(C) Amortization of $1,000,000 other asset from acquisition amortized over 3 years.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 1 — Basis of Presentation
The unaudited pro forma condensed combined balance sheet as of July 31, 2008 combines the balance sheets of Cornerworld Corporation (“Cornerworld” or the “Company”), and Leadstream LLC (“Leadstream”) as of July 31, 2008, and gives effect to the merger of Leadstream with and into Enversa Companies LLC (“Enversa”).
The unaudited pro forma condensed combined statement of operations for the year ended April 30, 2008 combines the consolidated statement of operations of Cornerworld, derived from its audited financial statement for the year ended April 30, 2008, with the statement of operations of Leadstream, derived from its audited financial statement for the year ended April 30, 2008, and gives effect to the merger as if it occurred on May 1, 2007. The unaudited pro forma condensed combined statement of operations for the three months ended July 31, 2008 combines the statement of operations of Cornerworld for the quarter ended July 31, 2008, with the statement of operations of Leadstream for the quarter ended July 31, 2008, and gives effect to the merger as if it occurred on May 1, 2008.
The unaudited pro forma condensed combined financial statements, which are referred to as pro forma financial statements, are based on the historical financial statements of Cornerworld and Leadstream and give effect to the merger of Leadstream with and into Enversa under the purchase method of accounting. As a result, the pro forma financial statements are based on assumptions and adjustments, including assumptions relating to the consideration paid and the allocation thereof to the assets acquired and liabilities assumed from Leadstream based on preliminary estimates of fair value. The final purchase price and the allocation thereof will differ from that reflected in the pro forma financial statements after valuation procedures are performed and amounts are finalized following the completion of the merger.
The pro forma adjustments are preliminary and have been made solely for purposes of developing the pro forma financial statements for illustrative purposes. The merger’s impact on the actual results reported by the combined company in periods following the merger may differ significantly from that reflected in these pro forma financial statements. In addition, the pro forma financial statements do not give effect to any potential cost savings or operating synergies that Cornerworld and Leadstream expect to result from the merger, nor do they give effect to any potential costs to be incurred in integrating the two companies.
Note 2 — Unaudited Pro Forma Adjustments
The purchase price allocation included in the pro forma financial statements is preliminary and is based on information that was available to management of Cornerworld and Leadstream at the time the pro forma financial statements were prepared. Accordingly, the purchase price and the allocation thereof will change and the impact of such changes could be material.
The total purchase price booked for the merger is $4,344,000 . The proforma financials give effect to the purchase amounts of (A) 3,600,000 Cornerworld Common Shares (the “Acquisition Shares”) with a par value of $0.001 per share and a market price on August 27th of $0.79 per share, and (B) promissory notes in the aggregate principal amount of $1,500,000 by Cornerworld to the Leadstream Members (the “Acquisition Notes”). The allocation of the purchase price resulted in the following: $1,000,000 as Intangible Assets, primarily consisting of customer relationships, $2,848,719 as Goodwill, $1,251,204 of tangible assets, and $709,353 of assumed liabilities.
The allocation of purchase price to acquired intangible assets is preliminary and subject to the final outcome of independent analyses to be conducted after the completion of the merger. The residual amount of the purchase price has been allocated to goodwill.
There is no tax effect on the above amortization expenses included in the Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended April 30, 2008, as the combined company has a net operating loss carryforward.
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