Exhibit 99.2
Summary Pro Forma Financial Information
We have presented below pro forma condensed consolidated financial information which gives effect to the acquisition of Verizon’s TRS division and the Hands On merger. The pro forma information is presented under the purchase method of accounting. The pro forma information is presented for illustrative purposes only. The pro forma adjustments are based upon available information and assumptions that we believe are reasonable. The pro forma condensed consolidated financial statements do not purport to represent what the consolidated results of operations or financial position of GoAmerica would actually have been if the TRS acquisition and the Hands On merger had in fact occurred on the dates that we refer to below, nor do they purport to project the results of operations or financial position of GoAmerica for any future period or as of any date, respectively. The pro forma condensed consolidated financial statements do not give effect to any restructuring costs or to any potential cost savings or other operating efficiencies that could result from the acquisition of Verizon’s TRS division or the Hands On merger.
Under the purchase method of accounting, tangible and identifiable intangible assets acquired and liabilities assumed are recorded at their estimated fair market values. The excess of the purchase price, including estimated fees and expenses related to the TRS acquisition and the Hands On merger, over the net assets acquired is classified as goodwill on the accompanying unaudited pro forma condensed consolidated balance sheet. The estimated fair values and useful lives of assets acquired and liabilities assumed are based on a preliminary valuation and are subject to final valuation adjustments which may cause some of the intangibles to be amortized over a shorter life than presently anticipated.
Pro Forma Information — Combination of GoAmerica with Verizon’s TRS Division and Hands On
The following unaudited pro forma condensed combined consolidated balance sheet and unaudited pro forma condensed combined consolidated statements of operations give effect to the acquisition of Verizon’s TRS division by GoAmerica and the Hands On merger. Such pro forma financial statements were derived from, are qualified in their entirety by reference to and should be read in conjunction with:
• | the audited consolidated financial statements of GoAmerica for the year ended December 31, 2006, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 filed with the SEC; |
• | the unaudited consolidated financial statements of GoAmerica as of and for the nine month period ended September 30, 2007, contained in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2007; |
• | the audited carve-out financial statements of Verizon’s TRS division for the year ended December 31, 2006, contained in the Company’s definitive proxy materials filed with the SEC on November 9, 2007 and incorporated by reference herein; |
• | the unaudited carve-out financial statements of Verizon’s TRS division for the nine month period ended September 30, 2007 contained herein; |
-1- |
• | the audited consolidated financial statements of Hands On for the year ended December 31, 2006 (after giving pro forma effect to Hands On’s merger with SLS) contained in the Company’s definitive proxy materials filed with the SEC on November 9, 2007 and incorporated by reference herein; and |
• | the unaudited consolidated financial statements of Hands On for the nine month period ended September 30, 2007 (after giving pro forma effect to Hands On’s merger with SLS) contained herein. |
The unaudited pro forma condensed combined consolidated balance sheet gives effect to the acquisition of Verizon’s TRS division and merger with Hands On as though it occurred on September 30, 2007. The unaudited pro forma condensed combined consolidated statements of operations give effect to the acquisition as though it occurred at the beginning of the respective periods presented.
The pro forma adjustments presented below are based upon a valuation of Verizon’s TRS division’s working capital as defined in the TRS asset purchase agreement. The final calculation of the purchase price will be based upon a determination of the fair value of Verizon’s TRS division’s tangible and identifiable intangible assets acquired and liabilities assumed. The actual results of operations will differ, perhaps significantly, from the unaudited pro forma amounts reflected below because of a variety of factors, including access to additional information and changes in value not currently identified.
-2- |
GoAmerica, Inc. and Verizon’s TRS division and Hands On
Unaudited Pro forma Condensed Combined Consolidated Balance Sheet
As of September 30, 2007
Historical | Pro Forma | |||||||||||
GoAmerica | Verizon's TRS Division (i) | Hands On | Adjustments | Company | ||||||||
(In thousands) | ||||||||||||
Assets |
|
|
|
|
|
|
|
|
|
| ||
Current assets: |
|
|
|
|
|
|
|
|
|
| ||
| Cash and cash equivalents |
| $ 3,082 |
| $— |
| $1,943 |
| $ 20,186 | (E) | $ 25,211 | |
| Accounts receivable, net |
| 1,865 |
| — |
| 3,744 |
| 6,000 | (E) | 11,609 | |
| Other receivables |
| 20 |
| — |
| 439 |
| — |
| 459 | |
| Merchandise inventories |
| 284 |
| — |
| — |
| — |
| 284 | |
| Deferred taxes |
| — |
| — |
| 94 |
| — |
| 94 | |
| Prepaid expenses and other |
| 162 |
| — |
| 1,483 |
| — |
| 1,645 | |
Total current assets |
| 5,413 |
| — |
| 7,703 |
| 26,186 |
| 39,302 | ||
|
|
|
|
|
|
|
|
|
|
|
| |
Property, equipment and leasehold improvements, net | 863 |
| — |
| 1,437 |
| — |
| 2,300 | |||
Goodwill |
| 6,000 |
| — |
| — |
| 46,800 | (E) |
| ||
|
|
|
|
|
|
|
|
| 44,019 | (I) | 96,819 | |
Trade names and other intangible assets |
| — |
| — |
| — |
| 5,200 | (E) |
| ||
|
|
|
|
|
|
|
|
| 29,346 | (I) | 34,546 | |
Deferred acquisition costs |
| 3,571 |
| — |
| — |
| (3,571 | )(E,I) | — | ||
Deferred financing costs |
| 1,162 |
| — |
| — |
| (1,162 | )(E,I) | — | ||
Other assets |
| 239 |
| — |
| 72 |
| — |
| 311 | ||
|
|
| $17,248 |
| $— |
| $9,212 |
| $146,819 |
| $173,279 | |
|
|
| ||||||||||
Liabilities and stockholders' equity |
|
|
|
|
|
|
|
|
|
| ||
Current liabilities: |
|
|
|
|
|
|
|
|
|
| ||
| Accounts payable |
| $ 967 |
| $— |
| $2,159 |
| $ — |
| $ 3,126 | |
| Accrued expenses and other payables |
| 2,651 |
| — |
| 1,028 |
| 8,000 | (E) | 11,679 | |
| Deferred revenue |
| 98 |
| — |
| — |
| — |
| 98 | |
| Loans payable, net of discount |
| 2,719 |
| — |
| 1,914 |
| (4,633 | )(E,I) | —- | |
| Income taxes payable |
| - |
| — |
| 843 |
| — |
| 843 | |
| Other current liabilities |
| 87 |
| — |
| 243 |
| — |
| 330 | |
Total current liabilities |
| 6,522 |
| — |
| 6,187 |
| 3,367 |
| 16,076 | ||
|
|
|
|
|
|
|
|
|
|
|
| |
Long term debt |
| — |
| — |
| 950 |
| 30,000 | (E) |
| ||
|
|
|
|
|
|
|
|
| 39,050 | (I) | 70,000 | |
Other long term liabilities |
| 68 |
| — |
| 5 |
| — |
| 73 | ||
|
|
|
|
|
|
|
|
|
|
|
| |
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
| |
Stockholders' equity: |
|
|
|
|
|
|
|
|
|
| ||
| Preferred stock |
| 3 |
| — |
| 2 |
| 68 | (E) |
| |
|
|
|
|
|
|
|
|
| 8 | (I) | 80 |
-3- |
| Common stock |
| 25 |
| — |
| 6 |
| 61 | (I) | 92 | |
| Additional paid-in capital |
| 288,455 |
| — |
| 2,026 |
| 34,932 | (E) |
| |
|
|
|
|
|
|
|
|
| 39,333 | (I) | 364,746 | |
| Accumulated deficit |
| (277,639) |
| — |
| 36 |
| — |
| (277,603) | |
| Treasury Stock, at cost, 24,063 shares in 2005 |
| (186) |
| — |
| — |
| — |
| (186) | |
Total stockholders' equity |
| 10,658 |
| — |
| 2,070 |
| 74,402 |
| 87,130 | ||
|
|
| $17,248 |
| $— |
| $9,212 |
| $107,769 |
| $173,279 | |
(i) | In accordance with the TRS asset purchase agreement, certain assets will be transitioned directly to Stellar Nordia Services LLC (“Stellar Nordia”) as Stellar Nordia will provide services to the Company under a managed services agreement. The working capital that will be acquired as of closing has been accounted for in the pro forma adjustments. As such, balance sheet data has not been presented |
See accompanying notes to unaudited pro forma condensed combined consolidated
financial statements, which are an integral part of these statements.
-4- |
GoAmerica, Inc. and Verizon’s TRS division and Hands On
Unaudited Pro Forma Condensed Combined Consolidated Statements of Operations
For the nine months ended September 30, 2007
Historical | Pro forma | ||||||||||||||||||||||
GoAmerica | TRS | Hands On | Adjustments | Company | |||||||||||||||||||
(In thousands, except for share and per share data) | |||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||
Subscriber | $ 867 | $ — | $ — | $ — | $ 867 | ||||||||||||||||||
Relay services | 11,787 | 47,589 | 20,623 | — | 79,999 | ||||||||||||||||||
Commissions | 451 | — | — | — | 451 | ||||||||||||||||||
Equipment | 300 | — | — | — | 300 | ||||||||||||||||||
Other | 43 | — | — | — | 43 | ||||||||||||||||||
13,448 | 47,589 | 20,623 | — | 81,660 | |||||||||||||||||||
Costs and expenses: | — | ||||||||||||||||||||||
Cost of subscriber revenue | 811 | — | — | — | 811 | ||||||||||||||||||
Cost of relay services | 8,074 | 37,197 | 8,708 | (4,834 | )(D) | 49,145 | |||||||||||||||||
Cost of equipment sales | 495 | — | — | — | 495 | ||||||||||||||||||
Cost of network operations | 87 | 169 | — | — | 256 | ||||||||||||||||||
Sales and marketing | 1,615 | — | — | — | 1,615 | ||||||||||||||||||
General and administrative | 4,092 | 10,471 | 10,508 | — | 25,071 | ||||||||||||||||||
Research and development | 316 | — | — | — | 316 | ||||||||||||||||||
Depreciation and amortization | 257 | 2,492 | — | — | 2,749 | ||||||||||||||||||
Amortization of intangibles | — | 1,325 | — | 1,300 | (A) | ||||||||||||||||||
4,891 | (F) | 7,516 | |||||||||||||||||||||
15,747 | 51,654 | 19,216 | 1,357 | 87,974 | |||||||||||||||||||
Loss from operations | (2,299 | ) | (4,065 | ) | 1,407 | (1,357 | ) | (6,314 | ) | ||||||||||||||
Other income (expense): | |||||||||||||||||||||||
Settlement gains, net | (162 | ) | — | 544 | — | 382 | |||||||||||||||||
Interest (expense) income, net | 49 | — | (275 | ) | 1,840 | (B) | |||||||||||||||||
4,307 | (G) | 5,921 | |||||||||||||||||||||
Total other income (expense) | (113 | ) | — | 269 | 6,147 | 6,303 | |||||||||||||||||
Loss before income taxes and extraordinary items | (2,412 | ) | (4,065 | ) | 1,676 | 4,789 | (12 | ) | |||||||||||||||
Income tax (expense) benefit | — | 1,585 | (742 | ) | — | 843 | |||||||||||||||||
Net income (loss) | (2,412 | ) | (2,480 | ) | 934 | 4,789 | 831 | ||||||||||||||||
Preferred dividends | 20 | — | — | 2,094 | (C) | ||||||||||||||||||
299 | (H) | 2,413 | |||||||||||||||||||||
Net income (loss) applicable to common shares | $ (2,432 | ) | $ (2,480 | ) | $934 | $ 2,396 | $ (1,582 | ) | |||||||||||||||
-5- |
Pro Forma Data | ||||||||||||
Pro forma (loss) earnings per common share | ||||||||||||
Basic and Diluted: | ||||||||||||
Pro forma basic and diluted loss per share | ||||||||||||
(before preferred dividends) | $(1.09) | $ 0.09 | ||||||||||
Effect of preferred dividend | $(0.01) | $(0.27) | ||||||||||
Pro forma basic and diluted loss per share | $(1.10) | $(0.17) | ||||||||||
Pro forma weighted average number of common shares | ||||||||||||
Basic | 2,216,349 | — | 6,700,000 | 8,916,349 | ||||||||
Diluted | 2,216,349 | — | 6,700,000 | 8,916,349 |
See accompanying notes to unaudited pro forma condensed combined consolidated
financial statements, which are an integral part of these statements.
-6- |
GoAmerica, Inc. and Verizon’s TRS Division and Hands On
Unaudited Pro forma Condensed Combined Consolidated Statements of Operations
For the year ended December 31, 2006
|
|
| |||||||||||
|
|
| Historical | Pro forma | |||||||||
|
|
| GoAmerica | TRS | Hands On | Adjustments | Company | ||||||
|
|
| (In thousands, except for share and per share data) | ||||||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
| ||
| Subscriber | $ 1,190 |
| $ — |
| $ — |
| $ — |
|
| $ 1,190 | ||
| Relay services | 8,695 |
| 67,083 |
| 14,616 |
| — |
|
| 90,394 | ||
| Interpreting services | — |
| — |
| 1,792 |
| — |
|
| 1,792 | ||
| Commissions | 2,454 |
| — |
| — |
| — |
|
| 2,454 | ||
| Equipment | 429 |
| — |
| — |
| — |
|
| 429 | ||
| Other | 8 |
| — |
| — |
| — |
|
| 8 | ||
|
| 12,776 |
| 67,083 |
| 16,408 |
| — |
|
| 96,267 | ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Costs and expenses: |
|
|
|
|
|
|
|
|
|
| |||
| Cost of subscriber revenue | 845 |
| — |
| — |
| — |
|
| 845 | ||
| Cost of relay services | 5,320 |
| 55,078 |
| 6,865 |
| (6,445 | )(D) |
| 60,818 | ||
| Cost of interpreting services | — |
| — |
| 833 |
| — |
|
| 833 | ||
| Cost of equipment sales | 536 |
| — |
| — |
| — |
|
| 536 | ||
| Cost of network operations | 110 |
| 331 |
| — |
| — |
|
| 441 | ||
| Sales and marketing | 2,494 |
| — |
| — |
| — |
|
| 2,494 | ||
| General and administrative | 4,589 |
| 7,828 |
| 7,267 |
| — |
|
| 19,684 | ||
| Research and development | 359 |
| — |
| — |
| — |
|
| 359 | ||
| Depreciation and amortization | 362 |
| 1,889 |
| 267 |
| — |
|
| 2,518 | ||
| Amortization of intangibles | — |
| 1,767 |
| — |
| 1,733 | (A) |
|
| ||
|
|
|
|
|
|
|
| 9,782 | (F) |
| 13,282 | ||
|
| 14,615 |
| 66,893 |
| 15,232 |
| 5,070 |
|
| 101,810 | ||
Loss from operations | (1,839 | ) | 190 |
| 1,176 |
| (5,070 | ) |
| (5,543 | ) | ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Other income (expense): |
|
|
|
|
|
|
|
|
|
| |||
| Settlement gains, net | (490 | ) | — |
| — |
| — |
|
| (490 | ) | |
| Interest (expense) income, net | 169 |
| — |
| (175 | ) | (3,700 | )(B) |
| (3,706 | ) | |
|
|
|
|
|
|
|
| (5,742 | )(G) |
| (5,742 | ) | |
| Total other income (expense) | (321 | ) | — |
| (175 | ) | (9,442 | ) |
| (9,938 | ) | |
|
| ||||||||||||
Loss before income taxes and extraordinary items | (2,160 | ) | 190 |
| 1,001 |
| (14,512 | ) |
| (15,481 | ) | ||
|
|
|
|
|
|
|
|
|
|
|
| ||
| Income tax (expense) benefit | 789 |
| (74 | ) | (7 | ) | — |
|
| 708 | ||
|
| ||||||||||||
Loss from continuing operations | (1,371 | ) | 116 |
| 994 |
| (14,512 | ) |
| (14,773 | ) | ||
|
|
|
|
|
|
|
|
|
|
|
| ||
| Loss from discontinued operations | (589 | ) | — |
| — |
| — |
|
| (589 | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
-7- |
Net loss | (1,960 | ) | 116 |
| 994 |
| (14,512 | ) | (15,362 | ) | ||
|
|
|
|
|
|
|
|
|
|
| ||
| Preferred dividends | — |
| — |
| — |
| 2,792 | (C) |
| ||
|
|
|
|
|
|
|
| 399 | (H) | 3,191 | ||
|
|
|
|
|
| |||||||
Net income (loss) applicable to common shares | $(1,960 | ) | $116 |
| $994 |
| $(17,703 | ) | $(18,553 | ) | ||
|
|
|
|
| ||||||||
Pro Forma Data |
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
| ||||
Pro forma (loss) earnings per common share |
|
|
|
|
|
|
| |||||
| Basic and Diluted: |
|
|
|
|
|
|
| ||||
| Pro form loss from continuing operations | $ (0.65 | ) |
|
|
|
| $ (1.68 | ) | |||
| Pro forma basic and diluted loss per share | $ (0.28 | ) |
|
|
|
| $ (0.07 | ) | |||
| Pro forma basic and diluted loss per share |
|
|
|
|
| ||||||
| (before preferred dividends) | $ (0.93 | ) |
|
|
|
| $ (1.75 | ) | |||
| Effect of preferred dividend | $ — |
|
|
|
|
| $ (0.36 | ) | |||
| Pro forma basic and diluted loss per share | $ (0.93 | ) |
|
|
|
| $(2.11 | ) | |||
|
|
|
|
|
|
| ||||||
Pro forma weighted average number of common shares |
|
|
|
|
|
|
| |||||
| Basic | 2,105,184 |
| — |
| 6,700,000 |
| 8,805,184 | ||||
| Diluted | 2,105,184 |
| — |
| 6,700,000 |
| 8,805,184 | ||||
See accompanying notes to unaudited pro forma condensed combined consolidated
financial statements, which are an integral part of these statements.
-8- |
GoAmerica, Inc. and Verizon’s TRS Division and Hands On
Notes to Unaudited Pro Forma Condensed Combined Consolidated Financial Statements
Note 1. Basis of Pro Forma Presentation
Verizon TRS division
On January 10, 2008, GoAmerica acquired the assets of Verizon’s TRS division for $46 million in cash and up to an additional $8 million in contingent cash consideration. This acquisition was financed by the issuances of new GoAmerica preferred stock and debt totaling $65 million to Clearlake, pursuant to agreements and a commitment letter executed concurrently with the Verizon agreement. Completion of the acquisition was subject to stockholder approval by the stockholders of GoAmerica and to receipt of required regulatory approvals.
The Verizon transaction was financed through $35 million of committed equity financing and $30 million of committed senior debt financing, funded in each case by funds managed by Clearlake. Concurrently with the execution of the Verizon definitive agreement, Clearlake:
• | Purchased 290,135 shares of a newly created GoAmerica Series A Preferred Stock at a price of $5.17 per share; |
• | Provided GoAmerica with $1.0 million pursuant to a bridge loan commitment, which was increased by another $1.75 million on September 14, 2007, and which may be increased to up to a maximum of $3.5 million; |
• | Agreed to purchase an additional 6,479,691 shares of Series A Preferred Stock at a price of $5.17 per share, subject to certain conditions, upon consummation of the Verizon transaction; and |
• | Provided GoAmerica with a commitment letter for $30 million of senior debt financing to be raised for the closing of the Verizon transaction. |
The funding of the estimated purchase price of the acquisition is as follows (in thousands):
Value of GoAmerica preferred stock issued | $ 35,000 | |
Senior debt issuance | 30,000 | |
Acquired working capital | (6,000 | ) |
Additional working capital raised | (11,000 | ) |
Estimated GoAmerica direct transaction costs | 4,000 | |
Total estimated purchase price | $ 52,000 | |
-9- |
The components of the purchase price are as follows (in thousands):
Cash consideration | $46,000 | |
Contingent consideration | 8,000 | |
Transaction costs | 4,000 | |
Total purchase consideration and transaction costs | 58,000 | |
Acquired working capital | (6,000 | ) |
Total estimated purchase price | $52,000 | |
Under the purchase method of accounting, the total estimated purchase price, as shown in the table above, is allocated to net tangible assets acquired based on their estimated fair values as of the date of the completion of the merger. The fair value of these assets is subject to change based on additional information that may come to our attention, restructuring decisions made upon completion of the acquisition or results of the fund-raising effort referenced above. Amounts represented in this table assume the payment of the contingent consideration and do not reflect the acquired working capital. The preliminary estimated purchase price is allocated as follows (in thousands):
Identifiable intangible assets | $ 5,200 | |
Goodwill | 46,800 | |
Total estimated purchase price | $52,000 | |
Hands On
On September 12, 2007, GoAmerica announced the execution of a definitive merger agreement with Hands On for $35 million in cash and 6,700,000 shares of GoAmerica common stock. The cash portion of the consideration was funded by the issuances of new debt and shares of Series A Preferred Stock to a fund managed by Clearlake, pursuant to agreements and a commitment letter executed concurrently with the Hands On merger agreement. Completion of the Hands On merger was subject to approval by the stockholders of GoAmerica and Hands On, consummation of the acquisition of Verizon’s TRS division, and other customary closing conditions.
The Hands On transaction will be funded through $5 million of committed equity financing and $40 million of committed senior debt financing, funded in each case by Clearlake; this brings the total Clearlake financing commitment (including the commitment made by Clearlake with respect to the acquisition of Verizon’s TRS division) to GoAmerica to $110 million in equity and debt. Concurrently with the execution of the definitive Hands On merger agreement, but subject to certain closing conditions, Clearlake:
• | Agreed to purchase an additional 967,118 shares of GoAmerica Series A Preferred Stock at a previously negotiated price of $5.17 per share; and |
• | Provided GoAmerica with a commitment letter for $40 million of senior debt financing to be raised for the closing of the Hands On transaction. |
-10- |
The estimated total purchase price of the merger based on an average market price per share of GoAmerica’s common stock of $5.17 is as follows (in thousands):
Value of GoAmerica common stock issued | $34,630 | |
Senior debt issuance | 40,000 | |
Assumption of Hands On options | 1,805 | |
Acquired net assets | (2,070 | ) |
Additional working capital raised | (5,000 | ) |
Estimated GoAmerica direct transaction costs | 4,000 | |
Total estimated purchase price | $73,365 | |
In accordance with the merger agreement 220,498 of Hands On stock options will be exchanged for 276,238 stock options of GoAmerica. The fair market value of the GoAmerica options exceeded the fair market value of the Hands On options by $1,805 at September 30, 2007.
Under the purchase method of accounting, the total estimated purchase price, as shown in the table above, is allocated to Hands On net tangible assets based on their estimated fair values as of the date of the completion of the merger. The fair value of these assets is subject to change based on additional information that may come to our attention, restructuring decisions made upon completion of the merger or results of the fund raising effort referenced above. The preliminary estimated purchase price is allocated as follows (in thousands):
Identifiable intangible assets | $29,346 | |
Goodwill | 44,019 | |
Total estimated purchase price | $73,365 | |
Note 2. Pro Forma Adjustments
For purposes of determining the pro forma effect of the acquisition of Verizon’s TRS division on GoAmerica’s statements of operations for the year ended December 31, 2006 and the nine months ended September 30, 2007, the following adjustments have been made:
(A) | Reflects the amortization of other intangible assets over a period of three years. |
(B) | Reflects interest on first lien term debt in connection with the acquisition of Verizon’s TRS division. |
(C) | Reflects preferred dividends for the 6,769,826 shares of Series A Preferred Stock issued or to be issued in connection with the acquisition of Verizon’s TRS division. |
(D) | Reflects pricing adjustments for a Master Service Agreement entered into as a result of the acquisition of Verizon’s TRS division. |
For purposes of determining the pro forma effect of the acquisition on the Company’s consolidated balance sheet as of September 30, 2007, the following adjustments have been made:
(E) | Reflects the recording of the purchase price of Verizon’s TRS division. |
-11- |
For purposes of determining the pro forma effect of the Hands On merger on GoAmerica’s statements of operations for the year ended December 31, 2006 and the nine months ended September 30, 2007, the following adjustments have been made:
(F) | Reflects the amortization of other intangible assets over a period of three years. |
(G) | Reflects interest on second lien term debt in connection with the Hands On merger. |
(H) | Reflects preferred dividends for the 967,118 of preferred shares to be issued in connection with the Hands On merger. |
For purposes of determining the pro forma effect of the Hands On merger on the Company’s consolidated balance sheet as of September 30, 2007, the following adjustments have been made:
(I) | Reflects the recording of the purchase price of Hands On and the elimination of Hands On’s historical stockholders’ equity as of the date of the merger. |
Note 3. Reclassifications
Certain amounts related to Verizon’s TRS division’s results of operations have been reclassified to conform with the pro forma presentation.
Certain amounts related to Hands On’s results of operations have been reclassified to conform with the pro forma presentation.
-12- |