Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On February 1, 2019, Control4 Corporation (“Control4” or the “Company”), completed its acquisition of NEEO, AG, a company organized and headquartered in Switzerland (“NEEO”), for $11.0 million in cash, pursuant to a Stock Purchase Agreement (the “Purchase Agreement”) dated January 11, 2019, by and among Control4, NEEO and all of the shareholders of NEEO.
The unaudited pro forma condensed combined balance sheet for the year ended December 31, 2018 is based on the historical financial statements of the Company and NEEO after giving effect to the Company’s acquisition of NEEO and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2018, combines the Company’s historical results with NEEO’s historical results for the calendar year ended December 31, 2018 after giving effect to the Company’s acquisition of NEEO and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.
The unaudited pro forma condensed combined balance sheet is presented as if the acquisition of NEEO had occurred on December 31, 2018. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2018 is presented as if the acquisition of NEEO had occurred on January 1, 2018.
The preliminary allocation of the consideration transferred used in the unaudited pro forma condensed combined financial statements is based upon preliminary estimates. The preliminary allocation of consideration transferred is subject to change during the measurement period (up to one year from the acquisition date) as the Company finalizes the valuation of certain tangible and intangible assets acquired and liabilities assumed in connection with the acquisition.
The unaudited pro forma condensed combined financial statements, including the notes thereto, do not reflect any potential cost savings or other synergies that could result from the acquisition. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and are not necessarily indicative of the combined financial position or results of operations for future periods or the results that would have been achieved if the acquisition had been consummated on the dates indicated. The pro forma adjustments are based upon information and assumptions available at the time of filing this Current Report on Form 8-K/A.
The unaudited pro forma condensed combined financial information should be read in conjunction with the historical consolidated financial statements and notes thereto of the Company and other financial information pertaining to the Company contained in its Annual Report on Form 10-K for the year ended December 31, 2018 and the Cautionary Note Regarding Forward-Looking Statements provided therein, and NEEO’s historical financial statements and notes thereto as of and for the year ended December 31, 2018, included as Exhibit 99.1 in this Current Report on Form 8–K/A.
CONTROL4 CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2018
(in thousands)
| | Historical | | Pro forma | | Adjustment | | Pro forma | |
| | Control4 | | NEEO AG | | Adjustments | | Reference | | Combined | |
Assets | | | | | | | | | | | |
Current assets: | | | | | | | | | | | |
Cash and cash equivalents | | $ | 40,395 | | $ | 243 | | $ | (11,000 | ) | (A) | | $ | 29,638 | |
Restricted cash | | 259 | | — | | — | | | | 259 | |
Short-term investments | | 52,794 | | — | | — | | | | 52,794 | |
Accounts receivable, net | | 33,016 | | 26 | | — | | | | 33,042 | |
Inventories | | 42,684 | | 851 | | — | | | | 43,535 | |
Prepaid expenses and other current assets | | 6,100 | | 558 | | (1,654 | ) | (B) | | 5,004 | |
Total current assets | | 175,248 | | 1,678 | | (12,654 | ) | | | 164,272 | |
Property and equipment, net | | 9,663 | | 58 | | — | | | | 9,721 | |
Intangible assets, net | | 20,651 | | — | | 6,384 | | (C) | | 27,035 | |
Goodwill | | 21,530 | | — | | 12,812 | | (D) | | 34,342 | |
Other assets | | 25,456 | | — | | — | | | | 25,456 | |
Total assets | | $ | 252,548 | | $ | 1,736 | | $ | 6,542 | | | | $ | 260,826 | |
Liabilities and stockholders’ equity | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | |
Accounts payable | | $ | 26,213 | | $ | 906 | | $ | — | | | | $ | 27,119 | |
Accrued liabilities | | 9,142 | | 1,290 | | 398 | | (E) | | 10,830 | |
Deferred revenue | | 5,507 | | — | | — | | | | 5,507 | |
Current portion of notes payable | | — | | 3,690 | | — | | | | 3,690 | |
Total current liabilities | | 40,862 | | 5,886 | | 398 | | | | 47,146 | |
Notes payable | | — | | 1,826 | | (1,654 | ) | (B) | | 172 | |
Other long-term liabilities | | 5,339 | | 494 | | 1,726 | | (F) | | 7,559 | |
Total liabilities | | 46,201 | | 8,206 | | 470 | | | | 54,877 | |
Commitments and contingencies | | — | | — | | — | | | | — | |
Stockholders’ equity: | | | | | | | | | | | |
Common stock | | 3 | | 502 | | (502 | ) | (G) | | 3 | |
Treasury stock | | — | | — | | — | | | | — | |
Additional paid-in capital | | 235,529 | | 6,319 | | (6,319 | ) | (G) | | 235,529 | |
Accumulated deficit | | (28,385 | ) | (12,871 | ) | 12,473 | | (G),(E) | | (28,783 | ) |
Accumulated other comprehensive loss | | (800 | ) | (420 | ) | 420 | | (G) | | (800 | ) |
Total stockholders’ equity (deficit) | | 206,347 | | (6,470 | ) | 6,072 | | | | 205,949 | |
Total liabilities and stockholders’ equity | | $ | 252,548 | | $ | 1,736 | | $ | 6,542 | | | | $ | 260,826 | |
See accompanying notes to unaudited pro forma condensed combined financial statements.
CONTROL4 CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2018
(in thousands, except per share data)
| | Historical | | Pro forma | | Adjustment | | Pro forma | |
| | Control4 | | NEEO AG | | Adjustments | | Reference | | Combined | |
Revenue | | $ | 272,458 | | $ | 920 | | $ | — | | | | $ | 273,378 | |
Cost of revenue | | 130,455 | | 1,145 | | 7 | | (K) | | 131,607 | |
Gross margin | | 142,003 | | (225 | ) | (7 | ) | | | 141,771 | |
Operating expenses: | | | | | | | | | | | |
Research and development | | 43,605 | | 427 | | 3,446 | | (H),(I),(K) | | 47,478 | |
Sales and marketing | | 50,834 | | — | | 607 | | (K) | | 51,441 | |
General and administrative | | 26,399 | | 3,320 | | (2,479 | ) | (K),(L) | | 27,240 | |
Litigation settlement | | — | | — | | — | | | | — | |
Total operating expenses | | 120,838 | | 3,747 | | 1,574 | | | | 126,159 | |
Income (loss) from operations | | 21,165 | | (3,972 | ) | (1,581 | ) | | | 15,612 | |
Other income (expense), net: | | | | | | | | | | | |
Interest, net | | 1,222 | | (380 | ) | — | | | | 842 | |
Other components of defined benefit plans, net | | — | | (28 | ) | — | | | | (28 | ) |
Other income (expense), net | | (1,538 | ) | (79 | ) | 1 | | (K) | | (1,616 | ) |
Total other income (expense), net | | (316 | ) | (487 | ) | 1 | | | | (802 | ) |
Income (loss) before income taxes | | 20,849 | | (4,459 | ) | (1,580 | ) | | | 14,810 | |
Income tax expense (benefit) | | (22,991 | ) | 4 | | (332 | ) | (J) | | (23,319 | ) |
Net income (loss) | | $ | 43,840 | | $ | (4,463 | ) | $ | (1,248 | ) | | | $ | 38,129 | |
Net income per common share: | | | | | | | | | | | |
Basic | | $ | 1.67 | | | | | | | | $ | 1.45 | |
Diluted | | $ | 1.60 | | | | | | | | $ | 1.39 | |
Weighted-average number of shares: | | | | | | | | | | | |
Basic | | 26,235 | | | | | | | | 26,235 | |
Diluted | | 27,484 | | | | | | | | 27,484 | |
See accompanying notes to unaudited pro forma condensed combined financial statements.
Control4 Corporation
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
1. Basis of Pro Forma Presentation
The unaudited pro forma condensed combined financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.
The Company accounts for business combinations pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations. In accordance with ASC 805, the Company recognizes separately from goodwill, the identifiable assets acquired, the liabilities assumed, and any noncontrolling interests in an acquiree, generally at the acquisition date fair value as defined by ASC 820, Fair Value Measurements and Disclosures. Goodwill as of the acquisition date is measured as the excess of the fair value of consideration transferred over the fair value of identifiable assets acquired and liabilities assumed at the acquisition date.
The Company has made significant assumptions and estimates in determining the consideration transferred and the preliminary allocation of the consideration transferred in the unaudited pro forma condensed combined financial statements. These preliminary estimates and assumptions are subject to change during the measurement period (up to one year from the acquisition date) as the Company finalizes the valuation of certain tangible and intangible assets acquired and liabilities assumed in connection with the acquisition. These changes could result in material variances between the Company’s future financial results and the amounts presented in these unaudited pro forma condensed combined financial statements, including variances in fair values recorded, as well as expenses and cash flows associated with these items.
The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of the Company’s consolidated results of operations or financial position that would have been reported had the NEEO acquisition been completed as of the dates presented, and should not be taken as a representation of the Company’s future consolidated results of operations or financial position. The unaudited pro forma condensed combined financial statements have been adjusted to give effect to pro forma events that are (i) directly attributable to the acquisitions, (ii) factually supportable, and (iii) with respect to the statement of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial statements do not reflect any operating efficiencies and associated cost savings that the Company may achieve with respect to the combined companies. The unaudited pro forma condensed combined financial statements should be read in conjunction with the Company’s historical consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2018 and NEEO’s historical financial statements and notes thereto as of and for the year ended December 31, 2018.
2. NEEO Acquisition
On February 1, 2019, Control4 Corporation (“Control4” or the “Company”), completed its acquisition of NEEO, AG, a company organized and headquartered in Switzerland (“NEEO”), pursuant to a Stock Purchase Agreement (the “Purchase Agreement”) dated January 11, 2019, by and among Control4, NEEO and all of the shareholders of NEEO.
The total purchase price for Control4’s acquisition of NEEO was $11,000,000 in cash.
Preliminary Allocation of Consideration Transferred
Total consideration transferred was allocated to tangible and identifiable intangible assets acquired and liabilities assumed based on their preliminary fair values at the acquisition date as set forth below, with such preliminary fair values being subject to final review and analysis and consideration of the tax implications of the fair value allocations. The Company believes that the acquisition of NEEO was a talent and technology investment that will allow the Company to accelerate its leadership in delivering remotes, touch panels, keypads, and other smart home devices. Management estimated the fair values of tangible and intangible asset and liabilities in accordance with the applicable accounting guidance for business combinations. The preliminary amount of consideration transferred is subject to change during the measurement period (up to one year from the acquisition date) as the Company finalizes the valuation of certain tangible and intangible assets acquired and liabilities assumed in connection with the acquisition. The Company expects the allocation of the consideration transferred to be final within the measurement period (up to one year from the acquisition date).
The Company’s preliminary allocation of consideration transferred for NEEO is as follows (in thousands):
| | Estimated Fair Value | |
Cash | | $ | 442 | |
Accounts receivable | | 17 | |
Inventory | | 572 | |
Other assets acquired | | 484 | |
Property and equipment, net | | 61 | |
Intangible assets | | 6,384 | |
Goodwill | | 10,898 | |
Total assets acquired | | 18,858 | |
Deferred tax liability | | 1,726 | |
Assumed liabilities | | 6,132 | |
Total net assets acquired | | $ | 11,000 | |
3. Pro Forma Adjustments
The unaudited pro forma condensed combined balance sheet and statement of operations give effect to the following pro forma adjustments:
(A) Adjustment to record the cash consideration transferred to the former NEEO stockholders.
(B) Adjustment to eliminate amounts due from NEEO to Control4.
(C) Adjustment to record the preliminary fair value of the following identifiable intangible assets:
| | Intangible Asset | |
| | Amount | |
Remote control technology | | $ | 5,755,000 | |
Internally developed technologies | | 629,000 | |
Total | | $ | 6,384,000 | |
(D) Adjustment to record goodwill.
(E) Adjustment to accrue for estimated transaction costs expected to be incurred in closing the transaction that have not been expensed in the historical statement of operations.
(F) Adjustment to record the deferred tax liability resulting from Control4’s acquisition of NEEO.
(G) Adjustments to record the elimination of NEEO’s historical stockholders’ deficit.
(H) Adjustments to record the amortization expense related to the intangible assets acquired as if the acquisition had occurred on January 1, 2018. Estimated amortization expense by intangible asset category and the respective estimated useful life of each intangible asset category are shown below:
| | Intangible Asset | | Estimated | | Estimated | |
| | Amount | | Useful Life | | Amortization Expense | |
Remote control technology | | $ | 5,755,000 | | 5 years | | $ | 1,151,000 | |
Internally developed technologies | | 629,000 | | 2-3 years | | 299,500 | |
Total | | $ | 6,384,000 | | | | $ | 1,450,500 | |
(I) Adjustment to record stock-based compensation expense of $480,000 associated with RSU grants issued to continuing employees of NEEO as part of the Purchase Agreement as if the acquisition had occurred on January 1, 2019.
(J) Reflects the estimated tax benefit that would have been recognized as a result of the assumed reduction of taxable income.
(K) Adjustment to reclassify expenses to conform to Control4’s accounting policies.
(L) Represents the elimination of nonrecurring transaction costs of $351,000 incurred during the year ended December 31, 2018, that are directly related to the acquisition of NEEO AG.
