EX-99.4
5
v017672_ex99-4.htm
Exhibit
99.4
STREICHER
MOBILE FUELING, INC. AND
SUBSIDIARIES
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For
the twelve months ended June 30,
2004
(in
000's, except per share
data)
Fiscal
Year Ended
12
Months Ended
June
30, 2004
June
30, 2004
Pro
Forma
Pro
Forma
SMF
Shank
Adjustments
Combined
Fuel
sales, taxes and service revenue
$
89,997
$
35,456
-
$
125,453
Cost
of fuel sales, taxes and service
85,699
34,403
-
120,102
Gross
Profit
4,298
1,053
-
5,351
Selling,
general and administrative expenses
4,394
3,390
-
7,784
Gain
on disposal of assets
-
186
-
186
Gain
on extinguishment of debt
757
-
-
757
Operating
income/ (loss)
661
(2,151
)
-
(1,490
)
Non-recurring
expense
-
(753
)
-
(753
)
Interest
expense
(1,361
)
(850
)
(156
)
(2)
(2,367
)
Interest
income
2
23
-
25
Loss
before income taxes
(698
)
(3,731
)
(156
)
(4,585
)
Provision
for income taxes
-
-
-
-
Net
loss
$
(698
)
$
(3,731
)
$
(156
)
$
(4,585
)
Basic
net loss per share
$
(0.10
)
$
(0.63
)
Diluted
net loss per share
$
(0.10
)
$
(0.63
)
Basic
weighted average common shares outstanding
7,261
7,261
Diluted
weighted average common shares outstanding
7,261
7,261
Page 4 of
6
Streicher
Mobile Fueling, Inc.
NOTES
TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
STATEMENTS
NOTE
1 -
The
purchase of Shank C&E Investments, L.L.C., ("Shank") will be accounted
for by the purchase method of accounting. The total purchase price will be
allocated to the tangible assets of Shank, based upon their relative fair market
values. This allocation is based on internal valuations and other studies of the
acquired assets current market values, condition and estimated useful life. An
allocation has been made to major categories of assets based on this
information.
The
purchase price and cost allocation with the acquisition at closing was less than
the fair value of the assets, which created negative goodwill. As required under
FASB Statement 141, "Business Combinations", the negative goodwill has been
offset against a Deferred Payment Promissory Note that was part of the purchase
agreement at closing. However, the payment of this note is contingent on the
Company achieving specific performance objectives through fiscal year ended
December 31, 2005 and is not recorded as a liability until and unless the
performance objectives are achieved. The current estimate of negative goodwill
as of the acquisition date is subject to further refinement and resolution of
contingent consideration.
To
reflect the excess estimated fair value of tangible net assets acquired.
The purchase price and purchase price allocation are
summarized
as follows (in thousands):
Total
purchase consideration
$
5,790
Allocated
to:
Plant,
property and equipment
$
3,073
Accounts
receivable
$
3,336
Inventory
$
150
Other
current assets
$
17
Fair
value of tangible net assets acquired
$
6,576
Less:
Transaction costs
$
211
Negative
goodwill
$
(575
)
NOTE
2
-
Reflects estimated interest expense associated with the $6.1 million promissory
note, non-cash interest associated with the issue of warrants and the
elimination of the Shank interest.
NOTE
3
-
Reflects the net borrowing under the new $6.1 million note, $169,000 from a
working capital line of credit, cash purchase price of $5.8 million and
excludes Shank cash balance of $1.3 million.
NOTE
4
-
Reflects the
accounts receivable not included in the purchase.
NOTE
5
- Reflects
assets not purchased.
NOTE
6
- Reflects
the warrants issued in connection with the $6.1 million notes used to finance
the Shank Acquisition. The warrants are accounted for using Black Scholes
modeling valuation and the values are accounted for in additional paid in
capital, unamortized interest expense and deferred financing costs.
NOTE
7
- Reflects
the elimination of the Shank debt and current liabilities not assumed in
purchase.
NOTE 8
-
Reflects
the $6.1 million note and the value of the Deferred Payment Promissory Note of
$575,000.
Page 5 of
6
NOTE 9
-
Reflects
the elimination of the Shank equity accounts.
NOTE 10
-
Reflects
the impact of antidilution due to pro forma combined net loss.
Page 6 of
6

EX - 99 . 4 5 v017672 _ ex99 - 4 . htm Exhibit 99 . 4 STREICHER MOBILE FUELING , INC . AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the twelve months ended June 30 , 2004 ( in 000 's , except per share data ) Fiscal Year Ended 12 Months Ended June 30 , 2004 June 30 , 2004 Pro Forma Pro Forma SMF Shank Adjustments Combined Fuel sales , taxes and service revenue $ 89,997 $ 35,456 - $ 125,453 Cost of fuel sales , taxes and service 85,699 34,403 - 120,102 Gross Profit 4,298 1,053 - 5,351 Selling , general and administrative expenses 4,394 3,390 - 7,784 Gain on disposal of assets - 186 - 186 Gain on extinguishment of debt 757 - - 757 Operating income / ( loss ) 661 ( 2,151 ) - ( 1,490 ) Non - recurring expense - ( 753 ) - ( 753 ) Interest expense ( 1,361 ) ( 850 ) ( 156 ) ( 2 ) ( 2,367 ) Interest income 2 23 - 25 Loss before income taxes ( 698 ) ( 3,731 ) ( 156 ) ( 4,585 ) Provision for income taxes - - - - Net loss $ ( 698 ) $ ( 3,731 ) $ ( 156 ) $ ( 4,585 ) Basic net loss per share $ ( 0 . 10 ) $ ( 0 . 63 ) Diluted net loss per share $ ( 0 . 10 ) $ ( 0 . 63 ) Basic weighted average common shares outstanding 7,261 7,261 Diluted weighted average common shares outstanding 7,261 7,261 Page 4 of 6 Streicher Mobile Fueling , Inc . NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - The purchase of Shank C & E Investments , L . L . C . , ( " Shank " ) will be accounted for by the purchase method of accounting . The total purchase price will be allocated to the tangible assets of Shank , based upon their relative fair market values . This allocation is based on internal valuations and other studies of the acquired assets current market values , condition and estimated useful life . An allocation has been made to major categories of assets based on this information . The purchase price and cost allocation with the acquisition at closing was less than the fair value of the assets , which created negative goodwill . As required under FASB Statement 141 , " Business Combinations " , the negative goodwill has been offset against a Deferred Payment Promissory Note that was part of the purchase agreement at closing . However , the payment of this note is contingent on the Company achieving specific performance objectives through fiscal year ended December 31 , 2005 and is not recorded as a liability until and unless the performance objectives are achieved . The current estimate of negative goodwill as of the acquisition date is subject to further refinement and resolution of contingent consideration . To reflect the excess estimated fair value of tangible net assets acquired . The purchase price and purchase price allocation are summarized as follows ( in thousands ) : Total purchase consideration $ 5,790 Allocated to : Plant , property and equipment $ 3,073 Accounts receivable $ 3,336 Inventory $ 150 Other current assets $ 17 Fair value of tangible net assets acquired $ 6,576 Less : Transaction costs $ 211 Negative goodwill $ ( 575 ) NOTE 2 - Reflects estimated interest expense associated with the $ 6.1 million promissory note , non - cash interest associated with the issue of warrants and the elimination of the Shank interest . NOTE 3 - Reflects the net borrowing under the new $ 6.1 million note , $ 169,000 from a working capital line of credit , cash purchase price of $ 5.8 million and excludes Shank cash balance of $ 1.3 million . NOTE 4 - Reflects the accounts receivable not included in the purchase . NOTE 5 - Reflects assets not purchased . NOTE 6 - Reflects the warrants issued in connection with the $ 6.1 million notes used to finance the Shank Acquisition . The warrants are accounted for using Black Scholes modeling valuation and the values are accounted for in additional paid in capital , unamortized interest expense and deferred financing costs . NOTE 7 - Reflects the elimination of the Shank debt and current liabilities not assumed in purchase . NOTE 8 - Reflects the $ 6.1 million note and the value of the Deferred Payment Promissory Note of $ 575,000 . Page 5 of 6 NOTE 9 - Reflects the elimination of the Shank equity accounts . NOTE 10 - Reflects the impact of anti dilution due to pro forma combined net loss . Page 6 of 6