EX-99.3 3 0003.txt PRO FORMA FINANCIAL INFORMATION. U.S. WIRELESS DATA, Inc. UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION The following Unaudited Pro Forma Condensed Financial Statements give effect to the purchase of certain net assets of Cellgate Technologies LLC ("Cellgate") by U.S. Wireless Data, Inc. ("USWD"). These pro forma condensed financial statements are presented for illustrative purposes only. The pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable. The Unaudited Pro Forma Condensed Financial Information is prepared using the purchase method of accounting. For the purpose of the Unaudited Pro Forma Condensed Financial Information presented below, the purchase price has been calculated based upon the price of $3.50 per share of USWD Common Stock. Under the purchase method of accounting, tangible and identifiable intangible assets acquired and liabilities assumed are recorded at their estimated fair values. The excess of the purchase price, including estimated direct fees and expenses related to the merger, over the net assets acquired represents goodwill, and is classified as other assets, on the accompanying unaudited pro forma balance sheet. The estimated fair values and useful lives of assets acquired and liabilities assumed are based on an independent valuation. The Pro Forma Condensed Balance Sheet of USWD as at September 30, 2000 reflects the financial position of USWD after giving effect to the purchase of assets and assumption of certain liabilities of Cellgate and assumes the acquisition took place on September 30, 2000. The Pro Forma Condensed Statement of Operations for the fiscal year ended June 30, 2000 and the three months ended September 30, 2000 assumes the purchase occurred on July 1, 1999. The Unaudited Pro Forma Condensed Financial Information is provided for illustrative purposes only and does not purport to represent what the actual results of operations or financial position of USWD would have been had the merger occurred on the date assumed, nor is it necessarily indicative of future results of operation or financial position. The pro forma assumptions and adjustments are described in the accompany notes presented on the following pages. The Unaudited Pro Forma Condensed Financial Information should be read in conjunction with the audited financial statements of USWD in the USWD Annual Report on Form 10-KSB for the year ended June 30, 2000, and with the unaudited financial statements of USWD in the Quarterly Report on Form 10-QSB for the period ended September 30, 2000 and the audited financial statements of Cellgate for the year ended December 31, 1999 and the unaudited financial statements of Cellgate for September 30, 2000 included herein. U.S. Wireless Data, Inc. Pro Forma Condensed Balance Sheet (Unaudited)
September 30, 20000 ---------------------------------------------- U.S. Wireless Cellgate Pro Forma September 30, 2000 Data, Inc. Technologies, Inc. Adjustments Combined ------------------------------------------------------------------------------------ ASSETS Current assets: Cash $ 36,680,000 $ 151,516 (1,000,000)(b) $ 35,831,516 Accounts receivable, net 218,000 9,200 227,200 Notes receivable 82,000 - 82,000 Other receivable 176,000 - 176,000 Inventory, net 39,000 - 39,000 Other current assets 222,000 14,234 236,234 ------------------ ---------------- ----------------- ------------------- $37,417,000 $174,950 ($1,000,000) $36,591,950 ------------------ ---------------- ----------------- ------------------- Restricted cash 576,000 - 576,000 Property and equipment, net 2,116,000 15,886 2,131,886 Other assets 103,000 - 8,416,319 (f) 8,519,319 ------------------ ---------------- ----------------- ------------------- Total assets $40,212,000 $190,836 7,416,319 47,819,155 ================== ================ ================= =================== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable 1,684,000 567,121 475,000 (e) 2,726,121 Accrued liabilities 1,073,000 298,841 1,371,841 Notes payable - 350,000 (250,000)(d) 100,000 ------------------ ---------------- ----------------- ------------------- $2,757,000 $1,215,962 $225,000 $4,197,962 ------------------ ---------------- ----------------- ------------------- Deferred rent 157,000 - 157,000 Deposit due to Sub Lessor 107,000 - 107,000 ------------------ ---------------- ----------------- ------------------- Total liabilities $3,021,000 $1,215,962 $225,000 $4,461,962 --------------------------------------------------------- ------------------- Members' deficit - (1,025,126) 1,025,126 (d) - ------------------ ---------------- ----------------- -------------------- Total stockholders' Equity 37,191,000 - 6,166,193 (d) 43,357,193 ------------------ ---------------- ----------------- ------------------- Total liabilities and stockholders' Equity $ 40,212,000 $ 190,836 7,416,319 47,819,155 ================== ================ ================= ===================
U.S. Wireless Data, Inc. Pro Forma Condensed Statement of Operations
For the Twelve Months Ended June 30, 2000 (a) --------------------------------------------------------------------------- (Unaudited) Combined U.S. Wireless Cellgate Pro Forma Pro Forma Data, Inc. Technologies LLC Adjustments Results ----------------- ----------------- ---------------- --------------- Net revenues: $597,000 50,060 647,060 Cost of revenues: 896,000 292,910 1,188,910 ----------------- ----------------- ---------------- --------------- Gross Loss (299,000) (242,850) - (541,850) ----------------- ----------------- ---------------- --------------- Operating expenses: Selling, general and administrative 6,826,000 2,522,223 1,140,560 (c) 10,488,783 Research and development 1,330,000 36,727 1,366,727 ----------------- ----------------- ---------------- --------------- Total operating expense 8,156,000 2,558,950 1,140,560 11,855,510 ----------------- ----------------- ---------------- --------------- Loss from operations (8,455,000) (2,801,800) (1,140,560) (12,397,360) Interest income 644,000 84,000 672,600 Interest expense (797,000) (2,167) (799,167) Other income 84,000 ----------------- ----------------- ---------------- --------------- Net Loss (8,524,000) (2,775,367) 12,523,927 (12,523,927) ----------------- ----------------- ---------------- --------------- Preferred stock dividends (45,746,000) (45,746,000) ----------------- ----------------- ---------------- --------------- Net loss available to common stockholders' $ (54,270,000) (2,775,367) 58,269,927 (58,269,927) ================= ================= ================ =============== Basic and diluted net loss per share (after deduction of preferred stock dividends) Net loss available to common stockholders' $ (2.26) - - 25,007,000 ================= ================= ================ =============== Weighted average common shares outstanding basic and diluted 23,976,000 0 1,031,000 25,007,000 (g) ================= ================= ================ ===============
U.S. Wireless Data, Inc. Pro Forma Condensed Statement of Operations (Unaudited)
For the three months ended September 30, 2000 (a) ----------------------------------------------------------------------------- Combined U.S. Wireless Cellgate Pro Forma Pro Forma Data, Inc. Technologies LLC Adjustments Results ----------------------------------------------------------------------------- Net revenues: $151,000 $24,345 - $175,345 Cost of revenues: 106,000 235,175 - 341,175 ----------------- ----------------- -------------- --------------- Gross profit (loss) 45,000 (210,830) - (165,830) ----------------- ----------------- -------------- --------------- Operating expenses: Selling, general and administrative 3,260,000 701,715 285,140 (c) 4,246,855 Research and development 350,000 350,000 ----------------- ----------------- -------------- --------------- Total operating expense 3,610,000 701,715 285,140 4,596,855 ----------------- ----------------- -------------- --------------- ----------------- ----------------- -------------- --------------- Loss from operations (3,565,000) (912,545) (285,140) (4,762,685) ----------------- ----------------- -------------- --------------- Interest income 627,000 2,265 - 629,265 Interest expense (10,059) 10,000 (10,059) Other income 10,000 ----------------- ----------------- -------------- --------------- Net Loss ($2,928,000) ($920,339) 4,133,479 (4,143,479) ================= ================= ============== =============== Basic and diluted net loss per share (after deduction of preferred stock dividends) Net loss available to common stockholders' $ (0.35) $ - $ - 9,366,000 ================= ================= ============== =============== Weighted average common shares outstanding basic and diluted 8,335,000 - 1,031,000 9,366,000 (g) ================= ================= ============== ===============
Notes to the Pro Forma Condensed Financial Statements (a.) U.S. Wireless Data, Inc. ("U.S. Wireless") has acquired the assets and assumed certain liabilities of Cellgate Technologies LLC ("Cellgate"). For the purposes of these Pro Forma Condensed Financial Statements the information relating to Cellgate, which has a year-end of December 31, has been recast to conform to U.S. Wireless' year-end of June 30, 2000. Accordingly, the twelve months ended June 30, 2000 of Cellgate, includes Net revenues and Net loss of approximately $18,000 and $1,631,000 for the six month period June 30, 2000 and omits approximately $0 and $1,267,000 for the six months ended June 30, 1999, respectively. (b.) Represents the cash payment of $1,000,000 as part of the Purchase Agreement. (c.) Represents the applicable amortization expense for intangible assets. The intangible assets consist of work force acquired, intellectual property and goodwill, which are amortized over four (4) years, seven (7) years and ten (10) years, respectively. (d.) To reflect the issuance of 562,500 shares of U.S. Wireless common stock valued at $1,900,000 to members of Cellgate and contingently issuable consideration of approximately $4,200,000 to members of Cellgate, elimination of members equity of Cellgate, liabilities of Cellgate not assumed and cash payments to members of Cellgate. The contingently issuable consideration includes approximately $2,600,000 in cash and 468,000 shares of U.S. Wireless common stock valued at $1,600,000. (e.) Adjusted to reflect incurrence of an estimated $475,000 of non-recurring merger-related costs, which have been reflected in the purchase price. These costs include fees for financial advisors, legal advisors, accountants and other nominal costs. This amount does not include any costs incurred to integrate and restructure the operations of U.S. Wireless and Cellgate. These integration and restructure costs which consist of payments to Cellgate employees for wages, severance and benefits, and the cost of facility leases subsequent to the date of the acquisition are estimated to be $152,000 (f.) The purchase price of Cellgate, is approximately $ 8,416,000, which includes $965,000 of assumed liabilities. The purchase price is allocated to the following intangible assets; acquired workforce ($250,000), technology, patents and licenses ($6,100,000) and Goodwill ($2,066,000) (g.) Represents U.S. Wireless' weighted average number of shares of Common Stock outstanding for the period and approximately 1,031,000 shares to be issued as a result of the merger. This includes 562,500 shares to be issued at date of closing and 468,500 shares contingently issuable one year from date of closing depending on the average share price of U.S. Wireless common stock.