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EXHIBIT 99.3
LEARN2 CORPORATION
UNAUDITED PRO FORMA COMBINED CONDENSED
STATEMENT OF OPERATIONS
The following unaudited pro forma combined condensed statements of
operations have been prepared to give effect to the merger of Learn2
Corporation (formerly known as E-Stamp Corporation) (the "Registrant") and
Learn2.com, Inc. ("Learn2.com") using the purchase method of accounting. For
purposes of the pro forma data, the Registrant's consolidated statement of
operations for the nine-months ended September 30, 2001 has been combined
with Learn2.com's consolidated statements of operations for the period from
January 1, 2001 to September 25, 2001 (merger date), as if the merger had
occurred on January 1, 2001 and the Registrant's consolidated statement of
operations for the year ended December 31, 2000 has been combined with
Learn2's consolidated statement of operations for the year ended December 31,
2000, as if the merger had occurred on January 1, 2000.
The unaudited pro forma combined condensed statements of operations are
presented for illustrative purposes only and are not necessarily indicative
of the results of operations that would have actually been reported had the
merger occurred as of the beginning of the period, nor are necessarily
indicative of the future results of operations. The unaudited pro forma
combined condensed financial statements include adjustments, which are based
upon preliminary estimates, to reflect the allocation of purchase
consideration to the acquired assets and liabilities of Learn2.com. These
estimates are subject to change.
This unaudited pro forma combined condensed statements of operations
are based upon the respective historical consolidated financial statements of
the Registrant and Learn2.com and should be read in conjunction with the
historical consolidated financial statements of the Registrant and Learn2.com
and related notes and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained in the reports and other
information the Registrant and Learn2.com have on file with the Securities
and Exchange Commission.
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LEARN2 CORPORATION
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2001
UNAUDITED
(IN THOUSANDS)
<Table>
<Caption>
Learn2 Pro Forma Pro Forma
Corporation Learn2.com Adjustments Combined
----------- ---------- ----------- --------
Net revenues $ 351 $ 13,184 $ -- $ 13,535
Cost of revenues 87 3,133 -- 3,220
-------- -------- -------- --------
Gross profit 264 10,051 -- 10,315
Operating expenses:
Research and development 39 2,301 -- 2,340
Sales and marketing 109 5,912 -- 6,021
General and administrative 6,008 4,424 -- 10,432
Depreciation and amortization 142 3,407 (1,060)(a) 2,032
(457)(b)
Non-recurring costs 2,493 381 -- 2,874
-------- -------- -------- --------
Total operating expenses 8,791 16,425 (1,517) 23,699
-------- -------- -------- --------
Operating loss (8,527) (6,374) 1,517 (13,384)
--
Interest income 713 179 -- 892
Interest expense (73) (1,578) 1,578(c) (73)
Other income (expenses), net 4 (129) -- (125)
Non-cash interest expense related to beneficial
conversion feature associated with convertible
debenture -- (9,000) 9,000(d) --
-------- -------- -------- --------
Net loss from continuing operations (7,883) (16,902) 12,095 (12,690)
Net loss from discontinued operations (11,554) -- -- (11,554)
-------- -------- -------- --------
Net loss attributable to common stockholders $(19,437) $(16,902) $ 12,095 $(24,244)
======== ======== ======== ========
Basic and diluted loss per common share
Continuing operations $ (0.20) $ (0.32) $ (0.17)
======== ======== ========
Discontinued operations $ (0.30) $ -- $ (0.15)
======== ======== ========
Net loss available to common stockholders $ (0.50) $ (0.32) $ (0.32)
======== ======== ========
Weighted average basic and diluted common
shares outstanding 38,620 52,882 76,462(e)
======== ======== ========
</Table>
The accompanying notes are an integral part of these unaudited pro forma
combined condensed consolidated financial statements.
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LEARN2 CORPORATION
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2000
UNAUDITED
(IN THOUSANDS)
<Table>
<Caption>
Learn2
Corporation Learn2.com Pro Forma Pro Forma
Historical Historical Adjustments Combined
---------- ---------- ----------- ---------
Net revenues $ -- $ 22,070 $ -- $ 22,070
Cost of revenues -- 6,380 -- 6,380
--------- --------- --------- ---------
Gross profit -- 15,690 -- 15,690
Operating expenses:
Research and development -- 6,891 -- 6,891
Sales and marketing -- 12,146 -- 12,146
General and administrative 8,230 9,920 -- 18,150
Depreciation and amortization -- 6,060 (1,324)(f) 1,132
(3,604)(g)
Restructuring and non-recurring costs -- 641 -- 641
Impairment of goodwill and other intangible assets -- 17,883 (17,883)(h) --
--------- --------- --------- ---------
Total operating expenses 8,230 53,541 (22,811) 38,960
--------- --------- --------- ---------
Operating loss (8,230) (37,851) 22,811 (23,270)
Interest income 3,982 632 -- 4,614
Interest expense (178) (994) 755 (i) (417)
Other income (expenses), net -- 223 -- 223
--------- --------- --------- ---------
Net loss from continuing operations (4,426) (37,990) 23,566 (18,850)
--------- --------- --------- ---------
Net loss from discontinued operations (108,400) -- -- (108,400)
--------- --------- --------- ---------
Net loss attributable to common stockholders $(112,826) $ (37,990) $ 23,566 $(127,250)
========= ========= ========= =========
Basic and diluted loss per common share
Continuing operations $ (0.12) $ (0.72) $ (0.25)
========= ========= =========
Discontinued operations $ (2.92) $ -- $ (1.45)
========= ========= =========
Net loss available to common stockholders $ (3.04) $ (0.72) $ (1.70)
========= ========= =========
Weighted average basic and diluted common shares outstanding 37,144 52,702 74,954 (j)
========= ========= =========
</Table>
The accompanying notes are an integral part of these unaudited pro forma
combined condensed consolidated financial statements.
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LEARN2 CORPORATION
PRO FORMA INCOME STATEMENT
NOTES TO THE UNAUDITED PRO FORMA
COMBINED CONDENSED FINANCIAL STATEMENTS
(IN THOUSANDS)
Basis Of Pro Forma Presentation
On September 25, 2001, the Registrant finalized the acquisition of
Learn2.com. Under the terms of the Agreement and Plan of Merger, dated April 19,
2001, the Registrant issued approximately 37.7 million shares of its common
stock. Each share of Learn2.com common stock outstanding immediately prior to
the completion of the merger automatically converted into the right to receive
0.4747 shares of common stock of the Registrant, resulting in the stockholders
of the Registrant immediately prior to the consummation of the merger owning
approximately 50.1% of the outstanding stock of the combined company. The former
stockholders of Learn2.com, including Learn2.com's $10.0 million convertible
debenture holder, received approximately 49.9% of the combined company. The
transaction was accounted for using the purchase method of accounting.
The unaudited pro forma combined condensed statements of operations for
the nine-months ended September 30, 2001 and the year ended December 31, 2000
present the effect of the merger of the Registrant and Learn2.com as if the
merger had occurred on January 1, 2001 and January 1, 2000. No separate
unaudited pro forma combined consolidated balance sheet as of September 30,
2001 is presented as the merger of the Registrant and Learn2.com was
consummated on September 25, 2001 and the merger is already reflected in the
historical balance sheet of the Registrant as of September 30, 2001.
1. Preliminary Purchase Price
The total value of the transaction was approximately $19.7 million
including approximately $6.4 million of assumed liabilities, transaction costs
totaling approximately $5.8 million and a pre-closing payment of $1.0 million to
Learn2.com's $10.0 million convertible debenture holder.
The following table sets forth the calculation of the purchase price (in
thousands):
<Table>
Total Learn2 Corporation shares outstanding prior to the merger 37,842
Learn2 Corporation common stock per share market value at date
the merger was announced $ 0.17
-------
$6,433
Ownership factor from the merger agreement 99.5%
-------
Value of Learn2 Corporation common stock issued in connection with the merger 6,401
Pre-closing payment 1,000
Liabilities assumed 6,433
Transaction costs 5,840
-------
Total $19,674
=======
</Table>
Under the purchase method of accounting, the net purchase price under this
transaction has been allocated to the assets and liabilities of Learn2.com based
on their estimated values at the date of the
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transaction. However, the estimated fair values of the net assets acquired of
Learn2.com at the date of the transaction totaled $27.5 million, which exceeded
the purchase price of $19.7 million, resulting in negative goodwill of
approximately $7.8 million. The negative goodwill has been allocated to reduce
proportionately the long-lived tangible and intangible assets on the basis of
relative fair values.
The following table sets forth the allocation (in thousands):
<Table>
<Caption>
FAIR VALUE
OF ASSETS NEGATIVE ADJUSTED
ACQUIRED GOODWILL FAIR VALUE
-------- -------- ----------
Net current assets ................. $ 4,593 $ -- $ 4,593
Fixed assets ....................... 4,189 (1,437) 2,752
Capitalized software ............... 14,049 (4,818) 9,231
Other identifiable intangible assets 4,494 (1,541) 2,953
Other non-current assets ........... 221 (76) 145
-------- -------- --------
$ 27,546 $ (7,872) $ 19,674
======== ======== ========
</Table>
2. Pro Forma Adjustments
The accompanying unaudited pro forma combined condensed statements of
operations combine the historical results of the Registrant and the
historical results of Learn2.com for the nine months ended September 30, 2001
and the year ended December 31, 2000. The unaudited pro forma combined
condensed consolidated statements of operations have been prepared as if the
merger of the Registrant and Learn2.com was completed as of January 1, 2001
and January 1, 2000 reflect the following pro forma adjustments.
Pro forma adjustments for the nine months ended September 30, 2001
(a) As a result of the purchase accounting allocation, the carrying
values of fixed assets, capitalized software, and intangible assets,
for pro forma purposes, were decreased to their adjusted fair
values, therefore the associated depreciation and amortization
expense related to those assets was reduced by $1.1 million for the
nine months ended September 30, 2001.
(b) To eliminate amortization of Learn2.com historical goodwill totaling
$457,000.
(c) As a result of the elimination of Learn2.com's convertible
debenture, as part of the merger, for pro forma purposes interest
expense was reduced by $1.5 million for the nine months ended
September 30, 2001.
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(d) As a result of the elimination of Learn2.com's convertible
debenture, for pro forma purposes, the non-cash interest expense
related to the beneficial conversion of the reset from $6.00 to
$0.41 was reduced by approximately $9.0 million.
(e) Reflects issuance by the Registrant of approximately 37.7 million
shares of common stock in connection with the merger. Shares used to
calculate unaudited pro forma loss per share exclude the
anti-dilutive effect of the Registrant's Common Stock equivalents
including those assumed in the merger.
Pro forma adjustments for the twelve months ended December 31, 2000.
(f) To eliminate amortization of Learn2 historical goodwill totaling
$1.3 million.
(g) As a result of the purchase accounting allocation, the carrying
values of fixed assets, capitalized software, and intangible assets,
for pro forma purposes, depreciation and amortization expense
related to those assets was reduced by $3.6 million for the year
ended December 31, 2000.
(h) To eliminate the write-off due to the impairment of Learn2 goodwill
and intangibles of $17.9 million.
(i) As a result of the elimination of Learn2's convertible debenture,
as part of the merger, for pro forma purposes interest expense was
reduced by $755,000 for the year ended December 31, 2000.
(j) Reflects issuance by the Registrant of approximately 37.7 million
shares of common stock in connection with the merger. Shares used to
calculate unaudited pro forma loss per share exclude the
anti-dilutive effect of Registrant's Common Stock equivalents
including those assumed in the merger.
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