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51
Pro Forma
December 31, 2008
Year Ended
December 31, 2008
(unaudited)
Revenues $ 249,677 $ 241,513
Net Income $ 73,618 $ 72,562
EPS – Basic $ 1.65 $ 1.63
EPS – Diluted $ 1.60 $ 1.58
Pro Forma
December 31, 2007
Year Ended
December 31, 2007
(unaudited)
Revenues $ 231,871 $ 220,697
Net Income $ 70,676 $ 68,461
EPS – Basic $ 1.44 $ 1.40
EPS – Diluted $ 1.39 $ 1.35
Pro Forma
December 31, 2006
Year Ended
December 31, 2006
(unaudited)
Revenues $ 188,688 $ 181,079
Net Income $ 54,402 $ 53,131
EPS – Basic $ 1.11 $ 1.08
EPS – Diluted $ 1.07 $ 1.04
This unaudited pro forma supplemental information is based on estimates and assumptions, which we believe are reasonable.
However; it is not necessarily indicative of our consolidated financial position or results of income in future periods or the results that
actually would have been realized had we been a combined company during the period presented. This unaudited pro forma
supplemental information includes incremental intangible asset amortization and other charges as a result of the acquisitions, net of
the related tax effects. Pro forma supplemental information for both 2007 and 2006 does not include the results of operations for
Mediaburst, as such information was not available and immaterial for these periods.
During 2007, we completed two acquisitions, neither of which was material to our financial position at the dates of acquisition.
In July 2007, we acquired YAC Limited (“YAC”), a provider of messaging services with customers predominantly located in the
United Kingdom. In connection with the acquisition, we paid cash in exchange for all outstanding shares of capital stock. The
purchase price, including acquisition costs, was $8.5 million of which $1.6 million was a contingent holdback on the date of
acquisition. The purchase price included $0.1 million of property and equipment and $0.3 million of other assets acquired and
liabilities assumed at acquisition. The excess of the purchase price over the fair value of identifiable net tangible assets acquired
amounted to $7.9 million, of which $3.9 million was allocated to identifiable intangible assets and $4.0 million was allocated to
goodwill. In August 2007, we incurred approximately $1.0 million of capital gain tax largely offset by a holdback and purchase price
adjustment from the seller.
In December 2007, we purchased for cash substantially all of the operations of RapidFAX, a division of EasyLink Services
International Corporation, a Georgia provider of digital fax, electronic data interchange and other services. The purchase price,
including acquisition costs, was $5.3 million, of which $0.8 million was a contingent holdback on the date of acquisition. Of the $5.3
million purchase price, $1.6 million of the purchase price was allocated to identifiable intangible assets and $3.7 million to goodwill.
During 2006, we completed one acquisition and it was not material to our financial position at the date of acquisition. In July
2006, we purchased substantially all of the assets and operations of Send2Fax, LLC (“Send2Fax”), a South Carolina provider of
Internet fax services. The purchase price, including acquisition costs, was $7.2 million of which $0.8 million was a contingent
holdback on the date of acquisition. The purchase price also included current assets of $41,000, property and equipment of $0.1
million and current liabilities assumed at acquisition of $0.2 million. The contingent holdback amount was released in full.
Additionally, a revenue-based contingent earn-out of $0.9 million was paid in January 2007. The excess of the purchase price over the
fair value of identifiable net tangible assets acquired amounted to $8.2 million, of which $1.8 million was allocated to identifiable
intangible assets and $6.4 million was allocated to goodwill.
We accounted for all of the above transactions using the “purchase method” and, accordingly, the results of operations related
to these acquisitions have been included in the consolidated results of j2 Global since the date of each respective acquisition. For 2007
and 2006 acquisitions, the results of operations for these entities during periods prior to our acquisition were not material to our
consolidated results of operations and, accordingly, pro forma results of operations have not been presented.