Attached files
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8-K/A - FORM 8-K AMENDMENT - ESTERLINE TECHNOLOGIES CORP | d239479d8ka.htm |
EX-23.1 - CONSENT OF MAZARS, CHARTERED ACCOUNTANTS - ESTERLINE TECHNOLOGIES CORP | d239479dex231.htm |
EX-99.1 - THE FINANCIAL STATEMENTS - ESTERLINE TECHNOLOGIES CORP | d239479dex991.htm |
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
STATEMENTS OF OPERATIONS
The following Unaudited Pro Forma Condensed Combined Statements of Operations data for the nine months ended July 29, 2011, and the year ended October 29, 2010, are based on the historical financial statements of Esterline and derived from the historical financial data of the Souriau Group, after giving effect to the acquisition using the purchase method of accounting and applying the estimates, assumptions and adjustments described in the accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements of Operations. The historical financial data of the Souriau Group was prepared using accounting principles generally accepted in France (French GAAP) and are presented in euros. Accordingly, the Souriau Group amounts have been adjusted to reflect differences between French GAAP and accounting principles generally accepted in the United States (U.S. GAAP), and were translated to U.S. dollars. The unaudited pro forma condensed combined financial data is based on estimates and assumptions which are preliminary. The Unaudited Pro Forma Condensed Combined Financial Statements of Operations do not purport to represent what Esterlines results of operations would actually have been if the proposed acquisition had in fact occurred on the dates indicated or to project Esterlines financial position or results of operations as of any future date or for any future period. Investors are cautioned not to place undue reliance on this unaudited pro forma financial information.
For pro forma purposes:
| Esterlines unaudited statement of operations for the nine months ended July 29, 2011, has been combined with the Souriau Groups unaudited financial data reporting operating results for the nine months ended June 30, 2011, as if the proposed acquisition had occurred on October 30, 2010; and |
| Esterlines statement of operations for the year ended October 29, 2010, has been combined with the Souriau Groups unaudited financial data reporting operating results for the year ended September 30, 2010, as if the proposed acquisition had occurred on October 31, 2009. |
The Souriau Group amounts combined in the unaudited pro forma combined financial statements referred to above were translated to U.S. dollars using an average rate of 1.38509 and 1.3566 for the nine months ended July 29, 2011, and the year ended October 29, 2010, respectively.
Under the purchase method of accounting, the total estimated pro forma purchase price of approximately $726.7 million, calculated as described in Note 1 to these Unaudited Pro Forma Condensed Combined Financial Statements of Operations, is allocated to the net tangible and intangible assets acquired in connection with the acquisition, based on their estimated fair values as of July 26, 2011. These amounts, which are based on managements judgment, are estimates of fair values of the net assets reflected in these Unaudited Pro Forma Condensed Combined Financial Statements of Operations. A final determination of these fair values will be based on a comprehensive valuation of the fair values of the tangible and intangible assets and managements estimates of the fair values of the remaining net assets. This final valuation will be based on the actual net tangible and intangible assets of the Souriau Group that existed as of the closing date. The effect of the final valuation could cause material differences to the following pro forma information.
These Unaudited Pro Forma Condensed Combined Financial Statements of Operations and accompanying notes should be read in conjunction with the historical financial statements and the related notes thereto of the Souriau Group. This data should also be read in conjunction with Esterlines historical financial statements and related notes thereto and Managements Discussion and Analysis of Financial Condition and Results of Operations, which are incorporated herein by reference to Esterlines Annual Report on Form 10-K for the year ended October 29, 2010, and Quarterly Report on Form 10-Q for the three and nine months ended July 29, 2011.
1
Esterline Technologies Corporation
Unaudited Pro Forma Condensed Combined Statement of Operations
Nine Months Ended July 29, 2011
(U.S. GAAP basis)
In Thousands, Except Per Share Amounts
Esterline Technologies Corporation |
Souriau Group (historical, U.S. GAAP) |
Pro Forma Adjustments |
Note 2 |
Pro Forma Combined |
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Net Sales |
$ | 1,215,588 | $ | 257,839 | $ | | $ | 1,473,427 | ||||||||||||
Cost of Sales |
778,980 | 161,737 | | 940,717 | ||||||||||||||||
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436,608 | 96,102 | | 532,710 | |||||||||||||||||
Expenses |
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Selling, general and administrative |
214,919 | 52,954 | 6,678 | D | 274,551 | |||||||||||||||
Research, development and engineering |
63,945 | 8,448 | | 72,393 | ||||||||||||||||
Other income |
(6,366 | ) | | | (6,366 | ) | ||||||||||||||
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Total Expenses |
272,498 | 61,402 | 6,678 | 340,578 | ||||||||||||||||
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Operating Earnings from Continuing Operations |
164,110 | 34,700 | (6,678 | ) | 192,132 | |||||||||||||||
Interest Income |
(1,428 | ) | 43 | | (1,385 | ) | ||||||||||||||
Interest Expense |
28,381 | 15,814 | (5,805 | ) | A,C | 38,390 | ||||||||||||||
Loss on Extinguishment of Debt |
831 | | | 831 | ||||||||||||||||
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Income from Continuing Operations Before Income Taxes |
136,326 | 18,843 | (873 | ) | 154,296 | |||||||||||||||
Income Tax Expense |
22,323 | 6,995 | 3,746 | B,E | 33,064 | |||||||||||||||
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Income from Continuing Operations Including Noncontrolling Interests |
114,003 | 11,848 | (4,619 | ) | 121,232 | |||||||||||||||
Income Attributable to Noncontrolling Interests |
(328 | ) | (305 | ) | | (633 | ) | |||||||||||||
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Income from Continuing Operations Attributable to Esterline |
113,675 | 11,543 | (4,619 | ) | 120,599 | |||||||||||||||
Income from Discontinued Operations Attributable to Esterline, Net of Tax |
(75 | ) | | | (75 | ) | ||||||||||||||
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Net Earnings Attributable to Esterline |
$ | 113,600 | $ | 11,543 | $ | (4,619 | ) | $ | 120,524 | |||||||||||
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Earnings Per Share Attributable to EsterlineBasic: |
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Continuing Operations |
$ | 3.73 | $ | 3.95 | ||||||||||||||||
Discontinued Operations |
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$ | 3.73 | $ | 3.95 | |||||||||||||||||
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Earnings Per Share Attributable to EsterlineDiluted: |
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Continuing Operations |
$ | 3.65 | $ | 3.87 | ||||||||||||||||
Discontinued Operations |
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$ | 3.65 | $ | 3.87 | |||||||||||||||||
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See accompanying notes.
2
Esterline Technologies Corporation
Unaudited Pro Forma Condensed Combined Statement of Operations
Year Ended October 29, 2010
(U.S. GAAP basis)
In Thousands, Except Per Share Amounts
Esterline Technologies Corporation |
Souriau Group (historical, U.S. GAAP) |
Pro Forma Adjustments |
Note 2 |
Pro Forma Combined |
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Net Sales |
$ | 1,526,601 | $ | 287,374 | $ | | $ | 1,813,975 | ||||||||||
Cost of Sales |
1,010,390 | 185,761 | | 1,196,151 | ||||||||||||||
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516,211 | 101,613 | | 617,824 | |||||||||||||||
Expenses |
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Selling, general and administrative |
258,290 | 62,630 | 8,719 | D | 329,639 | |||||||||||||
Research, development and engineering |
69,753 | 10,837 | | 80,590 | ||||||||||||||
Other Expense (Income) |
(8 | ) | | | (8 | ) | ||||||||||||
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Total Expenses |
328,035 | 73,467 | 8,719 | 410,221 | ||||||||||||||
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Operating Earnings from Continuing Operations |
188,176 | 28,146 | (8,719 | ) | 207,603 | |||||||||||||
Interest Income |
(960 | ) | 122 | | (838 | ) | ||||||||||||
Interest Expense |
33,181 | 21,560 | (8,848 | ) | A,C | 45,893 | ||||||||||||
Loss on Extinguishment of Debt |
1,206 | | | 1,206 | ||||||||||||||
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Income from Continuing Operations Before Income Taxes |
154,749 | 6,464 | 129 | 161,342 | ||||||||||||||
Income Tax Expense (Benefit) |
24,504 | 3,405 | (2,779 | ) | B,E | 25,130 | ||||||||||||
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Income from Continuing Operations Including Noncontrolling Interests |
130,245 | 3,059 | 2,908 | 136,212 | ||||||||||||||
Income Attributable to Noncontrolling Interests |
(206 | ) | (186 | ) | | (392 | ) | |||||||||||
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Income from Continuing Operations Attributable to Esterline |
130,039 | 2,873 | 2,908 | 135,820 | ||||||||||||||
Income from Discontinued Operations Attributable to Esterline, Net of Tax |
11,881 | | | 11,881 | ||||||||||||||
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Net Earnings Attributable to Esterline |
$ | 141,920 | $ | 2,873 | $ | 2,908 | $ | 147,701 | ||||||||||
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Earnings Per Share Attributable to EsterlineBasic: |
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Continuing Operations |
$ | 4.34 | $ | 4.54 | ||||||||||||||
Discontinued Operations |
.39 | .39 | ||||||||||||||||
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$ | 4.73 | $ | 4.93 | |||||||||||||||
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Earnings Per Share Attributable to EsterlineDiluted: |
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Continuing Operations |
$ | 4.27 | $ | 4.46 | ||||||||||||||
Discontinued Operations |
.39 | .39 | ||||||||||||||||
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$ | 4.66 | $ | 4.85 | |||||||||||||||
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See accompanying notes.
3
Notes to Unaudited Pro Forma
Condensed Combined Financial Statements of Operations
Note 1. Description of Acquisition and Pro Forma Purchase Price
The Unaudited Pro Forma Condensed Combined Financial Statements of Operations reflect the acquisition of all the outstanding shares of the Souriau Group for approximately USD $726.7 million.
The total pro forma purchase price of the proposed acquisition is as follows:
In Thousands | ||||
Cash paid |
$ | 726,705 | ||
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Total estimated purchase price |
$ | 726,705 | ||
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Under the purchase method of accounting, the total estimated purchase price as shown in the table above will be allocated to the Souriau Groups net tangible and intangible assets based on their estimated fair values as of the closing date. The estimated fair value adjustment for inventory is $41.7 million, which will be recognized as cost of goods sold over 4.5 months, which is the estimated inventory turnover. The Company incurred transaction expenses of $7.8 million. The Company also benefited from $6.4 million in gains related to foreign currency fluctuation associated with acquiring Souriau. These net expenses were not reflected in the pro forma because they are non-recurring.
Based on the initial estimates, provided by management, and subject to material changes upon completion of a final valuation and other factors as described in the introduction to these Unaudited Pro Forma Condensed Combined Financial Statements of Operations, the allocation of the pro forma purchase price is as follows:
(In Thousands) | ||||
Current assets |
$ | 229,923 | ||
Property, plant and equipment |
55,559 | |||
Intangible assets subject to amortization |
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Programs (15 year weighted average useful life) |
289,396 | |||
Goodwill |
366,816 | |||
Other assets |
553 | |||
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Total assets acquired |
942,247 | |||
Current liabilities assumed |
113,584 | |||
Long-term liabilities assumed |
101,958 | |||
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Net assets acquired |
$ | 726,705 | ||
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Note 2. Pro Forma Adjustments
Pro forma adjustments are necessary to reflect the estimated purchase price and to reflect Esterlines transaction and financing costs. The amounts are presented to reflect the historical accounts of the Souriau Group from data prepared in euros using French GAAP and converted to U.S. GAAP via adjustments described below and then translated to U.S. dollars using an average rate of 1.38509 and 1.38566 for the nine months ended July 29, 2011, and the year ended October 29, 2010, respectively.
Esterline has not identified any pre-acquisition contingencies where the related asset, liability or impairment is probable and the amount of the asset, liability or impairment can be reasonably estimated. Prior to the end of the purchase price allocation period, if information becomes available which would indicate it is probable that such events have occurred and the amounts can be reasonably estimated, such items will be included in the purchase price allocation.
4
The pro forma adjustments included in the unaudited pro forma condensed combined financial statements are as follows (in thousands, except for per share data):
(A) | To reflect Esterlines $1.8 million debt issuance costs, consisting primarily of financial advisory, legal and accounting fees. |
(B) | To record the tax effect of the pro-forma adjustments. |
(C) | To record the issuance of financing from the 125.0 million term loan due 2016 and a $285.0 million draw on the revolving credit facility and the associated interest expense. |
(D) | To record additional amortization expense of acquired intangible assets based upon a preliminary analysis of their fair values, with a weighted average expected useful life of 15 years. |
(E) | To record the tax benefit associated with the acquisition structure. |
Note 3. Pro Forma Earnings Per Share
Pro forma basic earnings per share was computed on the basis of weighted average number of shares outstanding during the nine month period ended July 29, 2011, and the year ended October 29, 2010. Diluted earnings per share also includes the dilutive effect of stock options. The weighted average number of shares outstanding to compute pro forma basic earnings per share was 30,475,000 and 29,973,000 for the nine month period ended July 29, 2011, and the year ended October 29, 2010, respectively. The weighted average number of shares outstanding to compute pro forma diluted earnings per share was 31,144,000 and 30,477,000 for the nine month period ended July 29, 2011, and the year ended October 29, 2010, respectively.
Note 4. Historical Financial Information of the Souriau Group
The following historical statement of operations information for the nine months ended June 30, 2011, and the year ended September 30, 2010, of the Souriau Group are based on the historical financial information consisting of a statement of operating results prepared by management of the Souriau Group using French GAAP and presented in euros. We have converted this financial information to U.S. GAAP and translated them to U.S. dollars. The accompanying Souriau Group financial information was translated to U.S. dollars using average rates of 1.38509 and 1.35660 for the nine months ended June 30, 2011, and the year ended September 30, 2010, respectively.
5
Unaudited statement of operations information for the nine months ended June 30, 2011:
In Thousands
Souriau Group (historical, Reclassified) French GAAP (EUR) |
U.S. GAAP Adjustments (EUR) |
Note 5 |
Souriau Group U.S. GAAP (EUR) |
Souriau Group U.S. GAAP (USD) |
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Net Sales |
| 186,153 | | | | 186,153 | $ | 257,839 | ||||||||||
Cost of Sales |
116,770 | | 116,770 | 161,737 | ||||||||||||||
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69,383 | | 69,383 | 96,102 | |||||||||||||||
Expenses |
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Selling, general and administrative |
34,435 | 3,797 | A,B,E,F | 38,232 | 52,954 | |||||||||||||
Research, development and engineering |
6,099 | | 6,099 | 8,448 | ||||||||||||||
Other (income) expense |
5,850 | (5,850 | ) | B,F | | | ||||||||||||
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Total Expenses |
46,384 | (2,053 | ) | 44,331 | 61,402 | |||||||||||||
Operating Earnings |
22,999 | 2,053 | 25,052 | 34,700 | ||||||||||||||
Interest Income |
299 | (268 | ) | F | 31 | 43 | ||||||||||||
Interest Expense |
10,879 | 538 | C,D | 11,417 | 15,814 | |||||||||||||
Other Expense |
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Income Before Income Taxes |
11,821 | 1,783 | 13,604 | 18,843 | ||||||||||||||
Income Tax Expense (Benefit) |
5,392 | (342 | ) | E,G | 5,050 | 6,995 | ||||||||||||
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Income Including Noncontrolling Interests |
6,429 | 2,125 | 8,554 | 11,848 | ||||||||||||||
Income Attributable to Noncontrolling Interests |
(220 | ) | | (220 | ) | (305 | ) | |||||||||||
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Net Earnings |
| 6,209 | | 2,125 | | 8,334 | $ | 11,543 | ||||||||||
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6
Unaudited statement of operations information for the year ended September 30, 2010:
In Thousands
Souriau Group (historical, Reclassified) French GAAP |
U.S. GAAP Adjustments |
Note 5 |
Souriau Group U.S. GAAP |
Souriau Group U.S. GAAP |
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(EUR) | (EUR) | (EUR) | (USD) | |||||||||||||||
Net Sales |
| 211,834 | | | | 211,834 | $ | 287,374 | ||||||||||
Cost of Sales |
136,931 | | 136,931 | 185,761 | ||||||||||||||
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74,903 | | 74,903 | 101,613 | |||||||||||||||
Expenses |
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Selling, general and administrative |
39,430 | 6,737 | A,B,E,F | 46,167 | 62,630 | |||||||||||||
Research, development and engineering |
7,988 | | 7,988 | 10,837 | ||||||||||||||
Other (income) expense |
8,899 | (8,899 | ) | B,F | | | ||||||||||||
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Total Expenses |
56,317 | (2,162 | ) | 54,155 | 73,467 | |||||||||||||
Operating Earnings |
18,586 | 2,162 | 20,748 | 28,146 | ||||||||||||||
Interest Income |
(373 | ) | 462 | F | 89 | 122 | ||||||||||||
Interest Expense |
15,221 | 672 | C,D | 15,893 | 21,560 | |||||||||||||
Insurance Recovery |
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Income Before Income Taxes |
3,738 | 1,028 | 4,766 | 6,464 | ||||||||||||||
Income Tax Expense (Benefit) |
3,816 | (1,306 | ) | E,G | 2,510 | 3,405 | ||||||||||||
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Income Including Noncontrolling Interests |
(78 | ) | 2,334 | 2,256 | 3,059 | |||||||||||||
Income Attributable to Noncontrolling Interests |
(137 | ) | | (137 | ) | (186 | ) | |||||||||||
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Net Earnings |
| (215 | ) | | 2,334 | | 2,119 | $ | 2,873 | |||||||||
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Note 5. U.S. GAAP Adjustments
The following adjustments reconcile the Souriau Groups historical financial data to U.S. GAAP and to conform to the accounting policies of Esterline:
A. | Derivatives |
The Company has forward purchase and sales contracts that are designated as cash flow hedges of anticipated future revenue or purchases, as well as interest rate swap agreements.
Under French GAAP, the gains and losses related to the forward contracts are recognized at maturity, concurrently with the recognition of the underlying item being hedged. The fair value of these contracts is not recognized on the balance sheet. The gains and losses on the interest rate swap agreements are recognized at each period end.
For U.S. GAAP purposes, unrealized gains and losses resulting from the valuation of derivatives (including embedded derivatives) at fair value are recognized in net income as they arise and not concurrently with the recognition of the transaction being hedged.
7
B. | Purchase Accounting |
In January 2006, Souriau was acquired by Sagard under a leveraged buy-out arrangement and in March 2007 Souriau acquired PAE, a connector manufacturer. The Company recorded 157.5 million in goodwill. Under French GAAP, goodwill is amortized over 20 years, resulting in an annual expense of 7.9 million.
Under U.S. GAAP, goodwill is not amortized. In addition, acquired tangible and intangible assets and liabilities of a business are recorded at fair value and the excess of fair value of acquired net assets is recorded as goodwill. Management estimated that 40% of the purchase price should be allocated to intangible assets and that the estimated useful life of the acquired intangibles assets should be 15 years.
C. | Debt Issuance Costs |
The Company incurred debt costs, which include underwriting, legal, and other direct costs related to the issuance of debt under a 2006 leveraged buy-out arrangement. Under French GAAP these costs were capitalized as goodwill.
Under U.S. GAAP, these costs have been recognized as other assets and are amortized to interest expense over the term of the debt.
D. | Debt Modification |
In 2010, the Company made a minor debt modification due to the breach of certain financial covenants. The Company paid 0.8M euros to modify the debt fee in February 2010. The purpose of this modification was to strengthen the Companys ability to maintain key debt covenants. Under French GAAP these costs were expensed.
In U.S. GAAP, these costs have been recognized as other assets and are amortized to interest expense over the remaining term of the debt.
E. | Business Tax |
The Company is subject to CVAE tax. The value added produced by corporations or individuals is the difference between total sales realized and purchases made and expense incurred. Under French GAAP, the CVAE is recorded as an operating expense.
Under U.S. GAAP, CVAE is recorded as income tax expense.
F. | Reclassifications |
To record certain reclassifications to conform with U.S. GAAP.
G. | Income Taxes |
To record the tax effect of the U.S. GAAP adjustments.
8