EXHIBIT 99.1
Information Services Group, Inc.
Quarterly Unaudited Pro Forma Condensed Combined Statement of Income
(in thousands, except share and per share data)
| | 2007 | |
| | Q1 | | Q2 | | Q3 | | Q4 | | FY | |
| | | | | | | | | | | |
Revenue | | $ | 43,368 | | $ | 42,199 | | $ | 43,936 | | $ | 43,149 | | $ | 172,652 | |
Operating expenses | | | | | | | | | | | |
Direct costs and expenses for advisors | | 26,283 | | 24,858 | | 26,324 | | 26,149 | | 103,614 | |
Selling, general and administrative | | 13,611 | | 12,542 | | 11,370 | | 11,804 | | 49,327 | |
Depreciation | | 297 | | 351 | | 323 | | 428 | | 1,399 | |
Amortization | | 1,828 | | 2,212 | | 2,212 | | 1,975 | | 8,227 | |
Operating income | | 1,349 | | 2,236 | | 3,707 | | 2,793 | | 10,085 | |
Interest income | | 339 | | 327 | | 329 | | 444 | | 1,439 | |
Interest expense | | (2,060 | ) | (2,047 | ) | (2,040 | ) | (2,553 | ) | (8,700 | ) |
Foreign currency gains | | 23 | | 197 | | 135 | | 64 | | 419 | |
| | | | | | | | | | | |
Income (loss) before taxes | | (349 | ) | 713 | | 2,131 | | 748 | | 3,243 | |
Income tax (provision) benefit | | 166 | | (561 | ) | (628 | ) | (274 | ) | (1,297 | ) |
Net income (loss) | | $ | (183 | ) | $ | 152 | | $ | 1,503 | | $ | 474 | | $ | 1,946 | |
| | | | | | | | | | | |
Weighted average shares outstanding: | | | | | | | | | | | |
Basic | | 39,217 | | 39,217 | | 39,217 | | 36,602 | | 38,556 | |
Diluted | | 39,217 | | 47,314 | | 47,516 | | 42,804 | | 46,106 | |
| | | | | | | | | | | |
Net income (loss) per share: | | | | | | | | | | | |
Basic | | $ | (0.00 | ) | $ | 0.00 | | $ | 0.04 | | $ | 0.01 | | $ | 0.05 | |
Diluted | | $ | (0.00 | ) | $ | 0.00 | | $ | 0.03 | | $ | 0.01 | | $ | 0.04 | |
| | | | | | | | | | | |
EBITDA(1) | | $ | 3,497 | | $ | 4,996 | | $ | 6,377 | | $ | 5,260 | | $ | 20,130 | |
Less: | | | | | | | | | | | |
Income taxes | | (166 | ) | 561 | | 628 | | 274 | | 1,297 | |
Interest expense (net of interest income) | | 1,721 | | 1,720 | | 1,711 | | 2,109 | | 7,261 | |
Depreciation and amortization | | 2,125 | | 2,563 | | 2,535 | | 2,403 | | 9,626 | |
Net income (loss) | | $ | (183 | ) | $ | 152 | | $ | 1,503 | | $ | 474 | | $ | 1,946 | |
Plus: | | | | | | | | | | | |
Amortization | | 1,828 | | 2,212 | | 2,212 | | 1,975 | | 8,227 | |
Non-cash stock compensation | | — | | — | | — | | 170 | | 170 | |
Cash Earnings | | $ | 1,645 | | $ | 2,364 | | $ | 3,715 | | $ | 2,619 | | $ | 10,343 | |
| | | | | | | | | | | |
Cash Earnings Per Share: | | | | | | | | | | | |
Basic | | $ | 0.04 | | $ | 0.06 | | $ | 0.09 | | $ | 0.07 | | $ | 0.27 | |
Diluted | | $ | 0.04 | | $ | 0.05 | | $ | 0.08 | | $ | 0.06 | | $ | 0.22 | |
(1) EBITDA is defined as earnings before interest, taxes, depreciation, and amortization
4
Information Services Group, Inc.
Unaudited Pro Forma Condensed Combined Statement of Income
For the Quarter Ended March 31, 2007
(in thousands, except share and per share data)
| | | | | | Pro-Forma | | | |
| | ISG | | TPI | | Adjustments | | Combined | |
| | | | | | | | | |
Revenue | | $ | — | | $ | 43,368 | | | | $ | 43,368 | |
Operating expenses | | | | | | | | | |
Direct costs and expenses for advisors | | — | | 26,283 | | | | | 26,283 | |
Selling, general and administrative | | 212 | | 14,099 | | (700 | ) | (A) | 13,611 | |
Depreciation | | 2 | | 295 | | | | | 297 | |
Amortization | | — | | 225 | | (225 | ) | (B) | 1,828 | |
| | | | | | 1,828 | | (B) | | |
Operating income (loss) | | (214 | ) | 2,466 | | (903 | ) | | 1,349 | |
Interest income | | 1,958 | | 76 | | (1,955 | ) | (C) | 339 | |
| | | | | | 260 | | (D) | | |
Interest expense | | (3 | ) | (844 | ) | 844 | | (E) | (2,060 | ) |
| | | | | | (1,914 | ) | (F) | | |
| | | | | | (143 | ) | (G) | | |
Foreign currency gains | | — | | 23 | | | | | 23 | |
| | | | | | | | | | |
Income (loss) before taxes | | 1,741 | | 1,721 | | (3,811 | ) | | (349 | ) |
Income tax (provision) benefit | | (680 | ) | (678 | ) | 1,524 | | (H) | 166 | |
Net income (loss) | | $ | 1,061 | | $ | 1,043 | | $ | (2,287 | ) | | $ | (183 | ) |
| | | | | | | | | |
Weighted average shares outstanding: | | | | | | | | | |
Basic | | | | | | | | 39,217 | |
Diluted | | | | | | | | 39,217 | |
| | | | | | | | | |
Net loss per share: | | | | | | | | | |
Basic | | | | | | | | $ | (0.00 | ) |
Diluted | | | | | | | | $ | (0.00 | ) |
| | | | | | | | | |
Earnings before interest, taxes, depreciation, and amortization (EBITDA) | | | | $ | 3,497 | |
Less: | | | | | | | | | |
Income taxes | | | | | | | | (166 | ) |
Interest expense (net of interest income) | | | | | | | | 1,721 | |
Depreciation and amortization | | | | | | | | 2,125 | |
Net loss | | | | | | | | $ | (183 | ) |
Plus: | | | | | | | | | |
Amortization | | | | | | | | 1,828 | |
Non-cash stock compensation | | | | | | | | — | |
Cash Earnings | | | | | | | | $ | 1,645 | |
| | | | | | | | | |
Cash Earnings Per Share: | | | | | | | | | |
Basic | | | | | | | | $ | 0.04 | |
Diluted | | | | | | | | $ | 0.04 | |
| | | | | | | | | | | | | | |
Notes:
(A) - | Adjustment to eliminate salaries and benefits associated with executives who were severed or whose salaries were reduced in connection with the acquisition |
(B) - | Actual amortization for three months of new intangibles, net of intangible amortization prior to the acquisition |
(C) - | Reduction of interest income earned on trust account |
(D) - | Interest on ISG residual cash |
(E) - | Eliminate interest expense on debt not assumed |
(F) - | Adjust interest to actual rate for the first three months |
(G) - | Amortization of actual debt issue costs for the first three months |
(H) - | Adjust income taxes due to pro forma income adjustments based on the statutory tax rate |
5
Information Services Group, Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Quarter Ended June 30, 2007
(in thousands, except share and per share data)
| | | | | | Pro-Forma | | | |
| | ISG | | TPI | | Adjustments | | Combined | |
| | | | | | | | | |
Revenue | | $ | — | | $ | 42,199 | | | | $ | 42,199 | |
Operating expenses | | | | | | | | | |
Direct costs and expenses for advisors | | — | | 24,858 | | | | | 24,858 | |
Selling, general and administrative | | 327 | | 12,812 | | (597 | ) | (A) | 12,542 | |
Depreciation | | 3 | | 348 | | | | | 351 | |
Amortization | | — | | 219 | | (219 | ) | (B) | 2,212 | |
| | | | | | 2,212 | | (B) | | |
Operating income (loss) | | (330 | ) | 3,962 | | (1,396 | ) | | 2,236 | |
Interest income | | 3,297 | | 51 | | (3,281 | ) | (C) | 327 | |
| | | | | | 260 | | (D) | | |
Interest expense | | — | | (965 | ) | 965 | | (E) | (2,047 | ) |
| | | | | | (1,909 | ) | (F) | | |
| | | | | | (138 | ) | (G) | | |
Foreign currency gains | | — | | 197 | | | | | 197 | |
| | | | | | | | | | |
Income (loss) before taxes | | 2,967 | | 3,245 | | (5,499 | ) | | 713 | |
Income tax (provision) benefit | | (1,367 | ) | (1,394 | ) | 2,200 | | (H) | (561 | ) |
Net income (loss) | | $ | 1,600 | | $ | 1,851 | | $ | (3,299 | ) | | $ | 152 | |
| | | | | | | | | |
Weighted average shares outstanding: | | | | | | | | | |
Basic | | | | | | | | 39,217 | |
Diluted | | | | | | | | 47,314 | |
| | | | | | | | | |
Net income per share: | | | | | | | | | |
Basic | | | | | | | | $ | 0.00 | |
Diluted | | | | | | | | $ | 0.00 | |
| | | | | | | | | |
Earnings before interest, taxes, depreciation, and amortization (EBITDA) | | | | $ | 4,996 | |
Less: | | | | | | | | | |
Income taxes | | | | | | | | 561 | |
Interest expense (net of interest income) | | | | | | | | 1,720 | |
Depreciation and amortization | | | | | | | | 2,563 | |
Net income | | | | | | | | $ | 152 | |
Plus: | | | | | | | | | |
Amortization | | | | | | | | 2,212 | |
Non-cash stock compensation | | | | | | | | — | |
Cash Earnings | | | | | | | | $ | 2,364 | |
| | | | | | | | | |
Cash Earnings Per Share: | | | | | | | | | |
Basic | | | | | | | | $ | 0.06 | |
Diluted | | | | | | | | $ | 0.05 | |
| | | | | | | | | | | | | | |
Notes:
(A) - | Adjustment to eliminate salaries and benefits associated with executives who were severed or whose salaries were reduced in connection with the acquisition |
(B) - | Actual amortization for three months of new intangibles, net of intangible amortization prior to the acquisition |
(C) - | Reduction of interest income earned on trust account |
(D) - | Interest on ISG residual cash |
(E) - | Eliminate interest expense on debt not assumed |
(F) - | Adjust interest to actual rate for the first three months |
(G) - | Amortization of actual debt issue costs for the first three months |
(H) - | Adjust income taxes due to pro forma income adjustments based on the statutory tax rate |
6
Information Services Group, Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Quarter Ended September 30, 2007
(in thousands, except share and per share data)
| | | | | | Pro-Forma | | | |
| | ISG | | TPI | | Adjustments | | Combined | |
| | | | | | | | | |
Revenue | | $ | — | | $ | 43,936 | | | | $ | 43,936 | |
Operating expenses | | | | | | | | | |
Direct costs and expenses for advisors | | — | | 26,324 | | | | | 26,324 | |
Selling, general and administrative | | 236 | | 11,731 | | (597 | ) | (A) | 11,370 | |
Depreciation | | 2 | | 321 | | | | | 323 | |
Amortization | | — | | 208 | | (208 | ) | (B) | 2,212 | |
| | | | | | 2,212 | | (B) | | |
Operating income (loss) | | (238 | ) | 5,352 | | (1,407 | ) | | 3,707 | |
Interest income | | 3,394 | | 52 | | (3,377 | ) | (C) | 329 | |
| | | | | | 260 | | (D) | | |
Interest expense | | — | | (932 | ) | 932 | | (E) | (2,040 | ) |
| | | | | | (1,905 | ) | (F) | | |
| | | | | | (135 | ) | (G) | | |
Foreign currency gains | | — | | 135 | | | | | 135 | |
| | | | | | | | | | |
Income (loss) before taxes | | 3,156 | | 4,607 | | (5,632 | ) | | 2,131 | |
Income tax (provision) benefit | | (987 | ) | (1,894 | ) | 2,253 | | (H) | (628 | ) |
Net income (loss) | | $ | 2,169 | | $ | 2,713 | | $ | (3,379 | ) | | $ | 1,503 | |
| | | | | | | | | |
Weighted average shares outstanding: | | | | | | | | 39,217 | |
Basic | | | | | | | | 47,516 | |
Diluted | | | | | | | | | |
| | | | | | | | | |
Net income per share: | | | | | | | | | |
Basic | | | | | | | | $ | 0.04 | |
Diluted | | | | | | | | $ | 0.03 | |
| | | | | | | | | |
Earnings before interest, taxes, depreciation, and amortization (EBITDA) | | | | $ | 6,377 | |
Less: | | | | | | | | | |
Income taxes | | | | | | | | 628 | |
Interest expense (net of interest income) | | | | | | | | 1,711 | |
Depreciation and amortization | | | | | | | | 2,535 | |
Net income | | | | | | | | $ | 1,503 | |
Plus: | | | | | | | | | |
Amortization | | | | | | | | 2,212 | |
Non-cash stock compensation | | | | | | | | — | |
Cash Earnings | | | | | | | | $ | 3,715 | |
| | | | | | | | | |
Cash Earnings Per Share: | | | | | | | | | |
Basic | | | | | | | | $ | 0.09 | |
Diluted | | | | | | | | $ | 0.08 | |
| | | | | | | | | | | | | | |
Notes:
(A) - | Adjustment to eliminate salaries and benefits associated with executives who were severed or whose salaries were reduced in connection with the acquisition |
(B) - | Actual amortization for three months of new intangibles, net of intangible amortization prior to the acquisition |
(C) - | Reduction of interest income earned on trust account |
(D) - | Interest on ISG residual cash |
(E) - | Eliminate interest expense on debt not assumed |
(F) - | Adjust interest to actual rate for the first three months |
(G) - | Amortization of actual debt issue costs for the first three months |
(H) - | Adjust income taxes due to pro forma income adjustments based on the statutory tax rate |
7
Information Services Group, Inc.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Quarter Ended December 31, 2007
(in thousands, except share and per share data)
| | | | | | Pro-Forma | | | | |
| | ISG | | TPI | | Adjustments | | | Combined | |
| | | | | | | | | | |
Revenue | | $ | 18,901 | | $ | 24,248 | | | | | $ | 43,149 | |
Operating expenses | | | | | | | | | | |
Direct costs and expenses for advisors | | 12,246 | | 13,903 | | | | | 26,149 | |
Selling, general and administrative | | 6,634 | | 6,645 | | (596 | ) | (A) | 11,804 | |
| | | | | | (297 | ) | (B) | | |
| | | | | | (582 | ) | (C) | | |
Profit share program | | — | | 58,175 | | (58,175 | ) | (D) | — | |
Depreciation | | 181 | | 247 | | | | | 428 | |
Amortization | | 722 | | 106 | | (106 | ) | (E) | 1,975 | |
| | | | | | 1,253 | | (E) | | |
Operating income (loss) | | (882 | ) | (54,828 | ) | 58,503 | | | 2,793 | |
Interest income | | 1,804 | | 25 | | (1,805 | ) | (F) | 444 | |
| | | | | | 420 | | (F) | | |
Interest expense | | (1,171 | ) | (459 | ) | 459 | | (G) | (2,553 | ) |
| | | | | | (1,299 | ) | (H) | | |
| | | | | | (83 | ) | (I) | | |
Foreign currency gains/(losses) | | 84 | | (20 | ) | | | | 64 | |
| | | | | | | | | | |
Income (loss) before taxes | | (165 | ) | (55,282 | ) | 56,195 | | | 748 | |
Income tax (provision) benefit | | (67 | ) | (982 | ) | 775 | | (J) | (274 | ) |
Net income (loss) | | $ | (232 | ) | $ | (56,264 | ) | $ | 56,970 | | | $ | 474 | |
| | | | | | | | | | |
Weighted average shares outstanding: | | | | | | | | | | |
Basic | | | | | | | | | 36,602 | |
Diluted | | | | | | | | | 42,804 | |
| | | | | | | | | | |
Net income per share: | | | | | | | | | | |
Basic | | | | | | | | | $ | 0.01 | |
Diluted | | | | | | | | | $ | 0.01 | |
| | | | | | | | | | |
Earnings before interest, taxes, depreciation, and amortization (EBITDA) | | | | | $ | 5,260 | |
Less: | | | | | | | | | | |
Income taxes | | | | | | | | | 274 | |
Interest expense (net of interest income) | | | | | | | | | 2,109 | |
Depreciation and amortization | | | | | | | | | 2,403 | |
Net income | | | | | | | | | $ | 474 | |
Plus: | | | | | | | | | | |
Amortization | | | | | | | | | 1,975 | |
Non-cash stock compensation | | | | | | | | | 170 | |
Cash Earnings | | | | | | | | | $ | 2,619 | |
| | | | | | | | | | |
Cash Earnings Per Share: | | | | | | | | | | |
Basic | | | | | | | | | $ | 0.07 | |
Diluted | | | | | | | | | $ | 0.06 | |
| | | | | | | | | | | | | | |
Notes:
(A) - | Elimination of salaries and benefits associated with executives who were severed or whose salaries were reduced in connection with the acquisition |
(B) - | Elimination of transaction bonuses associated with the acquisition |
(C) - | Elimination of transaction costs incurred by TPI in connection with the acquisition |
(D) - | Non-cash compensation expense related to vesting of Management Share Units and A2 Profit Participation Shares upon the change of control of TPI |
(E) - | Amortization of new intangibiles, net of prior intangible amortization |
(F) - | Elimination of interest income from cash used in the acquisition of TPI |
(G) - | Elimination of interest expense related to prior TPI debt |
(H) - | Interest expense for year two in connection with the financing for the acquisition |
(I) - | Amortization related to $2.968 million of financing costs |
(J) - | Adjustment of tax provision based on statutory rates |
8
Information Services Group, Inc.
Unaudited Pro Forma Condensed Combined Statement of Income
For the Year Ended December 31, 2007
(in thousands, except share and per share data)
| | | | | | Pro-Forma | | | | |
| | ISG | | TPI | | Adjustments | | | Combined | |
| | | | | | | | | | |
Revenue | | $ | 18,901 | | $ | 153,751 | | $ | — | | | $ | 172,652 | |
Operating expenses | | | | | | | | | | |
Direct costs and expenses for advisors | | 12,246 | | 91,368 | | — | | | 103,614 | |
Selling, general and administrative | | 7,409 | | 45,287 | | (2,490 | ) | (A) | 49,327 | |
| | | | | | (297 | ) | (B) | | |
| | | | | | (582 | ) | (C) | | |
Profit share program | | — | | 58,175 | | (58,175 | ) | (D) | — | |
Depreciation | | 188 | | 1,211 | | — | | | 1,399 | |
Amortization | | 722 | | 758 | | (758 | ) | (E) | 8,227 | |
| | | | | | 7,505 | | (E) | | |
Operating income (loss) | | (1,664 | ) | (43,048 | ) | 54,797 | | | 10,085 | |
Interest income | | 10,453 | | 204 | | (10,418 | ) | (F) | 1,439 | |
| | | | | | 1,200 | | (F) | | |
Interest expense | | (1,174 | ) | (3,200 | ) | 3,200 | | (G) | (8,700 | ) |
| | | | | | (7,027 | ) | (H) | | |
| | | | | | (499 | ) | (I) | | |
Foreign currency gains | | 84 | | 335 | | — | | | 419 | |
| | | | | | | | | | |
Income (loss) before taxes | | 7,699 | | (45,709 | ) | 41,253 | | | 3,243 | |
Income tax (provision) benefit | | (3,101 | ) | (4,948 | ) | 6,752 | | (J) | (1,297 | ) |
Net income (loss) | | $ | 4,598 | | $ | (50,657 | ) | $ | 48,005 | | | $ | 1,946 | |
| | | | | | | | | | |
Weighted average shares outstanding: | | | | | | | | | | |
Basic | | | | | | | | | 38,556 | |
Diluted | | | | | | | | (K) | 46,106 | |
| | | | | | | | | | |
Net income per share: | | | | | | | | | | |
Basic | | | | | | | | | $ | 0.05 | |
Diluted | | | | | | | | | $ | 0.04 | |
| | | | | | | | | | |
Earnings before interest, taxes, depreciation, and amortization (EBITDA) | | | | | $ | 20,130 | |
Less: | | | | | | | | | | |
Income taxes | | | | | | | | | 1,297 | |
Interest expense (net of interest income) | | | | | | | | | 7,261 | |
Depreciation and amortization | | | | | | | | | 9,626 | |
Net income | | | | | | | | | $ | 1,946 | |
Plus: | | | | | | | | | | |
Amortization | | | | | | | | | 8,227 | |
Non-cash stock compensation | | | | | | | | | 170 | |
Cash Earnings | | | | | | | | | $ | 10,343 | |
| | | | | | | | | | |
Cash Earnings Per Share: | | | | | | | | | | |
Basic | | | | | | | | | $ | 0.27 | |
Diluted | | | | | | | | | $ | 0.22 | |
Notes:
(A) - | Elimination of salaries and benefits associated with executives who were severed or whose salaries were reduced in connection with the acquisition |
(B) - | Elimination of transaction bonuses associated with the acquisition |
(C) - | Elimination of transaction costs incurred by TPI in connection with the acquisition |
(D) - | Non-cash compensation expense related to vesting of Management Share Units and A2 Profit Participation Shares upon the change of control of TPI |
(E) - | Amortization of new intangibiles, net of intangible amortization prior to the acquisition |
(F) - | Elimination of interest income from cash used in the acquisition of TPI |
(G) - | Elimination of interest expense related to TPI debt prior to the acquisition |
(H) - | Interest expense in connection with the financing for the acquisition |
(I) - | Amortization related to $2.968 million of financing costs |
(J) - | Adjustment of tax provision based on statutory rates |
(K) - | The dilutive impact of 7.5 million warrants has been included as of January 1, 2007, although these warrants were not contingently exercisable until January 31, 2008. |
9