Exhibit 99.1
The following unaudited pro forma consolidated financial information is presented to illustrate the effect of ModusLink Global Solution, Inc.’s (the “Company”) January 11, 2013 sale of substantially all of the assets of Tech for Less LLC (“TFL”) on its financial position and operating results. The unaudited pro forma consolidated balance sheet as of October 31, 2012 is based on the historical consolidated financial statements of the Company as of October 31, 2012 after giving effect to the transaction as if it had occurred on October 31, 2012. The unaudited pro forma consolidated statements of operations for the three months ended October 31, 2012 and 2011 and the fiscal years ended July 31, 2012, 2011 and 2010, are based on the historical consolidated financial statements of the Company for such periods after giving effect to the transaction as if it had occurred at the beginning of the earliest period presented. The unaudited pro forma consolidated financial information should be read in conjunction with the Company’s historical consolidated financial statements and notes contained in the Company’s 2012 Annual Report on Form 10-K, filed on January 11, 2013, and Quarterly Report on Form 10-Q for the quarter ended October 31, 2012 filed on January 11, 2013.
The preparation of the unaudited pro forma consolidated financial information is based on consolidated financial statements prepared in accordance with accounting principles generally accepted in the United Stated of America. These principles require the use of estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from those estimates.
The unaudited pro forma consolidated financial information is provided for illustrative purposes only and does not represent what the actual results of operations or the financial position of the Company would have been had the transactions occurred on the respective dates assumed, nor is it indicative of the Company’s future operating results or financial position. The pro-forma adjustments reflected in the accompanying unaudited pro forma consolidated financial information reflect estimates and assumptions that the Company’s management believes to be reasonable.
MODUSLINK GLOBAL SOLUTIONS, INC. AND SUBSIDIARIES
Pro-Forma Consolidated Balance Sheet (Unaudited)
As of October 31, 2012
(In thousands)
| | | | | | | | | | | | |
| | October 31, 2012 As Reported | | | TFL Pro-Forma Adjustments | | | Pro-Forma | |
ASSETS | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 58,355 | | | $ | 1,550 | (1) | | $ | 59,905 | |
Available-for-sale securities | | | 130 | | | | — | | | | 130 | |
Accounts receivable, trade, net | | | 164,707 | | | | — | | | | 164,707 | |
Inventories, net | | | 89,793 | | | | (974 | ) (2) | | | 88,819 | |
Prepaid and other current assets | | | 10,323 | | | | (64 | ) (2) | | | 10,259 | |
| | | | | | | | | | | | |
Total current assets | | | 323,308 | | | | 512 | | | | 323,820 | |
| | | | | | | | | | | | |
Property and equipment, net | | | 39,951 | | | | (41 | ) (3) | | | 39,910 | |
Investments in affiliates | | | 11,080 | | | | — | | | | 11,080 | |
Goodwill | | | 3,058 | | | | — | | | | 3,058 | |
Intangible assets, net | | | 2,612 | | | | — | | | | 2,612 | |
Other assets | | | 6,686 | | | | — | | | | 6,686 | |
| | | | | | | | | | | | |
| | $ | 386,695 | | | $ | 471 | | | $ | 387,166 | |
| | | | | | | | | | | | |
| | | |
LIABILITIES AND STOCKHOLDER’S EQUITY | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | |
Current installments of obligations under capital leases | | $ | 93 | | | $ | — | | | $ | 93 | |
Accounts payable | | | 141,630 | | | | — | | | | 141,630 | |
Current portion of accrued restructuring | | | 1,751 | | | | — | | | | 1,751 | |
Accrued income taxes | | | 335 | | | | — | | | | 335 | |
Accrued expenses | | | 46,074 | | | | 224 | (4) | | | 46,298 | |
Other current liabilities | | | 26,542 | | | | — | | | | 26,542 | |
Current liabilities of discontinued operations | | | 1,393 | | | | — | | | | 1,393 | |
| | | | | | | | | | | | |
Total current liabilities | | | 217,818 | | | | 224 | | | | 218,042 | |
| | | | | | | | | | | | |
Long-term portion of accrued restructuring | | | — | | | | — | | | | — | |
Obligations under capital leases, less current installments | | | 72 | | | | — | | | | 72 | |
Other long-term liabilities | | | 10,627 | | | | — | | | | 10,627 | |
Non-current liabilities of discontinued operations | | | 101 | | | | — | | | | 101 | |
| | | | | | | | | | | | |
Total liabilities | | | 228,618 | | | | 224 | | | | 228,842 | |
| | | | | | | | | | | | |
Stockholder’s equity: | | | | | | | | | | | | |
Common stock | | | 438 | | | | — | | | | 438 | |
Additional paid-in capital | | | 7,390,375 | | | | — | | | | 7,390,375 | |
Accumulated deficit | | | (7,247,435 | ) | | | 247 | (5) | | | (7,247,188 | ) |
Accumulated other comprehensive income | | | 14,699 | | | | — | | | | 14,699 | |
| | | | | | | | | | | | |
Total stockholder’s equity | | | 158,077 | | | | 247 | | | | 158,324 | |
| | | | | | | | | | | | |
Total liabilities and stockholder’s equity | | $ | 386,695 | | | $ | 471 | | | $ | 387,166 | |
| | | | | | | | | | | | |
(1) | To adjust cash for the estimated receipt of net proceeds from the sale of TFL. |
(2) | To eliminate direct assets included in the sale of TFL. |
(3) | To eliminate assets sold and the write-off of leashold improvements associated with TFL not included in the sale of the business. |
(4) | To recognize severance and other costs associated with the disposition. |
(5) | Includes approximately $0.2M on gain from sale of TFL |
MODUSLINK GLOBAL SOLUTIONS, INC. AND SUBSIDIARIES
Pro-Forma Consolidated Statement Of Operations (Unaudited)
For the three month period ended October 31, 2012
(In thousands, except per share data)
| | | | | | | | | | | | |
| | October 31, 2012 As Reported | | | TFL Pro-Forma Adjustments (1) | | | Pro-Forma | |
Net revenue | | $ | 200,656 | | | $ | (3,605 | ) | | $ | 197,051 | |
Cost of revenue | | | 181,973 | | | | (3,546 | ) | | | 178,427 | |
| | | | | | | | | | | | |
Gross profit | | | 18,683 | | | | (59 | ) | | | 18,624 | |
| | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | |
Selling, general and administrative | | | 25,024 | | | | (883 | ) | | | 24,141 | |
Amortization of intangible assets | | | 285 | | | | — | | | | 285 | |
Impairment of goodwill & intangible assets | | | — | | | | — | | | | — | |
Restructuring, net | | | 1,479 | | | | (9 | ) | | | 1,470 | |
| | | | | | | | | | | | |
Total operating expenses | | | 26,788 | | | | (892 | ) | | | 25,896 | |
| | | | | | | | | | | | |
Operating income (loss) | | | (8,105 | ) | | | 833 | | | | (7,272 | ) |
| | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | |
Interest income | | | 78 | | | | — | | | | 78 | |
Interest expense | | | (99 | ) | | | — | | | | (99 | ) |
Other gains (losses) | | | (1,319 | ) | | | (2 | ) | | | (1,321 | ) |
Equity in losses of affiliates and impairments | | | (310 | ) | | | — | | | | (310 | ) |
| | | | | | | | | | | | |
Total other income (expense) | | | (1,650 | ) | | | (2 | ) | | | (1,652 | ) |
| | | | | | | | | | | | |
Income (loss) from continuing operations before taxes | | | (9,755 | ) | | | 831 | | | | (8,924 | ) |
Income tax expense (benefit) | | | 909 | | | | — | | | | 909 | |
| | | | | | | | | | | | |
Income (loss) from continuing operations | | | (10,664 | ) | | | 831 | | | | (9,833 | ) |
Income (loss) from discontinued operations, net of tax | | | 4 | | | | — | | | | 4 | |
| | | | | | | | | | | | |
Net Income (loss) | | $ | (10,660 | ) | | $ | 831 | | | $ | (9,829 | ) |
| | | | | | | | | | | | |
Basic and diluted earnings (loss) per share: | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | (0.24 | ) | | | | | | $ | (0.23 | ) |
Income (loss) from discontinued operations | | $ | — | | | | | | | $ | — | |
| | | | | | | | | | | | |
Net income (loss) | | $ | (0.24 | ) | | | | | | $ | (0.23 | ) |
| | | | | | | | | | | | |
Shares used in computing basic earnings per share | | | 43,589 | | | | | | | | 43,589 | |
| | | | | | | | | | | | |
Shares used in computing diluted earnings per share | | | 43,589 | | | | | | | | 43,589 | |
| | | | | | | | | | | | |
(1) | To eliminate the revenues and direct operating expenses for TFL. |
MODUSLINK GLOBAL SOLUTIONS, INC. AND SUBSIDIARIES
Pro-Forma Consolidated Statement Of Operations (Unaudited)
For the three month period ended October 31, 2011
(In thousands, except per share data)
| | | | | | | | | | | | |
| | October 31, 2011 As Reported | | | TFL Pro-Forma Adjustments (1) | | | Pro-Forma | |
Net revenue | | $ | 205,908 | | | $ | (8,079 | ) | | $ | 197,829 | |
Cost of revenue | | | 180,437 | | | | (8,379 | ) | | | 172,058 | |
| | | | | | | | | | | | |
Gross profit | | | 25,471 | | | | 300 | | | | 25,171 | |
| | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | |
Selling, general and administrative | | | 22,198 | | | | (1,048 | ) | | | 21,150 | |
Amortization of intangible assets | | | 332 | | | | (47 | ) | | | 285 | |
Impairment of goodwill & intangible assets | | | — | | | | — | | | | — | |
Restructuring, net | | | 755 | | | | — | | | | 755 | |
| | | | | | | | | | | | |
Total operating expenses | | | 23,285 | | | | (1,095 | ) | | | 22,190 | |
| | | | | | | | | | | | |
Operating income (loss) | | | 2,186 | | | | 1,395 | | | | 3,581 | |
| | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | |
Interest income | | | 122 | | | | — | | | | 122 | |
Interest expense | | | (90 | ) | | | — | | | | (90 | ) |
Other gains (losses) | | | 1,225 | | | | 2 | | | | 1,227 | |
Equity in losses of affiliates and impairments | | | (427 | ) | | | — | | | | (427 | ) |
| | | | | | | | | | | | |
Total other income (expense) | | | 830 | | | | 2 | | | | 830 | |
| | | | | | | | | | | | |
Income (loss) from continuing operations before taxes | | | 3,016 | | | | 1,397 | | | | 4,413 | |
Income tax expense (benefit) | | | 1,871 | | | | — | | | | 1,871 | |
| | | | | | | | | | | | |
Income (loss) from continuing operations | | | 1,145 | | | | 1,397 | | | | 2,542 | |
Income (loss) from discontinued operations, net of tax | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
Net Income (loss) | | $ | 1,145 | | | $ | 1,397 | | | $ | 2,542 | |
| | | | | | | | | | | | |
Basic and diluted earnings (loss) per share: | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 0.03 | | | | | | | $ | 0.06 | |
Income (loss) from discontinued operations | | $ | — | | | | | | | $ | — | |
| | | | | | | | | | | | |
Net income (loss) | | $ | 0.03 | | | | | | | $ | 0.06 | |
| | | | | | | | | | | | |
Shares used in computing basic earnings per share | | | 43,315 | | | | | | | | 43,315 | |
| | | | | | | | | | | | |
Shares used in computing diluted earnings per share | | | 43,318 | | | | | | | | 43,318 | |
| | | | | | | | | | | | |
(1) | To eliminate the revenues and direct operating expenses for TFL. |
MODUSLINK GLOBAL SOLUTIONS, INC. AND SUBSIDIARIES
Pro-Forma Consolidated Statement Of Operations (Unaudited)
For the twelve month period ended July 31, 2012
(In thousands, except per share data)
| | | | | | | | | | | | |
| | July 31, 2012 As Reported | | | TFL Pro-Forma Adjustments (1) | | | Pro-Forma | |
Net revenue | | $ | 739,891 | | | $ | (25,944 | ) | | $ | 713,947 | |
Cost of revenue | | | 675,579 | | | | (30,191 | ) | | | 645,388 | |
| | | | | | | | | | | | |
Gross profit | | | 64,312 | | | | 4,247 | | | | 68,559 | |
| | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | |
Selling, general and administrative | | | 99,409 | | | | (4,672 | ) | | | 94,737 | |
Amortization of intangible assets | | | 1,279 | | | | (140 | ) | | | 1,139 | |
Impairment of goodwill & intangible assets | | | 2,062 | | | | (934 | ) | | | 1,128 | |
Restructuring, net | | | 7,455 | | | | (1,039 | ) | | | 6,416 | |
| | | | | | | | | | | | |
Total operating expenses | | | 110,205 | | | | (6,785 | ) | | | 103,420 | |
| | | | | | | | | | | | |
Operating income (loss) | | | (45,893 | ) | | | 11,032 | | | | (34,861 | ) |
| | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | |
Interest income | | | 380 | | | | — | | | | 380 | |
Interest expense | | | (373 | ) | | | — | | | | (373 | ) |
Other gains (losses) | | | 14,431 | | | | (41 | ) | | | 14,390 | |
Equity in losses of affiliates and impairments | | | (4,109 | ) | | | — | | | | (4,109 | ) |
| | | | | | | | | | | | |
Total other income (expense) | | | 10,329 | | | | (41 | ) | | | 10,288 | |
| | | | | | | | | | | | |
Income (loss) from continuing operations before taxes | | | (35,564 | ) | | | 10,991 | | | | (24,573 | ) |
Income tax expense (benefit) | | | 3,035 | | | | — | | | | 3,035 | |
| | | | | | | | | | | | |
Income (loss) from continuing operations | | | (38,599 | ) | | | 10,991 | | | | (27,608 | ) |
Income (loss) from discontinued operations, net of tax | | | 491 | | | | — | | | | 491 | |
| | | | | | | | | | | | |
Net Income (loss) | | $ | (38,108 | ) | | $ | 10,991 | | | $ | (27,117 | ) |
| | | | | | | | | | | | |
Basic and diluted earnings (loss) per share: | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | (0.88 | ) | | | | | | $ | (0.63 | ) |
Income (loss) from discontinued operations | | $ | 0.01 | | | | | | | $ | 0.01 | |
| | | | | | | | | | | | |
Net income (loss) | | $ | (0.87 | ) | | | | | | $ | (0.62 | ) |
| | | | | | | | | | | | |
Shares used in computing basic earnings per share | | | 43,565 | | | | | | | | 43,565 | |
| | | | | | | | | | | | |
Shares used in computing diluted earnings per share | | | 43,565 | | | | | | | | 43,565 | |
| | | | | | | | | | | | |
(1) | To eliminate the revenues and direct operating expenses for TFL. |
MODUSLINK GLOBAL SOLUTIONS, INC. AND SUBSIDIARIES
Pro-Forma Consolidated Statement Of Operations (Unaudited)
For the twelve month period ended July 31, 2011
(In thousands, except per share data)
| | | | | | | | | | | | |
| | July 31, 2011 As Reported | | | TFL Pro-Forma Adjustments (1) | | | Pro-Forma | |
Net revenue | | $ | 873,748 | | | $ | (29,471 | ) | | $ | 844,277 | |
Cost of revenue | | | 792,809 | | | | (29,148 | ) | | | 763,661 | |
| | | | | | | | | | | | |
Gross profit | | | 80,939 | | | | (323 | ) | | | 80,616 | |
| | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | |
Selling, general and administrative | | | 85,187 | | | | (4,477 | ) | | | 80,710 | |
Amortization of intangible assets | | | 5,457 | | | | — | | | | 5,457 | |
Impairment of goodwill & intangible assets | | | 27,166 | | | | (11,984 | ) | | | 15,182 | |
Restructuring, net | | | 795 | | | | — | | | | 795 | |
| | | | | | | | | | | | |
Total operating expenses | | | 118,605 | | | | (16,461 | ) | | | 102,144 | |
| | | | | | | | | | | | |
Operating income (loss) | | | (37,666 | ) | | | 16,138 | | | | (21,528 | ) |
| | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | |
Interest income | | | 238 | | | | — | | | | 238 | |
Interest expense | | | (462 | ) | | | — | | | | (462 | ) |
Other gains (losses) | | | 8,882 | | | | 10 | | | | 8,892 | |
Equity in losses of affiliates and impairments | | | (4,308 | ) | | | — | | | | (4,308 | ) |
| | | | | | | | | | | | |
Total other income (expense) | | | 4,350 | | | | 10 | | | | 4,360 | |
| | | | | | | | | | | | |
Income (loss) from continuing operations before taxes | | | (33,316 | ) | | | 16,148 | | | | (17,168 | ) |
Income tax expense (benefit) | | | 819 | | | | — | | | | 819 | |
| | | | | | | | | | | | |
Income (loss) from continuing operations | | | (34,135 | ) | | | 16,148 | | | | (17,987 | ) |
Income (loss) from discontinued operations, net of tax | | | (330 | ) | | | — | | | | (330 | ) |
| | | | | | | | | | | | |
Net Income (loss) | | $ | (34,465 | ) | | $ | 16,148 | | | $ | (18,317 | ) |
| | | | | | | | | | | | |
Basic and diluted earnings (loss) per share: | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | (0.79 | ) | | | | | | $ | (0.42 | ) |
Income (loss) from discontinued operations | | $ | (0.01 | ) | | | | | | $ | — | |
| | | | | | | | | | | | |
Net income (loss) | | $ | (0.80 | ) | | | | | | $ | (0.42 | ) |
| | | | | | | | | | | | |
Shares used in computing basic earnings per share | | | 43,294 | | | | | | | | 43,294 | |
| | | | | | | | | | | | |
Shares used in computing diluted earnings per share | | | 43,294 | | | | | | | | 43,294 | |
| | | | | | | | | | | | |
(1) | To eliminate the revenues and direct operating expenses for TFL. |
MODUSLINK GLOBAL SOLUTIONS, INC. AND SUBSIDIARIES
Pro-Forma Consolidated Statement Of Operations (Unaudited)
For the twelve month period ended July 31, 2010
(In thousands, except per share data)
| | | | | | | | | | | | |
| | July 31, 2010 As Reported | | | TFL Pro-Forma Adjustments (1) | | | Pro-Forma | |
Net revenue | | $ | 918,445 | | | $ | (23,712 | ) | | $ | 894,733 | |
Cost of revenue | | | 807,416 | | | | (20,437 | ) | | | 786,979 | |
| | | | | | | | | | | | |
Gross profit | | | 111,029 | | | | (3,275 | ) | | | 107,754 | |
| | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | |
Selling, general and administrative | | | 92,855 | | | | (4,501 | ) | | | 88,354 | |
Amortization of intangible assets | | | 6,308 | | | | (11,018 | ) | | | (4,710 | ) |
Impairment of goodwill & intangible assets | | | 25,800 | | | | — | | | | 25,800 | |
Restructuring, net | | | (965 | ) | | | — | | | | (965 | ) |
| | | | | | | | | | | | |
Total operating expenses | | | 123,998 | | | | (15,519 | ) | | | 108,479 | |
| | | | | | | | | | | | |
Operating income (loss) | | | (12,969 | ) | | | 12,244 | | | | (725 | ) |
| | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | |
Interest income | | | 298 | | | | — | | | | 298 | |
Interest expense | | | (573 | ) | | | — | | | | (573 | ) |
Other gains (losses) | | | (988 | ) | | | — | | | | (988 | ) |
Equity in losses of affiliates and impairments | | | (2,129 | ) | | | — | | | | (2,129 | ) |
| | | | | | | | | | | | |
Total other income (expense) | | | (3,392 | ) | | | — | | | | (3,392 | ) |
| | | | | | | | | | | | |
Income (loss) from continuing operations before taxes | | | (16,361 | ) | | | 12,244 | | | | (4,117 | ) |
Income tax expense (benefit) | | | 5,162 | | | | — | | | | 5,162 | |
| | | | | | | | | | | | |
Income (loss) from continuing operations | | | (21,523 | ) | | | 12,244 | | | | (9,279 | ) |
Income (loss) from discontinued operations, net of tax | | | (2,318 | ) | | | — | | | | (2,318 | ) |
| | | | | | | | | | | | |
Net Income (loss) | | $ | (23,841 | ) | | $ | 12,244 | | | $ | (11,597 | ) |
| | | | | | | | | | | | |
Basic and diluted earnings (loss) per share: | | | | | | | | | | | | |
Income (loss) from continuing operations | | $ | (0.49 | ) | | | | | | $ | (0.21 | ) |
Income (loss) from discontinued operations | | $ | (0.05 | ) | | | | | | $ | (0.05 | ) |
| | | | | | | | | | | | |
Net income (loss) | | $ | (0.54 | ) | | | | | | $ | (0.26 | ) |
| | | | | | | | | | | | |
Shares used in computing basic earnings per share | | | 44,104 | | | | | | | | 44,104 | |
| | | | | | | | | | | | |
Shares used in computing diluted earnings per share | | | 44,104 | | | | | | | | 44,104 | |
| | | | | | | | | | | | |
(1) | To eliminate the revenues and direct operating expenses for TFL. |