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EXHIBIT 99.3
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated financial
statements (the "Pro Forma Financial Statements") are derived from historical
financial statements of AmTec and Terremark, and have been prepared to
illustrate the effects of the transactions described below.
The unaudited pro forma condensed balance sheet gives effect to each of
the following transactions as if those transactions had occurred on December 31,
1999; (i) the merger of Terremark and AmTec and (ii) the Building Transactions
of (a) Terremark's sale of Terremark Centre for its estimated net sales price
based on a signed letter of intent and repayment of related debt, including
purchase money notes payable to Vistagreen and (b) Vistagreen's acquisition of a
35% ownership interest in the merged company with proceeds from repayment of the
notes delivered by Terremark to Vistagreen for the purchase of Terremark Centre.
The unaudited pro forma condensed statements of operations for the nine months
ended December 31, 1999 and for the year ended March 31, 1999 give effect to the
merger of Terremark and AmTec as if that transaction had occurred on April 1,
1999 and 1998, respectively. The unaudited pro forma condensed consolidated
statements of operations for the nine months ended December 31, 1999 and for the
year ended March 31, 1999 also give effect to the following Vistagreen
transactions as if those transactions had occurred on April 1, 1999 and 1998,
respectively; (a) Terremark's acquisition of Terremark Centre for its purchase
price, (b) Terremark's resale of Terremark Centre for its estimated net sales
price based on a signed letter of intent and repayment of all related debt and
(c) Vistagreen's acquisition of a 35% ownership interest in the merged company.
The foregoing transactions are referred to as the Building Transactions in these
pro forma financial statements.
The pro forma financial statements are unaudited and do not purport to
be indicative of the actual results of operations or financial position that
would have been reported had such events actually occurred on the dates
specified, nor do they purport to be indicative of AmTec's future results or
position. No estimates of future cost savings related to among other things,
administrative consolidations and other efficiencies have been reflected in
these pro forma financial statements. The pro forma financial statements,
including the notes thereto, should be read in conjunction with the audited
historical financial statements thereto, of Terremark and AmTec appearing
elsewhere in this document.
The merger transaction will result in Terremark receiving a majority of
the combined company's voting common stock. Accordingly, the merger will be
treated as a reverse acquisition for accounting purposes, with Terremark as the
acquirer. After the merger is effective, comparative historical information of
the combined company will be that of Terremark.
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1999
(DOLLARS IN THOUSANDS)
TERREMARK AMTEC MERGER MERGED BUILDING COMPANY
HISTORICAL HISTORICAL ADJUSTMENTS (A) COMPANY TRANSACTIONS (B) PRO FORMA
-------------- --------------- --------------- --------- ---------------- ----------
ASSETS
Real estate inventories, net $ 5,317 $ -- $ -- $ 5,317 $ -- $ 5,317
Cash and cash equivalents 1,390 630 -- 2,020 27,746 29,766
Restricted cash 281 -- -- 281 (263) 18
Investment in unconsolidated
subsidiaries -- 2,439 -- 2,439 -- 2,439
Investment in affiliate -- 632 -- 632 -- 632
Real estate held for sale 55,850 -- -- 55,850 (55,850) --
Deposit on real estate 500 -- -- 500 -- 500
Accounts receivable 1,075 -- -- 1,075 (183) 892
Notes receivable 1,717 575 (1,125) 1,167 -- 1,167
Property, plant and equipment 369 62 431 -- 431
Goodwill -- -- 47,803 47,803 -- 47,803
Other assets 1,749 109 -- 1,858 (1,026) 832
--------- --------- --------- --------- --------- ---------
Total assets $ 68,248 $ 4,447 $ 46,678 $ 119,373 $ (29,576) $ 89,797
========= ========= ========= ========= ========= =========
LIABILITIES AND STOCKHOLDERS'
EQUITY
LIABILITIES:
Notes payable $ 60,518 $ 1,125 $ (1,125) $ 60,518 $ (55,414) $ 5,104
Trade payable and other
liabilities 3,415 594 2,000 6,009 (1,778) 4,231
Interest payable 752 25 -- 777 (149) 628
Customer deposits 514 -- -- 514 (333) 181
--------- --------- --------- --------- --------- ---------
Total liabilities 65,199 1,744 875 67,818 (57,674) 10,144
--------- --------- --------- --------- --------- ---------
STOCKHOLDERS' EQUITY:
Preferred stock 4,177 -- (4,177) -- -- --
Common stock 11 36 67 114 69 183
Paid in capital 8,013 38,267 13,830 60,110 28,029 88,140
Retained deficit (9,152) (36,082) 36,082 (9,152) -- (9,152)
Warrants -- 482 -- 482 -- 482
--------- --------- --------- --------- --------- ---------
3,049 2,703 45,803 51,555 28,098 79,653
--------- --------- --------- --------- --------- ---------
Total liabilities and
stockholders' equity $ 68,248 $ 4,447 $ 46,678 $ 119,373 $ (29,576) $ 89,797
========= ========= ========= ========= ========= =========
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NOTES TO UNAUDITED PRO FORMA BALANCE SHEET AS OF DECEMBER 31, 1999
(a) Merger adjustments include estimated adjustments necessary under the
purchase method of accounting, with Terremark treated as the acquirer,
including $2.0 million in estimated offering costs in connection with
the transaction. Merger adjustments also include the elimination of
$1.125 million loaned by Terremark to AmTec. The goodwill adjustment
amount reflects the excess purchase price over the estimated fair
value of AmTec's identifiable assets and liabilities . The goodwill
calculation assumes a purchase price of $50.5 million based upon the
market capitalization of AmTec, using an average closing price of
AmTec's ordinary shares over a seven day period commencing three days
before November 9, the date the proposed merger was announced. The
calculated purchase price per share of $.9911 is for accounting
purposes only and is not indicative of the price at which AmTec's
shares will trade immediately before the consummation of the merger or
the value of AmTec's shares to be received by shareholders of
Terremark or Vistagreen in connection with the merger.
(b) Building Transactions represent Terremark's sale of Terremark Centre for
its net estimated sales price based on a signed letter of intent and
repayment of all related debt. Building Transactions also include
Vistagreen's acquisition of 35% of the combined company for $28.1 million
(the anticipated proceeds from liquidation of $27.1 million in promissory
notes held by Vistagreen plus $1.0 million in minimum interest due under
the notes.)
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED DECEMBER 31, 1999
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
TERREMARK
TERREMARK CENTRE TERREMARK AMTEC MERGER MERGED BUILDING COMPANY
HISTORICAL PRO FORMA (A) PRO FORMA HISTORICAL ADJUSTMENTS(B) COMPANY TRANSACTION(C) PRO FORMA
--------- ------------ ---------- ---------- -------------- ---------- ------------- ---------
TOTAL REVENUES $ 13,390 $ -- $ 13,390 $ -- $ -- $ 13,390 $ -- $ 13,390
EXPENSES --
COST OF REAL ESTATE SOLD
AND SERVICES 9,100 -- 9,100 -- -- 9,100 -- 9,100
EQUITY IN (INCOME) LOSSES
OF AFFILIATE AND
UNCONSOLIDATED SUBSIDIARY -- -- -- (271) -- (271) -- (271)
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 6,941 -- 6,941 2,403 -- 9,344 -- 9,344
DEPRECIATION 63 -- 63 - -- 63 -- 63
AMORTIZATION -- -- -- -- 7,170 7,170 -- 7,170
--------- ------------ ---------- ---------- -------------- ---------- ------------- ---------
OPERATING EXPENSES 16,104 -- 16,104 2,132 7,170 25,406 -- 25,406
--------- ------------ ---------- ---------- -------------- ---------- ------------- ---------
INCOME (LOSS) FROM OPERATIONS (2,714) -- (2,714) (2,132) (7,170) (12,016) -- (12,016)
OTHER INCOME (EXPENSE)
INTEREST INCOME 186 -- 186 -- -- 186 -- 186
INTEREST EXPENSE (614) -- (614) -- -- (614) (948) (1,562)
OTHER INCOME (EXPENSE) (7) -- (7) 46 -- 39 -- 39
INCOME (LOSS) ON OPERATIONS OF
TERREMARK CENTRE 2 (553) (551) -- -- (551) 551 --
DIVIDEND ON PREFERRED STOCK $ (313) -- (313) (350) 313 (350) -- (350)
--------- ------------ ---------- ---------- -------------- ---------- ------------- ---------
TOTAL OTHER (EXPENSE) INCOME (746) (553) (1,299) (304) 313 (1,290) (397) (1,687)
--------- ------------ ---------- ---------- -------------- ---------- ------------- ---------
INCOME (LOSS) BEFORE INCOME
TAXES (3,460) (553) (4,013) (2,436) (6,857) (13,306) (397) (13,703)
INCOME TAXES
CURRENT TAX EXPENSE -- -- -- -- -- -- -- --
DEFERRED TAX (BENEFIT) -- -- -- -- -- -- -- --
--------- ------------ ---------- ---------- -------------- ---------- ------------- ---------
TOTAL INCOME TAX EXPENSE (BENEFIT) -- -- -- -- -- -- -- --
--------- ------------ ---------- ---------- -------------- ---------- ------------- ---------
NET INCOME (LOSS) $ (3,460) $ (553) $ (4,013) $ (2,436 $ (6,857) $ (13,306) $ (397) $(13,703)
========= ============ ========== ========== ============== ========== ============= =========
EARNINGS PER SHARE:
BASIC AND DILUTED $ (0.07) $ (0.12) $ (0.07)
========= ========== ============
WEIGHTED AVERAGE SHARES OUTSTANDING
BASIC AND DILUTED (D) 32,924,478 81,693,364 114,617,842 68,520,236 183,138,078
========== =========== ============ ========== ===========
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NOTES TO PRO FORMA STATEMENT OF OPERATIONS FOR NINE MONTHS ENDED
DECEMBER 31, 1999
(a) Terremark Centre Pro Forma represents the additional estimated net loss on
Terremark Centre from April 1, 1999 through December 22, 1999, the date of
its acquisition by Terremark, which would have been recorded by Terremark
if it had acquired Terremark Centre on April 1, 1999.
(b) Merger adjustments include estimated amortization of goodwill resulting
from the excess purchase price over the estimated fair value of AmTec's
identifiable assets and liabilities over a five year period. The five year
period is supported by the nature of the telecommunications and Internet
industries. However, amortization will ultimately be based upon the results
of the valuation of AmTec by a third party.
(c) Building Transactions represent the adjustment to eliminate the income
recorded by Terremark resulting from its investment in Terremark
Centre plus the additional estimated net loss which would have been
recorded by Terremark if it had acquired Terremark Centre on April 1,
1999. Building Transactions also represent the adjustment which would
have been recorded if Terremark had resold Terremark Centre on April
1, 1999 for its estimated net sales price based on a signed letter of
intent.
(d) Basic weighted average shares represents the total estimated shares to be
issued to related shareholders in the merger. Basic and diluted weighted
average shares are the same because the inclusion of the dilutive effect of
preferred stocks and stock warrants in the merged company would be
antidilutive, due to the net loss position.
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 1999
(DOLLARS IN THOUSANDS EXCEPT SHARE DATA)
TERREMARK
TERREMARK CENTRE TERREMARK AMTEC MERGER MERGED BUILDING COMPANY
HISTORICAL PRO FORMA (A) PRO FORMA HISTORICAL ADJUSTMENTS (B) COMPANY TRANSACTION(C) PRO FORMA
---------- ------------- --------- --------- ----------------- -------- ----------- ---------
Total Revenues $ 44,456 $ -- $44,456 $ -- $ -- $ 44,456 $ -- $ 44,456
Expenses --
Cost of real estate sold and
services 31,148 -- 31,148 -- -- 31,148 -- 31,148
Equity in losses of affiliated
consolidated subsidiary -- -- -- 385 -- 385 -- 385
Selling, general and
Administrative 11,571 -- 11,571 4,650 -- 16,221 -- 16,221
Depreciation 50 -- 50 -- -- 50 -- 50
Amortization -- -- - -- 9,561 9,561 -- 9,561
--------- -------- -------- ------- ----------- ---------- --------- ------------
Operating Expenses 42,769 -- 42,769 5,035 9,561 57,365 -- 57,365
--------- -------- -------- ------- ----------- ---------- --------- ------------
Income (loss) from operations 1,687 -- 1,687 (5,035) (9,561) (12,909) -- (12,909)
Other income (expense)
Interest income 263 -- 263 -- -- 263 -- 263
Interest expense (1,493) -- (1,493) -- -- (1,493) 1,000) (2,493)
Other income (expense) 167 -- 167 (544) -- (377) (150) (527)
Loss on operations of
Terremark Centre -- (426) (426) -- -- (426) 426 --
Dividend on preferred stock -- -- -- (672) -- (672) -- (672)
--------- -------- -------- ------- ----------- ---------- --------- ------------
Total other (expense) income (1,063) (426) (1,489) (1,216) -- (2,705) (724) (3,429)
--------- -------- -------- ------- ----------- ---------- --------- ------------
Income (loss) before income taxes 624 (426) 198 (6,251) (9,561) (15,614) (724) (16,338)
Income taxes
Current tax expense -- -- -- -- -- -- -- --
Deferred tax (benefit) -- -- -- -- -- -- -- --
--------- -------- -------- ------- ----------- ---------- --------- ------------
Total income tax expense (benefit) -- -- -- -- -- -- -- --
--------- -------- -------- ------- ----------- ---------- --------- ------------
Net income (loss) $ 624 $ (426) $ 198 $(6,251) $ (9,561) $(15,614) $ (724) $ (16,338)
========= ======== ======== ======= =========== ========== ========= ============
Loss per share
Basic and Diluted $ (0.23) $ (0.14) $ (0.09)
========= =========== ============
Weighted average shares
outstanding
Basic and Diluted (d) 27,495,213 87,122,629 114,617,842 68,520,236 183,138,078
========== =========== ============ =========== ===========
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NOTES TO PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED MARCH 31, 1999:
(a) Terremark Centre Pro Forma represents the estimated net loss on Terremark
Centre from April 1,1998 through March 31, 1999 which would have been
recorded by Terremark if it had acquired Terremark Centre on April 1, 1998.
(b) Merger adjustments include estimated amortization of goodwill resulting
from the excess purchase price over the estimated fair value of AmTec's
identifiable assets and liabilities over a five year period. The five year
period is supported by the nature of the telecommunications and internet
industries. However, amortization will ultimately be based upon the results
of the valuation of AmTec by a third party.
(c) Building Transactions represent the adjustment to eliminate the estimated
net loss which would have been recorded by Terremark if it had acquired
Terremark Centre on April 1, 1998. Building Transactions also represent the
adjustment which would have been recorded if Terremark had resold Terremark
Centre on April 1, 1998 for its estimated net sales price based on a signed
letter of intent.
(d) Basic weighted average shares represents the total estimated shares to be
issued and converted for related shareholders in the merger. Basic and
diluted weighted average shares are the same because the inclusion of the
dilutive effect of preferred stocks and stock warrants in the merged
company would be antidilutive, due to the net loss position.
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