SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C., 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) July 15, 2002
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BARRISTER GLOBAL SERVICES NETWORK, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-14063 16-1176561
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
290 Ellicott Street, Buffalo, New York 14203
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (716) 845-5010
--------------
Not Applicable
--------------------------------------------------------------------------------
Former name or former address, if changed since last report.)
1
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following financial information is being filed to satisfy the financial
statement requirements for the Form 8-K filed July 22, 2002.
(a) Financial Statements for Business Acquired
Financial statements of Advantage Innovation, Inc. as of and for the years
ended March 31, 2002 and 2001, together with Independent Auditors Report.
ADVANTAGE INNOVATION, INC.
--------------------------
NEW ORLEANS, LOUISIANA
----------------------
BALANCE SHEETS
--------------
MARCH 31, 2002 AND 2001
-----------------------
A S S E T S 2002 2001
-----------
CURRENT ASSETS -------------- ---------------
--------------
Cash and cash equivalents $354,855 $ 114,141
Accounts receivable, net of allowance 421,442 481,995
Inventory - 9,645
Receivables from stockholders 117,489 72,255
Current deferred tax asset 91,390 103,896
-------------- ---------------
Total current assets 985,176 781,932
-------------- ---------------
PROPERTY AND EQUIPMENT, NET 110,638 6,372
---------------------------
-------------- ---------------
OTHER ASSETS
------------
Due from affiliated company 37,000 -
Deposits 4,454 3,949
Noncurrent deferred tax asset 4,728 9,546
-------------- ---------------
Total other assets 46,182 13,495
-------------- ---------------
TOTAL ASSETS $1,141,996 $ 801,799
------------ ============== ===============
L I A B I L I T I E S A N D S H A R E H O L D E R S' E Q U I T Y
---------------------------------------------------------------------
CURRENT LIABILITIES
-------------------
Accounts payable $ 95,103 $ 81,678
Taxes payable 287,079 179,829
Accrued expenses 17,601 39,428
Accrued bonuses 375,000 150,000
Accrued management fee 25,000 24,000
Note payable - 33,063
-------------- ---------------
Total current liabilities 799,783 507,998
-------------- ---------------
LONG-TERM NOTES PAYABLE TO STOCKHOLDER 46,072 226,710
--------------------------------------
-------------- ---------------
Total liabilities 845,855 734,708
-------------- ---------------
SHAREHOLDERS' EQUITY
--------------------
Common stock, no par value, 1,000 shares authorized,
issued and outstanding 5,800 5,800
Retained earnings 290,341 61,291
-------------- ---------------
Total shareholders' equity 296,141 67,091
-------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,141,996 $ 801,799
------------------------------------------ ============== ===============
The accompanying notes are an integral part of these statements.
2
ADVANTAGE INNOVATION, INC.
--------------------------
NEW ORLEANS, LOUISIANA
----------------------
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
----------------------------------------------
FOR THE YEARS ENDED MARCH 31, 2002 AND 2001
-------------------------------------------
2002 2001
---------------- ----------------
REVENUES $ 3,805,963 $ 1,724,510
--------
COST OF REVENUES 2,130,909 882,152
---------------- ---------------- ----------------
Gross Profit 1,675,054 842,358
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE 1,279,574 649,182
------------------------------------------- ---------------- ----------------
Income (loss) from continuing operations 395,480 193,176
---------------- ----------------
OTHER INCOME (EXPENSE)
Gain on disposal of assets - 55,000
Interest expense (2,800) -
Interest income 3,782 120
---------------- ----------------
Total other income (expense) 982 55,120
---------------- ----------------
INCOME (LOSS) FROM CONTINUING
-----------------------------
OPERATIONS BEFORE TAXES 396,462 248,296
--------------------------
INCOME TAX EXPENSE 172,162 101,828
------------------ ---------------- ----------------
INCOME BEFORE DISCONTINUED OPERATIONS 224,300 146,468
-------------------------------------
INCOME (LOSS) FROM OPERATIONS OF
--------------------------------
DISCONTINUED BUSINESS 4,750 (39,882)
------------------------ ---------------- ----------------
NET INCOME 229,050 106,586
----------
RETAINED EARNINGS (ACCUMULATED
------------------------------
DEFICIT), BEGINNING OF YEAR 61,291 (45,295)
------------------------------ ---------------- ----------------
RETAINED EARNINGS, END OF YEAR $ 290,341 $ 61,291
------------------------------ ================ ================
The accompanying notes are an integral part of these statements.
3
ADVANTAGE INNOVATION, INC.
--------------------------
NEW ORLEANS, LOUISIANA
----------------------
STATEMENT OF CASH FLOWS
-----------------------
FOR THE YEARS ENDED MARCH 31, 2002 AND 2001
-------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES: 2002 2001
------------------------------------- -------------- -------------
Reconciliation of net income to net cash provided by
operating activities:
Change in net assets $ 229,050 $ 106,586
Depreciation 38,455 62,797
Provision for bad debts 155,704 116,889
Provision for (benefit of) deferred taxes 17,324 (102,611)
Gain on sale of web services - (55,000)
Adjustments to reconcile change in net assets used
in operating activities:
Increase in accounts receivable (95,151) (477,971)
Decrease in other assets 9,140 13,587
Increase (decrease) in accounts payable and other (8,402) 63,505
Increase in taxes payable 107,250 176,725
Increase in bonuses and management fee payable 226,000 174,000
-------------- -------------
Net cash provided by operating activities 679,370 78,507
-------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
-------------------------------------
Purchases of property and equipment (142,721) (25,402)
Loans to stockholders and affiliated company (154,489) (7,751)
Payments on receivables from stockholders 72,255 -
Proceeds from sale of web services - 55,000
-------------- -------------
Net cash provided by (used in) investing activities (224,955) 21,847
-------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
-------------------------------------
Repayment of debt (33,063) (9,433)
Payments on notes payable to stockholder (180,638) (7,227)
-------------- -------------
Net cash used in financing activities (213,701) (16,660)
-------------- -------------
Net change in cash and cash equivalents 240,714 83,694
Cash and cash equivalents, beginning of year 114,141 30,447
-------------- -------------
Cash and equivalents, end of year $ 354,855 $ 114,141
============== =============
The accompanying notes are an integral part of these statements.
4
ADVANTAGE INNOVATION, INC.
--------------------------
NEW ORLEANS, LOUISIANA
----------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
OPERATIONS
Advantage Innovation, Inc. (the Company) was formed January 31, 1995, under
the laws of the State of Louisiana. The Company initially sold medical
equipment and provided repair services. Currently, the principal business
of the Company is the repair of personal computers and home appliances for
insurance companies who provide warranties on such equipment.
REVENUE AND COST RECOGNITION
For financial statement and income tax purposes, the Company recognizes
revenue and records expenses on the accrual basis of accounting. Under this
method, revenue is recognized when earned, and expenses are recorded when
incurred.
ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reported
periods. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
For the purpose of the statement of cash flows, the Company considers all
highly liquid accounts with an original maturity of three months or less to
be cash equivalents.
INVENTORY
Inventory consists of parts and supplies purchased for sale to customers
and is accounted for on the specific identification method.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost, less an allowance for
accumulated depreciation. Useful lives range from 3 to 10 years. For
financial statement purposes, depreciation is computed using the
straight-line and double declining balance methods.
INCOME TAXES
Income taxes are provided for the tax effects of transactions reported in
the financial statements and consist of taxes currently due plus deferred
taxes related primarily to operating losses that are available to offset
future taxable income and differences between the basis of depreciable
assets for financial and income tax reporting. The deferred tax assets and
liabilities represent future tax consequences of those differences, which
will either be deductible or taxable when the assets and liabilities are
recovered or settled.
NON-DIRECT RESPONSE ADVERTISING
The Company expenses all advertising costs as incurred. Advertising expense
for the years ended March 31, 2002 and 2001 totaled $9,876 and $6,356,
respectively.
2. ACCOUNTS RECEIVABLE
Accounts receivable includes earned but not billed revenue of $85,000 and
$25,600 at March 31, 2002 and 2001, respectively. The allowance for
doubtful accounts was $47,500 and $106,800 at March 31, 2002 and 2001,
respectively.
3. CONCENTRATION OF CREDIT RISKS
The revenue from three customers comprised approximately 81% of sales in
2002 and 71% of sales in 2001. At March 31, 2002, 90% of accounts
receivable was from four customers and at March 31, 2001, 58% of accounts
receivable was from two customers.
5
4. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following as of March 31, 2002 and
2001:
March 31
----------------------------------------
2002 2001
------------------ ------------------
Transportation equipment $ 73,546 $ 25,747
Equipment 62,621 19,041
Furniture and fixtures 42,677 6,372
------------------ ------------------
178,844 51,160
Less accumulated depreciation (68,206) (44,788)
------------------ ------------------
$ 110,638 $ 6,372
================== ==================
5. LEASE OBLIGATIONS
The Company leases facilities under a co-tenancy agreement. Future minimum
lease commitments as of March 31, 2002 are as follows:
Year Ending March 31,
2003 $ 34,593
2004 36,502
2005 3,056
-----------------
$ 74,151
=================
The Company is also responsible for monthly escrow charges for property
taxes, insurance, and common area maintenance charges which are
approximately $350 per month.
The Company also leases a variety of equipment under several month-to-
month leases that have no future non-cancelable lease obligations. Rent
expense for the years ended March 31, 2002 and 2001 was $43,946 and
$73,363, respectively.
6. INCOME TAXES
Income tax expense for the years ended March 31, 2002 and 2001 consisted of
the following components:
2002 2001
-------------- ----------------
Current tax expense $ 157,838 $ 176,941
Deferred tax expense (benefit) 17,324 (102,827)
-------------- ----------------
$ 175,162 $ 74,114
============== ================
Federal $ 150,299 $ 63,146
State 24,863 10,968
-------------- ----------------
$ 175,162 $ 74,114
============== ================
Continuing operations $ 172,162 $ 101,828
Discontinued operations 3,000 (27,714)
-------------- ----------------
$ 175,162 $ 74,114
============== ================
6
The Company's net deferred tax asset was comprised of the following as of
March 31, 2002 and 2001:
2002 2001
-------------- ----------------
Allowance for doubtful accounts $ 17,390 $ 39,516
Accrued bonuses and expenses 74,000 64,380
Excess of book deprecation over tax deprecation 4,728 9,546
-------------- ----------------
96,118 113,442
Current deferred tax asset (91,390) (103,896)
-------------- ----------------
Long-term deferred tax asset $ 4,728 $ 9,546
============== ================
A valuation allowance for the deferred tax asset is not recognized since
the Company's income in the carryback period exceeds the total of the
temporary differences during the reversal period.
The Company's significant temporary differences arise from bonus accruals,
allowance for doubtful accounts and the differences in the depreciation of
assets for financial and income tax reporting. The Company's effective tax
rate is higher than would be expected if the federal statutory rates were
applied to income from continuing operations because of state income taxes
and expenses deductible for financial reporting purposes that are not
deductible for tax purposes.
7. RELATED PARTY TRANSACTIONS
At March 31, 2002 and 2001 the Company had outstanding loans to
stockholders totaling $117,489 and $72,255, respectively. The loans bear
interest ranging from 2.75% to 4.10% per annum and are to be forgiven upon
disposition of the Company as discussed in note 9.
The Company had an outstanding note payable to a stockholder in the amount
of $46,072 and $226,710 as of March 31, 2002 and 2001, respectively.
Interest accrues at 1% per month until paid. A portion of this note was
transferred to the discontinued operations as explained in note 8.
The Company advanced $37,000 to an affiliated company. There are no
specific terms for repayment and are to be forgiven upon disposition of the
Company as discussed in note 9.
The Company paid management fees to a company affiliated through stock
ownership totaling $96,000 and $42,250 for the years ended March 31, 2002
and 2001, respectively.
Loans to stockholders totaling $24,414 were expensed as salary in the year
ended March 31, 2002.
8. DISCONTINUED OPERATIONS
On November 1, 2001, the Company discontinued the operations of its medical
services division. The assets and liabilities of the division were
transferred into a separate company. Accordingly, the operations of this
division have been reported separately as discontinued operations in the
accompanying financial statements. Summarized results of operations for the
discontinued operations for the years ended March 31, 2002 and 2001
consisted of the following:
2002 2001
-------------- ----------------
Net sales $ 434,452 $ 802,083
============== ================
Income (loss) from discontinued operations $ 4,750 $ (39,882)
============== ================
9. SUBSEQUENT EVENT
On July 15, 2002, an agreement to sell the stock of the Company was
finalized. On that same date, all loans to stockholders and the affiliated
company were forgiven and certain fixed assets of the Company, including
vehicles and art work, with a net book value of $91,296 were distributed as
bonuses to selected employees.
7
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
Advantage Innovation, Inc.
New Orleans, Louisiana:
We have audited the accompanying balance sheets of Advantage Innovation, Inc. as
of March 31, 2002 and 2001, and the related statements of operations and
retained earnings, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform our audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Advantage Innovation, Inc. as
of March 31, 2002 and 2001, and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
POSTLETHWAITE & NETTERVILLE
New Orleans, Louisiana
July 15, 2002
(b) Pro Forma Financial Information
The following Unaudited Pro Forma Condensed Consolidated Balance Sheet and
the Unaudited Pro Forma Condensed Consolidated Statements of Operations
give effect to the acquisition of Advantage Innovation, Inc. ("Advantage")
by the registrant, Barrister Global Services Network, Inc. (the "Company")
as if the acquisition, as further described below, had occurred on March
31, 2002, for the Unaudited Pro Forma Condensed Consolidated Balance Sheet,
April 1, 2000, for the Unaudited Pro Forma Condensed Consolidated Statement
of Operations for the year ended March 31, 2001, and April 1, 2001 for the
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the
year ended March 31, 2002.
The unaudited pro forma condensed consolidated financial statements are not
necessarily indicative of the financial position or future results of
operations or results that might have been achieved if the foregoing
transaction had been consummated as of the indicated dates. The unaudited
pro forma condensed consolidated financial statements should be read in
conjunction with the related notes thereto and the Company's historical
financial statements in its Annual Report on Form 10-K for the fiscal year
ended March 31, 2002 filed with the Securities and Exchange Commission.
The unaudited pro forma condensed consolidated financial statements,
presented below, incorporate the following transaction based on a
preliminary allocation of the purchase price. On July 15, 2002, the Company
acquired the stock of Advantage, a privately held technical and computer
services company performing services nationwide generally in the consumer
market for $1,200,000 in cash and future consideration of two contingent
payments. The contingent payments are due on the first and second
anniversaries of the closing, in an amount based upon the amount of
earnings before interest, taxes, depreciation and amortization achieved by
Advantage in each of the two years. The Company will account for the
acquisition as a purchase. Assets acquired and liabilities assumed will be
recorded at their estimated fair values at the date of acquisition. The
excess of the purchase price over the fair value of tangible and intangible
net assets acquired will be recorded as goodwill.
9
BARRISTER GLOBAL SERVICES NETWORK, INC.
AND ADVANTAGE INNOVATION INC.
Unaudited Pro Forma
Condensed Consolidated Statement of Operations
For the Year Ended March 31, 2001
(In thousands, except per share data)
Barrister
Global Services Advantage Innovation, Combined
Network, Inc. For Inc. For the Year Unaudited Pro Unaudited
the Year Ended Ended Forma Note Pro Forma
March 31, 2001 March 31, 2001 Adjustments Ref. Statement
-------------- -------------- ----------- --- ---------
Revenues $ 11,085 $ 1,724 $ 12,809
Costs and expenses
Cost of services 8,431 882 20 (7) 9,333
Selling, general, and administrative
expenses 3,236 649 95 (7) 3,980
--------- --------- ---------- ----------
Operating (loss) income (582) 193 (115) (504)
--------- --------- ---------- ----------
Gain on disposal of assets - (55) (55)
Interest income, net (193) - _ (193)
--------- --------- ---------- ----------
Net (loss) earnings from continuing (389) 248 (115) (256)
operations before income taxes
Income tax (benefit) expense (192) 102 (90)
--------- --------- ---------- ----------
Net (loss) earnings from
continuing operations (197) 146 (115) (166)
--------- --------- ---------- ----------
Discontinued operations:
Loss from discontinued operations,
net of income tax benefit - (40) (40)
Gain from sale of discontinued
operations net of income taxes 2,064 - 2,064
--------- --------- ---------- ----------
Net earnings $ 1,867 $ 106 $ (115) $ 1,858
========== ========= ========== ==========
Basic and diluted earnings per share:
Continuing operations (.02) (.01)
Discontinued operations .18 .17
---------- ----------
Total $ .16 $ .16
========== ==========
Weighted average number of shares
Basic and diluted 11,922 11,922
========== ==========
See accompanying notes to the unaudited pro forma condensed
consolidated financial statements.
10
BARRISTER GLOBAL SERVICES NETWORK, INC.
AND ADVANTAGE INNOVATION INC.
Unaudited Pro Forma
Condensed Consolidated Statement of Operations
For the Year Ended March 31, 2002
(In thousands, except per share data)
Barrister
Global Services Advantage Innovation, Combined
Network, Inc. For Inc. For the Year Unaudited Pro Unaudited
the Year Ended Ended Forma Note Pro Forma
March 31, 2002 March 31, 2002 Adjustments Ref. Statement
-------------- -------------- ----------- --- ---------
Revenues $ 12,845 $ 3,806 $ 16,651
Costs and expenses
Cost of services 10,108 2,131 20 (4,7) 12,259
Selling, general, and administrative
expenses 4,521 1,280 84 (7) 5,885
----------- ----------- ----------- -----------
Operating (loss) income (1,784) 395 (104) (1,493)
----------- ----------- ----------- -----------
Interest income, net (179) (1) (180)
----------- ----------- ----------- -----------
Net (loss) earnings from continuing (1,605) 396 (104) (1,313)
operations before income taxes
Income tax (benefit) expense (487) 172 5 (4) (310)
----------- ----------- ----------- -----------
Net (loss) earnings from
continuing operations (1,118) 224 (109) (1,003)
----------- ----------- ----------- -----------
Discontinued operations:
Income from discontinued
operations, net of income taxes - 5 5
----------- ----------- ----------- -----------
Net (loss) earnings $ (1,118) $ 229 $ (109) $ (998)
=========== =========== =========== ===========
Basic and diluted earnings per share:
Continuing operations (.09) (.08)
Discontinued operations - -
----------- -----------
Total $ (.09) $ (.08)
=========== ===========
Weighted average number of shares
Basic and diluted 11,937 11,937
=========== ===========
See accompanying notes to the unaudited pro forma condensed
consolidated financial statements.
11
BARRISTER GLOBAL SERVICES NETWORK, INC.
AND ADVANTAGE INNOVATION INC.
Unaudited Pro Forma
Condensed Consolidated Balance Sheet
March 31, 2002
(In thousands)
Barrister Advantage
Global Services Innovation Combined
Network, Inc. Inc. Unaudited Unaudited
March 31, March 31, Pro Forma Note Pro Forma
2002 2002 Adjustments Ref. Statements
---- ---- ----------- ---- ----------
ASSETS
Cash and equivalents $ 1,222 $ 355 (1,200) (1) $ 377
Short term investments 1,040 1,040
Accounts receivable 1,289 421 1,710
Loans to stockholders - 118 (118) (3) -
Service parts inventory 933 - 933
Income taxes 487 91 578
Prepaid expenses 23 - 23
-------- ---------- -------- ---------
Total current assets 4,994 985 (1,318) 4,661
-------- ---------- -------- ---------
Net equipment and leasehold
Improvements 387 111 30 (3,5) 528
Marketable securities 1,730 - 1,730
Goodwill - - 787 (6) 787
Intangible assets - - 219 (5) 219
Due from LLC - 37 (37) (3) -
Other assets 25 9 34
-------- ---------- -------- ---------
Total assets $ 7,136 $ 1,142 (319) $ 7,959
======== ========== ======== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current installment of long term debt 307 - 307
Accounts payable 761 120 75 (8) 956
Income taxes - 287 (98) (3) 189
Accrued compensation and benefits 677 18 695
Accrued bonuses - 375 375
Customer advances and unearned
Revenue 661 - 661
Other liabilities 152 - 152
-------- ---------- --------- ---------
Total current liabilities 2,558 800 (23) 3,335
-------- ---------- --------- ---------
Deferred compensation 267 - 267
Long-term debt, excluding current
Installments 27 46 73
Total stockholders' equity 4,284 296 (296) (9) 4,284
------- ---------- -------- ---------
Total liabilities and stockholders'
Equity $ 7,136 $ 1,142 (319) $ 7,959
======== ========== ======== =========
See accompanying notes to the unaudited pro forma condensed
consolidated financial statements.
12
BARRISTER GLOBAL SERVICES NETWORK, INC.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
1. The accompanying pro forma condensed consolidated financial statements of
Barrister Global Services Network, Inc. (the "Company") are presented to
reflect the acquisition of Advantage Innovation, Inc. ("Advantage"). On
July 15, 2002, the Company acquired the stock of Advantage for $1,200,000
in cash plus future consideration. The unaudited pro forma condensed
consolidated balance sheet as of March 31, 2002, gives effect to the
acquisition as if it had occurred on March 31, 2002. The unaudited pro
forma condensed consolidated statements of operations for the years ended
March 31, 2001 and March 31, 2002, give effect to the acquisition as if the
transaction occurred on April 1, 2000, and April 1, 2001, respectively.
2. The acquisition is accounted for as a purchase. Accordingly, assets
acquired and liabilities assumed are recorded at their estimated fair
values at the date of acquisition. The pro forma financial statements
reflect a preliminary allocation of the purchase price based on information
presently available. The excess of the purchase price over the fair value
of net assets acquired is recorded as goodwill. The amount of any future
consideration will be added to goodwill at the time it becomes due and
payable.
3. Represents the amount of loans to stockholders and the amount due from an
affiliated company that were forgiven and certain fixed assets with a net
book value of $91,000, including vehicles and art work that were
distributed to selected employees on the date of the acquisition. Also
includes the associated tax effect of the transactions.
4. Represents adjustments to depreciation expense associated with items
distributed per note 3 and the associated income tax effect.
5. Represents an adjustment to record assets at their estimated fair market
values.
6. Represents the excess of the purchase price for Advantage over the fair
value of the net assets acquired.
7. Represents depreciation of the fair value of tangible assets over a three
to five year period and amortization of the fair value of intangible assets
over a two to four year period.
8. Represents estimated legal and professional fees incurred in connection
with the transaction.
9. Reflects the elimination of Advantage's stockholders' equity.
13
c) Exhibit No. 23-01 Consent of Postlethwaite & Netterville,
Independent Auditors
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Barrister Global Services Network, Inc.
---------------------------------------
(Registrant)
Date: August 13, 2002 /s/ Richard P. Beyer
--------------- ----------------------------
(Signature)
Richard P. Beyer
Senior Vice President and
Chief Financial Officer
14