EX-99 7 ex99-5.txt EX. 99.5 - COMBINED BALANCE SHEET - 12/31/2004 PRO FORMA CONDENSED COMBINED BALANCE SHEET DECEMBER 31, 2004 (UNAUDITED)
MTM TECHNOLOGIES, INC. INFO SYSTEMS, INC. PRO FORMA PRO FORMA AND SUBSIDIARIES ADJUSTMENTS COMBINED December 31, 2004(a) December 31, 2004(b) (c) December 31, 2004 ------------------------------------------------------------------------------------- ASSETS Current Assets: Cash and cash equivalents $ 8,124,818 $ 586,869 (A) 6,000,000 $ 6,411,687 (B) (8,300,000) Restricted cash 1,000,000 1,000,000 Accounts receivable - trade, net of 28,881,164 8,761,574 37,642,738 allowance Inventories 1,957,914 427,258 2,385,172 Deferred income taxes 166,462 166,462 Prepaid expenses and other current 1,457,743 244,986 1,702,729 assets ------------------------------------------------------------------------------------- Total current assets 41,421,639 10,187,149 (2,300,000) 49,308,788 Due from shareholders 102,593 102,593 Property and Equipment, net 4,253,048 361,845 4,614,893 Goodwill 30,863,965 286,246 (C) 11,342,476 40,545,418 (D) 225,000 (E) (360,349) (F) (286,246) (F) (1,525,674) Investment in subsidiary (B) 11,121,488 - (G) (11,121,488) Other Assets 364,010 12,165 - 376,175 ------------------------------------------------------------------------------------- Total Assets $ 76,902,662 $ 10,949,998 $ 7,095,207 $ 94,947,867 ===================================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Secured notes payable $ 11,291,018 $ 11,291,018 Inventory financing agreements 2,605,035 2,605,035 Current portion of promissory notes 166,587 166,587 Convertible subordinated promissory notes 5,549,874 (A) 5,125,000 10,674,874 Accounts payable and accrued expenses 17,053,308 8,010,650 24,928,609 (D) 225,000 (E) (360,349) Warrant and future rights liability 5,531,000 (A) 875,000 6,406,000 Deferred revenue 4,310,886 493,157 4,804,043 Current portion of notes payable 220,371 220,371 Income taxes payable 174,378 174,378 Current portion of capital lease obligations 137,257 137,257 ------------------------------------------------------------------------------------- Total current liabilities 46,644,965 8,898,556 5,864,651 61,408,172 Non-current portion of promissory notes and 708,253 460,510 1,168,763 notes payable Non-current portion of lease obligation 206,410 206,410 ------------------------------------------------------------------------------------- Total Liabilities 47,559,628 9,359,066 5,864,651 62,783,345 Shareholders' Equity: Series A convertible preferred stock 16,997,230 16,997,230 Preferred stock 600,000 (G) (600,000) - Common stock 6,467 (5,105) (5,105) 7,3355 (B) 868 Treasury stock, at cost (912,000) (G) 912,000 - Additional paid-in capital 26,658,853 85,907 (85,907) 29,479,473 (B) 2,820,620 (C) 11,342,476 (G) (11,342,476) Accumulated deficit (14,319,516) 1,811,920 (F) (1,811,920) (14,319,516) ------------------------------------------------------------------------------------- Total shareholders' equity 29,343,034 1,590,932 1,230,556 32,164,522 ------------------------------------------------------------------------------------- Total Liabilities and Shareholders' Equity $ 76,902,662 $ 10,949,998 $ 7,095,207 $ 94,947,867 ===================================================================================== - - - - (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. Form 10-Q for the quarter ended December 31, 2004. (b) Represents historical balance sheet of Info Systems, Inc. as of December 31, 2004 derived from the audited financial statements of Info Systems, Inc. for the twelve months ended December 31, 2004. (c) The pro forma adjustments give effect to the completion of the stock purchase of Info Systems, Inc. and the associated financing as if the acquisition was consummated as of December 31, 2004. (A) To give effect to the $6,000,000 investment by Pequot and Constellation Ventures, as if the investment occurred on December 31, 2004. This investment consists of $6,000,000 of 7% Convertible Secured Notes and warrants to purchase 369,231 shares of the Company's common stock at an exercise $4.06 per share. (B) To give effect, on the parent company's books, to the stock purchase of Info Systems, Inc., as if the acquisition was consummated on December 31, 2004, with cash consideration of $8,300,000 and stock consideration of $2,821,488. (C) To give effect, on the subsidiary's books, to the stock purchase by MTM Technologies, Inc., as if the acquisition was consummated on December 31, 2004. (D) To give effect to the estimated acquisition costs of Info Systems, Inc., such as legal and accounting, capitalized during the period. (E) To give effect to liabilities excluded from the stock purchase of Info Systems, Inc. (F) To give effect to the elimination of Info Systems, Inc. pre-acquisition goodwill and retained earnings, as if the purchase was consummated on December 31, 2004. (G) To give effect to the elimination of the parent company's investment in subsidiary, Info systems, Inc., and Info Systems, Inc. equity, in consolidation.