Compass Group Diversified 8K Other Events | SEC 22 Feb 08

Exhibit 99.3

Compass Diversified Holdings

PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(Unaudited)

The following unaudited pro forma condensed combined balance sheets as of December 31, 2006 and September 30, 2007, give effect to the following transactions, as if the following transactions had been completed as of the respective balance sheet date:

	•		The acquisition of approximately 76% of Fox Factory, Inc. (“Fox”) as further described on Form 8-K that we filed on January 8, 2008 for a total cash investment of approximately $87.4 million;

	•		The acquisition of Staffmark Investment LLC (“Staffmark”) by our subsidiary, CBS Personnel Holdings, Inc. as further described on Forms 8-K that we filed on December 20, 2007 and January 23, 2008 for a total cash investment of approximately $83.9 million; and

	•		The completion of the credit facility expansion used to finance these two acquisitions as further described on Form 8-K that we filed on December 11, 2007.

The purchase price for each of these acquisitions is subject to adjustment and is further subjected to the finalization of the preliminary purchase price allocation. The actual amount of working capital adjustments, which we do not expect to be material, will depend upon the actual working capital of Fox as of January 4, 2008 and Staffmark as of January 21, 2008, the actual closing dates for these two businesses.

The following unaudited pro forma condensed combined statements of operations for the year ended December 31, 2006 and for the nine months ended September 30, 2007, give effect to the acquisition of Fox and Staffmark and the credit facility expansion as if they had occurred on January 1, 2006. The “as reported” financial information in the unaudited pro forma condensed combined balance sheet at December 31, 2006 and September 30, 2007, and for the year ended December 31, 2006 and nine months ended September 30, 2007, for Fox and Staffmark is derived from the audited financial statements for the year ended December 31, 2006 and the unaudited financial statements for the nine months ended September 30, 2007 of each of the businesses, which are included elsewhere in this form 8-K. The “as reported” financial information for Compass Diversified Holdings at December 31, 2006 and for the year ended December 31, 2006, is derived from the audited financial statements of Compass Diversified Holdings as of December 31, 2006 and for the year ended December 31, 2006 as filed on Form 10-K dated March 13, 2007. The “as reported” financial information for Compass Diversified Holdings at September 30, 2007 and for the nine months ended September 30, 2007, is derived from the unaudited financial statements of Compass Diversified Holdings as of September 30, 2007 and for the nine months ended September 30, 2007 as filed on Form 10-Q dated November 9, 2007.

The following unaudited pro forma condensed combined financial statements, or the pro forma financial statements, have been prepared assuming that our acquisition of the Fox and Staffmark businesses will be accounted for under the purchase method of accounting. Under the purchase method of accounting, the assets acquired and the liabilities assumed will be recorded at their respective fair value at the date of acquisition. The total purchase price has been allocated to the assets acquired and liabilities assumed based on estimates of their respective fair values, which are subject to revision if the finalization of the respective fair values results in a material difference to the preliminary estimate used.

The unaudited pro forma condensed combined statement of operations includes the results of operations for Fox and Staffmark as if they were purchased on January 1, 2006 and the actual historical results of operations of our other businesses as of the date of acquisition, which was May 16, 2006 for our initial businesses, August 1, 2006 for Anodyne Medical Device, February 28, 2007 for Aeroglide Corporation and Halo Branded Solutions, Inc and August 31, 2007 for American Furniture Manufacturing, Inc. As such these pro forma financial statements are not necessarily indicative of operating results that would have been achieved had the transactions described above been completed at the beginning of the period presented and should not be construed as indicative of future operating results.

You should read these unaudited pro forma condensed financial statements in conjunction with the accompanying notes, the financial statements of Fox and Staffmark included in this Form 8-K and the consolidated financial statements for the Trust and the Company, including the notes thereto as previously filed.

Compass Diversified Holdings

Condensed Combined Pro Forma Balance Sheet
at September 30, 2007
(Unaudited)


												Pro Forma
	Compass											Combined
	Diversified		Credit									Compass
	Holdings as		Facility		Fox		Staffmark		Pro Forma			Diversified
	Reported		Expansion*		(as reported)		(as reported)		Adjustments			Holdings
	($ in thousands)
Assets
Current assets:
Cash and cash equivalents	$	6,397	$	145,300	$		$	10,947	$	(145,300	)	$	17,344
Accounts receivable, net		126,398				15,023		54,818					196,239
Inventories		33,238				13,971							47,209
Prepaid expenses and other current assets		17,123				298		13,764					31,185

Total current assets		183,156		145,300		29,292		79,529		(145,300	)		291,977
Property and equipment, net		27,017				4,333		3,247		987			35,584
Goodwill		265,025						64,294		20,920			350,239
Intangible assets, net		209,017						25,540		83,446			318,003
Deferred debt issuance costs		5,249		4,700									9,949
Other non-current assets		18,753				285		939					19,977

Total assets	$	708,217	$	150,000	$	33,910	$	173,549	$	(39,947	)	$	1,025,729

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued expenses	$	97,972	$		$	11,350	$	50,068	$	5,000		$	164,390
Due to related party		524											524
Current portion of debt		26,864				2,387		14,500		9,113			52,864

Total current liabilities		125,360				13,737		64,568		14,113			217,778
Long-term debt				150,000		1,126		69,725		(70,851	)		150,000
Supplemental put obligation		19,167											19,167
Long-term deferred income taxes		67,339											67,339
Other non-current liabilities		19,494						19,469					38,963

Total liabilities		231,360		150,000		14,863		153,762		(56,738	)		493,247
Minority interest		30,393						356		55,269			86,018
Total stockholders’ equity		446,464				19,047		19,431		(38,478	)		446,464

Total liabilities and stockholders’ equity	$	708,217	$	150,000	$	33,910	$	173,549	$	(39,947	)	$	1,025,729


*		Reflects the issuance of term loan notes and the net proceeds received from the issuance of such notes, after deducting related transaction fees and expenses of approximately $4.7 million that were used to partially finance the acquisitions of Fox and Staffmark.

Compass Diversified Holdings

Condensed Combined Pro Forma Balance Sheet
at December 31, 2006
(Unaudited)


												Pro Forma
	Compass											Combined
	Diversified		Credit									Compass
	Holdings as		Facility		Fox		Staffmark		Pro Forma			Diversified
	Reported		Expansion*		(as reported)		(as reported)		Adjustments			Holdings
	($ in thousands)
Assets
Current assets:
Cash and cash equivalents	$	7,006	$	145,300	$	540	$	10,177	$	(145,300	)	$	17,723
Accounts receivable, net		74,899				8,701		61,303					144,903
Inventories		4,756				10,491							15,247
Prepaid expenses and other current assets		7,059				410		9,925					17,394
Current assets of discontinued operations		46,636											46,636

Total current assets		140,356		145,300		20,142		81,405		(145,300	)		241,903
Property and equipment, net		10,858				2,828		3,712		2,493			19,891
Goodwill		159,151						64,295		20,131			243,577
Intangible assets, net		128,890						25,564		83,422			237,876
Deferred debt issuance costs		5,190		4,700									9,890
Other non-current assets		15,894				185		932					17,011
Assets of discontinued operations		65,258											65,258

Total assets	$	525,597	$	150,000	$	23,155	$	175,908	$	(39,254	)	$	835,406

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued expenses	$	52,900	$		$	6,459	$	47,492	$	5,000		$	111,851
Due to related party		469											469
Current portion of debt		87,604				184		11,600		14,216			113,604
Current portion of supplemental put obligation		7,880											7,880
Current liabilities of discontinued operations		14,019											14,019

Total current liabilities		162,872				6,643		59,092		19,216			247,823
Long-term debt				150,000		590		83,572		(84,162	)		150,000
Supplemental put obligation		14,576											14,576
Deferred income taxes		41,337											41,337
Non-current liabilities of discontinued operations		6,634											6,634
Other non-current liabilities		17,336						19,233					36,569

Total liabilities		242,755		150,000		7,233		161,897		(64,946	)		496,939
Minority interest		27,131						357		55,268			82,756
Total stockholders’ equity		255,711				15,922		13,654		(29,576	)		255,711

Total liabilities and stockholders’ equity	$	525,597	$	150,000	$	23,155	$	175,908	$	(39,254	)	$	835,406


*		Reflects the issuance of term loan notes and the net proceeds received from the issuance of such notes, after deducting related transaction fees and expenses of approximately $4.7 million that were used to partially finance the acquisitions of Fox and Staffmark.

Compass Diversified Holdings

Condensed Combined Pro Forma Statement of Operations
for the nine months ended September 30, 2007
(Unaudited)


													Pro Forma
	Compass												Combined
	Diversified												Compass
	Holdings as			Fox			Staffmark			Pro Forma			Diversified
	Reported			(as reported)			(as reported)			Adjustments			Holdings
	(in thousands)
Net Sales	$	629,820		$	75,724		$	434,772		$			$	1,140,316
Cost of Sales		466,037			54,222			360,404			215			880,878

Gross profit		163,783			21,502			74,368			(215	)		259,438
Operating expenses:
Staffing Expense		41,922						41,535						83,457
Selling, general and administrative expense		76,994			14,526			21,648						113,168
Supplemental put expense		4,591												4,591
Fees to Manager		7,477									3,404			10,881
Research and development expense		1,120												1,120
Amortization expense		14,382									7,078			21,460

Operating income (loss)		17,297			6,976			11,185			(10,697	)		24,761
Other income (expense):
Interest income		1,898												1,898
Interest expense		(4,271	)		(86	)		(4,952	)		(7,070	)		(16,379	)
Amortization of debt issuance costs		(861	)								(587	)		(1,448	)
Other income (expense), net		275			34			(24	)					285

Income (loss) from continuing operations before provision for income taxes and minority interest		14,338			6,924			6,209			(18,354	)		9,117
Provision for income taxes		5,699			17			239						5,955
Minority interest		869									248			1,117

Income (loss) from continuing operations	$	7,770		$	6,907		$	5,970		$	(18,602	)	$	2,045


Income from continuing operations per share	$	0.30											$	0.08

Weighted average number of shares outstanding		26,316												26,316

Compass Diversified Holdings

Condensed Combined Pro Forma Statement of Operations
for the year ended December 31, 2006
(Unaudited)


													Pro Forma
	Compass												Combined
	Diversified												Compass
	Holdings as			Fox			Staffmark			Pro Forma			Diversified
	Reported			(as reported)			(as reported)			Adjustments			Holdings
	(in thousands)
Net Sales	$	410,873		$	87,846		$	624,484		$			$	1,123,203
Cost of Sales		311,641			61,792			520,409			436			894,278

Gross profit		99,232			26,054			104,075			(436	)		228,925
Operating expenses:
Staffing Expense		34,345						54,270						88,615
Selling, general and administrative expense		36,732			17,450			29,829						84,011
Supplemental put expense		22,456												22,456
Fees to Manager		4,376									4,538			8,914
Research and development expense		1,806												1,806
Amortization expense		6,774									9,437			16,211

Operating income (loss)		(7,257	)		8,604			19,976			(14,411	)		6,912
Other income (expense):
Interest income		807												807
Interest expense		(6,130	)		(152	)		(6,373	)		(9,657	)		(22,312	)
Amortization of debt issuance costs		(779	)								(783	)		(1,562	)
Loss on debt extinguishment		(8,275	)											(8,275	)
Other income (expense), net		541			58			(2,089	)					(1,490	)

Income (loss) from continuing operations before provision for income taxes and minority interest		(21,093	)		8,510			11,514			(24,851	)		(25,920	)
Provision (benefits) for income taxes		5,298			(29	)		134			1,300			6,703
Minority interest		1,245									332			1,577

Income (loss) from continuing operations	$	(27,636	)	$	8,539		$	11,380		$	(26,483	)	$	(34,200	)


Income (loss) from continuing operations per share	$	(2.18	)										$	(2.70	)

Weighted average number of shares outstanding		12,686												12,686

Notes to Pro Forma Condensed Combined Financial Statements
(Unaudited)

This information in Note 1 provides all of the pro forma adjustments from each line item in the pro forma Condensed Combined Financial Statements. Note 2 describes how the adjustments were derived or calculated. Unless otherwise noted, all amounts are in thousands of dollars ($000).

Note 1. Pro Forma Adjustments


		At			At
		December 31, 2006			September 30, 2007
	*Balance Sheet:*
1.	Cash and cash equivalents
	Revolving credit borrowing to partially fund acquisition of Staffmark	$	26,000	^(a)	$	26,000	^(a)
	Use of cash to fund acquisitions of Fox and Staffmark		(171,300	)^(b)		(171,300	)^(b)

		$	(145,300	)	$	(145,300	)


2.	Property and equipment, net
	Fox	$	2,493	^(c)	$	987	^(c)


3.	Goodwill
	Fox	$	18,636	^(c)	$	14,278	^(c)
	Staffmark		1,495	^(d)		6,642	^(d)

		$	20,131		$	20,920


4.	Intangible assets, net
	Fox	$	57,300	^(c)	$	57,300	^(c)
	Staffmark		26,122	^(d)		26,146	^(d)

		$	83,422		$	83,446


5.	Accrued expenses
	Staffmark	$	5,000	^(d)	$	5,000	^(d)


6.	Current portion of debt
	Compass Diversified Holdings	$	26,000	^(a)	$	26,000	^(a)
	Fox		(184	)^(c)		(2,387	)^(c)
	Staffmark		(11,600	)^(d)		(14,500	)^(d)

		$	14,216		$	9,113


7.	Long-term debt
	Fox	$	(590	)^(c)	$	(1,126	)^(c)
	Staffmark		(83,572	)^(d)		(69,725	)^(d)

		$	(84,162	)	$	(70,851	)


8.	Minority interest
	Fox	$	7,725	^(c)	$	7,725	^(c)
	Staffmark		47,543	^(d)		47,544	^(d)

		$	55,268		$	55,269


9.	Total stockholders’ equity
	Fox	$	(15,922	) ^(c)	$	(19,047	) ^(c)
	Staffmark		(13,654	)^(d)		(19,431	)^(d)

		$	(29,576	)	$	(38,478	)

Statement of Operations:


		Year Ended			Nine Months
					Ended
		December 31, 2006				September 30, 2007
1.	Amortization expense
	Fox	$	5,084	^A(1)	$	3,813	^A(1)
	Staffmark		4,353	^{B (1)}		3,265	^{B (1)}

		$	9,437		$	7,078


2.	Depreciation expense
	Fox	$	436	^A(2)	$	215	^A(2)


3.	Interest expense
	Staffmark	$	(6,373	) ^B(2)	$	(4,952	)^B(2)
	Compass Diversified Holdings		16,030	^D		12,022	^D

		$	9,657		$	7,070


4.	Fees to manager
	Compass Diversified Holdings	$	4,538	^C	$	3,404	^C


5.	Amortization of debt issuance cost
	Compass Diversified Holdings	$	783	^G	$	587	^G


6.	Income tax expense
	Staffmark	$	1,300	^E	$	—	^E


7	Minority interest
	Compass Diversified Holdings	$	332	^F	$	248	^F

Note 2. Pro Forma Adjustments by Business

As a further illustration, we have grouped the pro forma adjustments detailed in Note 1 to the Pro Forma Condensed Financial Statements by each business to show the combine effect of the pro forma adjustments on each business.

Balance Sheet


	At			At
	December 31, 2006			September 30, 2007
a. Reflects borrowings from the revolving credit facility to partially fund the Staffmark acquisition:
Cash	$	26,000		$	26,000
Current portion of debt		(26,000	)		(26,000	)

	$	—		$	—


b. Reflect the use of cash for the acquisitions of Fox and Staffmark:
Fox– see note c	$	(87,400	)	$	(87,400	)
Staffmark – see note d		(83,900	)		(83,900	)

	$	(171,300	)	$	(171,300	)

c. Fox Acquisition

The following information represents the pro forma adjustments made by us in Note 1 to reflect our acquisition of a 76.0% equity interest in and loans to Fox for a total cash investment of approximately $87.4 million. This investment of $87.4 million at December 31, 2006 was assigned to assets of $101.5 million, current liabilities of $6.4 million consisting of the historical carrying values for accounts payable and accrued expenses and $7.7 million to minority interest. The asset allocation represents $20.2 million of current assets valued at their historical carrying values, property and equipment of $5.4 million valued through a preliminary asset appraisal, $57.3 million of intangible assets and $18.6 million of goodwill representing the excess of the purchase price over identifiable assets.

This investment of $87.4 million at September 30, 2007 was assigned to assets of $106.4 million, current liabilities of $11.3 million consisting of the historical carrying values for accounts payable and accrued expenses and $7.7 million to minority interest. The asset allocation represents $29.3 million of current assets valued at their historical carrying values, property and equipment of $5.4 million valued through a preliminary purchase asset appraisal, $57.3 million of intangible assets and $14.4 million of goodwill representing the excess of the purchase price over identifiable assets

The preliminary intangible asset values at both December 31, 2006 and September 30, 2007 consist principally of customer relationships valued at $11.5 million, trade names valued at $13.3 million and core technology valued at $32.5 million.

The customer relationships were valued at $11.5 million using an excess earnings methodology, in which an asset is valuable to the extent that the asset enables its owner to earn a return in excess of the required returns on and of the other assets utilized in the business. Customer relationships were analyzed separately for the OEM and after market segments of the business.

The trade names were valued at $13.3 million using a royalty savings methodology, in which an asset is valuable to the extent that ownership of the asset relieves the company from the obligation of paying royalties for the benefits generated by the asset. The key assumptions in this analysis were a royalty rate equal to 1.5% of sales, a royalty sales base equal to 100% of Fox’s total sales, a risk-adjusted discount rate of 13.5%, and an indefinite remaining useful life.

The core technology was valued at $32.5 million using a royalty savings methodology, in which an asset is valuable to the extent that ownership of the asset relieves the company from the obligation of paying royalties for the benefits generated by the asset. The key assumptions in this analysis were a royalty rate equal to 6.5% of sales, an initial royalty sales base equal to 100% of Fox’s total sales, an obsolescence factor (reflecting the rate at which the utility of the core technology degrades relative to time) of 6.7% per annum, a risk-adjusted discount rate of 13.5%, and a remaining useful life of 8 years.

The value assigned to minority interest was derived from the equity value contributed by the minority holders at the time of acquisition.

Reflects (1) purchase accounting adjustments to reflect Fox’s assets acquired and liabilities assumed at their estimated fair values, (2) redemption of existing debt of Fox and (3) elimination of Fox’s historical shareholders’ equity:


	At			At
	December 31, 2006			September 30, 2007
Property and equipment	$	2,493		$	987
Goodwill		18,636			14,278
Intangible assets		57,300			57,300
Current portion of long-term debt		184			2,387
Long-term debt		590			1,126
Establishment of minority interest		(7,725	)		(7,725	)
Elimination of historical shareholders’ equity		15,922			19,047

Cash used to fund acquisition	$	87,400		$	87,400

d. Staffmark Acquisition

The following information represents the pro forma adjustments made by us in Note 1 to reflect the acquisition by our subsidiary CBS Personnel Holdings, Inc (“CBS”) to acquire Staffmark for a total cash investment of approximately $83.9 million. This investment of $83.9 million at December 31, 2006 was assigned to assets of $203.6 million, current liabilities of $52.5 million consisting largely of the historical carrying values for accounts payable and accrued expenses, $19.3 million of other non current liabilities consisting primarily of workers’ compensation reserves and $47.9 million to minority interest. The asset allocation represents $81.4 million of current assets valued at their historical carrying values, property and equipment of $3.7 million valued through a preliminary asset appraisal, $51.7 million of intangible assets, $0.9 million of other assets and $65.8 million of goodwill representing the excess of the purchase price over identifiable assets.

This investment of $83.9 million at September 30, 2007 was assigned to assets of $206.4 million, current liabilities of $55.1 million consisting of the historical carrying values for accounts payable and accrued expenses, $19.5 million of other non current liabilities consisting primarily of workers’ compensation reserves and $47.9 million to minority interest. The asset allocation represents $79.5 million of current assets valued at their historical carrying values, property and equipment of $3.2 million valued through a preliminary purchase asset appraisal, $51.7 million of intangible assets, $0.9 million of other assets and $71.0 million of goodwill representing the excess of the purchase price over identifiable assets.

The preliminary intangible asset values at both December 31, 2006 and September 30, 2007 consist principally of customer relationships valued at $25.0 million; trademarks valued at $25.6 million and non-compete covenants of $1.1 million.

The customer relationships were valued at $25.0 million using an excess earnings methodology, in which an asset is valuable to the extent that the asset enables its owner to earn a return in excess of the required returns on and of the other assets utilized in the business. Customer relationships were analyzed separately for the retail, transportation, output solutions and executive search segments of the business.

The trade names were valued at $25.0 million using a royalty savings methodology, in which an asset is valuable to the extent that ownership of the asset relieves the company from the obligation of paying royalties for the benefits generated by the asset. The key assumptions in this analysis were a royalty rate equal to 0.8% of sales, a royalty sales base equal to 100% of Staffmark’s total sales, a risk-adjusted discount rate of 15.2% and a remaining useful life of 15 years.

The non-compete agreements were valued in aggregate (for two Staffmark executives) at $1.1 million.

The value assigned to minority interest was derived from the equity value of the shares of CBS issued to the minority holders at the time of acquisition.

Reflects (1) purchase accounting adjustments to reflect Staffmark’s assets acquired and liabilities assumed at their estimated fair values, (2) redemption of existing debt of Staffmark and (3) elimination of Staffmark’s historical shareholders’ equity:


	At			At
	December 31, 2006			September 30, 2007
Goodwill	$	1,495		$	6,642
Intangible assets		26,122			26,146
Accrued expenses		(5,000	)		(5,000	)
Current portion of long-term debt		11,600			14,500
Long-term debt		83,572			69,725
Elimination of historical minority interest		357			356
Establishment of minority interest		(47,900	)		(47,900	)
Elimination of historical shareholders’ equity		13,654			19,431

Cash used to fund acquisition	$	83,900		$	83,900

Statement of Operations:


					Nine Months
			Year Ended		Ended
			December 31,		September 30,
			2006		2007
A.		The following entries represent the pro forma adjustments made by us in Note 1 to reflect the effect of our acquisition of Fox upon the results of their operations for the year ended December 31, 2006 and for nine months ended September 30, 2007 as if we had acquired Fox on January 1, 2006:

	1.	Additional amortization expense of intangible assets resulting from the acquisition of Fox:

		Customer relationship – OEM of $7,700 which will be amortized over 12 years	$	642	$	482
		Customer relationship – after market of $3,800 which will be amortized over 10 years		380		285
		Core technology of $32,500 which will be amortized over 8 years		4,062		3,046

		Total	$	5,084	$	3,813


	2.	Additional depreciation expense resulting from the acquisition of Fox	$	436	$	215


B.		The following entries represent the pro forma adjustments made by us in Note 1 to reflect the effect of our acquisition of Staffmark upon the results of their operations for the year ended December 31, 2006 and for the nine months ended September 30, 2007 as if we had acquired Staffmark on January 1, 2006:

	1.	Additional amortization expense of intangible assets resulting from the acquisition of Staffmark:

		Customer relationships retail of $13,820 which will be amortized over 8 years	$	1,728	$	1,296
		Customer relationships - - transportation of $4,920 which will be amortized over 20 years		246		184
		Customer relationships – output solutions of $5,860 which will be amortized over 20 years		293		220
		Customer relationship – executive search of $380 which will be amortized over 20 years		19		14

		Total	$	2,286	$	1,174


						Nine Months
			Year Ended			Ended
			December 31,			September 30,
			2006			2007
		Trademarks of $25,630 which will be amortized over 15 years	$	1,709		$	1,282


		Non-compete agreement of $1,075 which will be amortized over 3 years	$	358		$	269


		Total amortization	$	4,353		$	3,265


	2.	Reduction of interest expense with respect to debt redeemed in connection with acquisition of Staffmark	$	(6,373	)	$	(4,952	)


C.		Adjustment to record the additional estimated management fee expense pursuant to the Management Services Agreement to be incurred in connection with the acquisition of Fox and Staffmark

		Net purchase price of Fox	$	87,400		$	87,400
		Net purchase price of Staffmark		83,900			83,900
		Minority interest of Fox		7,725			7,725
		Minority Interest of Staffmark		47,900			47,900

		Additional net assets		226,925			226,925
		Management fee %		2.0	%		1.5	%

			$	4,538		$	3,404


D.		Adjustment to record interest expense:

		Interest expense on $150 million term loan at an assumed 8.5% interest rate	$	12,750		$	9,562
		Interest expense on $26 million of revolving borrowings at an assumed 8.0% interest rate		2,080			1,560
		Letter of credit fee and other		1,200			900

			$	16,030		$	12,022


E.		Adjustment to record tax expense:

		Tax expense on pro forma net income applicable to Staffmark due to change in structure from a limited liability company to a corporation	$	1,300		$	—


F.		Adjustment to record the minority interest in net income:

		The adjustment for minority interest was calculated by applying the minority ownership percentage for Fox and Staffmark to the net income applicable to the minority interest holders	$	332		$	248


G.		Adjustment to record amortization of debt issuance cost:

		$4.7 million of debt issuance cost to be amortized over 6 years	$	783		$	587

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