for credit losses. If such adjustments were estimated, there could be an increase or a reduction to the historical amounts of FNBB’s provisions for credit losses presented. In addition, the fair value of the loan portfolio is not necessarily reflective of the allowance for loan losses calculated under the probable incurred loss model, as the fair value also takes into account an interest and liquidity component.Contents

Basis of Presentation. The Unaudited Condensed accompanying unaudited pro forma condensed combined financial statements, or the “Pro Forma Combined Consolidated Balance Sheet Statements,” and explanatory related notes as of December 31, 2017 combine the historical Consolidated Balance Sheet of TriCo and the historical Consolidated Balance Sheet of FNBB as of such date (i) on an actual historical basis and (ii) assuming the completion of the merger at such date, were prepared using the acquisition method of accounting with American Woodmark considered the acquirer of RSI for accounting purposes. Accordingly, the consideration paid in the RSI Acquisition has been allocated to assets and giving effect to liabilities of RSI based upon their estimated fair values as of the related pro forma adjustments described Acquisition Date. Any amount of the consideration that is in excess of the estimated fair values of assets acquired and liabilities assumed will be recorded as goodwill after the finalization of the purchase price allocation. Although management believes that the preliminary purchase price allocation herein is reasonable, there can be no assurance that finalization of such purchase price allocation will not result in material changes from the preliminary purchase price allocation included in the accompanying Notes to the Unaudited Condensed Pro Forma Combined Consolidated Financial Statements. The Unaudited Condensed historical financial statements have been adjusted in the Pro Forma Combined Consolidated Financial Statements of Operations and explanatory notes for the year ended December 31, 2017 combine the historical Consolidated Statements of Income of TriCo and the historical Consolidated Statements of Earnings of FNBB for such respective periods giving to give effect to the merger as if the merger had become effective at the beginning of such year, using the acquisition method of accounting and giving effect events that are (1) directly attributable to the pro forma adjustments described in the accompanying Notes events, (2) factually supportable, and (3) with respect to the Unaudited Condensed Pro Forma Combined Consolidated Financial Statementsstatement of operations, expected to have a continuing impact on the combined company. Under The unaudited pro forma condensed combined statements of income does not reflect cost savings expected to be realized from the acquisition method elimination of accounting, certain expenses and synergies expected to be created or the assets costs to achieve such cost savings or synergies. Such costs may be material and liabilities of FNBB no assurance can be given that cost savings or synergies will be recorded at the respective fair values on the merger date, including adjustments for credit quality, and no allowance for credit losses is carried over to TriCo’s balance sheetrealized. The fair value on the merger date represents management’s best estimates based on available information and facts and circumstances in existence on the merger date. Although the purchase price is indicative of the actual purchase price, the Certain pro forma adjustments reflected in have been made to align the accounting policies of RSI with American Woodmark where such RSI accounting policies are expected to change after the Acquisition Date. Further review may identify additional differences between the accounting policies of the two companies that, when conformed, could have a material impact on the financial statements of the combined company. However, at this time, we are not aware of any accounting policy differences that would have a material impact on the unaudited pro forma condensed combined financial information is subject to change and may vary from the actual purchase price allocation that will be recorded when the accounting for the merger is completed. Adjustments may include, but not be limited to, changes in (i) FNBB’s balance sheet through the effective time statements of the merger; (ii) total merger related expenses if consummation and/or implementation costs vary from currently estimated amounts; and (iii) the underlying values of assets and liabilities if market conditions differ from current assumptions. The accounting policies of both TriCo and FNBB are in the process of being reviewed in detail. Upon completion of such review, conforming adjustments or financial statement reclassification may be determined. In addition, certain anticipated nonrecurring costs associated with the merger such as professional fees, legal fees and conversion-related expenditures combined company that are not reflected in the pro forma adjustments. Historically, American Woodmark has valued its inventory on a last-in, first-out basis (“LIFO”) and RSI has valued its inventory on a first-in, first-out basis (“FIFO”). American Woodmark’s management intends to maintain RSI’s FIFO valuation basis after the Acquisition Date. Therefore, a pro forma adjustment has not been made to conform RSI’s inventory valuation basis from FIFO to LIFO. American Woodmark operates on a fiscal year basis which ends on April 30 of each year. Prior to the RSI Acquistion, RSI operated on a 52 to 53 week fiscal year, with its fiscal year ending on the Saturday closest to December 31. The pro forma condensed combined financial statements included herein are labeled based on American Woodmark’s convention. The pro forma condensed combined statement of operations. While income for the recording year ended April 30, 2017 combines the historical audited results of American Woodmark for the acquired loans at their fair value will impact the prospective determination of the provision for credit losses fiscal year ended April 30, 2017 and the allowance for credit losses, for purposes unaudited results of the Unaudited Condensed Pro Forma Combined Consolidated Statements of Operations RSI for the year ended April 1, 2017, which was derived from the audited results of RSI for the fiscal year ended December 31, 2016 less the unaudited results of RSI for the three months ended April 2, 2016 plus the unaudited results of RSI for the three months ended April 1, 2017. The pro forma condensed combined statement of income for the six months ended October 31, TriCo assumed no adjustments to 2017 combines the historical amounts unaudited results of FNBB’s provisions American Woodmark for credit losses. If such adjustments were estimatedthe six months ended October 31, there could be an increase or a reduction to 2017 and the historical amounts unaudited results of FNBB’s provisions RSI for credit losses presentedthe six months ended September 30, 2017. In additionThe pro forma condensed combined balance sheet as of October 31, 2017 combines the fair value historical unaudited balance sheet of American Woodmark as of October 31, 2017 and the loan portfolio is not necessarily reflective historical unaudited balance sheet of the allowance for loan losses calculated under the probable incurred loss modelRSI as of September 30, as the fair value also takes into account an interest and liquidity component2017.

Basis of Presentation. The Unaudited Condensed Pro Forma Combined Consolidated Balance Sheet unaudited pro forma condensed combined financial statements have been derived from the historical consolidated financial statements of Rovi and explanatory notes as of TiVo. Certain financial statement line items included in the historical financial statements have been disaggregated, condensed or classified differently to provide consistent presentation in the unaudited pro forma condensed combined financial statements. In addition, where Rovi and TiVo have different financial statements presentations, Xxxx has made adjustments to conform TiVo’s presentation to Rovi’s presentation. See Note 3 for further details. Rovi has a fiscal year that ends on December 31, 2017 combine the historical Consolidated Balance Sheet of TriCo and the historical Consolidated Balance Sheet of FNBB as of such date (i) whereas XxXx has a fiscal year that ends on an actual historical basis and (ii) assuming the completion of the merger at such date, January 31. The unaudited pro forma condensed combined financial statements have been prepared using the acquisition method of accounting and giving effect to accounting. Rovi has been treated as the related pro forma adjustments described acquirer in the accompanying Notes to the Unaudited Condensed Pro Forma Combined Consolidated Financial Statements. The Unaudited Condensed Pro Forma Combined Consolidated Statements of Operations and explanatory notes mergers for the year ended December 31, 2017 combine the historical Consolidated Statements of Income of TriCo and the historical Consolidated Statements of Earnings of FNBB for such respective periods giving effect to the merger as if the merger had become effective at the beginning of such year, using the acquisition method of accounting and giving effect to the pro forma adjustments described in the accompanying Notes to the Unaudited Condensed Pro Forma Combined Consolidated Financial Statementspurposes. Under the acquisition method of accounting, purchase consideration to be delivered by New Parent to complete the TiVo Merger will generally be allocated to the assets acquired and liabilities of FNBB will be recorded assumed based on their fair value at the respective fair values on acquisition date. Rovi has made significant estimates and assumptions in determining the merger date, including adjustments for credit quality, and no allowance for credit losses is carried over to TriCo’s balance sheet. The preliminary fair value on of the merger date represents management’s best assets acquired and liabilities assumed. These preliminary fair value estimates are based on available information and facts and circumstances in existence on the merger date. Although the purchase price is indicative key assumptions of the actual purchase priceacquisition. Accordingly, the pro forma reclassifications and adjustments reflected are preliminary, have been made solely for the purpose of providing unaudited pro forma condensed combined financial statements and are subject to change based on further review of the fair value of the assets acquired and liabilities assumed. Final amounts recorded for the mergers may differ materially from the preliminary fair value estimates presented in the unaudited pro forma condensed combined financial information is subject to change statements, and may vary from such differences could have a material impact on the actual purchase price allocation that will be recorded when accompanying unaudited pro forma condensed combined financial statements and the accounting for the merger is completed. Adjustments may include, but not be limited to, changes in (i) FNBBcombined company’s balance sheet through the effective time future results of the merger; (ii) total merger related expenses if consummation and/or implementation costs vary from currently estimated amounts; operations and (iii) the underlying values of assets and liabilities if market conditions differ from current assumptionsfinancial position. The accounting policies of both TriCo and FNBB are in the process of being reviewed in detail. Upon completion of such reviewunaudited pro forma condensed combined financial statements do not reflect any revenue enhancements or benefits from anticipated synergies, conforming adjustments operating efficiencies or financial statement reclassification cost savings that may be determined. In addition, certain anticipated nonrecurring costs associated with the merger such as professional feesmergers, legal fees and conversion-related expenditures are not reflected in nor do they reflect the pro forma statements of operations. While the recording of the acquired loans at their fair value will impact the prospective determination of the provision for credit losses and the allowance for credit lossescosts necessary to achieve any revenue enhancements, for purposes of the Unaudited Condensed Pro Forma Combined Consolidated Statements of Operations for the year ended December 31anticipated synergies, 2017, TriCo assumed no adjustments to the historical amounts of FNBB’s provisions for credit losses. If such adjustments were estimated, there could be an increase operating efficiencies or a reduction to the historical amounts of FNBB’s provisions for credit losses presented. In addition, the fair value of the loan portfolio is not necessarily reflective of the allowance for loan losses calculated under the probable incurred loss model, as the fair value also takes into account an interest and liquidity componentcost savings.

Basis of Presentation. The accompanying unaudited pro forma condensed combined financial statements were prepared based on the historical consolidated financial statements of Vital, Maple, Hxxxx, Tall City, Grey Rock, Forge and Driftwood. The Forge Acquisition and Driftwood Acquisition have been accounted for as asset acquisitions in accordance with ASC 805. The Maple Acquisition, Tall City Acquisition and Grey Rock Acquisition have been assumed to be asset acquisitions in accordance with ASC 805 for purposes of these unaudited pro forma condensed combined financial statements. The fair value of the consideration paid by Vital for the Maple Acquisition, Tall City Acquisition and Grey Rock Acquisition will be allocated to the underlying assets acquired on a relative fair value basis. Additionally, costs directly related to the Maple Acquisition, Tall City Acquisition and Grey Rock Acquisition are assumed to be capitalized as a component of the purchase price. The Hxxxx Xxxxxxxxxxx has been assumed to be a business combination for purposes of these unaudited pro forma condensed combined financial statements under ASC 805. The assets acquired and liabilities assumed are recorded at their respective fair values as of the closing date. Any transaction costs were expensed as incurred in accordance with ASC 805. Certain of the historical amounts for the Acquisitions have been reclassified to conform to the financial statement presentation of Vital. Additionally, adjustments have been made to the historical financial information Maple, Hxxxx, Tall City, Grey Rock, Forge and Driftwood to remove certain assets and liabilities retained by the sellers in each separate transaction. The Unaudited Condensed Pro Forma Condensed Combined Consolidated Balance Sheet and explanatory notes as of December 31September 30, 2017 combine the historical Consolidated Balance Sheet of TriCo and the historical Consolidated Balance Sheet of FNBB as of such date (i) on an actual historical basis and (ii) assuming the completion of the merger at such date, using the acquisition method of accounting and giving 2023 gives effect to the related pro forma adjustments described Maple Acquisition, Hxxxx Acquisition, Tall City Acquisition and Grey Rock Acquisition as if they had been completed on September 30, 2023. The Forge Acquisition and Driftwood Acquisition were completed prior to September 30, 2023 and therefore are reflected in the accompanying Notes to the Unaudited Condensed Pro Forma Combined Consolidated Financial Statementshistorical unaudited condensed consolidated balance sheet of Vital at September 30, 2023. The Unaudited Condensed Pro Forma Condensed Combined Consolidated Statements of Operations for the nine months ended September 30, 2023 and explanatory notes for the year ended December 31, 2017 combine the historical Consolidated Statements of Income of TriCo and the historical Consolidated Statements of Earnings of FNBB for such respective periods giving 2022 give effect to the merger Acquisitions as if the merger had become effective at the beginning of such yearthey been completed on January 1, using the acquisition method of accounting and giving effect to the 2022. The unaudited pro forma adjustments described condensed combined financial information and related notes are presented for illustrative purposes only. If the Acquisitions and other transactions contemplated herein had occurred in the accompanying Notes to past, Vxxxx’s operating results might have been materially different from those presented in the Unaudited Condensed Pro Forma Combined Consolidated Financial Statementsunaudited pro forma condensed combined financial information. Under The unaudited pro forma condensed combined financial information should not be relied upon as an indication of operating results that Vital would have achieved if the acquisition method of accounting, the assets Acquisitions and liabilities of FNBB will be recorded at the respective fair values other transactions contemplated herein had taken place on the merger datespecified dates. In addition, including adjustments for credit quality, and no allowance for credit losses is carried over to TriCo’s balance sheet. The fair value on future results may vary significantly from the merger date represents management’s best estimates based on available information and facts and circumstances in existence on the merger date. Although the purchase price is indicative of the actual purchase price, the pro forma adjustments results reflected in the unaudited pro forma condensed combined financial information is subject to change statement of operations and may vary from the actual purchase price allocation that will be recorded when the accounting for the merger is completed. Adjustments may include, but should not be limited to, changes in (i) FNBB’s balance sheet through the effective time relied upon as an indication of the merger; (ii) total merger related expenses if consummation and/or implementation costs vary from currently estimated amounts; future results Vital will have after the contemplation of the Acquisitions and (iii) the underlying values of assets and liabilities if market conditions differ from current assumptions. The accounting policies of both TriCo and FNBB are in other transactions contemplated by the process of being reviewed in detail. Upon completion of such review, conforming adjustments or unaudited pro forma condensed combined financial statement reclassification may be determinedinformation. In additionVital’s opinion, certain anticipated nonrecurring costs associated with all adjustments that are necessary to present fairly the merger such as professional fees, legal fees and conversion-related expenditures are not reflected in the unaudited pro forma statements of operations. While the recording of the acquired loans at their fair value will impact the prospective determination of the provision for credit losses and the allowance for credit losses, for purposes of the Unaudited Condensed Pro Forma Combined Consolidated Statements of Operations for the year ended December 31, 2017, TriCo assumed no adjustments to the historical amounts of FNBB’s provisions for credit losses. If such adjustments were estimated, there could be an increase or a reduction to the historical amounts of FNBB’s provisions for credit losses presented. In addition, the fair value of the loan portfolio is not necessarily reflective of the allowance for loan losses calculated under the probable incurred loss model, as the fair value also takes into account an interest and liquidity componentcondensed combined financial information have been made.

Basis of Presentation. The Unaudited Condensed Pro Forma Combined Consolidated Balance Sheet and explanatory notes as of December 31, 2017 combine the historical Consolidated Balance Sheet of TriCo and the historical Consolidated Balance Sheet of FNBB as of such date (i) on an actual historical basis and (ii) assuming the completion of the merger at such date, unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting and giving effect to in accordance with Accounting Standards Codification ("ASC") 805, Business Combinations, which requires the related pro forma adjustments described in determination of the accompanying Notes to the Unaudited Condensed Pro Forma Combined Consolidated Financial Statements. The Unaudited Condensed Pro Forma Combined Consolidated Statements of Operations and explanatory notes for the year ended December 31, 2017 combine the historical Consolidated Statements of Income of TriCo and the historical Consolidated Statements of Earnings of FNBB for such respective periods giving effect to the merger as if the merger had become effective at the beginning of such year, using the acquisition method of accounting and giving effect to the pro forma adjustments described in the accompanying Notes to the Unaudited Condensed Pro Forma Combined Consolidated Financial Statements. Under the acquisition method of accountingacquiror, the Merger date, the fair value of assets and liabilities of FNBB will be recorded at the respective fair values on acquiree and the merger date, including adjustments for credit quality, and no allowance for credit losses is carried over to TriComeasurement of goodwill. UTC’s balance sheet. The fair value on management has determined that UTC represents the merger date represents management’s best estimates accounting acquiror in the Merger based on available information an analysis of the criteria outlined in ASC 805 and the facts and circumstances specific to this transaction. As a result, UTC will record the business combination in existence on its financial statements and will apply the merger dateacquisition method to account for the acquired assets and liabilities of Rockwell Xxxxxxx upon completion of the Merger. Although Applying the acquisition method includes recording the identifiable assets acquired and liabilities assumed at their fair values, and recording goodwill for the excess of the purchase price is indicative over the aggregate fair value of the actual identifiable assets acquired less liabilities assumed. The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X. To prepare the unaudited pro forma condensed combined financial information, UTC adjusted Rockwell Xxxxxxx’ assets and liabilities to their estimated fair values based on preliminary valuation work. As of the date of this Current Report on Form 8-K/A, UTC has not completed the detailed valuation work necessary to finalize the required estimated fair values and estimated useful lives of the Rockwell Xxxxxxx assets to be acquired and liabilities to be assumed and the related allocation of the purchase price. The final allocation of the purchase price will be determined after completion of an analysis to determine the estimated fair value of Rockwell Xxxxxxx’ assets and liabilities, and associated tax adjustments. Accordingly, the final acquisition accounting adjustments may be materially different from the unaudited pro forma adjustments. Also, as of the date of this Form 8-K/A, UTC may not have identified all adjustments necessary to conform Rockwell Xxxxxxx’ accounting policies to UTC’s accounting policies. UTC will conduct a final review of Xxxxxxxx Xxxxxxx’ accounting policies as of the date of the final purchase price allocation in an effort to determine if differences in accounting policies require adjustment or reclassification of Rockwell Xxxxxxx’ results of operations or reclassification of assets or liabilities to conform to UTC’s accounting policies and classifications. As a result of this review, the final acquisition accounting adjustments may be materially different from the unaudited pro forma adjustments. The unaudited pro forma condensed combined financial information does not give effect to any cost savings, operating synergies or revenue synergies that may result from the Merger or the costs to achieve any such cost savings, operating synergies and revenue synergies. Transactions among UTC, Xxxxxxxx Xxxxxxx and B/E Aerospace, reflecting normal course of business, during the periods reflected in the unaudited pro forma condensed combined financial information is subject to change and may vary from the actual purchase price allocation that will be recorded when the accounting for the merger is completedhave been eliminated, as detailed in Note 5 below. Adjustments may include, but not be limited to, changes in (i) FNBB’s balance sheet through the effective time of the merger; (ii) total merger related expenses if consummation and/or implementation costs vary from currently estimated amounts; and (iii) the underlying values of assets and liabilities if market conditions differ from current assumptions. The accounting policies of both TriCo and FNBB are in the process of being reviewed in detail. Upon completion of such review, conforming adjustments or financial statement reclassification may be determined. In addition, certain anticipated nonrecurring costs associated with the merger such as professional fees, legal fees and conversion-related expenditures are not reflected in the pro forma statements of operations. While the recording of the acquired loans at their fair value will impact the prospective determination of the provision for credit losses and the allowance for credit losses, for For purposes of the Unaudited Condensed Pro Forma Combined Consolidated Statements of Operations for the year ended December 31, 2017, TriCo assumed no adjustments to the historical amounts of FNBB’s provisions for credit losses. If such adjustments were estimated, there could be an increase or a reduction to the historical amounts of FNBB’s provisions for credit losses presented. In addition, measuring the fair value of the loan portfolio is not necessarily reflective Rockwell Xxxxxxx assets acquired and liabilities assumed, as reflected in the unaudited pro-forma condensed combined financial information, the Company used the guidance in ASC 820, Fair Value Measurement and Disclosure, which establishes a framework for measuring fair values. ASC 820 defines fair value 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 (an exit price). Market participants are buyers and sellers in the principal (most advantageous) market for the asset or liability. Additionally, under ASC 820, fair value measurements for an asset assume the highest and best use of that asset by market participants. The unaudited pro forma condensed combined statement of operations reflect the elimination of entities to be disposed which includes certain Rockwell Xxxxxxx businesses which are required to be disposed to satisfy regulatory approval ("held for sale entities"). Two of the allowance entities were reflected as held for loan losses calculated under sale in Rockwell Xxxxxxx statement of financial position as of September 30, 2018. The disposal of the probable incurred loss model, as third entity was contingent upon the completion of the UTC acquisition of Rockwell Xxxxxxx. The unaudited pro forma condensed combined balance sheet reflects the disposal of these entities assuming that the book value of the businesses approximate fair value also takes into account an interest and liquidity componentless cost to sell.

Basis of Presentation. The accompanying unaudited pro forma condensed combined financial statements were prepared based on the historical consolidated financial statements of Vital, Maple, Hxxxx, Tall City, Forge and Driftwood. The Forge Acquisition and Driftwood Acquisition have been accounted for as an asset acquisition in accordance with ASC 805. The Maple Acquisition, Hxxxx Acquisition and Tall City Acquisition have been assumed to be asset acquisitions in accordance with ASC 805 for purposes of these unaudited pro forma condensed combined financial statements. The fair value of the consideration paid by Vital for the Acquisitions and allocation of that amount to the underlying assets acquired were allocated on a relative fair value basis. Additionally, costs directly related to the Acquisitions are assumed to be capitalized as a component of the purchase price. Certain of the historical amounts for the Acquisitions have been reclassified to conform to the financial statement presentation of Vital. Additionally, adjustments have been made to the historical financial information of Maple, Hxxxx, Tall City, Forge and Driftwood to remove certain assets and liabilities retained by the sellers in each separate transaction. The Unaudited Condensed Pro Forma Condensed Combined Consolidated Balance Sheet and explanatory notes as of December 31June 30, 2017 combine the historical Consolidated Balance Sheet of TriCo and the historical Consolidated Balance Sheet of FNBB as of such date (i) on an actual historical basis and (ii) assuming the completion of the merger at such date, using the acquisition method of accounting and giving 2023 gives effect to the related pro forma adjustments described Maple Acquisition, Hxxxx Acquisition and Tall City Acquisition as if they had been completed on June 30, 2023. The Forge Acquisition and Driftwood acquisition were completed prior to June 30, 2023 and therefore are reflected in the accompanying Notes to the Unaudited Condensed Pro Forma Combined Consolidated Financial Statementshistorical unaudited condensed consolidated balance sheet of Vital at June 30, 2023. The Unaudited Condensed Pro Forma Condensed Combined Consolidated Statements of Operations for the six months ended June 30, 2023 and explanatory notes for the year ended December 31, 2017 combine the historical Consolidated Statements of Income of TriCo and the historical Consolidated Statements of Earnings of FNBB for such respective periods giving 2022 give effect to the merger Acquisitions as if the merger had become effective at the beginning of such yearthey been completed on January 1, using the acquisition method of accounting and giving effect to the 2022. The unaudited pro forma adjustments described condensed combined financial information and related notes are presented for illustrative purposes only. If the Acquisitions and other transactions contemplated herein had occurred in the accompanying Notes to past, Vxxxx’s operating results might have been materially different from those presented in the Unaudited Condensed Pro Forma Combined Consolidated Financial Statementsunaudited pro forma condensed combined financial information. Under The unaudited pro forma condensed combined financial information should not be relied upon as an indication of operating results that Vital would have achieved if the acquisition method of accounting, the assets Acquisitions and liabilities of FNBB will be recorded at the respective fair values other transactions contemplated herein had taken place on the merger datespecified dates. In addition, including adjustments for credit quality, and no allowance for credit losses is carried over to TriCo’s balance sheet. The fair value on future results may vary significantly from the merger date represents management’s best estimates based on available information and facts and circumstances in existence on the merger date. Although the purchase price is indicative of the actual purchase price, the pro forma adjustments results reflected in the unaudited pro forma condensed combined financial information is subject to change statement of operations and may vary from the actual purchase price allocation that will be recorded when the accounting for the merger is completed. Adjustments may include, but should not be limited to, changes in (i) FNBB’s balance sheet through the effective time relied upon as an indication of the merger; (ii) total merger related expenses if consummation and/or implementation costs vary from currently estimated amounts; future results Vital will have after the contemplation of the Acquisitions and (iii) the underlying values of assets and liabilities if market conditions differ from current assumptions. The accounting policies of both TriCo and FNBB are in other transactions contemplated by the process of being reviewed in detail. Upon completion of such review, conforming adjustments or unaudited pro forma condensed combined financial statement reclassification may be determinedinformation. In additionVital’s opinion, certain anticipated nonrecurring costs associated with all adjustments that are necessary to present fairly the merger such as professional fees, legal fees and conversion-related expenditures are not reflected in the unaudited pro forma statements of operations. While the recording of the acquired loans at their fair value will impact the prospective determination of the provision for credit losses and the allowance for credit losses, for purposes of the Unaudited Condensed Pro Forma Combined Consolidated Statements of Operations for the year ended December 31, 2017, TriCo assumed no adjustments to the historical amounts of FNBB’s provisions for credit losses. If such adjustments were estimated, there could be an increase or a reduction to the historical amounts of FNBB’s provisions for credit losses presented. In addition, the fair value of the loan portfolio is not necessarily reflective of the allowance for loan losses calculated under the probable incurred loss model, as the fair value also takes into account an interest and liquidity componentcondensed combined financial information have been made.