1
EXHIBIT 99.3
THOMAS GROUP, INC.
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
(Unaudited)
The accompanying pro forma consolidated balance sheet as of June 30, 1995 and
the related pro forma consolidated statements of operations for the year ended
December 31, 1994 and the six months ended June 30, 1995 give effect to the
acquisition of Interlink Technologies, Inc., as described in Note 2, as if this
transaction had occurred as of June 30, 1995, in the case of the pro forma
consolidated balance sheet, and as of January 1, 1994, in the case of the pro
forma consolidated statements of operations.
It should be noted that the fiscal year end of Thomas Group, Inc. is December
31; therefore, Thomas Group, Inc.'s historical information relates to the year
ended December 31, 1994 and the six month period ended June 30, 1995. The
corresponding period for Interlink Technologies, Inc. is also December 31, 1994
and the six month period ended June 30, 1995. The combined statement of
operations data for Interlink Technologies, Inc. for the year ended December
31, 1994 was derived as detailed at Exhibit 99.5.
The pro forma consolidated financial statements have been prepared by
management of Thomas Group, Inc. (the Company) and should be read in
conjunction with the historical consolidated financial statements of the
Company, which have been previously filed and are hereby incorporated by
reference, and the historical financial statements of Interlink Technologies,
Inc., which annual financial statements are included elsewhere in the Form
8-K/A. The pro forma consolidated financial statements are based on certain
assumptions and estimates which are subject to change. These statements do not
purport to be indicative of the financial position or results of operations of
the Company that might have occurred, nor are they indicative of future
results.
2
Exhibit 99.3
THOMAS GROUP, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET - JUNE 30, 1995
(in thousands)
(Unaudited)
ACQUISITION OF INTERLINK
TECHNOLOGIES, INC.
==================================
THOMAS INTERLINK PRO FORMA
GROUP, INC. TECHNOLOGIES, INC. ADJUSTMENTS
Note 1 Note 2 Note 2 PRO FORMA
===============================================================
Cash and cash equivalents $13,469 $ 419 $ (1,919)(a) $11,969
Other current assets 12,781 1,824 (1,818)(a) 12,787
---------------------------------------------------------------
Total Current Assets 26,250 2,243 (3,737) 24,756
Property, plant and equipment 5,982 222 178 (a) 6,382
Other assets 1,533 41 - 1,574
Capitalized software development costs 552 853 18 (a) 1,423
Goodwill - - 199 (a) 199
---------------------------------------------------------------
Total Assets $34,317 $3,359 $ (3,342) $34,334
===============================================================
Current liabilities $ 6,695 $1,613 $ (1,599)(a) $ 6,709
Deferred Revenues - 822 (822)(a) -
Other long-term obligations 1,075 152 (149)(a) 1,078
---------------------------------------------------------------
Total Liabilities 7,770 2,587 (2,570) 7,787
Common stock
Thomas Group, Inc. 58 - - 58
Interlink Technologies, Inc. - 5 (5)(a) -
Class B common stock 3 - - 3
Additional paid-in capital 17,154 767 (767)(a) 17,154
Retained earnings 10,082 - - 10,082
Cumulative translation adjustment 371 - - 371
Treasury stock - Thomas Group, Inc. (1,121) - - (1,121)
---------------------------------------------------------------
Total Stockholders' Equity 26,547 772 (772) 26,547
---------------------------------------------------------------
Total Liabilities and Stockholders' Equity $34,317 $3,359 $ (3,342) $34,334
===============================================================
The accompanying notes are an integral part of this statement.