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Pro-Forma Financial
Statements:
On December 31, 2008,
Technology Solutions Company (the “Company”) and Valkre
Solutions, Inc. (“Valkre”) entered into an Asset
Purchase Agreement (the “Purchase Agreement”) pursuant
to which the Company agreed to sell and Valkre agreed to acquire
substantially all of the assets and assume certain liabilities of
the Company’s Customer Value Creation (“CVC”)
practice (the “Practice”) together with certain other
assets, liabilities, properties and rights of the Company relating
to its CVC business.
a. Pro-forma
consolidated condensed balance sheet — post sale of
Practice:
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Pro-forma Consolidated Balance
Sheet - Post Sale of Practice
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Pre-Transaction
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Transaction
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Post-Transaction
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As reported
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Pro-forma
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September 30, 2008 (1)
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Adjustments (2)
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September 30, 2008 (3)
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(Unaudited)
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(Unaudited)
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(Unaudited)
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Cash and short-term investments
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$
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9,014
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$
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130
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$
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9,144
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Promissory Note from Valkre
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—
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270
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270
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Promissory Note from EnteGreat
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750
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—
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750
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1,951
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(160
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)
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1,791
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Fixed assets and intangible assets,
net
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461
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(160
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301
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$
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12,176
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$
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80
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$
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12,256
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$
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1,003
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$
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—
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$
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1,003
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535
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—
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535
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Other current liabilities
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136
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—
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136
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10,502
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80
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10,582
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TOTAL LIABILITIES AND STOCKHOLDERS
EQUITY
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$
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12,176
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$
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80
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$
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12,256
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(1)
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The
pre-transaction unaudited condensed consolidated balance sheet
represents the Company’s consolidated balance sheet as of
September 30, 2008, prior to the sale of the
Practice.
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(2)
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The transaction
adjustments column represents those assets and liabilities changes
resulting specifically from the sale of the Practice to
Valkre.
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(3)
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The
post-transaction pro-forma unaudited condensed consolidated balance
sheet represents a pro-forma look back to September 30, 2008
assuming the impact of the transaction related
adjustments.
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(4)
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The condensed
pro-forma consolidated balance sheet may not necessarily reflect
the consolidated balance sheet of the Company during any
oth
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