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EX-99.1 - UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF BIRCH - Fusion Connect, Inc. | fsnn_ex991.htm |
8-K - CURRENT REPORT - Fusion Connect, Inc. | fsnn_8k.htm |
Exhibit 99.2
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED
CONSOLIDATED FINANCIAL INFORMATION
The
following unaudited pro forma condensed combined balance sheet as
of March 31, 2018 and the unaudited pro forma condensed
consolidated statements of operations for the year ended December
31, 2017 and the three months ended March 31, 2018 are derived from
the historical consolidated financial statements of Fusion Connect,
Inc. (“Fusion”) after giving effect to the merger
transaction with Birch Communications Holdings, Inc.
(“BCHI”) and after giving effect to the other
transactions contemplated by the Agreement and Plan of Merger,
dated as of August 26, 2017, as amended (the “Merger
Agreement”), including the issuance of the Merger Shares, the
Consumer Spin-off and the Carrier Spin-off (as each such term is
defined in the Merger Agreement), and related financing
transactions.
The
unaudited pro forma condensed combined statements of operations for
the year ended December 31, 2017 and the three months ended March
31, 2018 give pro forma effect to the business combination and
related financing transactions as if it had occurred on January 1,
2017. The unaudited pro forma condensed combined balance sheet as
of March 31, 2018 assumes that the business combination and the
related financing transactions was effective on March 31,
2018.
The
unaudited pro forma condensed combined statement of operations for
the year ended December 31, 2017 was derived from Fusion’s
audited consolidated statement of operations and the audited
consolidated statement of operations of BCHI, in each case, for the
year ended December 31, 2017. The unaudited pro forma condensed
combined balance sheet and statement of operations as of and for
the three months ended March 31, 2018 were derived from
Fusion’s unaudited condensed consolidated financial
statements and BCHI’s unaudited consolidated financial
statements, in each case, as of and for the three months ended
March 31, 2018. In accordance with the terms of the Merger
Agreement, the unaudited pro forma combined statements of
operations for the year ended December 31, 2017 and the three
months ended March 31, 2018 give effect to the Consumer Spin-off
and the Carrier Spin-off.
The unaudited pro forma condensed financial
information has been prepared using the acquisition method of
accounting under the provisions of Accounting Standards
Codification (referred to as ASC) 805, “Business
Combinations.” As the
number of shares of Fusion common stock issued to the former
shareholders of BCHI at closing resulted in a change in control of
Fusion, the transaction has been accounted for as a reverse
acquisition and BCHI has been treated as the acquirer in the
business combination for accounting purposes. The acquisition
accounting is based upon certain valuation and other estimates. The
pro forma adjustments have been made solely for the purpose of
providing unaudited pro forma condensed financial statements
prepared in accordance with the rules and regulations of the
Securities and Exchange Commission.
The following unaudited pro forma financial statements are based
on, and should be read in conjunction with:
●
The
Company’s audited financial statements and the related notes
thereto for the year ended December 31, 2017 included in the
Company’s Annual Report on Form 10-K filed on March 22,
2018.
●
The
Company’s unaudited financial statement and the related notes
thereto as of and for the three months ended March 31, 2018
included in the Company’s Quarterly Report on Form 10-Q filed
on May 15, 2018.
●
The
BCHI audited consolidated financial statements and the related
notes thereto as of and for the years ended December 31, 2017 and
2016 included in the Company's Current Report on Form 8-K filed on
May 10, 2018.
●
The
BCHI unauded consolidated financial statements as of and for the
three months ended March 31, 2018 filed with this Current Report on
Form 8-K.
The pro forma financial statements give effect to the following
transactions:
●
The
merger of BCHI with and into a wholly owned subsidiary of Fusion,
with the merger subsidiary being the survivor of that
merger.
●
The
Consumer Spin-off and the Carrier Spin-off.
●
The refinancing of all of the outstanding
indebtedness of Fusion and BCHI through new first lien
and second lien term loans totaling $650 million with an average
interest rate of 9.77%
-1-
●
The
sale by Fusion at the closing of the merger of $5 million of shares
of its common stock and shares of its new series D preferred stock
with a face value of $15 million. Does not include the sale by
Fusion of an additional $3 million of shares of common stock at the
closing of the merger.
The pro forma adjustments are based on the information currently
available and the assumptions and estimates underlying the pro
forma adjustments are described in the accompanying notes. The
unaudited pro forma financial statements are for informational
purposes only, are not indications of future performance, and
should not be considered indicative of actual results that would
have been achieved had the forgoing transactions actually been
consummated on the dates or at the beginning of the periods
presented.
-2-
Fusion Connect, Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of March 31, 2018
(in thousands, except share data)
|
|
|
|
|
|
Pro Forma Adjustments
|
|
||||||||||
|
|
Fusion
|
|
Birch
|
|
New Debt Financing
|
|
Repayment of existing indebtedness
|
|
Consumer Spin-Off
|
|
Additional Equity
|
|
Merger Adjustments
|
|
Pro Forma Combined
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and
cash equivalents
|
$
31,000
|
|
$
5,177
|
|
$
596,003
|
(a)
|
$
(533,930)
|
(e,f)
|
$
(177)
|
|
19,158
|
(h)
|
$
-
|
|
$
117,231
|
|
|
Accounts
receivable, net of allowance for doubtful
accounts
|
9,175
|
|
29,929
|
|
-
|
|
-
|
|
(6,365)
|
|
|
|
|
|
32,739
|
|
|
Inventory
|
|
|
1,052
|
|
|
|
|
|
(414)
|
|
|
|
|
|
638
|
|
|
Prepaid
expenses and other current assets
|
1,871
|
|
11,766
|
|
-
|
|
-
|
|
(2,454)
|
|
|
|
|
|
11,183
|
|
|
Deferred
installation costs - current portion
|
798
|
|
|
|
|
|
|
|
|
|
|
|
|
|
798
|
|
|
Current
assetes of discontinued operations
|
4,270
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,270
|
|
|
Accounts
receivable - employees/stockholders
|
-
|
|
919
|
|
-
|
|
(919)
|
|
-
|
|
|
|
-
|
|
-
|
|
|
Total current assets
|
47,114
|
|
48,843
|
|
596,003
|
|
(534,849)
|
|
(9,410)
|
|
19,158
|
|
-
|
|
166,859
|
|
|
Property and equipment, net
|
11,115
|
|
81,173
|
|
-
|
|
-
|
|
(1,619)
|
|
|
|
5,753
|
(c,d)
|
96,422
|
|
|
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
Security
deposits
|
612
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
-
|
|
612
|
|
|
Restricted
cash
|
27
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
-
|
|
27
|
|
|
Goodwill
|
35,182
|
|
93,356
|
|
-
|
|
-
|
|
(3,547)
|
|
|
|
46,780
|
(c)
|
171,771
|
|
|
Intangible
assets, net
|
55,688
|
|
99,135
|
|
-
|
|
-
|
|
(14,041)
|
|
|
|
36,422
|
(c,d)
|
177,204
|
|
|
Deferred
installation costs - net of current portion
|
1,103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,103
|
|
|
Non-current
assets of discontinued operations
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
|
|
|
Other
assets
|
36
|
|
4,780
|
|
-
|
|
-
|
|
(2,272)
|
|
|
|
-
|
|
2,544
|
|
|
Total other assets
|
92,668
|
|
197,271
|
|
-
|
|
-
|
|
(19,860)
|
|
-
|
|
83,202
|
|
353,281
|
|
|
TOTAL ASSETS
|
$
150,897
|
|
$
327,287
|
|
$
596,003
|
|
$
(534,849)
|
|
$
(30,889)
|
|
$
19,158
|
|
$
88,955
|
|
$
616,562
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
portion of long-term debt
|
6,500
|
|
30,000
|
|
27,750
|
(a)
|
(36,500)
|
(e)
|
-
|
|
|
|
-
|
|
27,750
|
|
|
Obligations
under asset purchase agreements - current
portion
|
723
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
-
|
|
723
|
|
|
Equipment
financing obligation
|
1,075
|
|
2,539
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
3,614
|
|
|
Accounts
payable and accrued expenses
|
20,165
|
|
90,812
|
|
-
|
|
-
|
|
(7,240)
|
|
|
|
-
|
|
103,737
|
|
|
Deferred
install revenue - current portion
|
797
|
|
|
|
|
|
|
|
|
|
|
|
|
|
797
|
|
|
Current
liabilities from discontinued operations
|
4,661
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,661
|
|
|
Deferred
Revenue
|
-
|
|
12,287
|
|
-
|
|
-
|
|
(2,170)
|
|
|
|
-
|
|
10,117
|
|
|
Line of
credit
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
-
|
|
-
|
|
|
Total Current liabilities
|
33,921
|
|
135,638
|
|
27,750
|
|
(36,500)
|
|
(9,410)
|
|
-
|
|
-
|
|
151,399
|
|
|
Long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes
payable - non-related parties, net of discount
|
32,084
|
|
-
|
|
-
|
|
(32,084)
|
(e)
|
-
|
|
|
|
-
|
|
-
|
|
|
Long-term
debt
|
|
|
417,179
|
|
-
|
|
(413,913)
|
(e)
|
-
|
|
|
|
|
|
3,266
|
|
|
Term
loan
|
47,663
|
|
-
|
|
568,253
|
(a)
|
(47,663)
|
(e)
|
-
|
|
|
|
-
|
|
568,253
|
|
|
Indebtedness
under revolving credit facility
|
-
|
|
-
|
|
|
|
-
|
|
-
|
|
|
|
|
|
-
|
|
|
Obligations
under asset purchase agreements
|
477
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
-
|
|
477
|
|
|
Other
non-current liabilities
|
-
|
|
10,389
|
|
-
|
|
-
|
|
(303)
|
|
|
|
-
|
|
10,086
|
|
|
Notes
payable - related parties
|
928
|
|
-
|
|
-
|
|
(928)
|
(e)
|
-
|
|
|
|
-
|
|
-
|
|
|
Deferred
installation revenue - net of current portion
|
1,030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,030
|
|
|
Equipment
financing obligations
|
409
|
|
3,343
|
|
-
|
|
-
|
|
-
|
|
|
|
-
|
|
3,752
|
|
|
Derivative
liabilities
|
586
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
-
|
|
586
|
|
|
Total liabilities
|
117,098
|
|
566,549
|
|
596,003
|
|
(531,088)
|
|
(9,713)
|
|
|
|
-
|
|
738,849
|
|
|
Total stockholders' equity
|
33,799
|
|
(239,262)
|
|
-
|
(a)
|
(3,761)
|
(e,f)
|
(21,175)
|
|
19,158
|
(h)
|
88,955
|
(b)
|
(122,286)
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
150,897
|
|
$
327,287
|
|
$
596,003
|
|
$
(534,849)
|
|
$
(30,889)
|
|
$
19,158
|
|
$
88,955
|
|
$
616,562
|
|
-3-
(a)
|
Record estimated net proceeds from anticipated
financing:
|
|||||||||||||||
|
Net proceeds comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term Loan
|
$ 650,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Facility fee
|
(53,998)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 596,003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
The proposed term note will include $555M First Lien an $85M Second
Lien and a $10M subordinated Seller Note. It will also include a
$40M revolver (undrawn at close). The term loan will bear a blended
interest at LIBOR rate plus margin for a total of
9.7% per annum payable according to the terms of the payment
schedule.
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b)
|
To adjust for the fair value of Fusion shares issued in the
transaction, as adjusted for the Fusion stockholders' deficit at
the date of the transaction, as follows:
|
|||||||||||||||
|
Fair value of Fusion shares acquired (post-split) - 25,336,313
shares (including shares issuable upon conversion of preferred
stock and in-the-money warrants)
|
|||||||||||||||
|
|
Shares O/S
at 3/31/18
|
|
|
|
23,847,138
|
|
|
|
|
|
Shares
O/S
|
|
1,285,529
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In-the-money stock warrants at 3/31/18
|
|
203,647
|
|
|
|
|
|
|
|
|
||||
|
|
Share Issuable upon conversion of PS at 3/31/18
|
1,285,529
|
|
|
|
|
|
|
|
|
|||||
|
|
Total
|
|
|
|
|
|
25,336,313
|
|
|
|
|
|
|
|
|
|
|
Stock price at 3/31/18
|
|
$ 4.85
|
|
$ 122,754
|
|
|
|
|
|
|
|
|
||
|
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|
|
|
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|
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|
Shares outstanding represent a number of shares issued and
outstanding at 3/31/18. In-the-money warrants represents warrants
with an exercise price of $4.85 or less at 3/31/18. Shares issuable
upon conversion of
preferred stock as of 3/31/18 were based upon a conversion
calculation as listed in the preferred stock
agreements.
|
|
||||||||||||||
|
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|
|
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|
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|
||||
(c)
|
To assign fair values to Fusion assets acquired and record
goodwill
76,008,940
|
|||||||||||||||
|
Fair value of consideration effectively transferred
|
$ 122,754
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets (less goodwill) acquired
|
157,890
|
|
|
|
|
|
76,008,940
|
|
|
|
|
|
|
|
|
|
Liabilities assumed
|
(117,098)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets acquired
|
40,792
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
$ 81,962
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
Fair value of consideration was calculated by multiplying stock
price of $4.85 per share by a total of 25,336,313 shares
(post-split) at 3/31/18. The number of shares included shares
outstanding, in-the money stock warrant sand
shares issuable upon conversion of preferred stock as of 3/31/18.
Assets acquired excluded carrier services assets and included a
step up in value based upon a third party valuation.
Liability
acquired excluded carrier services liabilities.
|
|||||||||||||||
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|
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|
|
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|
(d)
|
Reflects adjustments to recognize the estimated fair value of
Fusion assets as follows:
|
|||||||||||||||
|
Customer relationships
|
53,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trademark
|
34,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developed technology
|
4,710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment
|
16,868
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The company engaged a third party to complete the analysis of
purchase consideration and fair value of assets acquired. The
analysis has been completed in accordance with ASC 805, business
combinations, to
arrive at estimated fair value of Fusion assets.
|
|||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
(e)
|
Retire existing Fusion and Birch debt, including write-off of
unamortized debt discount of $17.5M. Fusion debt consists of
$62M and $34M of subordinated notes. It also includes
approximately $1M of related party debt. Fusion’s
portion of debt discount is $2.5M. Birch debt consists of $417M of
term loan and $45M revolver. The Birch debt discount is $15M.
The remaining $3.3M of related party notes will be paid over three
quarters.
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(f)
|
Denotes payment of stock repurchase obligation by Birch
shareholders in the amount of $13.7 million. In 2016, Birch entered
into an installment purchase agreement to repurchase 148 shares of
common stock
from a former employee for $13.7M. Installments were scheduled as
follows: $1M on 12/31/16, $1.5M on 5/1/17, $1M on 12/31/17, $3M on
5/1/18, and $7.2M on 5/1/19. No payment had been made due
to covenant restrictions. Unpaid balance will accrete interest at
4% per year.
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(h)
|
Represents additional equity that consist of (1) $5M of common
stock and (2) series D preferred stock with a face value of $15M,
net of fees which ammounted to $542 and a discount of $300K on the
Series D preferred. Does not include an additional $3M of common
sotck that was also sold at the closing of the merger.
|
-4-
Fusion Connect, Inc.
Unaudited Pro Forma Condensed Combined Statement of
Operations
As of March 31, 2018
(in thousands, except share and per share data)
|
|
|
|
|
|
Pro Forma Adjustments
|
|
|||||||
|
|
Fusion
|
|
Birch
|
|
Refinancing of Existing Indebtedness
|
|
|
Consumer Spin-Off
|
|
Merger Adjustments
|
|
Pro Forma Combined
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
29,038
|
|
$
125,831
|
|
$
-
|
|
|
$
(23,040)
|
|
$
-
|
|
$
131,829
|
|
|
Cost of
revenues (exclusive of depreciation and amortization shown
separately below)
|
12,919
|
|
70,573
|
|
-
|
|
|
(14,225)
|
|
-
|
|
69,267
|
|
|
Gross Profit
|
16,118
|
|
55,258
|
|
-
|
|
|
(8,815)
|
|
-
|
|
62,562
|
|
|
Depreciation
and amortization
|
3,136
|
|
16,237
|
|
|
|
|
(1,370)
|
|
1,588
|
(e)
|
19,591
|
|
|
Impairment
charges
|
1,196
|
|
7,689
|
|
-
|
|
|
(5,374)
|
|
-
|
|
3,511
|
|
|
Restructuring
charges
|
|
|
-
|
|
|
|
|
|
|
|
|
-
|
|
|
Selling,
general and administration expenses, including stock-based
compensation
|
13,948
|
|
31,752
|
|
|
|
|
(6,996)
|
|
(1,002)
|
(f)
|
37,702
|
|
|
Total
operating expenses
|
18,280
|
|
55,678
|
|
-
|
|
|
(13,740)
|
|
586
|
|
60,804
|
|
|
Operating loss
|
(2,162)
|
|
(420)
|
|
-
|
|
|
4,925
|
|
(586)
|
|
1,758
|
|
|
Other (expenses) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
(2,148)
|
|
(13,325)
|
|
(2,942)
|
(b)
|
|
3
|
|
|
|
(18,412)
|
|
|
Gain on
change in fair value of derivative liability
|
194
|
|
-
|
|
-
|
|
|
-
|
|
-
|
|
194
|
|
|
Loss on
extinguishment of debt
|
-
|
|
-
|
|
|
|
|
-
|
|
-
|
|
-
|
|
|
Loss on
extinguishment of property and equipment
|
(3)
|
|
|
|
|
|
|
|
|
|
|
(3)
|
|
|
Gain on
change in fair value of contingent liability
|
-
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
Other
income, net of other expenses
|
91
|
|
(231)
|
|
|
|
|
(8)
|
|
|
|
(148)
|
|
|
Total other
(expenses) income
|
(1,866)
|
|
(13,556)
|
|
(2,942)
|
|
|
(5)
|
|
-
|
|
(18,369)
|
|
|
(Loss) income before income taxes
|
(4,028)
|
|
(13,976)
|
|
(2,942)
|
|
|
4,920
|
|
(586)
|
|
(16,611)
|
|
|
Benefit
(provision) for income taxes
|
(14)
|
|
997
|
|
|
|
|
(225)
|
|
|
|
758
|
|
|
Net (loss) income
|
(4,042)
|
|
(12,979)
|
|
(2,942)
|
|
|
4,695
|
|
(586)
|
|
(15,853)
|
|
|
|
Less: Net
income attributable to noncontrolling interest
|
(166)
|
|
|
|
|
|
|
|
|
|
|
(166)
|
|
Net loss attributable to Fusion Connect, Inc.
|
(4,208)
|
|
(12,979)
|
|
(2,942)
|
|
|
4,695
|
|
(586)
|
|
(16,019)
|
|
|
Less: Net
loss attributable to non-controlling interest
|
66
|
|
|
|
|
|
|
|
|
(66)
|
|
-
|
|
|
Net loss
attributable to Fusion Connect, Inc.
|
(4,142)
|
|
(12,979)
|
|
(2,942)
|
|
|
4,695
|
|
(652)
|
|
(16,019)
|
|
|
Preferred
stock dividends in arrears
|
(244)
|
|
-
|
|
-
|
|
|
-
|
|
244
|
(c)
|
-
|
|
|
Net (loss) income attributable to common
stockholders
|
$
(4,386)
|
|
$
(12,979)
|
|
$
(2,942)
|
|
|
$
4,695
|
|
$
(408)
|
|
$
(16,019)
|
|
|
Basic and
diluted loss per common share
|
$
(0.21)
|
|
|
|
|
|
|
|
|
|
|
$
(0.16)
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and
diluted
|
20,682,262
|
|
|
|
|
|
|
|
|
81,615,373
|
(d)
|
102,297,635
|
|
-5-
(a)
|
Denotes redemption premium and write off of unamortized debt
discount for indebtedness being refinanced
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b)
|
Increase in interest rate based on refinancing, including discount
amortization resulting from facility fee and deferred loan costs of
$54 million related to the refinancing
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c)
|
Remove preferred dividends as all preferred stock is converted
prior to merger
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(d)
|
Shares (post-split) issued to Birch in merger transaction include
23,847,138 of Fusion shares issued and outstanding, 203,647 of
Fusion in-the-money warrants, 1,285.529 of Fusion shares issuable
upon conversion of preferred
stock and 76,008,940 of new shares to be issued as part of the
transaction, and additional shares of 952,382 related to the
additional equity.
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(e)
|
To record amortization expense for additional $36 million of
intangibles acquired based on a 7 year useful life and the
increased book basis of property and equipment
of $5.7 million based on a 5 year expected
life.
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(f)
|
To remove merger-related transaction fees incurred in 2018 and
accounted for in the December 2017 pro forma statement of
operations which include $.2M for Fusion and $.8M
for BCHI.
|
-6-
Fusion Connect, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited Pro Forma Condensed Combined Statement of
Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
For the Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
(in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma Adjustments
|
|
|
||||||||||
|
|
Fusion
|
|
Birch
|
|
Refinancing of Existing Indebtedness
|
|
Carrier Services Spin-Off
|
|
Consumer Spin-Off
|
|
Merger Adjustments
|
|
Asset Impairment
|
|
Pro Forma Combined
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
150,531
|
|
$
550,324
|
|
$
-
|
|
$
(33,189)
|
|
$
(100,357)
|
|
$
-
|
|
$
-
|
|
$
567,309
|
|
|
|
Cost of revenues (exclusive of depreciation and amortization shown
separately below)
|
83,033
|
|
307,959
|
|
-
|
|
(31,982)
|
|
(62,372)
|
|
-
|
|
|
|
296,638
|
|
|
|
Gross Profit
|
67,497
|
|
242,365
|
|
-
|
|
(1,207)
|
|
(37,985)
|
|
-
|
|
|
|
270,671
|
|
|
|
Depreciation and amortization
|
14,521
|
|
83,793
|
|
|
|
(341)
|
|
(13,582)
|
|
5,942
|
(e)
|
5,371
|
(g)
|
95,704
|
|
|
|
Impairment charges
|
641
|
|
52,783
|
|
-
|
|
|
|
(1,328)
|
|
-
|
|
1,780
|
(g)
|
53,876
|
|
|
|
Restructuring charges
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
Selling, general and administration expenses, including stock-based
compensation
|
57,724
|
|
139,595
|
|
|
|
(2,315)
|
|
(29,857)
|
|
14,725
|
(f)
|
|
|
179,872
|
|
|
|
Total operating expenses
|
72,886
|
|
276,171
|
|
-
|
|
(2,656)
|
|
(44,767)
|
|
20,667
|
|
7,151
|
|
329,452
|
|
|
|
Operating loss
|
(5,389)
|
|
(33,806)
|
|
-
|
|
1,449
|
|
6,782
|
|
(20,667)
|
|
(7,151)
|
|
(58,781)
|
|
|
|
Other (expenses) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
(8,649)
|
|
(50,920)
|
|
(14,344)
|
(b)
|
-
|
|
|
|
|
|
|
|
(73,913)
|
|
|
|
Gain on change in fair value of derivative liability
|
(909)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
(909)
|
|
|
|
Loss on extinguishment of debt
|
-
|
|
-
|
|
(21,771)
|
(a)
|
-
|
|
-
|
|
-
|
|
|
|
(21,771)
|
|
|
|
Loss on extinguishment of property and equipment
|
(312)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(312)
|
|
|
|
Gain on change in fair value of contingent liability
|
1,012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,012
|
|
|
|
Other income, net of other expenses
|
209
|
|
1,658
|
|
|
|
-
|
|
(9)
|
|
|
|
|
|
1,858
|
|
|
|
Total other (expenses) income
|
(8,649)
|
|
(49,262)
|
|
(36,115)
|
|
-
|
|
(6)
|
|
-
|
|
-
|
|
(94,035)
|
|
|
|
(Loss) income before income taxes
|
(14,038)
|
|
(83,068)
|
|
(36,115)
|
|
1,449
|
|
6,776
|
|
(20,667)
|
|
(7,151)
|
|
(152,817)
|
|
|
|
Benefit (provision) for income taxes
|
(62)
|
|
(2,543)
|
|
|
|
-
|
|
96
|
|
|
|
|
|
(2,509)
|
|
|
|
Net (loss) income
|
(14,100)
|
|
(85,611)
|
|
(36,115)
|
|
1,449
|
|
6,872
|
|
(20,667)
|
|
(7,151)
|
|
(155,326)
|
|
|
|
|
Less: Net
income attributable to noncontrolling interest
|
86
|
|
|
|
|
|
(86)
|
|
|
|
|
|
|
|
-
|
|
|
Net loss attributable to Fusion Connect, Inc.
|
(14,014)
|
|
(85,611)
|
|
(36,115)
|
|
1,363
|
|
6,872
|
|
(20,667)
|
|
(7,151)
|
|
(155,326)
|
|
|
|
Preferred stock dividends in arrears
|
(1,838)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,838
|
(c)
|
|
|
-
|
|
|
|
Net (loss) income attributable to common stockholders
|
$
(15,852)
|
|
$
(85,611)
|
|
$
(36,115)
|
|
$
1,363
|
|
$
6,872
|
|
$
(18,829)
|
|
$
(7,151)
|
|
$
(155,326)
|
|
|
|
Basic and diluted loss per common share
|
$
(0.72)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
(2.31)
|
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
21,969,601
|
|
|
|
|
|
|
|
|
|
45,391,480
|
(d)
|
|
|
67,361,081
|
|
|
-7-
(a)
|
Denotes redemption premium and write off of unamortized debt
discount for indebtedness being refinanced
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b)
|
Increase in interest rate based on refinancing, including discount
amortization resulting from facility fee and deferred loan costs of
$54 million related to the refinancing
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c)
|
Remove preferred dividends as all preferred stock is converted
prior to merger
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(d)
|
Shares (post-split) issued to Birch in merger transaction include
14,980,755 of Fusion shares issued and outstanding, 257,433 of
Fusion in-the-money warrants, 1,363,986 of Fusion shares issuable
upon conversion of preferred stock
and 49,806,524 of new shares to be issued as part of the
transaction, and additioanl shares of 952,382 related to the
additional equity.
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(e)
|
To record amortization expense for additional $36 million of
intangibles acquired based on a 7 year useful life and the
increased book basis of property and equipment of
$4.0 million based on a 5 year expected life.
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(f)
|
To record merger-related transaction fees of $14.7M consisting of
bonus awards, and other deal related expenses.
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(g)
|
To record impairment of a Fusion back-office platform which will no
longer be in use post acquisition. Reflects accelerated Amorization
of trade names, Birch Communications $1.2M and Cbeyond $4.6M, for
BCHI that will be phased out over the balance of the year.
|
-8-