EX-99.5 5 a08-16666_1ex99d5.htm EX-99.5

EXHIBIT 99.5

 

PRO FORMA FINANCIAL STATEMENTS

 

The following Unaudited Pro Forma Combined Income Statement gives effect to the acquisition by the Company of Automatic Laundry Company Ltd. (“ALC”).  This pro forma presentation has been prepared utilizing historical financial statements and notes thereto, certain of which are included herein as well as pro forma adjustments as described in the Notes to the Unaudited Combined Pro Forma Financial Statement.

 

The Unaudited Pro Forma Combined Income Statement for the year ended December 31, 2007 includes the operating results of the Company and ALC assuming the acquisition occurred on January 1, 2007.

 

The Unaudited Pro Forma Combined Income Statement is presented for illustrative purposes only and does not purport to represent what the Company’s results of operations would have been had the acquisition of ALC occurred on the dates indicated or the results which may be obtained in the future. Such pro forma financial statement is qualified in its entirety by reference to, and it should be read in conjunction with, the historical audited consolidated financial statements of the Company and the historical audited financial statements of ALC. ALC’s audited financial statements are attached herewith as part of this report and are incorporated herein by reference.

 

Although the Company believes it can achieve cost savings by combining certain operational, administrative, sales and marketing functions of ALC with those of the Company, none of these potential benefits which may be derived from the combination with the acquired ALC business have been included in the Unaudited Pro Forma Combined Income Statement.

 

The acquisition has been accounted for using the purchase method of accounting. The Unaudited Pro Forma Combined Income Statement reflects the preliminary allocation of the purchase price of Approximately $12 million of goodwill, approximately $22.4 million of equipment and approximately $82 million of intangibles assets representing contract rights related to laundry facilities management contracts. The Company expects that the tangible assets will be depreciated over an average of five years and the contract rights will be amortized over twenty years on the straight-line basis. The Company will determine the final purchase price allocation following completion of final appraisals of ALC’s assets.

 



 

MAC-GRAY CORPORATION UNAUDITED PRO FORMA COMBINED INCOME STATEMENT

FOR THE YEAR ENDED DECEMBER 31, 2007

(In thousands, except share data)

 

 

 

 

 

Automatic Laundry

 

 

 

Pro Forma Combined

 

 

 

Mac-Gray Corp.

 

Company, Ltd

 

 

 

Income Statement

 

 

 

Year Ended

 

Year Ended

 

 

 

Year Ended

 

 

 

December 31,

 

December 31,

 

Pro Forma

 

December 31,

 

 

 

2007

 

2007

 

Adjustments

 

2007

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

Facilities management revenue

 

$

242,803

 

$

65,873

 

 

 

$

308,676

 

Product sales

 

53,099

 

 

 

 

53,099

 

Total revenue

 

295,902

 

65,873

 

 

361,775

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

Cost of facilities management revenue

 

162,839

 

45,252

 

 

 

208,091

 

Depreciation and amortization

 

37,410

 

8,925

 

80

(1)

46,415

 

Cost of product sales

 

40,347

 

 

 

 

40,347

 

Total cost of revenue

 

240,596

 

54,177

 

80

 

294,853

 

 

 

 

 

 

 

 

 

 

 

Gross margin

 

55,306

 

11,696

 

(80

)

66,922

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

General, administration, sales and marketing

 

34,439

 

9,826

 

 

 

44,265

 

Depreciation and amortization

 

1,611

 

 

 

 

1,611

 

(Gain) loss on sale of assets, net

 

(254

)

285

 

 

 

31

 

Total operating expenses

 

35,796

 

10,111

 

 

45,907

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

19,510

 

1,585

 

(80

)

21,015

 

Interest expense, net

 

13,745

 

322

 

8,866

(2)

22,933

 

Loss related to derivative instruments

 

1,737

 

 

 

 

1,737

 

Loss on early extinguishment of debt

 

 

 

 

 

200

(2)

200

 

Other (Income)

 

 

(521

)

 

 

(521

)

Income (loss) before provision for (benefit from) income taxes

 

4,028

 

1,784

 

(9,146

)

(3,334

)

 

 

 

 

 

 

689

(3)

 

 

Provision for (benefit from) income taxes

 

1,509

 

 

(3,532

)(3)

(1,334

)

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

2,519

 

$

1,784

 

$

(6,303

)

$

(2,000

)

 

 

 

 

 

 

 

 

 

 

Net income per common share – basic

 

$

0.19

 

 

 

 

 

 

$

(.15

)

Net income per common share - diluted

 

$

0.18

 

 

 

 

 

 

$

(.15

)

Weighted average common shares outstanding - basic

 

13,209

 

 

 

 

 

13,209

 

Weighted average common shares outstanding - diluted

 

13,680

 

 

 

 

 

13,209

 

 



 


FOOTNOTES TO PRO FORMA FINANCIAL STATEMENT

(in thousands)

 

(1)

Represents the net of the elimination of ALC’s depreciation and  amortization expense of $8,924 and one year of straight-line depreciation and amortization expense of $9,004 associated with the estimated fair  market value of approximately $22,400 assigned to the acquired equipment and $82,000 of contract rights. The assigned values are pending finalization of the business appraisal process.

 

 

(2)

The acquisition was financed with approximately $107,100 variable rate debt provided by the Company’s bank group on April 1, 2008 and a $10,000 note bearing an annual interest rate of 9% issued to the seller. The pro forma interest expense on the incremental debt of $117,100 would have been $9,188, using an interest rate of 7.74% on the bank debt, which is the interest rate on the variable rate debt at April 1, 2008 and 9% on the seller note. If variable interest rates fluctuate by 1/8 of 1%, the impact would be to increase or decrease interest expense on the variable rate debt by $134.  The adjustment also eliminated interest expense of $322 recorded by the seller and recorded a $200 expense for the early extinguishment of debt related to the Company renegotiating its credit facility.

 

 

(3)

The net impact of the above adjustments is to decrease pro forma taxable income by $9,146. The tax benefit of $3,532 resulting from this loss has been calculated using a tax rate of 38.6%, the statutory rate for the Company for the year ended December 31, 2007. The tax benefit is offset by $689 resulting from applying the Company’s statutory tax rate to ALC’s income before taxes.