Copyright
2006. Velocity Express, Inc. All Rights Reserved.
Velocity
Integration
Investor Update
October 3, 2006
Exhibit 99.1
| Copyright
2006. Velocity Express, Inc. All Rights Reserved. Velocity
Integration Investor Update October 3, 2006 Exhibit 99.1 |
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Regulation G and Safe Harbor Regulation G This presentation contains disclosures regarding our “Adjusted EBIDTA”, which is a
non-GAAP financial measure as defined by Regulation G of the rules of the
Securities and Exchange Commission. For a description of the reasons the Company uses
this measure and a reconciliation of Adjusted EBITDA to the nearest GAAP equivalent see “Appendix 1: Reconciliation of Non-GAAP Financial Measures” beginning on page 25. Forward-Looking Statements This presentation, including the oral statements made during the course of this presentation, contain forward-looking statements regarding future events and the future performance of Velocity Express Corporation. The words “believe,” “plan,” “continue,” “hope,” “estimate,” “project,” “intend,” “expect,” “targets” and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially from
historical results or from those results presently anticipated or projected. These risks include, but are not limited to, the following risks: we may never achieve or sustain
profitability; we may not be successful in integrating CD&L and may fail to
achieve the expected cost savings from the CD&L acquisition, including due to the
challenges of combining the two companies, reducing overlapping functions, retaining key employees and other related risks; we may be unable to fund our future capital needs; our large customers could
reduce or discontinue using our services; we may be unable to successfully compete in
our markets; we could be exposed to litigation stemming from the accidents or other
activities of our drivers; we could be required to pay withholding taxes and extend employee benefits to our independent contractors; our ability to operate and financial flexibility are
limited by the agreements governing our debt; we may be required to redeem our debt
at a time when we do not have the proceeds to do so; and the other risks identified
in the section entitled “Risk Factors” in the Company’s Annual Report
on Form 10-K for the year ended July 1, 2006, as well as in the other documents
that we file from time to time with the Securities and Exchange Commission. Because
of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as
of the date they are made. We do not undertake any obligation to update or
review any such forward-looking information, whether as a result of new information, future events or otherwise. |
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Overview • Integration management • Synergies summary • Status reports • Velocity standalone results (fiscal year 2006) • Velocity pro forma results (fiscal year 2006) • New Velocity Express brand initiative |
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Velocity / CD&L Integration Weekly Call Calendar 4:00-4:30pm Driver Pay 3:00pm-3:30pm Information Technology 3:00pm - 3:30 pm Customer Experience Center 3:00pm-3:30pm Fuel Surcharge 2:00pm-2:30pm Order to Cash 2:00pm-3:00pm Field Integration 2:00pm-2:30pm Line Haul & Purchased Transportation 1:00-2:00pm Project Management Office 1:00pm-1:30pm Finance & Accounting 1:00pm-1:30pm Standard Operating Procedures & Fleet 11:00-11:30am Insurance 11:00am-1:00pm Vince's Staff Call (30 min. integration update at beginning of call) 9:00am-10:00am Workforce Management (IC's & Employees) 9:00am-11:00am Sales Call (20 min. integration update at beginning of call) FRIDAY THURSDAY WEDNESDAY TUESDAY MONDAY |
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Synergies summary Current Original Projection View Staffing 12.7 13.0 Field Operating Expense 5.6 5.0 Corp Operating Expense 4.9 4.4 Routing 16.0 16.0 Total 39.2 38.4 |
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Status of Staffing Saving HIGHLIGHTS: • Reduced management and sales synergy number to build Vertical Markets Group and strengthen customer retention abilities • Customer service synergies were not part of the original due diligence • Finance & Accounting integration currently ahead of schedule – expected completion by Feb 07 $ Days $ Days Staffing Mgmt / Sales 2.6 0 to 120 4.0 30 to 60 Field Facility Staff 7.1 0 to 120 6.0 30 to 120 Accounting / IT 3.0 0 to 180 3.0 60 to 360 $12.7 $13.0 Original View Current Projection |
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Field Operating Expense Savings Status HIGHLIGHTS: • $3.5 MM in occupancy savings expected to be achieved within 120 days; a handful of facilities will be resolved in mid 2007 • Line haul savings are tracking higher than originally anticipated • Employee driver conversion currently on track $ Days $ Days Field Operating Expense Occupancy 4.3 30 to 360 4.0 30 to 120 Line Haul / Agents 0.8 0 to 30 0.6 30 Driver conversion 0.5 0 to 90 0.4 60 $5.6 $5.0 Current Projection Original View |
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Corporate Operating Expense Savings Status HIGHLIGHTS: • Corporate expenses are currently on track or ahead of schedule • Insurance savings are expected to be realized beginning of 2007 • Professional services savings are expected to begin early 2007 $ Days $ Days Corp Operating Expense Insurance 1.8 120 1.8 180 Professional Service 1.8 180 1.8 360 Travel 0.9 60 0.4 60 Board Fee, etc. 0.4 60 0.4 60 $4.9 $4.4 Current Projection Original View |
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Route Management Status HIGHLIGHTS: • Cleaning up routing data during site conversion, not post-conversion • Routing solutions delivered 1 – 2 weeks after transition of site to Velocity operating platform • Focusing on high-benefit areas: Upstate NY, Florida, Carolinas, California $ Days $ Days Routing Savings $16.0 360 $16.0 540 Original View Current Projection |
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Restructuring Cash Outlays HIGHLIGHTS: • 3 of 5 CD&L executives have opted to depart, one currently undecided • More cost effective management of lease transitions Current Projection Original View Restructure Change of Control 3.3 1.0 Severance 1.1 1.2 Lease Run Out 1.2 2.6 Integration 6.1 6.3 $11.7 $11.1 |
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Revenue Status • Original projection assumed Revenue loss of $20MM (5%) • Significant customers losses to date: • Wachovia ($4MM) • Sales team was fully integrated on Day 1 and key accounts have been transitioned appropriately • Positive reaction from many top customers • Revenue growth incentive launched targeting large customers • Price incentives for increased volume • Margin improvement as volume leverage offsets pricing impact |
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Working Capital Status $ 2.5 $ 0.4 90-270 $ 13.3 $ 10.0 Current $ 8.4 $ 3.2 31-60 $ 1.8 $ 0.3 61-90 CD&L Velocity $ 26.0 $ 13.9 TOTAL • Instituted collection bonus for CD&L receivables – 9/18 • Velocity accelerated payment program for CD&L customers – 9/25 • Aggressive migration to Velocity billing platform – 9/11 to 12/22 • CD&L accounts payable brought into Velocity process – 9/25 • Migrating CD&L Independent Contractors to two-week settlement – 9/11 to 12/22 • Revolving credit facility in progress • Currently have $14 million in cash – 9/29 • Pending change of control payments: $2 million • Accounts receivable opportunity is $8 million – 9/29 |
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Velocity Express Standalone Fiscal Year 2006 Income Statement Revenue decline due to closure of 40+ unprofitable locations Significant Turnaround: • 9.3% Increase in Gross Margin • $24.7M Decrease in Operating Expense • Approaching Breakeven EBITDA Well Positioned for the Integration of CD&L 1 1 See Appendix 1 for Bridge to Adjusted EBITDA July 1, 2006 July 2, 2005 ($ Million) Revenue 202.4 256.7 Gross Profit 56.8 48.3 Gross Margin 28.1% 18.8% Operating Expense 69.3 94.0 Loss from Operations (12.5) (45.7) Net Loss (17.3) (49.8) Adjusted EBITDA (4.1) (41.4) |
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Velocity Express Standalone June Quarter 2006 Income Statement Revenue decline due to closure of 40+ unprofitable locations Significant Turnaround: • Continued Gross Margin and Expense Management • Results Include Items Related to CD&L Acquisition – Legal Expense and Settlement, Travel, Financing Well Positioned For Integration of CD&L 1 1 See Appendix 1 for Bridge to Adjusted EBITDA July 1, 2006 July 2, 2005 ($ Million) Revenue 50.1 57.1 Gross Profit 13.8 11.9 Gross Margin 27.6% 20.9% Operating Expense 18.4 32.3 Loss from Operations (4.6) (20.3) Net Loss (6.3) (21.3) Adjusted EBITDA (1.7) (18.9) |
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Velocity Express Pro Forma¹ Income Statement 12 Months Ended July 1, 2006 $ 0 Adjusted EBITDA $ (26) Net loss $ (15) Loss from operations $ 129 Total operating expenses 25.9% Gross margin $ 114 Gross profit $ 440 Revenue Combined operations provide starting point for: • Revenue growth • Gross margin improvement • Operating expense reduction • Solid profitability in calendar 2007 2 See Appendix 1 for Bridge to Adjusted EBITDA 2 1 See Appendix 2 for Summary of Pro Forma Adjustments |
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Velocity Express Pro Forma¹ Balance Sheet - July 1, 2006 CD&L merger & related financing produced a strong balance sheet: • Solid cash position • Minimal short-term debt • Strong balance sheet ratios – debt-to-equity, current ratio 1 See Appendix 2 for Summary of Pro Forma Adjustments Cash and cash equivalents $17 Current liabilities $46 Accounts receivable, net $44 Short-term lease $1 Other current assets $9 Total current assets $70 Total current liabilities $47 Fixed other & other tangible assets $21 Long-term liabilities $5 Goodwill & other intangibles $99 Long-term debt $44 Shareholders' equity $94 Total Assets $190 Total liabilities & equity $190 |
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Advertising |
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Advertising |
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Advertising |
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Advertising |
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Advertising: NYC |
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Advertising: Online |
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Advertising: Publications Overview Logistics Logistics Management Logistics Today Supply Chain Management Review Industry Segments Healthcare Financial Management (HFM) Stores |
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Website Sneak Preview |
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Appendix 1 - USE OF NON-GAAP FINANCIAL MEASURES This presentation includes disclosures regarding "Adjusted EBITDA", which is a
non-GAAP financial measure. Adjusted EBITDA, is comprised of historical EBITDA,
as adjusted for certain non-cash expenses. EBITDA is defined as net earnings
(loss) before interest expenses, income taxes, depreciation and amortization on an historical basis. We believe net income (loss) is the most directly comparable financial measure to EBITDA under GAAP.
We present Adjusted EBITDA for several reasons. Management believes Adjusted EBITDA is
useful as a means to evaluate our ability to fund our estimated uses of cash,
including the payment of interest on our debt. In addition, we have presented
Adjusted EBITDA to investors in the past because it is frequently used by investors,
securities analysts and other interested parties in the evaluation of companies in
our industry, and management believes presenting it here provides a measure of
consistency in our financial reporting. Adjusted EBITDA (also referred to in our Indenture as Consolidated Cash Flow) is also a component of the restrictive covenants and financial ratios
contained in the agreement(s) governing our debt that require us to maintain
compliance with these covenants and limit certain activities, such as our ability to incur additional debt and to pay dividends. The definitions in these
covenants and ratios are based on Adjusted EBITDA. As a result, management believes
the presentation of Adjusted EBITDA provides important additional information to
investors. While we use Adjusted EBITDA in managing and analyzing our business and
financial condition and believe it is useful to our management and investors for the
reasons described above, it has certain shortcomings. In particular, Adjusted
EBITDA does not represent the residual cash flows available for discretionary expenditures,
since items such as debt repayment and interest payments are not deducted from such
measure. Accordingly, it should not be construed as an alternative to net cash from
operating or investing activities, cash flows from operations or net income (loss) as defined by GAAP and is not, on its own, necessarily indicative of cash available to fund our cash needs as
determined in accordance with GAAP. In addition, not all companies use identical
calculations of Adjusted EBITDA, and our calculation of Adjusted EBITDA may not be
comparable to Adjusted EBITDA or other similarly titled measures of other companies. A
reconciliation of the differences between Adjusted EBITDA and the most directly comparable financial measure presented in accordance with GAAP is included in the table that follows. |
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Appendix 1: Reconciliation of Non-GAAP Financial Measures (Unaudited) (Amounts in thousands, except per share data) Three Months Ended Twelve Months Ended Pro Forma July 1, July 2, July 1, July 2, July 1, 2006 2005 2006 2005 2006 Net loss (6,360) $ (21,253) $ (17,292) $ (49,844) $ (26,451) $ Adjustments: Interest 900 779 3,375 3,162 9,513 Income taxes - - - - 0 Depreciation 946 1,167 4,250 3,517 5,145 Amortization of deferred financing fees 708 340 1,743 1,588 2,472 Amortization of intangible assets - - - - 5,200 Stock-based compensation 683 63 2,115 155 2,255 Change in fair value of settlement liability 180 - 525 - 525 Asset impairments 74 41 74 41 74 1,201 - 1,201 - 1,201 Adjusted EBITDA (1,668) $ (18,862) $ (4,009) $ (41,380) $ (66) Consolidation loss from non-controlling
interest in a variable interest entity |
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Appendix 2: Pro Forma Combined Statement of Operations VELOCITY EXPRESS CORPORATION AND SUBSIDIARIES PRO FORMA COMBINED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED JULY 1, 2006 (Unaudited) (Amounts in thousands, except per share data) Pro forma Combined Velocity Velocity Express Pro forma Express Corporation CD&L Adjustments Corporation (a) (b) Revenue 202,430 $ 237,671 $ - $
440,101 $ Cost of services 145,571 180,483 - 326,054 Gross profit 56,859 57,188 - 114,047 Operating expenses: Occupancy 12,269 7,477 - 19,746 Selling, general and administrative 56,681 47,150 4,880 (c) 108,711 Restructuring charges and asset impairments 378 - 378 Total operating expenses 69,328 54,627 4,880 128,835 Loss (gain) from operations (12,469) 2,561 (4,880) (14,788) Other income (expense): Interest expense (5,118) (1,530) (5,337) (d) (11,985) Other 295 27 - 322 Loss (income) before income taxes (17,292) 1,058 (10,217) (26,451) Income taxes - 218 (218) (e) - Net loss (income) (17,292) $ 840 $
(9,999) $ (26,451) $ Net loss applicable to common shareholders (24,901) $ 840 $
(26,132) $ (f) (50,193) $ Basic and diluted net loss per share (1.57) $
(2.67) $
Weighted average shares outstanding Basic and diluted 15,907 18,834 |
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Appendix 2: Footnotes to Pro Forma Combined Statement of Operations (a) Reflects Velocity Express Corporation’s consolidated statement of operations for the year ended July 1, 2006. (b) The pro forma statement of operations is presented using Velocity Express Corporation’s fiscal year-end of July 1, 2006. The CD&L results of operations are presented for the twelve months ended June 30, 2006. Certain balances have been reclassified to conform to the Velocity Express Corporation presentation, as follows: Cost of services reflects an adjustment of $11.8 million to reclassify dispatch and other field administrative costs to Selling, general and administrative expenses to conform to the Velocity Express Corporation presentation. Selling, general and administrative expenses reflects the net of: (1) an adjustment of $11.8 million to reclassify dispatch and other field administrative costs from cost of services, (2) an adjustment of $1.2 million to include Depreciation and amortization expense, and (3) an adjustment to include gains on the sales of assets, previously reported by CD&L in other income. (c) Amortization of intangible assets of $5.2 million reflects the preliminary allocation of the purchase price to intangible assets with the following estimated useful lives: customer lists, five years; non-compete, two years, offset by the reversal of amortization of the carrying amount of CD&L intangible assets of $0.3 million. (d) Reflects the sum of: (1) the interest incurred on the Senior Secured Notes of $8.9 million, (2) the write off of deferred financing fees associated with Velocity’s amended and restated revolving credit facility with Bank of America/Fleet Capital Corporation and the senior subordinated note with BET Associates, LP of $2.1 million, (3) the acceleration of debt discount accretion on the senior subordinated note with BET Associates, LP of $0.4 million, and (4) the write off of CD&L deferred financing fees of $0.4 million, offset by the reversal of (1) interest incurred on the amended and restated revolving credit facility with Bank of America/Fleet Capital Corporation and the senior subordinated note with BET Associates, LP of $2.9 million, (2) interest incurred by CD&L for the twelve months ended June 30, 2005 of $1.5 million, (3) deferred fee amortization of $1.7 million, and (4) accretion of debt discount on the senior subordinated note with BET Associates, LP of $0.2 million. (e) The tax benefit reflects the effect of combining the Velocity Express Corporation loss, the CD&L income, and the pro forma adjustments to yield a combined net loss, and considering the statutory rates in the various state tax jurisdictions. (f) Reflects the sum of: (1) a beneficial conversion feature contained in the sale of the Series Q Convertible Preferred Stock amounting to $13.1 million which is recognized as a deemed dividend to preferred shareholders at the time of the sale and a charge against net loss available to common shareholders, (2) dividends paid-in-kind (“PIK”) on the Series Q Convertible Preferred Stock of $2.9 million, (3) the deemed dividend from the beneficial conversion feature in PIK dividends of $0.1 million, and (4) the pro forma adjustments to Selling, general, and administrative expenses, Interest expense, and Income taxes of $4.9 million, $5.3 million, and $0.2 million noted in (c), (d), and (e), respectively above. |
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Appendix 2: Pro Forma Combined Balance Sheet VELOCITY EXPRESS CORPORATION AND SUBSIDIARIES PROFORMA COMBINED BALANCE SHEETS AS OF JULY 1, 2006 (Unaudited) (Amounts in thousands) Combined Pro forma Velocity Velocity Express Pro forma Express Corporation CD&L Adjustments Corporation (a) (b) ASSETS Current assets: Cash and cash equivelents
$ 1,715
$ 543 $
15,101 (c) 17,359 $
Accounts receivable, net
14,789
28,745
- 43,534 Accounts receivable - other
1,031
- 1,031 Prepaid workers'
compensation and auto liability insurance
1,932
- 1,932 Other prepaid expenses
1,167
3,495
- 4,662 Other current assets
973
- 973 Total
current assets
21,607
32,783
15,101
69,491 Property and equipment, net
6,581
3,575
(500) (d)
9,656 Goodwill
42,830
11,531
19,136 (e) 73,497 Deferred financing costs, net
1,763
229
5,482 (f) 7,474 Intangible assets
854
25,146 (g) 26,000 Other assets
2,872
741
- 3,613 Total assets $
75,653
$ 49,713 $
64,365
$ 189,731 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Trade accounts payable $
16,900
$ 9,326
$ - 26,226 $
Accrued insurance and claims
1,803
2,219
- 4,022 Accrued wages and
benefits
2,756
1,687
- 4,443 Accrued legal and
claims
4,688
325
- 5,013 Related party
liabilities
1,430
-
- 1,430 Other accrued liabilities
1,247
3,532
- 4,779 Short-term
borrowings
-
9,371
(9,371) (h) - Current
portion of long-term debt
1,363
542
(540) (i)
1,365 Total current liabilities
30,187
27,002
(9,911)
47,278 Long-term debt, less current
portion
26,185
5,015
12,544 (j) 43,744 Accrued insurance and claims
2,540
-
- 2,540 Restructuring
liabilities
111
-
- 111 Other
long-term liabilities
1,563
1,771
(1,361) (k) 1,973 Commitments and
contingencies
-
- Minority interest in equity of subsidiary Shareholders' equity: Preferred stock 33,243 4,000
42,462 (l) 79,705 Common stock
68
10
2 (m) 80 Stock subscription receivable
(7,543)
-
7,543 (n) - Additional
paid-in-capital 314,744
15,745
19,950 (o) 350,439 Treasury stock, at cost
-
(162)
162 (p)
0 Accumulated deficit (325,457)
(3,668)
(7,026) (q) (336,151) Accumulated other comprehensive income - Foreign currency
translation
12
-
-
12 Total
shareholders' equity
15,068
15,925
63,093
94,085 Total liabilities and shareholders' equity $
75,654
$ 49,713 $
64,365
$ 189,731 |
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Appendix 2: Footnotes to Pro Forma Combined Balance Sheet (a) Reflects Velocity Express Corporation’s consolidated balance sheet as of July 1, 2006. (b) Reflects CD&L’s balance sheet as of June 30, 2006. Certain balances have been reclassified to conform to the Velocity Express Corporation July 1, 2006 balance sheet presentation, as follows: Other intangible assets and deferred financing fees, net have been separated into two lines. Accounts payables, accrued liabilities and bank overdrafts of $15.2 million have been separated into Trade accounts payable of $9.3 million, Accrued insurance and claims of $2.2 million, Accrued wages and benefits of $1.7 million, Accrued legal and claims of $0.3 million, and Other accrued liabilities of $3.5 million. (c) Reflects the net of: (1) the cash proceeds from Senior Secured Notes issued of $63.4 million, net of $7.5 million in closing costs, (2) the proceeds from the sale of Series Q Convertible Preferred Stock of $46.1 million, net of $2.2 million in closing costs, (3) payment of Velocity Express Corporation debt of $26.3 million, (4) the cash consideration paid for CD&L and related closing costs of $54.6 million, (5) payment of the CD&L line of credit facility of $9.4 million, and (6) payment of CD&L seller-financed debt from acquisitions of $1.6 million. (d) Reflects write-down of CD&L vehicles to estimated fair value. (e) Reflects write-off of CD&L goodwill and the preliminary purchase price allocation to goodwill. Goodwill represents the excess of cash paid over net assets acquired. The estimated value allocated to goodwill was based on the excess of the purchase price over the preliminary fair values of other identifiable tangible and intangible assets acquired. This allocation is preliminary and may change, subject to the final valuation from a third party valuation expert. The final allocation of the purchase price could differ materially from the estimated allocation used for pro forma purposes, and any change in the attribution of the purchase price to amortizable intangible assets would result in a change to the amortization expense reflected in the pro forma statements of operations. The preliminary allocation of purchase price as if the transaction closed on April 1, 2006 follows: Tangible assets acquired $37,099 Fair value adjustment to vehicles (500) Identifiable intangible assets 26,000 Goodwill 30,667 Assumed liabilities (32,099) Consideration paid (including closing costs) $61,167 (f) Reflects the net of: (1) deferred financing fees associated with the Senior Secured Notes of $7.5 million, less (2) the write off of deferred financing fees of $1.7 million associated with the two-year extension of the Capital Contribution Agreement between Velocity and TH Lee Putnam Ventures, the write-off of Velocity’s deferred financing fees associated with its amended and restated revolving credit facility with Bank of America/Fleet Capital Corporation and associated with the senior subordinated note with BET Associates, LP of $0.4 million, and (4) the write off of CD&L deferred financing fees of $0.2 million. |
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Appendix 2: Footnotes to Pro Forma Combined Balance Sheet (continued) (g) Reflects the estimated fair value of identifiable intangible assets acquired net of the write-off of CD&L intangible assets as follows: Customer Relationships $24 million Non-Compete 2 million CD&L intangible assets (1 million) $25 million (h) Reflects payment of the CD&L line of credit facility. (i) Reflects the sum of: (1) payment of Velocity Express Corporation debt of $26.1 million, net of the acceleration of debt discount accretion on the senior subordinated note with BET Associates, LP of $0.4 million, and (2) payment of $0.5 million representing the current portion of CD&L seller-financed debt from acquisitions. (j) Reflects the net of: (1) the preliminary value allocated to the Senior Secured Notes of $43.9 million, net of debt discount and net of the value allocated to the attached warrants (the “Bond Warrants”) (This allocation is preliminary and may change, subject to the final valuation from a third party valuation expert. The final allocation of the proceeds between the Senior Secured Notes and the Bond Warrants could differ materially from the estimated allocation used for pro forma purposes), (2) the payment of the CD&L Series A Preferred Debentures of $4.0 million, and (3) the payment of $1.0 million representing the long-term portion of CD&L seller-financed debt from acquisitions. (k) Reflects the elimination of CD&L deferred tax liabilities. (l) Reflects the net of: (1) the issuance of Series Q Convertible Preferred Stock of $46.1 million, net of $2.2 million in closing costs, (2) the issuance of Series Q Convertible Preferred Stock of $0.4 million as compensation for a letter of credit loan guarantee, and (3) the purchase of the CD&L Series A Preferred Stock ($4.0 million). (m) Reflects the net of: (1) the par value of issuance of common stock as consideration for a portion of the outstanding equity securities purchased from CD&L shareholders, (2) the par value of issuance of common stock to advisors, and (3) the elimination of CD&L common stock capital account at par value. (n) Reflects the elimination of the subscription receivable that was collectible only in the event Velocity was in default of its amended and restated revolving credit facility with Bank of America/Fleet Capital Corporation. (o) Reflects the net of: (1) the preliminary value of $30.1 million allocated to the Bond Warrants from the proceeds from the Senior Secured Notes (This allocation is preliminary and may change, subject to the final valuation from a third party valuation expert. The final allocation of the proceeds between the Senior Secured Notes and the Bond Warrants could differ materially from the estimated allocation used for pro forma purposes), (2) the value of the warrants issued to advisors of $0.8 million, (3) the additional paid in capital on the new common shares issued, see (l) above, and (4) the value for the warrant issued to TH Lee Putnam Ventures as compensation for a letter of credit loan guarantee, all offset by the elimination of CD&L additional paid-in-capital. (p) Reflects the elimination of CD&L treasury stock capital account. (q) Reflects the net of: (1) the elimination of the subscription receivable of $7.5 million that was collectible only in the event Velocity was in default of its amended and restated revolving credit facility with Bank of America/Fleet Capital Corporation, (2) the write-off of Velocity’s remaining deferred financing fees of $0.4 million associated with the amended and restated revolving credit facility with Bank of America/Fleet Capital Corporation and associated with the senior subordinated note with BET Associates, LP, (3) the write off of deferred financing fees of $1.7 million associated with the two-year extension of the Capital Contribution Agreement between Velocity and TH Lee Putnam Ventures, (4) compensation for a letter of credit loan guarantee of $1.2 million, (5) the acceleration of debt discount accretion on the senior subordinated note with BET Associates, LP of $0.4 million and (6) elimination of the CD&L accumulated deficit. |