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SELECTED COMBINED HISTORICAL AND PRO FORMA FINANCIAL DATA
HISTORICAL PRESENTATION
The selected combined historical statement of operations data and balance
sheet data for each of the fiscal years ended March 31, 1997 through 1999, have
been derived from our audited combined financial statements and should be read
in conjunction with those statements and notes included elsewhere in this
prospectus. The selected combined historical statement of operations data for
the fiscal years ended March 31, 1995 and 1996 and the six months ended
September 30, 1998 and 1999 and the selected combined historical balance sheet
data as of March 31, 1995 and 1996 and September 30, 1999 have been derived from
our unaudited combined financial statements, and include, in our opinion, all
normal, recurring adjustments necessary for a fair presentation of the financial
position at such dates and the results of operations for such respective
periods. The financial information herein may not necessarily reflect our
results of operations, financial position and cash flows in the future or what
our results of operations, financial position and cash flows would have been had
we been a separate, stand-alone entity during the periods presented.
PRO FORMA PRESENTATION
The pro forma financial data have been derived from our unaudited pro forma
combined financial statements which were prepared to illustrate the effects of
certain transactions and events and the application of the net offering
proceeds. The unaudited pro forma combined statement of operations data have
been prepared as if the transactions and events described below had occurred as
of the beginning of the respective periods presented. The unaudited pro forma
combined balance sheet data have been prepared as if these transactions and
events had occurred as of September 30, 1999. The unaudited pro forma combined
financial data do not purport to represent what our results of operations or
financial position would actually have been if this offering and the
transactions and events had in fact occurred on such dates or to project our
results of operations or financial position for any future date or period. For a
more complete discussion, this data should be read in conjunction with the
"Combined Financial Statements and Related Notes," the "Unaudited Condensed
Interim Combined Financial Statements and the Related Notes," the "Pro Forma
Combined Financial Statements and the Related Notes," and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere in this prospectus.
The unaudited pro forma financial data gives effect to the following
transactions and events:
- the contribution from Daisytek of $20,000 for 14,305,000 shares of our
common stock;
- the reclassification of Daisytek's net equity investment as common stock
and additional paid-in capital; and
- the issuance of 3,100,000 shares of common stock in this offering,
assuming an initial public offering price of $13.00 per common share, and
the application of the estimated $35.0 million net proceeds to repay the
outstanding payable to Daisytek, reduce deferred offering costs and
increase cash. The pro forma adjustments reflect the reduction of
interest expense previously charged by Daisytek.
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