Exhibit 99.5
SimpleTech, Inc.
Pro Forma Financial Information
(Unaudited)
Introduction
On February 9, 2007, SimpleTech, Inc. (the “Company”) completed the sale of assets of its Consumer Division to Fabrik, Inc. for approximately $43 million. The following Unaudited Pro Forma Consolidated Financial Statements have been prepared to illustrate the effect of the sale of assets of the Consumer Division, as a discontinued operation, on the historical financial position and results of operations of the Company.
The Unaudited Pro Forma Consolidated Statements of Operations for the nine months ended September 30, 2005 and 2006, and for the years ended December 31, 2003, 2004 and 2005, reflect the sale of assets of the Consumer Division that occurred on February 9, 2007, as if it had occurred as of January 1, 2003. The Unaudited Pro Forma Consolidated Balance Sheet reflects the sale of assets of the Consumer Division as if the sale occurred on September 30, 2006.
The Unaudited Pro Forma Consolidated Financial Statements are based upon available information and assumptions that the Company believes are reasonable under the circumstances. The Unaudited Pro Forma Consolidated Financial Statements have been provided for information purposes and are not necessarily indicative of the financial condition or results of operations that would have been achieved had the sale of assets of the Consumer Division occurred on the date indicated. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the Unaudited Pro Forma Consolidated Financial Statements. The Unaudited Pro Forma Consolidated Financial Statements, including the notes thereto, should be read in conjunction with the historical financial statements of the Company included in its Quarterly Report on Form 10-Q for the period ended September 30, 2006, and in its Annual Report on Form 10-K for the year ended December 31, 2005.
The results of the sale of Consumer Division assets will be accounted for as a discontinued operation in the first quarter of 2007, in accordance with Statement of Financial Accounting Standards No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets,” when the Company issues its financial statements for the first period that ends after completing the sale of assets of the Consumer Division.
SimpleTech, Inc.
Pro Forma Consolidated Balance Sheet
As of September 30, 2006
(Unaudited)
(in thousands)
| | | | | | | | | | |
| | Historical SimpleTech, Inc.(5) | | Sale of Consumer Division Assets(6) | | | Pro Forma SimpleTech, Inc. |
Current Assets: | | | | | | | | | | |
Cash & Cash Equivalents | | $ | 37,826 | | $ | 58,517 | (1) | | $ | 96,343 |
Accounts Receivable, Net | | | 60,912 | | | (28,672 | )(2) | | | 32,240 |
Inventory, Net | | | 75,504 | | | (35,981 | )(2) | | | 39,523 |
Deferred Income Taxes | | | 2,317 | | | | | | | 2,317 |
Other Current Assets | | | 1,926 | | | | | | | 1,926 |
| | | | | | | | | | |
Total Current Assets | | | 178,485 | | | (6,136 | ) | | | 172,349 |
| | | | | | | | | | |
Furniture, Fixtures and Equipment, Net | | $ | 10,578 | | $ | (187 | )(2) | | $ | 10,391 |
Intangible Assets, Net | | | 852 | | | | | | | 852 |
Goodwill | | | 1,682 | | | | | | | 1,682 |
Other Long-Term Assets | | | 1,773 | | | | | | | 1,773 |
Deferred Income Taxes | | | 2,429 | | | | | | | 2,429 |
| | | | | | | | | | |
Total Assets | | $ | 195,799 | | $ | (6,323 | ) | | $ | 189,476 |
| | | | | | | | | | |
Current Liabilities: | | | | | | | | | | |
Accounts Payable | | $ | 38,637 | | $ | (13,290 | )(2) | | $ | 25,347 |
Accrued and Other Liabilities | | | 8,697 | | | 1,573 | (2)(3)(8) | | | 10,270 |
| | | | | | | | | | |
Total Liabilities | | | 47,334 | | | (11,717 | ) | | | 35,617 |
| | | | | | | | | | |
Shareholders’ Equity | | | | | | | | | | |
Preferred Stock | | | | | | | | | | |
Common Stock | | | 47 | | | | | | | 47 |
Additional Paid-In Capital | | | 120,285 | | | | | | | 120,285 |
Retained Earnings | | | 28,133 | | | 5,394 | (4) | | | 33,527 |
| | | | | | | | | | |
Total Shareholders’ Equity | | | 148,465 | | | 5,394 | | | | 153,859 |
| | | | | | | | | | |
Total Liabilities & Shareholders’ Equity | | $ | 195,799 | | $ | (6,323 | ) | | $ | 189,476 |
| | | | | | | | | | |
SimpleTech, Inc.
Pro Forma Consolidated Statement of Operations
For the Nine Months Ended September 30, 2006
(Unaudited)
(in thousands, except per share data)
| | | | | | | | | | |
| | Historical SimpleTech, Inc.(5) | | Sale of Consumer Division Assets(6) | | | Pro Forma SimpleTech, Inc. |
Net revenues | | $ | 237,795 | | $ | 96,326 | | | $ | 141,469 |
Cost of revenues | | | 182,097 | | | 83,910 | | | | 98,187 |
| | | | | | | | | | |
Gross profit | | | 55,698 | | | 12,416 | | | | 43,282 |
| | | | | | | | | | |
Operating expenses: | | | | | | | | | | |
Sales and marketing | | | 20,182 | | | 8,754 | | | | 11,428 |
General and administrative | | | 10,282 | | | 1,889 | | | | 8,393 |
Research and development | | | 6,808 | | | 102 | | | | 6,706 |
| | | | | | | | | | |
Total operating expenses | | | 37,272 | | | 10,745 | | | | 26,527 |
| | | | | | | | | | |
Operating income | | | 18,426 | | | 1,671 | | | | 16,755 |
| | | | | | | | | | |
Interest income and other | | | 1,378 | | | | | | | 1,378 |
| | | | | | | | | | |
Income before provision for income taxes | | | 19,804 | | | 1,671 | | | | 18,133 |
| | | | | | | | | | |
Provision for income taxes | | | 7,432 | | | 675 | (7) | | | 6,757 |
| | | | | | | | | | |
Income from continuing operations | | $ | 12,372 | | $ | 996 | | | $ | 11,376 |
| | | | | | | | | | |
Income from continuing operations per share: | | | | | | | | | | |
Basic | | $ | 0.27 | | | | | | $ | 0.25 |
Diluted | | $ | 0.26 | | | | | | $ | 0.24 |
Shares used in income from continuing operations computation: | | | | | | | | | | |
Basic | | | 45,773 | | | | | | | 45,773 |
Diluted | | | 47,156 | | | | | | | 47,156 |
See accompanying notes to the unaudited pro forma consolidated financial statements.
SimpleTech, Inc.
Pro Forma Consolidated Statement of Operations
For the Nine Months Ended September 30, 2005
(Unaudited)
(in thousands, except per share data)
| | | | | | | | | | |
| | Historical SimpleTech, Inc.(5) | | Sale of Consumer Division Assets(6) | | | Pro Forma SimpleTech, Inc. |
Net revenues | | $ | 198,737 | | $ | 100,916 | | | $ | 97,821 |
Cost of revenues | | | 161,054 | | | 87,138 | | | | 73,916 |
| | | | | | | | | | |
Gross profit | | | 37,683 | | | 13,778 | | | | 23,905 |
| | | | | | | | | | |
Operating expenses: | | | | | | | | | | |
Sales and marketing | | | 17,750 | | | 10,001 | | | | 7,749 |
General and administrative | | | 9,459 | | | 1,796 | | | | 7,663 |
Research and development | | | 4,709 | | | 122 | | | | 4,587 |
| | | | | | | | | | |
Total operating expenses | | | 31,918 | | | 11,919 | | | | 19,999 |
| | | | | | | | | | |
Operating income | | | 5,765 | | | 1,859 | | | | 3,906 |
| | | | | | | | | | |
Interest income and other | | | 1,219 | | | | | | | 1,219 |
| | | | | | | | | | |
Income before provision for income taxes | | | 6,984 | | | 1,859 | | | | 5,125 |
| | | | | | | | | | |
Provision for income taxes | | | 2,175 | | | 751 | (7) | | | 1,424 |
| | | | | | | | | | |
Income from continuing operations | | $ | 4,809 | | $ | 1,108 | | | $ | 3,701 |
| | | | | | | | | | |
Income from continuing operations per share: | | | | | | | | | | |
Basic | | $ | 0.11 | | | | | | $ | 0.08 |
Diluted | | $ | 0.10 | | | | | | $ | 0.08 |
Shares used in income from continuing operations computation: | | | | | | | | | | |
Basic | | | 45,326 | | | | | | | 45,326 |
Diluted | | | 46,809 | | | | | | | 46,809 |
See accompanying notes to the unaudited pro forma consolidated financial statements.
SimpleTech, Inc.
Pro Forma Consolidated Statement of Operations
For the Twelve Months Ended December 31, 2005
(Unaudited)
(in thousands, except per share data)
| | | | | | | | | | |
| | Historical SimpleTech, Inc.(5) | | Sale of Consumer Division Assets(6) | | | Pro Forma SimpleTech, Inc. |
Net revenues | | $ | 261,988 | | $ | 133,678 | | | $ | 128,310 |
Cost of revenues | | | 212,887 | | | 115,609 | | | | 97,278 |
| | | | | | | | | | |
Gross profit | | | 49,101 | | | 18,069 | | | | 31,032 |
| | | | | | | | | | |
Operating expenses: | | | | | | | | | | |
Sales and marketing | | | 24,179 | | | 13,100 | | | | 11,079 |
General and administrative | | | 12,705 | | | 2,410 | | | | 10,295 |
Research and development | | | 6,560 | | | 160 | | | | 6,400 |
| | | | | | | | | | |
Total operating expenses | | | 43,444 | | | 15,670 | | | | 27,774 |
| | | | | | | | | | |
Operating income | | | 5,657 | | | 2,399 | | | | 3,258 |
| | | | | | | | | | |
Interest income and other | | | 1,629 | | | | | | | 1,629 |
| | | | | | | | | | |
Income before provision for income taxes | | | 7,286 | | | 2,399 | | | | 4,887 |
| | | | | | | | | | |
Provision for income taxes | | | 1,713 | | | 969 | (7) | | | 744 |
| | | | | | | | | | |
Income from continuing operations | | $ | 5,573 | | $ | 1,430 | | | $ | 4,143 |
| | | | | | | | | | |
Income from continuing operations per share: | | | | | | | | | | |
Basic | | $ | 0.12 | | | | | | $ | 0.09 |
Diluted | | $ | 0.12 | | | | | | $ | 0.09 |
Shares used in income from continuing operations computation: | | | | | | | | | | |
Basic | | | 45,243 | | | | | | | 45,243 |
Diluted | | | 46,625 | | | | | | | 46,625 |
See accompanying notes to the pro forma consolidated financial statements.
SimpleTech, Inc.
Pro Forma Consolidated Statement of Operations
For the Twelve Months Ended December 31, 2004
(Unaudited)
(in thousands, except per share data)
| | | | | | | | | | |
| | Historical SimpleTech, Inc. | | Sale of Consumer Division Assets(6) | | | Pro Forma SimpleTech, Inc. |
Net revenues | | $ | 275,432 | | $ | 143,736 | | | $ | 131,696 |
Cost of revenues | | | 228,269 | | | 122,136 | | | | 106,133 |
| | | | | | | | | | |
Gross profit | | | 47,163 | | | 21,600 | | | | 25,563 |
| | | | | | | | | | |
Operating expenses: | | | | | | | | | | |
Sales and marketing | | | 19,875 | | | 11,866 | | | | 8,009 |
General and administrative | | | 10,106 | | | 1,949 | | | | 8,157 |
Research and development | | | 4,295 | | | 200 | | | | 4,095 |
| | | | | | | | | | |
Total operating expenses | | | 34,276 | | | 14,015 | | | | 20,261 |
| | | | | | | | | | |
Operating income | | | 12,887 | | | 7,585 | | | | 5,302 |
| | | | | | | | | | |
Interest income and other | | | 1,052 | | | | | | | 1,052 |
| | | | | | | | | | |
Income before provision for income taxes | | | 13,939 | | | 7,585 | | | | 6,354 |
| | | | | | | | | | |
Provision for income taxes | | | 5,158 | | | 3,091 | (7) | | | 2,067 |
| | | | | | | | | | |
Income from continuing operations | | $ | 8,781 | | $ | 4,494 | | | $ | 4,287 |
| | | | | | | | | | |
Income from continuing operations per share: | | | | | | | | | | |
Basic | | $ | 0.18 | | | | | | $ | 0.09 |
Diluted | | $ | 0.17 | | | | | | $ | 0.09 |
Shares used in income from continuing operations computation: | | | | | | | | | | |
Basic | | | 47,707 | | | | | | | 47,707 |
Diluted | | | 49,563 | | | | | | | 49,563 |
See accompanying notes to the pro forma consolidated financial statements.
SimpleTech, Inc.
Pro Forma Consolidated Statement of Operations
For the Twelve Months Ended December 31, 2003
(Unaudited)
(in thousands, except per share data)
| | | | | | | | | | | |
| | Historical SimpleTech, Inc.(5) | | Sale of Consumer Division Assets(6) | | | Pro Forma SimpleTech, Inc. | |
Net revenues | | $ | 211,806 | | $ | 153,382 | | | $ | 58,424 | |
Cost of revenues | | | 175,927 | | | 130,348 | | | | 45,579 | |
| | | | | | | | | | | |
Gross profit | | | 35,879 | | | 23,034 | | | | 12,845 | |
| | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | |
Sales and marketing | | | 18,787 | | | 12,713 | | | | 6,074 | |
General and administrative | | | 10,077 | | | 1,901 | | | | 8,176 | |
Research and development | | | 2,445 | | | 193 | | | | 2,252 | |
| | | | | | | | | | | |
Total operating expenses | | | 31,309 | | | 14,807 | | | | 16,502 | |
| | | | | | | | | | | |
Operating income | | | 4,570 | | | 8,227 | | | | (3,657 | ) |
| | | | | | | | | | | |
Interest income and other | | | 557 | | | | | | | 557 | |
| | | | | | | | | | | |
Income before provision for income taxes | | | 5,127 | | | 8,227 | | | | (3,100 | ) |
| | | | | | | | | | | |
Provision for income taxes | | | 1,645 | | | 3,164 | (7) | | | | |
| | | | | | | | | | | |
Income (loss) from continuing operations | | $ | 3,482 | | $ | 5,063 | | | $ | (1,581 | ) |
| | | | | | | | | | | |
Income (loss) from continuing operations per share: | | | | | | | | | | | |
Basic | | $ | 0.09 | | | | | | $ | (0.04 | ) |
Diluted | | $ | 0.08 | | | | | | $ | (0.04 | ) |
Shares used in income (loss) from continuing operations computation: | | | | | | | | | | | |
Basic | | | 40,409 | | | | | | | 40,409 | |
Diluted | | | 42,560 | | | (2,151 | )(9) | | | 40,409 | |
See accompanying notes to the pro forma consolidated financial statements.
SimpleTech, Inc.
Notes to the Pro Forma Consolidated Financial Statements
(Unaudited)
(dollars in thousands)
(1) | To record cash consideration of $59,721. The cash consideration was based on September 30, 2006 net working capital of the Consumer Division plus approximately $10,000. In accordance with the Purchase Agreement, the Company will receive gross proceeds from the sale of Consumer Division assets of approximately $10,000 plus the net working capital as of the date of sale. On February 9, 2007, the Company received proceeds of approximately $43,000, representing approximately $10,000 in excess of the estimated net working capital of approximately $33,000 of the Consumer Division as of February 8, 2007. The actual consideration received will be adjusted based on the finalization of the actual net working capital as of February 8, 2007. |
(2) | Represents adjustments to eliminate assets and liabilities of the Consumer Division. |
(3) | To accrue for estimated transaction expenses associated with the sale of approximately $1,300. |
(4) | To record the preliminary gain on the sale of assets of the Consumer Division based on cash consideration of $59,721 which represents $10,000 over net working capital as of September 30, 2006. |
| | | | |
Proceeds received | | $ | 58,517 | |
Net assets sold | | | (48,517 | ) |
Accrued transaction expense | | | (1,300 | ) |
| | | | |
Gain on sale before taxes | | $ | 8,700 | |
Income taxes | | | (3,306 | ) |
| | | | |
Net gain | | $ | 5,394 | |
| | | | |
On February 9, 2007, the Company received proceeds of approximately $43,000 representing approximately $10,000 in excess of the estimated net working capital of approximately $33,000 of the Consumer Division as of February 8, 2007. The gain on sale is preliminary and subject to change upon finalization of the Company’s financial statements for the first quarter ended March 31, 2007. The gain has not been included in the pro forma income statement but will be reflected in the historical financial statements when consummated.
(5) | Represents the Consolidated Statements of Operations and Consolidated Balance Sheet included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2006, and the Consolidated Statements of Operations included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005. |
(6) | Represents adjustments to eliminate the results of operations of the Consumer Division that the Company believes are directly attributable to the sale of Consumer Division assets, factually supportable and will not continue after the sale. |
(7) | Represents tax provision allocated to discontinued operations after the allocation to continuing operations. |
(8) | Represents income tax liability as a result of the sale of approximately $3,306. |
(9) | Represents adjustment to diluted number of shares as their inclusion would have been anti-dilutive for the period presented. |