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ICLD > SEC Filings for ICLD > Form 8-K/A on 19-Aug-2013All Recent SEC Filings

Show all filings for INTERCLOUD SYSTEMS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K/A for INTERCLOUD SYSTEMS, INC.


19-Aug-2013

Results of Operations and Financial Condition


Item 2.02. Results of Operations and Financial Condition.

Reference is hereby made to Amendment No. 5 to the Registration Statement on Form S-1 (File No. 333-185293) of InterCloud Systems, Inc., filed with the Securities and Exchange Commission on August 5, 2013 (the "Registration Statement"). In the Registration Statement under the heading "Prospectus Summary
- Recent Developments," we filed certain preliminary financial information for the three- and six-month periods ended June 30, 2013, which preliminary financial information is reproduced in this Current Report on Form 8-K.

The following is a summary of our preliminary historical financial data for the three-month and six-month periods ended June 30, 2013. This financial data is based on currently available information and management estimates, and is subject to completion of our financial close process. This preliminary consolidated financial information is the responsibility of and has been prepared by our management. BDO USA, LLP, our independent auditors, has not audited, reviewed, compiled or performed any procedures with respect to the following preliminary consolidated financial information. Accordingly, BDO USA, LLP does not express an opinion or any other form of assurance with respect thereto.

The preliminary historical financial data for the three-month and six-month periods ended June 30, 2013 set forth herein should be read together with the information set forth in the Registration Statement under the headings "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Selected Consolidated Historical Financial Information" and our financial statements and related notes as set forth in the Registration Statement.

The following table also includes unaudited pro forma preliminary combined financial data for the three-month and six-month periods ended June 30, 2013. We constructed the preliminary pro forma financial data from our preliminary historical financial data set forth below, and the combined preliminary financial data of each of (i) AW Solutions, Inc. and AW Solutions Puerto Rico, LLC ("AW Solutions"), which we acquired in the second quarter of 2013 and (ii) Integration Partners-NY Corporation ("IPC"), which we intend to acquire upon consummation of the offering described in the Registration Statement, as if we had completed the acquisitions of each of such entities on January 1, 2013. As a result such pro forma financial data may not represent the financial data that would result from operations of the combined companies. In addition, the financial data set forth herein is based in part on certain assumptions that we believe are reasonable, but there are no assurances that these assumptions will prove accurate over time. Accordingly, our actual results from operations may change and the changes may be material. The unaudited pro forma preliminary combined financial information should be read together with the information set forth in the Registration Statement under the heading "Unaudited Pro Forma Combined Condensed Financial Information."

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