Combined Financial Statements. The parties shall co-operate with each other in the preparation of combined financial statements for so long as the preparation of combined financial statements is permitted under generally accepted accounting principles used by Granite REIT and Granite GP. For so long as Granite GP and Granite REIT prepare and file combined financial statements and related disclosure, Granite GP and Granite REIT shall provide each other, in a timely fashion, in accordance with the scheduled meetings of Granite REIT’s trustees and Granite GP’s directors, and committees thereof, for the approval of financial statements, and in any event in sufficient time to allow Granite GP and Granite REIT to meet their legal obligations (including, but not limited to, any obligations relating to disclosure controls and procedures or internal control over financial reporting), with financial and other information and data with respect to Granite REIT, Granite GP, Granite LP and the Granite LP Group, as applicable, and their respective business, properties, financial positions, results of operations and prospects, and otherwise comply with the requirements of Sections 3.3 and 3.4.
Combined Financial Statements. FFC shall use its best efforts ------------ ----------------------------- to file with the SEC 30-days of combined financial statements in accordance with Rule 145 within 45 days of the Effective Date or as soon as practical thereafter.
Combined Financial Statements. Camden and Summit entered into an agreement and plan of merger on October 4, 2004, which was subsequently amended on October 6, 2004 and January 24, 2005. The merger agreement provides for the merger of Summit with and into Camden Summit, a wholly owned subsidiary of Camden, with Camden Summit as the surviving corporation. The merger agreement, as amended, has been incorporated by reference in this Amendment No. 1 to Form 8-K. We encourage you to read the merger agreement, as amended, because it is the legal document that governs the merger. The following unaudited pro forma condensed combined financial information sets forth: (i) the historical financial information as of December 31, 2004 and for the twelve months then ended, as derived from the audited financial statements of Camden and Summit, (ii) Summit's acquisitions of apartment communities, as appropriate, and (iii) pro forma adjustments assuming the merger was completed as of December 31, 2004 for purposes of the unaudited pro forma condensed combined balance sheet and January 1, 2004 for purposes of the unaudited pro forma condensed combined statements of operations. The unaudited pro forma combined financial information should be read in conjunction with, and are qualified in their entirety by, the notes thereto and with the historical consolidated financial statements of Camden and Summit, including the respective notes thereto. The unaudited pro forma condensed combined financial statements give effect to the merger under the purchase method of accounting in accordance with the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 141, "Business Combinations." In the opinion of management, all significant adjustments necessary to reflect the effects of the merger have been made. The merger adjustments are based on certain estimates and currently available information. Such adjustments could change as additional information becomes available, as estimates are refined or as additional events occur. The unaudited pro forma condensed combined financial statements are presented for comparative purposes only and are not necessarily indicative of what the actual combined financial position and results of operations of Camden and Summit would have been as of and for the periods presented, nor does it purport to represent the future combined financial position or results of operations of Camden and Summit. Camden Property Trust Unaudited Pro Forma Condensed Combined Ba...
Combined Financial Statements. The following is a summary of the preliminary estimated fair values of the net assets acquired (in millions): Cash and cash equivalents $ 78.6 Accounts receivable, net 170.0 Inventories, net 98.8 Prepaid expenses and other assets 16.6 Deferred tax assets 0.2 Property, plant and equipment 146.1 Right of use lease assets 15.0 Investments in associated companies 39.1 Other assets 0.7 Intangible assets 753.5 Total assets 1,318.6 Short term borrowing 8.4 Accounts payable, accrued expenses and other current liabilities 125.9 Deferred tax liabilities 154.0 Long-term lease liabilities 12.0 Other non-current liabilities 37.9 Net assets 980.4 Goodwill $ 683.7 The preliminary purchase price allocation has been completed based on limited information and the Company will not have sufficient information to make final allocations until after the valuations are completed. The final determination of the purchase price allocation is anticipated to be completed as soon as practicable. The valuations of the acquired assets and liabilities will include, but not be limited to, inventory, property, plant and equipment, customer relationships, formulations, tradenames, trademarks and brand names, other intellectual property, other intangible assets. The valuation will consist of physical appraisals, discounted cash flow analyses, and other appropriate valuation techniques to determine the fair value of the assets acquired and the liabilities assumed. The pro forma purchase price allocation is subject to further adjustment as additional information becomes available and analyses completed. The final allocation of amounts to assets acquired and liabilities assumed in the Combination could differ materially from the preliminary amounts presented in these unaudited pro forma condensed combined financial statements. A decrease in the fair value of assets acquired or an increase in the fair value of liabilities assumed from the preliminary valuations presented in these unaudited pro forma condensed combined financial statements would likely result in a dollar-for-dollar corresponding increase in the amount of goodwill that will result from the Combination. In addition, if the value of the acquired assets is higher than the preliminary indication, it may result in higher amortization and depreciation expense than is presented in these unaudited pro forma condensed combined financial statements.
Combined Financial Statements. The financing related pro forma adjustments included in the unaudited pro forma condensed combined balance sheet and statements of income are as follows:
Combined Financial Statements. Note 4 – Combination Pro forma adjustments Pro forma adjustments are necessary to reflect the financial statements of the Company and Houghton on a combined basis. The pro forma adjustments included in the unaudited pro forma condensed combined balance sheet and statements of income are as follows:
Combined Financial Statements. (e) Represents the adjustment to record property, plant and equipment at the preliminary fair market value and to record depreciation expense related to the change in fair value. The amounts assigned to property, plant and equipment, the estimated useful lives, and the estimated depreciation expense related to the property, plant and equipment acquired are as follows (in millions): Estimated Depreciation Depreciation weighted expense for the expense for the Preliminary average life year ended six months ended fair value (years) December 31, 2018 June 30, 2019 Land $ 11.9 — $ — $ — Buildings and improvements 43.6 25 1.7 0.9 Machinery and equipment 74.1 10 7.6 3.8 Furniture and fixtures 3.7 8 0.5 0.2 Information technology 8.4 4 2.1 1.1 Construction in progress 4.4 10 0.4 0.2 Total 146.1 12.3 6.2 Less: Houghton historical net property, Plant and equipment and depreciation expense 74.1 10.8 5.3 Pro forma adjustment $ 72.0 $ 1.5 $ 0.9 Depreciation expense has been estimated based upon the nature of activities associated with the property, plant and equipment to be acquired. Therefore, for purposes of these unaudited pro forma condensed combined financial statements, the Company has $0.9 million and $0.6 million of estimated increases in depreciation expense in COGS and SG&A, respectively, for the year ended December 31, 2018; and $0.5 million and $0.4 million, respectively, for the six months ended June 30, 2019. With other assumptions held constant, a 10% change in the fair value of property, plant and equipment would increase or decrease pro forma depreciation expense by approximately $1.2 million for the year ended December 31, 2018 and $0.6 million for the six months ended June 30, 2019.
Combined Financial Statements. (g) Reflects the pro forma impact of recording the acquired identifiable intangible assets at their preliminary fair market value and the related additional amortization expense. The preliminary amounts assigned to the identifiable intangible assets, the estimated useful lives, and the estimated amortization expense related to these identifiable assets are as follows (in millions): Estimated Amortization Amortization weighted expense for the expense for the Preliminary average life year ended six months ended fair value (years) December 31, 2018 June 30, 2019 Customer relationships $ 532.8 15 $ 35.5 $ 17.8 Formulations and technical know-how 150.7 15 10.0 4.9 Trade names and trademarks 52.7 — — — Brand names 15.1 — — — Non-compete agreements 2.2 2 1.1 0.6 Total 753.5 46.6 23.3 Less: Houghton historical intangible assets and amortization expense 304.4 43.6 21.2 Pro forma adjustment $ 449.1 $ 3.0 $ 2.1 The Company has reflected the estimated additional amortization expense of $3.0 million and $2.1 million in SG&A for the year ended December 31, 2018 and the six months ended June 30, 2019, respectively. With other assumptions held constant, a 10% change in the fair value of amortizable intangible assets would increase or decrease pro forma amortization expense by approximately $4.7 million for the year ended December 31, 2018 and $2.4 million for the six months ended June 30, 2019. The estimated fair value of amortizable intangible assets was based on reasonable estimates, however, the fair values assigned should be considered preliminary and these amounts will ultimately be updated upon the completion of a full valuation being performed on Houghton as of the Closing. The estimated fair value of the finite-lived intangible assets is expected to be amortized on a straight-line basis over their estimated useful lives. The amortizable useful lives reflect the periods over which the assets are expected to provide material economic benefit. Specific to the life of the customer relationships and formulations and technical know-how, the lives were determined after consideration of the Company’s historical customer and product attrition patterns. The Company’s preliminary evaluations have indicated that there is relatively low turnover in Houghton’s customers and products and management does not expect that these general patterns will change in the future. The Company estimates that the lives of Houghton’s trade names, trademarks and brand names reflect substantial p...
Combined Financial Statements. The unaudited pro forma adjustment to Capital in excess of par value is calculated as follows (in millions): Capital in excess of par value from the Combination (4.3 million shares issued at $182.27, less common stock) $ 784.7 Plus: Houghton’s historical capital in excess of par value (302.8 ) Pro forma adjustment $ 481.9 The unaudited pro forma adjustment to Retained earnings (accumulated deficit) is calculated as follows (in millions): Non-capitalized Quaker one-time estimated financing related costs, net of tax benefits $ (32.0 ) Plus: Houghton’s historical accumulated deficit 128.6 Pro forma adjustment $ 96.6 Retained earnings (accumulated deficit) was reduced for estimated transaction costs incurred to facilitate the Closing of approximately $32.0 million. These estimated transaction costs have been excluded from the unaudited pro forma condensed combined statements of income as they reflect charges directly attributable to the Combination that will not have an ongoing impact. The Company will incur significant additional costs and make associated cash payments to integrate Quaker and Houghton and to begin realizing the Combination’s total anticipated cost synergies, which are not included in the pro forma financials.
Combined Financial Statements. The unaudited pro forma adjustments related to the Divested Business is as follows: For the year ended For the six months December 31, 2018 ended June 30, 2019 Net sales $ 52,571 $ 25,660 Cost of goods sold 33,078 16,362 Gross Profit 19,493 9,298 Selling, general and administrative expenses 7,623 3,645 Combination and other acquisition-related expenses — — Restructuring — — Other operating expenses — — Operating income 11,870 5,653 Other income, net — — Interest expense — — Interest income — — Income before taxes and equity in net income of associated companies 11,870 5,653 Taxes on income before equity in net income of associated companies 2,493 1,187 Income before equity in net income of associated companies 9,377 4,466 Equity in net income of associated companies — — Net income 9,377 4,466 Less: Net income attributable to noncontrolling interest Net income attributable to Quaker Houghton $ 9,377 $ 4,466
