Exhibit 99.2
The required pro forma financial information is set forth below.
INTRODUCTION TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The pro forma data is presented for informational purposes only and may not necessarily reflect future results of operations or financial position or what the results of operations or financial position would have been had Pinnacle Data Systems, Inc. (PDSi) and GNP Computers, Inc. (GNP) been operating as combined entities for the periods presented. The unaudited pro forma combined financial statements should be read in conjunction with historical financial statements, including the notes thereto, of PDSi included in our Form 10-KSB for the year ended December 31, 2004, and the historical financial statements included elsewhere in the Form 8-K/A.
The accompanying unaudited pro forma combined financial statements are based on the historical financial statements of PDSi, and GNP after giving effect to its acquisition by PDSi. PDSi completed the acquisition of substantially all of the assets and assumed certain liabilities of GNP on August 15, 2005.
The unaudited pro forma combined balance sheet as of June 30, 2005, is presented as if the acquisition of GNP occurred on June 30, 2005. The unaudited pro forma combined statements of operations for the year ended December 31, 2004 and for the six months ended June 30, 2005, are presented as if the acquisition of GNP had occurred on January 1, 2004.
Pro Forma Combined Statement of Operations
For the Six Months Ending June 30, 2005
(in thousands, except per share data)
Unaudited
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| | PDSi
| | | GNP
| | | Pro Forma Adjustments
| | | Pro Forma
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SALES | | | | | | | | | | | | | | | | |
Product sales | | $ | 10,303 | | | $ | 11,039 | | | | | | | $ | 21,342 | |
Service sales | | | 4,134 | | | | 888 | | | | | | | | 5,022 | |
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| | | 14,437 | | | | 11,927 | | | | — | | | | 26,364 | |
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COST OF SALES | | | | | | | | | | | | | | | | |
Product sales | | | 8,869 | | | | 8,260 | | | | | | | | 17,129 | |
Service sales | | | 1,902 | | | | 297 | | | | | | | | 2,199 | |
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| | | 10,771 | | | | 8,557 | | | | — | | | | 19,328 | |
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GROSS PROFIT | | | 3,666 | | | | 3,370 | | | | — | | | | 7,036 | |
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OPERATING EXPENSES | | | 3,271 | | | | 5,618 | | | | (115 | )(a) | | | 8,774 | |
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INCOME (LOSS) FROM OPERATIONS | | | 395 | | | | (2,248 | ) | | | 115 | | | | (1,738 | ) |
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OTHER INCOME (EXPENSE) | | | (61 | ) | | | 38 | | | | | | | | (23 | ) |
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INCOME (LOSS) BEFORE INCOME TAXES | | | 334 | | | | (2,210 | ) | | | 115 | | | | (1,761 | ) |
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INCOME TAXES | | | 126 | | | | 19 | | | | | | | | 145 | |
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NET INCOME (LOSS) | | $ | 208 | | | $ | (2,229 | ) | | $ | 115 | | | $ | (1,906 | ) |
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BASIC EARNINGS (LOSS) PER SHARE | | $ | 0.04 | | | | | | | | | | | $ | (0.33 | ) |
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DILUTED EARNINGS (LOSS) PER SHARE | | $ | 0.03 | | | | | | | | | | | $ | (0.33 | ) |
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WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | | | | | | | | | | | | | | | | |
Basic | | | 5,780,083 | | | | | | | | | | | | 5,780,083 | |
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Diluted | | | 6,272,914 | | | | | | | | | | | | 5,780,083 | |
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Pro-Forma Combined Balance Sheet
June 30, 2005
(in thousands, except per share data)
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| | PDSi
| | | GNP
| | | Pro Forma Adjustments
| | | Pro Forma
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| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
ASSETS | | | | | | | | | | | | | | | | |
CURRENT ASSETS | | | | | | | | | | | | | | | | |
Cash | | $ | 16 | | | $ | 642 | | | $ | (658 | )(b) | | $ | 0 | |
Accounts receivable | | | 4,759 | | | | 3,718 | | | | | | | | 8,477 | |
Allowance for doubtful accounts | | | (30 | ) | | | (40 | ) | | | | | | | (70 | ) |
Inventory | | | 5,607 | | | | 3,232 | | | | | | | | 8,839 | |
Prepaid expenses | | | 185 | | | | 99 | | | | (26 | )(c) | | | 258 | |
Refundable income taxes | | | 267 | | | | — | | | | | | | | 267 | |
Deferred income taxes | | | 477 | | | | — | | | | | | | | 477 | |
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| | | 11,280 | | | | 7,651 | | | | (684 | ) | | | 18,247 | |
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PROPERTY AND EQUIPMENT | | | | | | | | | | | | | | | | |
Total property and equipment | | | 3,949 | | | | 4,773 | | | | — | | | | 8,722 | |
Less accumulated depreciation and amortization | | | (3,017 | ) | | | (4,529 | ) | | | (191 | ) | | | (7,737 | ) |
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| | | 932 | | | | 244 | | | | (191 | )(d) | | | 985 | |
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OTHER ASSETS | | | 24 | | | | 157 | | | | — | | | | 181 | |
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| | $ | 12,236 | | | $ | 8,052 | | | $ | (875 | ) | | $ | 19,413 | |
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LIABILITIES AND STOCKHOLDERS EQUITY | | | | | | | | | | | | | | | | |
CURRENT LIABILITIES | | | | | | | | | | | | | | | | |
Line of credit | | | 3,236 | | | | 1,800 | | | | (376 | )(e) | | | 4,660 | |
Current portion of long-term debt | | | — | | | | 48 | | | | (48 | )(f) | | | — | |
Accounts payable | | | 2,411 | | | | 3,890 | | | | | | | | 6,300 | |
Accrued expenses: | | | — | | | | | | | | | | | | — | |
Wages, payroll taxes and benefits | | | 420 | | | | 493 | | | | (182 | )(g) | | | 731 | |
Income taxes | | | — | | | | 330 | | | | | | | | 330 | |
Other | | | 265 | | | | 312 | | | | 355 | (h) | | | 932 | |
Unearned revenue | | | 74 | | | | 182 | | | | | | | | 256 | |
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| | | 6,406 | | | | 7,055 | | | | (251 | ) | | | 13,210 | |
LONG-TERM LIABILITIES | | | | | | | | | | | | | | | | |
Long-term debt, less current portion | | | — | | | | 253 | | | | (253 | )(f) | | | — | |
Deferred income taxes | | | 101 | | | | — | | | | | | | | 101 | |
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| | | 101 | | | | 253 | | | | (253 | ) | | | 101 | |
STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | | |
Prefered stock | | | — | | | | 25 | | | | (25 | )(i) | | | — | |
Common stock | | | 2,594 | | | | 6 | | | | (6 | )(i) | | | 2,594 | |
Treasury stock | | | — | | | | (6 | ) | | | 6 | (i) | | | 2,594 | |
Additional paid-in-capital | | | 680 | | | | 99 | | | | 274 | (i) | | | 1,053 | |
Retained earnings | | | 2,454 | | | | 620 | | | | (620 | )(i) | | | 2,454 | |
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| | | 5,729 | | | | 744 | | | | (371 | ) | | | 6,102 | |
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| | $ | 12,236 | | | $ | 8,052 | | | $ | (875 | ) | | $ | 19,413 | |
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Pro Forma Combined Statement of Operations
For the Year Ended December 31, 2004
(in thousands, except per share data)
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| | PDSi
| | | GNP
| | | Pro Forma Adjustments
| | | Pro Forma
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SALES | | | | | | | | | | | | | | | | |
Product sales | | | 28,351 | | | | 16,268 | | | | | | | | 44,619 | |
Service sales | | | 6,046 | | | | 4,853 | | | | (12 | )(j) | | | 10,887 | |
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| | | 34,397 | | | | 21,121 | | | | (12 | ) | | | 55,506 | |
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COST OF SALES | | | | | | | | | | | | | | | | |
Product sales | | | 22,653 | | | | 13,957 | | | | | | | | 36,610 | |
Service sales | | | 3,730 | | | | 840 | | | | | | | | 4,570 | |
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| | | 26,383 | | | | 14,797 | | | | — | | | | 41,180 | |
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GROSS PROFIT | | | 8,015 | | | | 6,324 | | | | (12 | ) | | | 14,327 | |
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OPERATING EXPENSES | | | 6,616 | | | | 11,440 | | | | (665 | )(a) | | | 17,391 | |
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INCOME (LOSS) FROM OPERATIONS | | | 1,399 | | | | (5,116 | ) | | | 653 | | | | (3,064 | ) |
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OTHER INCOME (EXPENSE) | | | (113 | ) | | | 14 | | | | | | | | (99 | ) |
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INCOME (LOSS) BEFORE INCOME TAXES | | | 1,286 | | | | (5,102 | ) | | | 653 | | | | (3,163 | ) |
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INCOME/(LOSS) TAX EXPENSE (BENEFIT) | | | 402 | | | | (1 | ) | | | | | | | 401 | |
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NET INCOME (LOSS) | | $ | 884 | | | $ | (5,101 | ) | | $ | 653 | | | $ | (3,564 | ) |
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BASIC EARNINGS PER COMMON SHARE | | $ | 0.16 | | | | | | | | | | | $ | (0.64 | ) |
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DILUTED EARNINGS PER COMMON SHARE | | $ | 0.14 | | | | | | | | | | | $ | (0.64 | ) |
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WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | | | | | | | | | | | | | | | | |
Basic | | | 5,572,811 | | | | | | | | | | | | 5,572,811 | |
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Diluted | | | 6,121,675 | | | | | | | | | | | | 5,572,811 | |
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NOTE 1 – PRO FORMA ADJUSTMENTS TO THE COMBINED CONSOLIDATED FINANCIAL STATEMENTS
PRO FORMA COMBINED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2005
(a) | Operating expenses – decrease in depreciation expense as a result of purchase accounting. |
PRO FORMA COMBINED BALANCE SHEET AT JUNE 30, 2005
(b) | Cash – includes the payoff of the line of credit balance, penalties and interest and the payout of vacation required by the state of California. |
(c) | Prepaid expenses – to reduce assets to the fair market value. |
(d) | Property and equipment – to adjust to estimated fair market. |
(e) | Line of credit – reduced due to payoff. |
(f) | Term debt – amount was forgiven. |
(g) | Wages, payroll taxes and benefits – increased for the stay bonuses offered and decreased as a result of the vacation payout required by the state of California. |
(h) | Other – increases the total liabilities as a result of legal, accounting and other direct acquisition costs. |
(i) | Equity – to adjust GNP’s current assets to fair market values at acquisition. |
PRO FORMA COMBINED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2004
(a) | Operating expenses – decrease in depreciation expense as a result of purchase accounting. |
(j) | Service sales – eliminates sale that occurred in 2004 between the Company and GNP. |