Exhibit 99.2
Unaudited Pro Forma Combined Statements of Operations for the year
ended June 30, 2001 and for the six-month period ended December 31, 2001.
On December 4, 2001, Neoware completed its acquisition of substantially
all the assets and certain of the liabilities of Telcom Assistance Center
Corporation, a/k/a Activ-e Solutions, a Delaware corporation ("TACC"), in
accordance with the Asset Purchase Agreement, dated November 27, 2001, between
Neoware and TACC (the "Purchase Agreement"). The assets acquired consisted
principally of contract rights, accounts receivable and personal property used
in the business of providing managed and professional services, training and
products to create server-based computing solutions. Neoware intends to continue
to use the assets for similar purposes. Neoware also assumed liabilities which
consisted principally of bank debt, trade payables and accrued expenses.
Pursuant to the Asset Purchase Agreement, Neoware paid $75,000 in cash, funded
with cash on hand, plus 619,101 shares of Neoware's common stock, of which
100,000 shares are being held in an escrow account for 120 days from the date of
the closing to satisfy indemnification claims and certain liabilities. Up to an
additional 100,000 shares were to be issued upon the satisfaction of certain
conditions. The amount and type of consideration was determined on the basis of
arm's length negotiations between Neoware and TACC.
The following presents certain unaudited pro forma combined financial
statements of Neoware which were prepared as if the acquisition took place on
July 1, 2000. The financial statements give pro forma effect to the shares
issued and cash paid in connection with the acquisition. No pro forma balance
sheet is included since a balance sheet reflecting the impact of the acquisition
was filed by Neoware in its Form 10-Q for the quarter ended December 31, 2001.
The unaudited pro forma financial statements are provided for
illustrative purposes only, and are not necessarily indicative of the operating
results that would have occurred if these transactions had been consummated at
the beginning of the periods indicated, nor are they necessarily indicative of
any future operating results or financial position. The unaudited pro forma
financial statements do not include any adjustments related to any profit
improvements or potential costs savings which may result from the transaction.
The unaudited pro forma combined financial statements reflect
preliminary estimates of the allocation of the purchase price that may be
adjusted. Management does not expect such adjustments to be material.
NEOWARE SYSTEMS, INC.
UNAUDITED PROFORMA COMBINED STATEMENTS OF OPERATIONS
Six Months Ended December 31, 2001
(a)
Neoware ACTIV-e Proforma
Systems, Inc Solutions Adjustments Combined
------------ --------- ----------- --------
Net Revenues $11,859,862 $ 2,222,490 $ $14,082,352
Cost of revenues 6,800,843 1,613,079 8,413,922
----------- ----------- ----------- -----------
Gross profit 5,059,019 609,411 -- 5,668,430
OPERATING EXPENSES:
Sales & marketing 2,525,354 325,538 2,850,892
Research and development 674,851 -- 674,851
General and administrative 1,184,274 405,084 1,589,358
----------- ----------- ----------- -----------
Operating expenses 4,384,479 730,622 -- 5,115,101
Operating income (loss) 674,540 (121,211) -- 553,329
Interest income (expense), net 195,701 (49,681) 146,020
----------- ----------- ----------- -----------
Net Income (loss) $ 870,241 $ (170,892) $ -- $ 699,349
=========== =========== =========== ===========
Basic EPS $ 0.08 $ 0.06
=========== ===========
Diluted EPS $ 0.08 $ 0.06
=========== ===========
Weighted average number of
shares in basic earnings per
share computation 10,279,762 619,101(c) 10,898,863
=========== =========== ===========
Weighted average number of
shares in diluted earnings per
share computation 10,742,097 619,101(c) 11,361,198
=========== =========== ===========
(a) For the period July 1, 2001 through the acquisition date of December 4,
2001.
(b) The excess purchase price over the net assets acquired has been allocated
on a preliminary basis to goodwill. In accordance with SFAS No. 142,
"Goodwill and Other Intangible Assets", goodwill is no longer amortized. As
such, the Company has not recorded a proforma adjustment for amortization
of intangible asets.
(c) Represents the effect of the issuance of shares in connection with the
acquisition.
NEOWARE SYSTEMS, INC.
UNAUDITED PROFORMA COMBINED STATEMENTS OF OPERATIONS
Year Ended June 30, 2001
(a)
Neoware ACTIV-e Proforma
Systems, Inc Solutions Adjustments Combined
------------ --------- ----------- -----------
Net Revenues $ 17,654,825 $6,449,094 $ $ 24,103,919
Cost of revenues 11,692,775 4,969,527 16,662,302
------------ ---------- ----------- -------------
Gross profit 5,962,050 1,479,567 - 7,441,617
OPERATING EXPENSES:
Sales & marketing 3,058,008 916,869 3,974,877
Research and development 955,386 - 955,386
General and administrative 2,171,280 1,091,790 3,263,070
Acquisition Costs 245,839 - 245,839
------------ ---------- ----------- --------------
Operating expenses 6,430,513 2,008,659 - 8,439,172
Operating income (loss) (468,463) (529,092) - (997,555)
Loss on investment (812,000) - (812,000)
Interest income (expense), net 771,695 (123,189) 648,506
------------ ------------ ----------- --------------
Net Income (loss) $ (508,768) $ (652,281) $ - $ (1,161,049)
============ ========== =========== ==============
Basic EPS ($0.05) ($0.11)
============ ==============
Diluted EPS ($0.05) ($0.11)
============ ==============
Weighted average number of
shares in basic earnings per
share computation 10,275,745 619,101(c) 10,894,846
============ =========== ==============
Weighted average number of
shares in diluted earnings per
share computation 10,275,745 619,101(c) 10,894,846
=========== =========== ==============
(a) For the period July 1, 2000 through June 30, 2001.
(b) The excess purchase price over the net assets acquired has been allocated
on a preliminary basis to goodwill. In accordance with SFAS No. 142,
"Goodwill and Other Intangible Assets", goodwill is no longer amortized. As
such, the Company has not recorded a proforma adjustment for amortization
of intangible asets.
(c) Represents the effect of the issuance of shares in connection with the
acquisition.