Exhibit 99.2
PRO-FORMA CONDENSED COMBINED AND ACTUAL DATA
The following unaudited pro forma condensed statement of operations of
LRS, Inc reflect Transnational Financial Networks' acquisition of LRS,
Inc. on July 31, 1999. The LRS acquisition was accounted for using the
purchase method of combined statement of operations has been prepared
assuming the following:
The total purchase price is $3.8 million in cash and stock, with a
contingency payment of up to $3.2 million over a four year period based
on attaining certain profitability levels.
The purchase price has been allocated to the tangible and intangible
assets acquired and liabilities assumed based on their respective fair
values as follows (in thousands):
Goodwill $ 3,600
Fixed Assets 165
Other Assets (net of liabilities) 62
Amortization of goodwill and other intangible assets related to the
acquisition totaling $417,000 for the year ended December 31, 1998 and
$243,000 for the seven months ended July 31, 1999 has been reflected as
a result of the acquisition of LRS.
Income tax provision of $689,000 for the year ended December 31, 1998
and $132,000 for the seven months ended July 31, 1999 have been
included.
The pro forma diluted net income per share for the year ended December
31, 1998 and the seven months ended July 31, 1999 were computed using
the weighted average number of common shares outstanding, including
shares issued in conjunction with the acquisition as if these shares
were outstanding from January 1, 1998.
The pro forma statements of operations are not necessarily indicative
of what the actual financial results would have been had the
acquisition taken place on January 1, 1998 and do not purport to
indicate the results of future operations.
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<TABLE>
<CAPTION>
Seven Months Ended July 31, 1999
Pro Forma
Statement of Operation Data TFN LRS Adjustments Combined
<S> <C> <C> <C> <C>
Revenues $4,238 $4,987 $9,225
Expenses:
Commissions, Salaries and
Employee Benefits 3,388 3,869 7,257
General and Administrative 1,417 745 2,162
Amortization of goodwill and other
intangibles 243 243
Total Operating Expenses 4,805 4,614 243 9,662
Operating Income (loss) (567) 373 (243) (437)
Interest Income (expense) 202 (11) 191
Income (loss) before tax (365) 362 (243) (246)
Income tax provision - 16 32 48
Net Income (loss) (365) 346 (275) (294)
Pro forma net income (loss) per share $(0.07)
Shares used to compute pro forma
Income (loss) per common share 4,279,310
Pro forma net income (loss) per share
on fully diluted basis $(0.07)
Shares used to compute pro forma
Income (loss) per common share on
fully diluted basis 4,279,310
</TABLE>
