EX-99 5 ex99-3.txt EX. 99.3 - 9 MONTHS COMBINED STMT. - 12/31/2004 PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED DECEMBER 31, 2004 (UNAUDITED)
MTM TECHNOLOGIES, VECTOR GLOBAL INC. AND NETWORK SERVICES, INC. AND INFO SYSTEMS, PRO FORMA PRO FORMA SUBSIDIARIES(a) CATALYST, INC.(b) SUBSIDIARIES (c) INC. (d) ADJUSTMENTS COMBINED --------------- ----------------- ------------------- ---------------- ------------ ------------- Net Revenues: Products 46,943,080 10,943,974 24,919,454 29,539,286 112,345,794 Services 16,703,202 4,576,386 10,623,249 14,578,788 46,481,625 --------------- ----------------- ------------------- ---------------- ------------ ------------- 63,646,282 15,520,360 35,542,703 44,118,074 158,827,419 --------------- ----------------- ------------------- ---------------- ------------ ------------- Costs and expenses: Cost of products sold 42,518,098 9,863,135 20,631,932 25,064,541 98,077,706 Cost of services provided 10,961,942 3,436,077 5,696,122 9,970,137 30,064,278 Selling, general and 12,822,494 2,023,539 8,897,106 8,218,574 31,961,713 administrative expenses --------------- ----------------- ------------------- ---------------- ------------ ------------- 66,302,534 15,322,751 35,225,160 43,253,252 160,103,697 --------------- ----------------- ------------------- ---------------- ------------ ------------- Other (Income) (52,733) (52,733) Income tax expense (benefit) (26,202) 347,997 321,795 Interest expense (income) 1,458,604 129,565 (26,704) 44,378 5,860,863 (A) 8,434,911 968,205 (B) --------------- ----------------- ------------------- ---------------- ------------ ------------- NET (LOSS) INCOME (4,114,856) 68,044 423,182 472,447 (6,829,068) (9,980,251) =============== ================= =================== ================ ============ ============= Net (loss) income per common shares: Basic and diluted $ (0.76) $ (1.39) =============== ============= Weighted average number of common shares outstanding: Basic and diluted 5,399,890 500,000 (C) 7,201,880 =============== ============ 433,840 (D) 868,150 (E) (a) Represents historical balance sheet of MTM Technologies, Inc. as of December 31, 2004 derived from the consolidated financial statements included in MTM Technologies, Inc. Quarterly Report on Form 10-Q for the nine months ended December 31, 2004. (b) Represents historical financial data of Network Catalyst, Inc. as of September 30, 2004 derived from the financial records of Network Catalyst, INC. for the period beginning April 1, 2004 through the date of acquisition. (c) Represents the historical financial data of Vector Global Services, Inc. and SubsidiarieS as of December 31, 2004 derived from the financial records of Vector for the period beginning April 1, 2004 through November 30, 2004. (d) Represents the historical financial data of Info Systems, Inc. as of December 31, 2004 derived from the financial records of Info systems, Inc. for the nine months ending December 31, 2004 . (A) Represents non-cash debt discount amortization and interest expense related to the A-4 $10,000,000 Convertible Subordinated Promissory Notes investment by Pequot Private Equity Fund III, LLP and Pequot Offshore Private Equity Partners III, L.P. and Constellation Venture Capital II, L.P., Constellation Venture Capital Offshore II, L.P., The BSC Employee Fund VI, L.P. and CVC Partners II, LLC, as if the transaction took place at the beginning of the period shown. (B) Represents non-cash debt discount amortization and interest expense related to the A-4 $6,000,000 Convertible Subordinated Promissory Notes investment by Pequot Private Equity Fund III, LLP and Pequot Offshore Private Equity Partners III, L.P. and Constellation Venture Capital II, L.P., Constellation Venture Capital Offshore II, L.P., The BSC Employee Fund VI, L.P. and CVC Partners II, LLC, as if the transaction took place at the beginning of the period shown. (C) Represents the stock consideration given as part of the Network Catalyst, Inc. acquisition of net assets, as if shares were considered outstanding for the full period shown. (C) Represents the stock consideration given as part of the Network Catalyst, Inc. acquisition of net assets, as if shares were considered outstanding for the full period shown. (D) Represents the stock consideration given as part of the Vector Global Services, Inc. acquisition of net assets, as if shares were considered outstanding for the full period shown. (E) Represents the stock consideration given as part of the Info Systems, Inc. stock purchase, as if shares were considered outstanding for the full period shown.