Filed by Bowne Pure Compliance






Exhibit 10.3




Pro-Forma Financial Statements:


On December 31, 2008, Technology Solutions Company (the “Company”) and Valkre Solutions, Inc.
(“Valkre”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which
the Company agreed to sell and Valkre agreed to acquire substantially all of the assets and assume
certain liabilities of the Company’s Customer Value Creation (“CVC”) practice (the “Practice”)
together with certain other assets, liabilities, properties and rights of the Company relating to
its CVC business.



a. Pro-forma consolidated condensed balance sheet — post sale of Practice:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Pro-forma Consolidated Balance Sheet - Post Sale of Practice	 
	 	 	Pre-Transaction	 	 	Transaction	 	 	Post-Transaction	 
	 	 	As reported	 	 	 	 	 	Pro-forma	 
	 	 	September 30, 2008 (1)	 	 	Adjustments (2)	 	 	September 30, 2008 (3)	 
	 	 	(Unaudited)	 	 	(Unaudited)	 	 	(Unaudited)	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Cash and short-term investments
	 	$	9,014	 	 	$	130	 	 	$	9,144	 
	Promissory Note from Valkre
	 	 	—	 	 	 	270	 	 	 	270	 
	Promissory Note from EnteGreat
	 	 	750	 	 	 	—	 	 	 	750	 
	Other current assets
	 	 	1,951	 	 	 	(160	)	 	 	1,791	 
	Fixed assets and intangible assets, net
	 	 	461	 	 	 	(160	)	 	 	301	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL ASSETS
	 	$	12,176	 	 	$	80	 	 	$	12,256	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Accounts payable
	 	$	1,003	 	 	$	—	 	 	$	1,003	 
	Accrued compensation
	 	 	535	 	 	 	—	 	 	 	535	 
	Other current liabilities
	 	 	136	 	 	 	—	 	 	 	136	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total shareholder equity
	 	 	10,502	 	 	 	80	 	 	 	10,582	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
	 	$	12,176	 	 	$	80	 	 	$	12,256	 
	 
	 	 	 	 	 	 	 	 	 








	 	 	 
	(1)	 	The pre-transaction unaudited condensed consolidated balance sheet represents the Company’s consolidated balance sheet as
of September 30, 2008, prior to the sale of the Practice.

	 
	(2)	 	The transaction adjustments column represents those assets and liabilities changes
resulting specifically from the sale of the Practice to Valkre.

	 
	(3)	 	The post-transaction pro-forma unaudited condensed consolidated balance sheet represents a pro-forma
look back to September 30, 2008 assuming the impact of the transaction related adjustments.

	 
	(4)	 	The condensed pro-forma consolidated balance sheet may not necessarily reflect the consolidated balance sheet of the
Company during any other future period.





b. Pro-forma consolidated condensed statements of income:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Year Ended December 31, 2007	 	 	Year to date through September 30, 2008	 
	 	 	CVC Practice (2)	 	 	Exogen/Corp (2)	 	 	As Reported (1)	 	 	CVC Practice (2)	 	 	Exogen/Corp (2)	 	 	As Reported (1)	 
	 	 	(unaudited)	 	 	(unaudited)	 	 	(Audited)	 	 	(unaudited)	 	 	(unaudited)	 	 	(unaudited)	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Revenues before reimbursable expenses
	 	$	1,080	 	 	$	9,308	 	 	$	10,388	 	 	$	884	 	 	$	4,783	 	 	$	5,667	 
	Reimbursable expenses
	 	 	172	 	 	 	1,028	 	 	 	1,200	 	 	 	337	 	 	 	494	 	 	 	831	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL REVENUES
	 	 	1,252	 	 	 	10,336	 	 	 	11,588	 	 	 	1,221	 	 	 	5,277	 	 	 	6,498	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cost of services
	 	 	1,469	 	 	 	7,775	 	 	 	9,244	 	 	 	1,036	 	 	 	4,647	 	 	 	5,683	 
	Management and administrative support
	 	 	428	 	 	 	9,110	 	 	 	9,538	 	 	 	278	 	 	 	1,793	 	 	 	2,071	 
	Intangible assets amortization
	 	 	205	 	 	 	—	 	 	 	205	 	 	 	147	 	 	 	—	 	 	 	147	 
	Intangible assets impairment — one-time, non-recurring (3)
	 	 	143	 	 	 	—	 	 	 	143	 	 	 	106	 	 	 	—	 	 	 	106	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL COSTS AND EXPENSES
	 	$	2,245	 	 	$	16,885	 	 	$	19,130	 	 	$	1,567	 	 	$	6,440	 	 	$	8,007	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OPERATING (LOSS) — Company
	 	$	(993	)	 	$	(6,549	)	 	$	(7,542	)	 	$	(346	)	 	$	(1,163	)	 	$	(1,509	)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	INVESTMENT INCOME
	 	 	—	 	 	 	469	 	 	 	469	 	 	 	—	 	 	 	290	 	 	 	290	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NET INCOME(LOSS) BY PRACTICE
	 	 	(993	)	 	 	(6,080	)	 	 	(7,073	)	 	 	(346	)	 	 	(873	)	 	 	(1,219	)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Discontinued Operations (4)
	 	 	—	 	 	 	(1,222	)	 	 	(1,222	)	 	 	—	 	 	 	1,957	 	 	 	1,957	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NET INCOME/(LOSS) — Company
	 	$	(993	)	 	$	(7,302	)	 	$	(8,295	)	 	$	(346	)	 	$	1,084	 	 	$	738	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Basic Income/(Loss) per share
	 	 	($0.39	)	 	 	($2.87	)	 	 	($3.26	)	 	 	($0.13	)	 	$	0.42	 	 	$	0.29	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Diluted Income/(Loss) per share
	 	 	($0.39	)	 	 	($2.87	)	 	 	($3.26	)	 	 	($0.13	)	 	$	0.41	 	 	$	0.28	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Weighted average share — Basic
	 	 	2,541	 	 	 	2,541	 	 	 	2,541	 	 	 	2,564	 	 	 	2,564	 	 	 	2,564	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Weighted average share — Diluted
	 	 	2,541	 	 	 	2,541	 	 	 	2,541	 	 	 	2,661	 	 	 	2,661	 	 	 	2,661	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








	 	 	 
	(1)	 	The pro-forma consolidated statements of income is a summary of TSC’s operating results excluding the
Practice on a stand-alone basis. It was derived by adjusting the financial information from the
Company’s Form 10K for year ended December 31, 2007 and the Company’s Form 10-Q filed for the nine
months ended September 30, 2008.

	 
	(2)	 	The Company has traditionally reported a consolidated look at the income statement instead of
by practice area. For this pro-forma representation, revenues and expenses were segregated by
those estimated amounts associated with the Practice on a stand-alone basis, with the remainder
being reflected as Exogen / Corporate. The Exogen/Corporate column, for this pro-forma
illustration, is carrying the entire burden of corporate administrative expenses. The allocated
costs for both above periods reflect those costs that were reasonably estimated to be directly
attributable to the Practice during the timeframe as indicated.

	 
	(3)	 	The intangible asset impairment amounts represents one-time non-recurring expenses recorded in
the period when an impairment of the intangible assets has been determined to have occurred. These
amounts are not recurring and represent the one time recognition of expense.

	 
	(4)	 	The Company sold its SAP Practice effective as of April 30, 2008. The Company filed a
Form 8K on May 9, 2008 with pro-forma financials related to the sale. For addition information
concerning the SAP Practice sale, see the Form 8K filing.

	 
	(5)	 	The financial information may not necessarily reflect the results of the operations of TSC,
excluding the Practice, as a stand-alone entity during the periods presented in the future.