Reach

Media

Group

Holdings,

Inc.

(Historical)

(A)

Symon

Communications

Inc.

(Historical)

(B)

SCG

Financial

Acquisition

Corp.

(Historical)

(A)

Pro Forma

Adjustments

(Assuming No

Tender of

Public Shares)

Combined

Pro Forma

(Assuming

No Tender of

Public Shares)

Additional

Pro Forma

Adjustments

(Assuming

Tender of

all Public

Shares other

than DRW

Public Shares

Combined

Pro Forma

(Assuming

Tender of all

Public Shares

other than

DRW Public

Shares

Revenue

$

25,670,073

$

38,431,524

$

(1,861,689)

$

-

$

62,239,908

$

-

$

62,239,908

Cost of Revenue

14,133,009

15,999,629

30,132,638

30,132,638

Gross Margin

11,537,064

22,431,895

(1,861,689)

-

32,107,270

-

32,107,270

Operating Expenses

17,132,795

17,378,927

(2,891,213)

(N)

37,490,450

992,000

(BB)

38,482,450

3,225,357

(O)

1,186,800

(D)

(834,586)

(U)

2,680,900

(W)

(388,530)

(Z)

Income (Loss) from Operations

(5,595,731)

5,052,968

(1,861,689)

(2,978,728)

(5,383,180)

(992,000)

(6,375,180)

Other Income

53,586

(53,586)

(S)

Interest & Other Expense

5,940,461

152,731

(5,940,461)

(T)

152,731

6,670,826

(BB)

6,823,557

Income Tax Expense

1,583,966

(1,583,966)

(X)

Net Gain (Loss)

$

(11,536,192)

$

3,316,271

$

(1,808,103)

$

4,492,113

$

(5,535,911)

$

(7,662,826)

$

(13,198,737)

Weighted average number of shares outstanding

     - basic and diluted

6,334,095

1,000,000

9,523,810

(Q)

10,143,810

4,498,260

Earnings (loss) per share

     - basic and diluted

$

(1.82)

$

3.32

$

(0.19)

$

(0.55)

$

(2.93)

Reach

Media

Group

Holdings,

Inc.

(Historical)

(A)

Symon

Communications,

Inc

(Historical)

(B)

SCG

Financial

Acquisition

Corp.

(Historical)

(A)

Pro

Forma

Adjustments

(Assuming No

Tender of

Public Shares)

Combined

Pro Forma

(Assuming No

Tender of

Public Shares)

Additional

Pro Forma

Adjustments

(Assuming

Tender of all

Public Shares

other than

the DRW

Public Shares)

Combined

Pro Forma

(Assuming

Tender of

all Public

Shares other

than the

DRW Public

Shares)

Current Assets:

Cash and cash equivalents

$

1,334,290

$

5,782,320

$

411,217

$

80,000,537

(C)

$

9,153,126

$

(56,455,500)

(J)

$

-

(23,500,000)

(E)

44,472,173

(BB)

(500,000)

(G)

2,830,201

(R)

(7,409,968)

(I)

(660,000)

(K)

(10,000)

(L)

204,730

(AA)

(45,000,000)

(V)

(1,500,000)

(CC)

Cash equivalents held in trust account

80,000,537

(80,000,537)

(C)

Inventory, net

3,193,440

3,193,440

3,193,440

Deferred tax assets

397,042

397,042

397,042

Accounts receivable

6,253,260

8,874,814

15,128,074

15,128,074

Prepaid expenses and other

148,837

758,337

3,570

910,744

910,744

Total current assets

$

7,736,387

$

19,005,953

$

80,415,324

$

(78,375,238)

$

28,782,426

$

(9,153,126)

$

19,629,300

Restricted Cash

167,926

167,926

167,926

Property and Equipment, net of depreciation

537,645

907,089

1,444,734

1,444,734

Other Assets

173,454

149,558

323,012

323,012

Intangible Assets, net of amortization

8,092,533

2,560,264

(8,092,533)

(N)

39,801,000

39,801,000

18,475,000

(M)

(2,560,264)

(U)

21,326,000

(V)

Goodwill

5,474,351

10,985,908

(5,474,351)

(N)

29,637,204

29,637,204

(10,985,908)

(U)

7,691,422

(M)

15,442,588

(V)

6,503,194

(EE)

Total assets

$

22,182,296

$

33,608,772

$

80,415,324

$

(36,050,090)

$

100,156,302

$

(9,153,126)

$

91,003,176

Current Liabilities:

Notes payable, net of discount

28,653,723

(23,500,000)

(E)

44,472,173

(BB)

44,472,173

(5,153,723)

(E)

Accounts payable

2,483,306

2,352,855

4,836,161

4,836,161

Accrued expenses and other

3,907,749

1,573,496

1,334,740

(1,459,968)

(I)

5,356,017

5,356,017

Notes payable

660,000

(660,000)

(K)

0

2,830,201

(R)

2,830,201

Deferred revenue

9,508,465

(3,147,104)

(V)

6,361,361

6,361,361

Deferred rent, current

3,159

3,159

3,159

Capital lease obligations, current

70,027

70,027

70,027

Total current liabilities

$

35,117,964

$

13,434,816

$

1,994,740

$

(33,920,795)

$

16,626,725

$

47,302,374

$

63,929,099

Reach

Media

Group

Holdings,

Inc.

(Historical)

(A)

Symon

Communications,

Inc

(Historical)

(B)

SCG

Financial

Acquisition

Corp.

(Historical)

(A)

Pro

Forma

Adjustments

(Assuming No

Tender of

Public Shares)

Combined

Pro Forma

(Assuming No

Tender of

Public Shares)

Additional

Pro Forma

Adjustments

(Assuming

Tender of all

Public Shares

other than

the DRW

Public Shares)

Combined

Pro Forma

(Assuming

Tender of

all Public

Shares other

than the

DRW Public

Shares)

Capital Lease Obligations, net of current

195,244

195,244

195,244

Deferred revenue - non current

1,387,257

(554,903)

(V)

832,354

832,354

Deferred Rent, net of current

227,504

227,504

227,504

Deferred offering cost

2,000,000

(2,000,000)

(G)

Deferred tax liabilities

711,122

6,503,194

(EE)

7,214,316

7,214,316

Other Non-Current Liabilities

420,845

420,845

420,845

Total liabilities

$

35,961,557

$

15,533,195

$

3,994,740

$

(29,972,504)

$

25,516,988

$

47,302,374

$

72,819,362

Common Stock Subject to Possible Redemption

71,420,583

(71,420,583)

(F)

Stockholder's Equity (Deficit)

Preferred Stock

4,170

(4,170)

(D)

Common Stock

634

10,689

238

52

(D)

1,014

(565)

(J)

449

(634)

(D)

714

(F)

(10,689)

(Y)

10

(BB)

Additional paid-in capital

47,704,140

10,149,643

7,170,371

(52)

(D)

82,758,908

(56,454,935)

(J)

26,303,973

4,170

(D)

634

(D)

5,153,723

(E)

71,420,583

(F)

(714)

(F)

1,500,000

(G)

(61,488,205)

(H)

(10,000)

(L)

26,166,422

(M)

(13,566,884)

(N)

(13,546,172)

(U)

35,016

(Y)

(45,000,000)

(V)

(1,500,000)

(CC)

8,095,648

(DD)

(10)

(BB)

40,470,595

(V)

Accumulated comprehensive income

24,327

(24,327)

(Y)

Notes receivable - restricted stock

(204,730)

204,730

(AA)

Retained Earnings/(Accumulated deficit)

(61,488,205)

8,095,648

(2,170,608)

61,488,205

(H)

(8,120,608)

(5,950,000)

(I)

(8,120,608)

(8,095,648)

(DD)

Total stockholder's equity (deficit)

$

(13,779,261)

$

18,075,577

$

5,000,001

$

65,342,997

$

74,639,314

$

(56,455,500)

$

18,183,814

Total liabilities and stockholder's equity

$

22,182,296

$

33,608,772

$

80,415,324

$

(36,050,090)

$

100,156,302

$

(9,153,126)

$

91,003,176

(A)

The SCG financial statements reflect unaudited amounts and the RMG financial statements are derived from the audited financial statements for the year ended December 31, 2012.  These unaudited pro forma condensed combined financial statements assume that the Transactions occurred on December 31, 2012 for purposes of the balance sheet and on January 1, 2012 for purposes of the statement of operations.

(B)

The Symon consolidated financial statements reflect unaudited amounts for the period November 1, 2011 through October 31, 2012.  Symon has a fiscal year end of January 31, 2013.  Symon’s financial statements for the 12 month period ended October 31, 2012 are being used for purposes of the pro forma statements as the fiscal year ended January 31, 2013 financial statements are not yet available.

(C)

Reflects the reclassification of $80,000,537 of cash and cash equivalents held in the Trust Account that becomes available for transaction consideration, transaction expenses, redemption of Public Shares and the operating expenses of the combined company following the Transactions.

(D)

With respect to the RMG Merger, SCG will issue to the RMG shareholders 400,000 SCG Common Shares in exchange for all of the outstanding capital stock of RMG.  An additional 120,000 SCG Common Shares (the “DRW Shares”) were issued to DRW pursuant to an equity commitment letter, an assignment agreement and related agreements. The issuance of the 120,000 SCG Common Shares results in an expense of $1,186,800, which is calculated based on a $9.89 price per share existing on the date the equity commitment was made.

(E)

There is a condition to closing the RMG Merger that a payment of $23,500,000 be made in complete satisfaction of the RMG Credit Agreement. The $23,500,000 will come from the cash remaining after redemption of Public Shares.  The outstanding balance of the RMG Credit Agreement as of the balance sheet date was $28,653,723.  There is a $5,153,723 adjustment for the write-off of the debt that exceeds $23,500,000.

(F)

Reflects the reclassification of $71,420,583 of SCG Common Stock subject to conversion to permanent equity.  An additional $714 adjustment is necessary to properly reflect the par amount of the Public Shares subject to redemption.

(G)

On February 7, 2013, an Amendment to the Underwriting Agreement by and between SCG Financial Acquisition Corp. and Lazard Capital Markets LLC was executed, whereby the deferred underwriting commission was reduced from $2,000,000 to $500,000.  The adjustment reflects 1) the payment of $500,000 of the deferred underwriter’s compensation, which was charged to capital at the time of SCG’s initial public offering, but not payable until the consummation of the RMG Merger and 2) the write-off of $1,500,000 of the commission.

(H)

Reflects the reclassification of RMG’s historical accumulated deficit as SCG is considered the “acquirer” for accounting purposes.

(I)

Reflects adjustment to pay transaction costs of $7,409,968 related to the Transactions, $1,459,968 of which was accrued at December 31, 2012.  As this is a material nonrecurring charge which results directly from the Transaction, it is not included in the pro forma statement of operations.

(J)

Pursuant to an equity commitment letter and an assignment agreement, DRW purchased 2,354,450 SCG Common Shares in privately negotiated transactions at a price per SCG Common Share that did not exceed $10.02 per SCG Common Share and was thereafter issued the an additional 120,000 SCG Common Shares by SCG as consideration for such purchases. Pursuant to the equity commitment letter, the assignment agreement and related agreements, DRW agreed not to tender the DRW Shares in the Offer and further waived its redemption rights in the event of SCG’s liquidation with respect to these shares.  As such, this adjustment reflects the maximum redemption of 5,645,550 Public Shares (8,000,000 Public Shares outstanding less the DRW Public Shares) for an aggregate amount equal to $56,455,500.  This adjustment assumes that the Public Shares are redeemed at $10.00 per share.  Based on the historical accounting for the Public Shares and considering adjustment (F), the entire redemption price is allocated to SCG Common Stock and additional paid-in capital in the accompanying unaudited pro forma condensed combined balance sheet.

(K)

Reflects adjustment to repay $660,000 in outstanding Sponsor and affiliate loans that exist as of December 31, 2012.

(L)

Reflects adjustment for the $10,000 deposited in the Escrow Account to be used to reimburse the RMG stockholder representative for any losses the stockholder representative should incur pursuant to the terms of the RMG Merger Agreement.

(M)

The RMG Merger constitutes the acquisition of a business for purposes of Financial Accounting Standards Board’s Accounting Standard Codification 805, “Business Combinations,” or ASC 805.  As a result, the basis of RMG’s assets and liabilities will be adjusted and the appropriate amount of intangible assets and goodwill will be recorded. The total purchase price for RMG is $27,474,000, which is comprised of 400,000 SCG Common Shares valued at $9.91 per share on December 31, 2012 plus $23,500,000 for repayment in full under the RMG Credit Agreement plus $10,000 cash. RMG management has estimated the preliminary values of the assets and liabilities and determined the purchase price allocation to be as follows:

Tangible Assets

$

8,615,412

Intangible Assets

18,475,000

Goodwill

7,691,422

Liabilities

(7,307,834)

Total Purchase Price

$

27,474,000

(N)

Reflects the removal of the RMG net intangible assets and goodwill existing on the balance sheet immediately prior to the RMG Merger and the previous amortization expense for the year ended December 31, 2012.

(O)

Reflects the estimated amortization resulting from the intangible assets created upon consummation of the RMG Merger.  The amounts reported in the table below reflect total amortization on the intangibles:

Estimated
Fair Value

Estimated Life

2012

Amortization

Partner/Vender Relationships

$

8,000,000

7 years

$

1,142,857

Customer Accounts/Relationships

3,000,000

6 years

500,000

Trademarks

750,000

5 years

150,000

Domain Names

25,000

2 years

12,500

Non-Compete Agreements

1,600,000

4 years

400,000

Technology

5,100,000

5 years

1,020,000

Total

$

18,475,000

$

3,225,357

(P)

Intentionally omitted.

(Q)

The presentation of weighted average shares outstanding includes all issued and outstanding SCG Common Shares (including those shares subject to possible redemption).

(R)

If Stockholder redemptions cause there to be insufficient cash to repay amounts owed by SCG, the Sponsor and/or its affiliates have indicated that it will fund the shortfall through a loan to SCG.

(S)

Reflects the elimination of SCG’s trust income.

(T)

Reflects the elimination of RMG interest expense as all debt was repaid upon consummation of the Transactions.

(U)

Reflects the removal of the Symon net intangible assets and goodwill existing on its October 31, 2012 balance sheet and the previous amortization expense for the 12 month period ended October 31, 2012.

(V)

The Merger constitutes the acquisition of a business for purposes of Financial Accounting Standards Board’s Accounting Standard Codification 805, “Business Combinations,” or ASC 805.  As a result, the basis of Symon’s assets and liabilities will be adjusted and the estimated fair value of intangible assets and the remainder to goodwill will be recorded. The Deferred Revenue liability has been valued based on estimates of the cost of fulfilling the obligation plus a reasonable profit margin. This valuation resulted in a writedown of the current and non-current Deferred Revenue liability. The total purchase price for Symon is $45,000,000, which is comprised of $44,750,000 of cash to Symon shareholders and $250,000 to the Expense Fund. Symon management has estimated the preliminary values of the assets and liabilities and determined the purchase price allocation to be as follows:

Tangible Assets

$

20,062,600

Intangible Assets

21,326,000

Goodwill

21,945,782

Liabilities

(18,334,382)

Total Purchase Price

$

45,000,000

(W)

This adjustment reflects the estimated amortization resulting from the intangible assets created upon consummation of the Merger.  The amounts reported in the table below reflect total amortization on the intangibles as if the acquisition occurred on November 1, 2012:

Estimated
Fair Value

Estimated Life

2012

Amortization

Software

$

4,482,000

5 years

$

896,400

Customer Relationships

14,276,000

8 years

1,784,500

Trademarks

2,568,000

indefinite

-

Total

$

21,326,000

$

2,680,900

(X)

Reflects removal of the Income Tax Expense as combined company has an overall loss on a pro forma basis.

(Y)

All of the outstanding capital stock of Symon will be exchanged for the consideration described in (V) above. This also reflects the elimination of the foreign currency translation adjustments in Accumulated Comprehensive Income.

(Z)

Reflects the adjustment to eliminate the expenses associated with payments (e.g. management fee, payroll, etc.) made to Symon’s majority shareholder.

(AA)

Reflects the repayment of the notes by the Class A non-voting shareholders to Symon.

(BB)

On March 1, 2013, SCG entered into a financing commitment with the Donald R. Wilson, Jr. 2002 Trust (the “Trust”), whereby the Trust has provided a standby credit facility up to the aggregate amount of i) SCG’s obligations under the Merger Agreement and ii) all out-of-pocket fees, expenses, and other amounts payable by SCG under or in connection with the Merger Agreement. Such amount will be reduced by the aggregate amount of cash available to SCG as of the closing date from cash on hand, cash from SCG’s Public Shares, and net cash proceeds from any alternative debt financing. The fixed rate of interest for the first twelve months is 15% per annum, 5% of which will be payment-in-kind and added each month to the principal balance. In exchange for the financing commitment, the Trust will receive 100,000 shares of SCG Common Shares. The issuance of the 100,000 SCG Common Shares results in an expense of $992,000, which is calculated based on a $9.92 closing price per share on February 28, 2013. For purposes of the pro forma financial statements, it is assumed that the credit facility is not needed in the scenario when none of the Public Shares tender. In the scenario when all Public Shares other than the DRW Public Shares tender, the initial credit facility amount will be calculated as follows:

Merger Consideration

$

45,000,000

Symon transaction expenses

2,000,000

Available cash which exceeds $5 million

(2,527,827)

Total

$

44,472,173

(CC)

Reflects the adjustment for payment of Lazard Freres & Co. LLC’s investment banking fee associated with the Transactions.

(DD)

Reflects the reclassification of Symon’s historical retained earnings as SCG is considered the “acquirer” for accounting purposes.

(EE)

Reflects the adjustment to appropriately report the Deferred Tax Liability account, resulting from the increased valuation of Symon’s intangible assets.