Exhibit 99.2
Defined terms used but not defined in this Exhibit 99.2 can be found in the
Company’s prospectus supplement dated September 17, 2018,
filed with the Commission on September 19, 2018.
UNAUDITED PRO FORMA CONSOLIDATED COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma consolidated combined financial statements (the “Pro Forma Financial Statements”) have been prepared to reflect the effects of the Transactions on our financial statements. Transactions include: (1) the issuance of the notes offered hereby, (2) the use of the net proceeds from this offering, together with borrowings under our Revolver, to finance the closing of the Acquisition Transactions, (3) the payment of estimated transaction fees and expenses associated with the foregoing, and (4) the pro forma use of borrowings under our Revolver to finance the redemption of all of our outstanding 2018 Notes. The unaudited pro forma consolidated combined balance sheet is presented as if the Transactions had occurred on June 30, 2018. The unaudited pro forma consolidated combined statement of income for the year ended December 31, 2017 is presented as if the Transactions had occurred on January 1, 2017 and the unaudited pro forma consolidated combined statement of income for the six months ended June 30, 2018 is presented as if the Transactions had occurred on January 1, 2017. The historical consolidated financial information has been adjusted to reflect factually supportable items that are directly attributable to the Transactions and, with respect to the statements of income only, expected to have a continuing impact on the combined results.
The Pro Forma Financial Statements have been prepared using the acquisition method of accounting using the accounting guidance for asset acquisitions in ASC 805, with our Company treated as the acquirer. The acquisition method of accounting is dependent upon certain valuations and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measure. Accordingly, the pro forma adjustments are preliminary, have been made solely for the purpose of providing the Pro Forma Financial Statements, and are subject to revision based on a final determination of fair value as of the date of acquisition. Differences, if any, between these preliminary estimates and the final acquisition accounting may have a material impact on the accompanying Pro Forma Financial Statements and our future consolidated results of operations and consolidated financial position.
The Pro Forma Financial Statements are provided for informational purposes only and do not purport to represent what our actual consolidated results of operations or consolidated financial position would have been had the Transactions occurred on the dates assumed, nor are they necessarily indicative of our future consolidated results of operations or consolidated financial position. The Pro Forma Financial Statements should be read in conjunction with:
| • | | the accompanying notes to the Pro Forma Financial Statements; |
| • | | our audited consolidated financial statements for the year ended December 31, 2017 and the notes relating thereto included in our 201710-K, which is incorporated herein by reference; and |
| • | | our unaudited condensed consolidated financial statements for the six months ended June 30, 2018 and the notes relating thereto included in Quarterly Report on Form10-Q for the quarter ended June 30, 2018, which is incorporated herein by reference. |
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