SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July 5, 2000
Date of Report
(Date of earliest event reported)
INFOSPACE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-25131 91-1718107
(Commission File No.) (IRS Employer Identification Number)
601 108th Avenue N.E., Suite 1200
Bellevue, Washington 98004
(Address of Principal Executive Offices)
425-201-6100
(Registrant's Telephone Number, Including Area Code)
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
- -------
On April 7, 2000, InfoSpace, Inc., a Delaware corporation ("InfoSpace"),
IQorder Acquisition Corporation, a Delaware corporation and wholly owned
subsidiary of InfoSpace, IQorder.com, Inc., an Arizona corporation ("IQorder")
and certain other parties entered into an Agreement and Plan of Merger (the
"Reorganization Agreement"), providing for the acquisition of IQorder by
InfoSpace. The merger of IQorder Acquisition Corporation, a Delaware
corporation and wholly owned subsidiary of InfoSpace with and into IQorder
became effective on July 5, 2000. This transaction was initially reported in a
Current Report on Form 8-K filed on July 10, 2000. This Amendment is being
filed to amend Items 7(a) and 7(b) in their entirety.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
- -------
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Financial statements for the period from March 16, 1999 (inception) to
December 31, 1999 and unaudited interim financial statements for the
period from January 1, 2000 to June 30, 2000 are attached hereto.
(b) PRO FORMA FINANCIAL INFORMATION.
Pro forma consolidated statement of operations for the six months
ended June 30, 2000.
(c) EXHIBITS.
*2.1 Agreement and Plan of Reorganization, dated as of April 7, 2000, by
and between the Registrant, IQorder and certain other parties.
*2.2 Amendment No. 1 to the Agreement and Plan of Reorganization, dated
May 25, 2000, by and between Registrant, IQorder and certain other
parties.
23.1 Consent of Deloitte & Touche, LLP, Independent Auditors
_________________________
* Previously filed.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 14, 2000
INFOSPACE, INC.
By: /s/ Ellen B. Alben
---------------------------
Name: Ellen B. Alben
Title: Senior Vice President,
Legal and Business Affairs
3
PRO FORMA FINANCIAL INFORMATION
INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholders
IQorder.com, Inc.
Tempe, Arizona
We have audited the accompanying balance sheet of IQorder.com, Inc. (a
development stage company) (the "Company") as of December 31, 1999, and the
related statements of operations, stockholders' deficiency, and cash flows the
period from March 16, 1999 (date of incorporation) to December 31, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 1999, and the
results of its operations and its cash flows for the period from March 16, 1999
(date of incorporation) to December 31, 1999, in conformity with accounting
principles generally accepted in the United States of America.
The Company is in the development stage at December 31, 1999. As discussed in
Note 1 to the financial statements, the Company has not yet completed product
development or verified the market acceptance and demand for its product.
/s/ DELOITTE & TOUCHE LLP
Seattle, Washington
August 11, 2000
4
IQorder.com, Inc.
(A Development Stage Company)
BALANCE SHEET December 31, 1999 June 30, 2000
(unaudited)
- ---------------------------------------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 985,002 $ 9,292,360
Accounts receivable 1,773 5
Prepaid expenses and other assets 72,417 20,349
----------------- -------------
Total current assets 1,059,192 9,312,714
PROPERTY AND EQUIPMENT - net 184,635 1,488,269
INTANGIBLE ASSETS:
Patents, copyrights, and trademarks - net 15,121 75,272
Capitalized software development costs 80,000 80,000
----------------- -------------
Total intangible assets 95,121 155,272
DEPOSITS AND OTHER ASSETS 8,000 2,385
----------------- -------------
TOTAL $ 1,346,948 $ 10,958,640
================= =============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Accounts payable $ 209,317 $ 136,938
Accrued expenses 100,838 3,178,112
Line of credit 90,000
Current portion of capital lease 4,859 5,088
----------------- -------------
Total current liabilities 405,014 3,320,138
----------------- -------------
Deposits (Note 4) 1,125,000
Long term obligation 10,000,000
Capital lease obligation - non-current 2,603
----------------- -------------
Total liabilities 1,532,617 13,320,138
----------------- -------------
COMMITMENTS AND CONTINGENCIES (Notes 1 and 3)
STOCKHOLDERS' DEFICIENCY (Note 4):
Common stock, no par value - authorized, 100,000,000 shares;
issued and outstanding, 17,047,403 shares and 22,809,903 995,000 20,396,208
Unearned stock and warrant compensation (8,817,925)
Deficit accumulated during the development stage (1,180,669) (13,939,781)
----------------- -------------
Total stockholders' deficit (185,669) (2,361,498)
----------------- -------------
TOTAL $ 1,346,948 $ 10,958,640
================= =============
5
IQorder.com, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
PERIOD FROM MARCH
16, 1999 (Date of
Incorporation) TO Six Months Ended
DECEMBER 31, 1999 June 30, 2000
--------------------------------------
(unaudited)
---------
----------------
OPERATING EXPENSES:
Product development $ 335,244 $ 812,262
Sales and marketing 186,177 520,930
General and administrative 657,921 2,280,399
Stock Compensation 5,963,158
Severance benefits 3,112,962
------------ ------------
Total operating expenses 1,179,342 12,689,711
------------ ------------
LOSS FROM OPERATIONS (1,179,342) (12,689,711)
OTHER INCOME (EXPENSE):
Interest income 663 197,757
Interest expense (1,990) (267,158)
------------ ------------
Total other expense (1,327) (69,401)
------------ ------------
NET LOSS $ (1,180,669) $ (12,759,112)
============== =============
6
IQorder.com, Inc.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' DEFICIENCY
PERIOD FROM MARCH 16, 1999 (Date of Incorporation) TO DECEMBER 31, 1999 AND FROM
- --------------------------------------------------------------------------------
FROM DECEMBER 31, 1999 TO JUNE 30, 2000 (UNAUDITED)
- --------------------------------------------------------------------------------
Deficit
Accumulated
Common Stock Unearned Stock During the
------------------------ and Warrant Development
Shares Amount Compensation Stage Total
Issuance of common stock to:
Founders for cash @ $.0008 / share 12,450,000 $ 10,000 $ - $ 10,000
Founders for property @ $.17 / share 120,000 20,000 20,000
Founders for cash @ $.17 / share 3,000,000 500,000 500,000
Investors for cash @ $.17 / share 900,000 150,000 150,000
Investors for cash @ $.50 / share 480,000 240,000 240,000
Investors for cash @ $.77 / share 97,403 75,000 75,000
Net loss (1,180,669) (1,180,669)
---------- ------------ ------------- -------------- --------------
BALANCE, DECEMBER 31, 1999 17,047,403 $ 995,000 $ 0 $ (1,180,669) $ (185,669)
Issuance of common stock to:
investors for cash @ $1.00 / share 4,526,000 4,526,000 4,526,000
Issuance of common stock in connection with:
Exercise of Warrants 750,000 754,200 754,200
Exercise of Options 112,500 19,125 19,125
Exercise of stock grant 374,000 228,149 228,149
Stock Option and warrant unearned compensation 13,873,734 (13,873,734) 0
Stock option and warrant compensation
amortization 5,055,809 5,055,809
Net loss (12,759,112) (12,759,112)
---------- ------------ ------------- -------------- --------------
BALANCE, JUNE 30, 2000 (unaudited) 22,809,903 $ 20,396,208 $ (8,817,925) $ (13,939,781) $ (2,361,498)
========== ============ ============= ============== ==============
See notes to financial statements.
7
IQorder.com, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
PERIOD FROM MARCH
16, 1999 (Date of SIX MONTHS
Incorporation) ENDED
TO DECEMBER 31, 1999 JUNE 30, 2000
- --------------------------------------------------------------------------------------------------
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,180,669) $ (12,759,112)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 46,445 183,478
Compensation expense stock options 5,963,158
Changes in operating assets and liabilities:
Accounts receivable (1,773) 1,768
Prepaid expenses and other assets (72,417) 52,068
Accounts payable 209,317 (72,379)
Accrued expenses 100,838 3,077,274
------------ -------------
Net cash used in operating activities (898,259) (3,553,745)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (201,048) (1,366,947)
Internal use software development costs (80,000)
Acquisition of patents, copyrights and trademarks (15,242) (86,191)
Deposits (8,000) 5,615
------------ -------------
Net cash used in investing activities (304,290) (1,447,523)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on line of credit 115,000
Payments on line of credit (25,000) (90,000)
Proceeds from issuance of debt 10,000,000
Capital lease payments (2,449) (2,374)
Proceeds from issuing common stock 975,000 3,401,000
Deposits for Regulation D offering 1,125,000
------------ -------------
Net cash provided by financing activities 2,187,551 13,308,626
NET INCREASE IN CASH AND CASH
EQUIVALENTS 985,002 8,307,358
CASH AND CASH EQUIVALENTS, BEGINNING
OF PERIOD - 985,002
------------ -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 985,002 $ 9,292,360
============ =============
SUPPLEMENTAL DISCLOSURE OF NONCASH
FINANCING ACTIVITIES - Property contributed
for common stock $ 20,000
INTEREST PAID $ 1,990 $ 490
8
IQorder.com, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
PERIOD FROM MARCH 16, 1999 (Date of Incorporation) TO DECEMBER 31, 1999
- --------------------------------------------------------------------------------
1. SUMMARY OF DEVELOPMENT STAGE ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES
IQorder.com, Inc. (a development stage company) (the "Company") was formed
to build a universal shopping portal that is intended to facilitate e-
commerce via devices that can directly and indirectly access the Internet.
The Company was incorporated in Arizona on March 16, 1999 under Subchapter
S of the Internal Revenue Code. The Company is in the process of developing
the applications and capabilities to support this goal, but has not yet
launched an Internet commerce service. The Company expects to incur
additional operating losses at least through fiscal year 2000. Successful
completion of the Company's development program is dependent upon future
events, including maintaining adequate financing to fulfill its development
activities and achieving a level of sales adequate to support the Company's
cost structure.
The Company prepares its financial statements in accordance with accounting
principles generally accepted in the United States of America. The
following are the significant accounting and financial policies used in the
preparation of the financial statements of the Company:
a. Cash and cash equivalents include highly liquid, temporary cash
investments with an original maturity of three months or less.
h. Property and equipment are stated at cost. Depreciation is calculated
by the double declining balance method over the estimated useful lives
of the assets which are estimated to be five years. Patents are being
amortized over 17 years. Property and equipment consist of the
following:
Computer equipment $164,526
Furniture and fixtures 66,433
Less accumulated depreciation (46,324)
--------
Property and equipment - net $184,635
========
i. Long-Lived Assets - In accordance with Statement of Financial
Accounting Standards ("SFAS") No. 121, the Company reviews the
carrying values of its long-lived assets for possible impairment,
based on projected future cash flows (undiscounted and without
interest) whenever events or changes in circumstances indicate that
the carrying amount of assets to be held and used may not be
recoverable. No impairment loss has been recognized through December
31, 1999.
j. Stock-Based Compensation - The Company accounts for employee stock
awards in accordance with Accounting Principles Board ("APB") Opinion
No. 25, Accounting for Stock Issued to Employees. To the extent that
the exercise price of the options granted equals or exceeds the fair
value of the underlying stock on the date of grant, no compensation
expense is recognized.
9
k. Research and development expenses include the costs of planning and
designing the Company's applications and capabilities. The Company
applies the American Institute of Certified Public Accountants'
Statement of Position 98-1 ("SOP 98-1"), Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use. The Company
capitalizes the costs of application development to the extent that
such costs meet the capitalization requirements of SOP 98-1. The
company has capitalized $80,000 in costs as of December 31, 1999.
These capitalized are generally amortized over five years. All other
research and development costs, totaling $335,244 for the year ended
December 31, 1999, are expensed as incurred.
l. Use of Estimates - The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States of America necessarily requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities, and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
expenses during the reporting period. Actual results could differ from
those estimates.
m. New Accounting Standards - In June 1998, the Financial Accounting
Standards Board ("FASB") issued SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities, which was to be
effective for fiscal years beginning after June 15, 1999.
Subsequently, the FASB issued SFAS No. 137, Accounting for Derivative
Instruments and Hedging Activities -Deferral of the Effective Date of
FASB Statement No. 133 - An Amendment of FASB No. 133, which delays
the implementation of SFAS No. 133 for one year. Management has not
completed the process of evaluating the impact that will result from
adopting SFAS No. 133. The Company is therefore unable to disclose the
impact that adopting SFAS No. 133 will have on its financial position
and results of operations when such statement is adopted.
2. RELATED PARTY TRANSACTIONS
At December 31, 1999, the Company owed an officer and stockholder $18,534
in reimbursement for expenses this officer and stockholder incurred on
behalf of the Company. The Company also owed this officer and stockholder
$55,000 in compensation. These amounts are included in accounts payable and
accrued expenses, respectfully.
3. COMMITMENTS
The Company leases its facility under an operating lease and its phone
system under a capital lease. The following is a schedule of approximate
future minimum lease payments required under the operating and capital
leases at December 31:
2001 $ 81,812
2002 45,409
--------
Total $127,221
========
Total rental expense for the period from March 16, 1999 (date of
incorporation) to December 31, 1999 was approximately $33,277.
The Company has entered into employment agreements with three employees for
four years. One of these agreements is dated prior to December 31, 1999 and
the other two are dated subsequent to year-end. Such
10
agreements include compensation levels that are partly based on certain
performance criteria. The Company may enter into additional employment
agreements in order to attract qualified individuals.
7. STOCKHOLDERS' DEFICIT
During 1999, the Company issued 17,047,403 shares of common stock to
founders and initial investors for property and equipment valued at $20,000
and $975,000 cash.
In November 1999, the Company began soliciting subscriptions for a
Regulation D offering of the Company's common stock. As of December 31,
1999, deposits received for this offering totaled $1,125,000. As no
ownership interest had been given as of December 31, 1999 in exchange for
these deposits, the total amount received is classified as a liability at
the balance sheet date. Subsequent to December 31, 1999, the Company issued
4,526,000 shares of common stock in this offering at a price of $1.00 per
share.
As of December 31, 1999, the Company had authorized 20,000,000 total shares
of common stock for issuance under the Stock Option Plan (the "Plan").
Options granted under the Plan vest quarterly over a four-year period and,
subject to termination of employment, are not exercisable until the grantee
has completed one year of continuous service. Upon termination of a
grantee's continuous status as an employee, director, or consultant, any
exercisable options that are not exercised within 90 days expire. Upon a
grantee's death, any exercisable options that are not exercised within 12
months by the grantee's estate or by a person who acquired the right to
exercise the options by bequest or inheritance also expire.
Information on stock options granted under the Plan is shown in the
following table:
Shares Weighted
Outstanding Average Price
Balance at March 16, 1999 (date of incorporation) - $ -
Granted $ 3,600,000 0.19
Forfeited (450,000) (0.17)
----------- -----------
Balance at December 31, 1999 3,150,000 $ 0.19
=========== ===========
No outstanding stock options are exercisable at December 31, 1999.
The Company applies APB No. 25, Accounting for Stock Issued to Employees, and
related interpretations, in accounting for the above stock options.
Accordingly, no compensation expense was recognized for the above stock options
because management believes that the exercise price of such options was the
estimated fair value of the common stock at the date of grant. Had compensation
cost for the above stock options been determined based upon fair value at the
grant date consistent with the methodology prescribed in SFAS No. 123,
Accounting for Stock-Based Compensation, the Company's net loss for the period
ended December 31, 1999 would have been increased by approximately $139,500. The
fair value of options granted during the period ended December 31, 1999 was
estimated using the Black-Scholes option-pricing model with the following
weighted average assumptions: no dividend yield, risk free interest at
approximately 6 percent, expected life of four years from grant date, and no
expected volatility.
Subsequent to December 31, 1999, the Company granted options to purchase an
additional 6,438,800 shares at a weighted average exercise price of $.37 per
share. The Company also granted three stock
11
warrants for a total of 4,850,000 shares and a stock grant for 374,220
shares subsequent to December 31, 1999.
8. LINE OF CREDIT
The Company has a $100,000 line of credit, expiring on May 31, 2000. The
line of credit bears interest of prime plus 1.5% and is secured by the
assets of the Company. Additionally, the line of credit is guaranteed by
the personal assets of the majority stockholder of the Company. Subsequent
to year end, the balance on the line of credit was repaid in full.
9. SUBSEQUENT EVENTS
Effective January 1, 2000, the Company's election to operate as a
Subchapter S Corporation under the Internal Revenue Code was terminated due
to the acquisition of the Company's stock by several ineligible
shareholders.
In January 2000, the Company acquired substantially all of the assets of
Mythos Software MSC Corporation ("Mythos") in exchange for the assumption
of a $188,000 promissory note to a Company officer and stockholder. Mythos
created key technology that is integral to the development of the Company's
universal shopping portal. In addition, the Company signed an employment
agreement which included 6,075,000 options with an exercise price of $.77
per share, with the sole stockholder of Mythos. The exercise price of these
options was subsequently reduced to $.33 per share by resolution of the
Board of Directors. As a result of this repricing, this award is being
accounted for as a variable award for the period ended June 30, 2000.
In April 2000, the Company agreed to a settlement in the amount of $250,000
relating to a suit brought by the previous employer of a Company employee.
The previous employer believed that the employment contract it had with the
employee was breached by the Company when it subsequently hired the
employee before the contract expired. The Company settled all pending
litigation prior to the purchase transaction described below.
On July 3, 2000, the Company was acquired by InfoSpace, Inc. ("InfoSpace")
in a purchase transaction in which all of the Company's outstanding
securities were obtained in exchange for approximately $58,000,000 in
InfoSpace common stock. All of the Company's operations were absorbed into
those of InfoSpace. Although some of the Company's employees were hired by
InfoSpace, other employees were given severance packages totaling
approximately $2,700,000. Prior to the acquisition, the Company entered
into a $10,000,000 bridge loan at 8 percent interest with InfoSpace as part
of the acquisition agreement. The loan is repayable in full the earlier of
two years from the date of the loan or the closing date of a debt or equity
offering in which the Company receives $20,000,000 or more in gross
proceeds.
12
INFOSPACE, INC. AND IQORDER.COM
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the six months ended June 30, 2000
Pro forma Pro forma
InfoSpace IQorder.com adjustments combined
-------------------------------------------------------------------
(in thousands)
Revenues $ 43,578 $ - $ 43,578
Cost of revenues 7,596 - 7,596
-------------------------------------------------------------------
Gross profit 35,982 - $ - 35,982
Operating expenses:
Product development 10,427 812 3,113 14,352
Sales, general and administrative 35,468 2,776 38,244
Sales and marketing 521 (521) -
General and administrative 2,281 (2,281) -
Stock compensation 5,963 5,963
Severance benefits 3,113 (3,113) -
Amortization of intangibles 27,428 26 27,454
Acquisition and related charges 86,599 86,599
Other non-recurring charges 2,888 2,888
-------------------------------------------------------------------
Total operating expense 162,810 12,690 - 175,500
-------------------------------------------------------------------
Loss from operations (126,828) (12,690) - (139,518)
Other income, net 6,046 (69) 5,977
Unrealized gain on investments 15,150 15,150
Restructuring charges (2,171) (2,171)
Minority interest (6,398) (6,398)
-------------------------------------------------------------------
Loss from operations before income tax
expenses and cumulative effect of
change in accounting principle (114,201) (12,759) - (126,960)
Income tax expense 24 24
-------------------------------------------------------------------
Loss from operations before cumulative
effect of change in accounting principle (114,225) (12,759) - (126,984)
Cumulative effect of change in accounting (719) (719)
principle -------------------------------------------------------------------
Net loss $ (114,944) $ (12,759) $ - $ (127,703)
===================================================================
Basic and diluted net loss per share $ (0.51) $ (0.64) $ (0.62)
===================================================================
Shares used in computing basic loss per share 223,708 19,929 (19,268) 204,440
===================================================================
13
INFOSPACE, INC. AND IQORDER.COM
NOTES TO UNAUDITED PRO FORMA COMBINED
CONSOLIDATED FINANCIAL STATEMENTS
1. The Periods Combined
The InfoSpace, Inc. consolidated statement of operations for the six months
ended June 30, 2000 has been combined with the IQorder.com statements of
operations for the six months ended June 30, 2000, as if the merger had occurred
as of the beginning of the period.
2. Pro Forma Basis of Presentation
These Unaudited Pro Forma Combined Consolidated Financial Statements are
based on estimates and assumptions. The pro forma adjustments made in connection
with the development of the pro forma information are preliminary and have been
made solely for purposes of developing such pro forma information as necessary
to comply with the disclosure requirements of the Securities Exchange
Commission. The Unaudited Pro Forma Combined Consolidated Financial Statements
do not purport to be indicative of the combined financial position or results of
operations of future periods or indicative of the results of operations of
future periods or indicative of the results that actually would have been
realized had the entities been a single entity during these periods.
3. Pro Forma Earnings Per Share
The Unaudited Pro Forma Combined Consolidated Financial Statements for
InfoSpace have been prepared as if the merger was completed at the beginning of
the period presented. The pro forma basic net loss per share is based on the
combined weighted average number of shares of InfoSpace Common Stock outstanding
during the period and the number of InfoSpace Common Stock to be issued in
exchange as discussed in Note 2.
The Pro Forma diluted loss per share is computed using the weighted average
number of InfoSpace Common Stock and dilutive common equivalent shares
outstanding during the period and the number of shares of InfoSpace Common Stock
to be issued in exchange. Common equivalent shares consist of the incremental
common shares issuable upon conversion of the exercise of stock options and
warrants using the treasury stock method. Common equivalent shares are excluded
from the computation if their effect is antidilutive. The combined Company had a
pro forma net loss for all periods presented herein; therefore, none of the
options and warrants outstanding during each of the periods presented were
included in the computation of pro forma dilutive earnings per share as they
were antidilutive.
4. Pro Forma Statements of Operations Adjustments
The objective of the pro forma information is to show what the significant
effects on the historical financial information might have been had the
companies been merged for the periods presented.
Pro Forma adjustments include certain reclassifications to conform to the
combined presentation.
14