Attached files
| file | filename |
|---|---|
| 8-K/A - FORM 8-K/A - AUTOINFO, INC | v235582_8ka.htm |
| EX-23.1 - EXHIBIT 23.1 - AUTOINFO, INC | v235582_ex23-1.htm |
| EX-99.1 - EXHIBIT 99.1 - AUTOINFO, INC | v235582_ex99-1.htm |
Exhibit 99.2
AutoInfo, Inc.
Unaudited Pro Forma Condensed
Consolidated Financial Information
Basis of Presentation
The accompanying unaudited pro forma condensed consolidated balance sheet as of June 30, 2011 gives effect to the acquisition of substantially all of the operating assets of the truck agent business division (the “Truck Agent Business Unit”) of Eleets Transportation Company, Inc.
The accompanying unaudited pro forma condensed consolidated statements of income for the six months ended June 30, 2011 and the years ended December 31, 2010 and 2009, give effect to the acquisition as if it occurred on the first day of each period presented.
Pro forma adjustments have been limited to only those adjustments that are directly attributable to the transaction, factually supportable, and in the case of pro forma income statement adjustments, expected to have a continuing impact on the AutoInfo, Inc.’s (the “Company”) financial results.
The unaudited pro forma condensed consolidated financial information is provided for information purposes only and is not necessarily indicative of the results that would have occurred if the acquisition had occurred on the first day of each period presented. The unaudited pro forma condensed consolidated financial statements should not be construed as being representative of future operating results or financial position of the Company and should be read in conjunction with the:
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1)
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Accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements;
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2)
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The Company’s historical audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2010, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 17, 2011;
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3)
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Eleets Transportation Company, Inc. Truck Agent Business Unit historical audited financial statements and notes for the fiscal years ended December 31, 2010 and 2009 (included herein as Exhibit 99.1); and
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AUTOINFO, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 2011
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As previously reported
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Pro Forma Adjustments
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Pro Forma
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ASSETS
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Current assets:
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Cash and cash equivalents
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$ | 375,000 | $ | 375,000 | ||||||||
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Accounts receivable, net
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50,083,000 | (a) | (200,000 | ) | 49,883,000 | |||||||
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Current portion of advances and other assets
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10,615,000 | (b) | (9,327,000 | ) | 1,288,000 | |||||||
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Prepaid expenses
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1,535,000 | 1,535,000 | ||||||||||
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Deferred income taxes
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135,000 | 135,000 | ||||||||||
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Total current assets
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62,743,000 | 53,216,000 | ||||||||||
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Fixed assets, net
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591,000 | 591,000 | ||||||||||
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Goodwill and acquired intangibles, net
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(b) | 9,718,000 | 9,718,000 | |||||||||
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Advances and other assets, net of current portion
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4,677,000 | (b) | (125,000 | ) | 4,552,000 | |||||||
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Total assets
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$ | 68,011,000 | $ | 68,077,000 | ||||||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities:
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Accounts payable and accrued liabilities
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$ | 26,229,000 | (c) | 66,000 | $ | 26,295,000 | ||||||
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Loan payable
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19,028,000 | 19,028,000 | ||||||||||
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Commitments and contingencies
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Stockholders’ equity:
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Common stock
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34,000 | 34,000 | ||||||||||
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Additional paid-in capital
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20,310,000 | 20,310,000 | ||||||||||
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Retained earnings
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2,410,000 | 2,410,000 | ||||||||||
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Total stockholders’ equity
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22,754,000 | 22,754,000 | ||||||||||
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Total liabilities and stockholders’ equity
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$ | 68,011,000 | $ | 68,077,000 | ||||||||
Footnotes to Pro Forma Balance Sheet:
(a) Additional provision for doubtful accounts based upon the assumption of liability for bad debts previously the responsibility of Eleets Transportation Company., Inc. which liability was discharged per the Asset Purchase Agreement filed as an exhibit to Form 8-K file on July 13, 2011.
(b) Goodwill and other intangibles acquired resulting primarily from the discharge of $9,365,000 of indebtedness included in Advances and other assets.
(c) Provision for lease cancellation cost
AUTOINFO, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2009
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As previously reported
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Pro Forma adjustments
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Pro Forma
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Gross revenues
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Transportation services
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$ | 182,444,000 | (g) | $ | (54,497,000 | ) | $ | 127,947,000 | |||||
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Agent support services
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1,455,000 | (a) | (1,294,000 | ) | 161,000 | ||||||||
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Total revenues
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183,899,000 | (55,791,000 | ) | 128,108,000 | |||||||||
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Cost of transportation
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146,721,000 | (g) | (46,286,000 | ) | 100,435,000 | ||||||||
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Commissions
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26,816,000 | (b) | (1,497,000 | ) | |||||||||
| (g) | (8,211,000 | ) | 17,108,000 | ||||||||||
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Operating expenses
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7,534,000 | (c) (d) (e) | 1,000,000 | 8,534,000 | |||||||||
| 181,071,000 | (54,994,000 | ) | 126,077,000 | ||||||||||
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Income from operations
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2,828,000 | (797,000 | ) | 2,031,000 | |||||||||
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Interest expense
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478,000 | 478,000 | |||||||||||
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Income before income taxes
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2,350,000 | (797,000 | ) | 1,553,000 | |||||||||
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Income taxes
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932,000 |
(f) (300,000)
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632,000 | ||||||||||
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Net income
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$ | 1,418,000 | $ | (497,000 | ) | $ | 921,000 | ||||||
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Net income per share:
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Basic and diluted
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$ | .04 | $ | .02 | |||||||||
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Weighted average number of common shares:
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Basic
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32,997,000 | 32,997,000 | |||||||||||
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Diluted
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34,263,000 | 34,263,000 | |||||||||||
Footnotes to Pro Forma Statement of Income:
(a) Interest income on debt component of consideration paid to acquire Truck Agent Business Unit
(b) Commissions paid to Eleets Transportation Company pursuant to Agent Agreement
(c) $849,000 represents direct operating expenses, primarily payroll and related expenses, of Truck Agent Business Unit acquired.
(d) ($99,000) represents a reduction in management compensation based upon decrease in income from operations.
(e) $250,000 represents amortization of acquired identifiable intangible assets.
(f) Represent a decrease in federal and state taxes on income.
(g) Represents the impact of the loss of Eleets Transportation Company Inc. brokerage division business, as follows:
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Revenues
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$ | 54,497,000 | ||
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Cost of transportation
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46,286,000 | |||
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Commissions
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8,211,000 |
AUTOINFO, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2010
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As previously reported
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Pro Forma adjustments
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Pro Forma
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Gross revenues
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Transportation services
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$ | 277,622,000 | (g) | $ | (68,357,000 | ) | $ | 209,265,000 | |||||
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Agent support services
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2,079,000 | (a) | (1,843,000 | ) | 236,000 | ||||||||
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Total revenues
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279,701,000 | (70,200,000 | ) | 209,501,000 | |||||||||
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Cost of transportation
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226,093,000 | (g) | (58,862,000 | ) | 167,231,000 | ||||||||
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Commissions
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39,463,000 | (b) | (3,153,000 | ) | |||||||||
| (g) | (9,247,000 | ) | 27,063,000 | ||||||||||
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Operating expenses
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8,469,000 | (c) (d) (e) | 1,197,000 | ||||||||||
| (g) | (248,000 | ) | 9,418,000 | ||||||||||
| 274,025,000 | (70,313,000 | ) | 203,712,000 | ||||||||||
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Income from operations
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5,676,000 | 113,000 | 5,789,000 | ||||||||||
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Interest expense
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701,000 | 701,000 | |||||||||||
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Income before income taxes
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4,975,000 | 113,000 | 5,088,000 | ||||||||||
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Income taxes
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1,920,000 | (f) | 43,000 | 1,963,000 | |||||||||
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Net income
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$ | 3,055,000 | $ | 70,000 | $ | 3,125,000 | |||||||
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Net income per share:
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Basic and diluted
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$ | .09 | $ | .09 | |||||||||
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Weighted average number of common shares:
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Basic
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33,500,000 | 33,500,000 | |||||||||||
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Diluted
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34,490,000 | 34,490,000 | |||||||||||
Footnotes to Pro Forma Statement of Income:
(a) Interest income on debt component of consideration paid to acquire Truck Agent Business Unit
(b) Commissions paid to Eleets Transportation Company pursuant to Agent Agreement
(c) $932,000 represents direct operating expenses, primarily payroll and related expenses, of Truck Agent Business Unit acquired.
(d) $15,000 represents an increase in management compensation based upon an increase in income from operations.
(e) $250,000 represents amortization of acquired identifiable intangible assets.
(f) Represent an increase in federal and state taxes on income.
(g) Represents the impact of the loss of Eleets Transportation Company Inc. brokerage division business, as follows:
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Revenues
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$ | 68,357,000 | ||
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Cost of transportation
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58,862,000 | |||
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Commissions
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9,247,000 | |||
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Operating expenses
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248,000 |
AUTOINFO, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2011
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As previously reported
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Pro Forma adjustments
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Pro Forma
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Gross revenues
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Transportation services
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$ | 161,381,000 | (g) | $ | (38,203,000 | ) | $ | 123,178,000 | |||||
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Agent support services
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1,063,000 | (a) | (986,000 | ) | 77,000 | ||||||||
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Total revenues
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162,444,000 | (39,189,000 | ) | 123,255,000 | |||||||||
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Cost of transportation
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132,788,000 | (g) | (33,152,000 | ) | 99,636,000 | ||||||||
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Commissions
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21,788,000 | (b) | (1,545,000 | ) | |||||||||
| (g) | (4,647,000 | ) | 15,596,000 | ||||||||||
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Operating expenses
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5,036,000 | (c) (d) (e) | 631,000 | ||||||||||
| (g) | (404,000 | ) | 5,263,000 | ||||||||||
| 159,612,000 | (39,117,000 | ) | 120,495,000 | ||||||||||
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Income from operations
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2,832,000 | (72,000 | ) | 2,760,000 | |||||||||
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Interest expense
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283,000 | 283,000 | |||||||||||
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Income before income taxes
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2,549,000 | (72,000 | ) | 2,477,000 | |||||||||
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Income taxes
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984,000 | (f) | (27,000 | ) | 957,000 | ||||||||
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Net income
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$ | 1,565,000 | (45,000 | ) | $ | 1,520,000 | |||||||
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Net income per share:
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Basic
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$ | .05 | $ | .04 | |||||||||
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Diluted
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$ | .04 | $ | .04 | |||||||||
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Weighted average number of common shares:
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Basic
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33,760,000 | 33,760,000 | |||||||||||
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Diluted
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35,415,000 | 35,415,000 | |||||||||||
Footnotes to Pro Forma Statement of Income:
(a) Interest income on debt component of consideration paid to acquire Truck Agent Business Unit
(b) Commissions paid to Eleets Transportation Company pursuant to Agent Agreement
(c) $527,000 represents direct operating expenses, primarily payroll and related expenses, of Truck Agent Business Unit acquired.
(d) $($21,000) represents a reduction management compensation based upon a decrease in income from operations.
(e) $125,000 represents amortization of acquired identifiable intangible assets.
(f) Represent a decrease in federal and state taxes on income.
(g) Represents the impact of the loss of Eleets Transportation Company Inc. brokerage division business, as follows:
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Revenues
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$ | 38,203,000 | ||
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Cost of transportation
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33,152,000 | |||
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Commissions
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4,647,000 | |||
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Operating expenses
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404,000 |