Exhibit 99.2
Collexis Holdings, Inc. and Subsidiaries
Index to Unaudited Pro Forma Combined Financial Information
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Pro forma Combined Balance Sheet as of September 30, 2007 | F-2 |
Pro forma Combined Statement of Operations for the Three Months Ended September 30, 2007 | F-3 |
Pro forma Combined Statement of Operations for the Three Months Ended September 30, 2006 | F-4 |
The following unaudited pro forma balance sheet as of September 30, 2007 gives effect to the acquisition of SyynX Solutions GmbH (“SyynX”) by Collexis Holdings, Inc. (“we” and “our”) as if the acquisition had occurred on September 30, 2007. The following unaudited pro forma statement of operations for the three months ended September 30, 2007 gives effect to our acquisition of SyynX as if the acquisition had occurred on July 1, 2007. Our historical financial information has been derived from our audited and unaudited financial statements previously reported. Historical financial information for SyynX has been derived from the financial statements included in this report.
The following unaudited pro forma financial information reflects our accounting for the acquisition of SyynX using the purchase method of accounting. Under the purchase method of accounting, the purchase price that we paid is allocated to the assets acquired, both tangible and intangible, and liabilities that we assumed based upon fair values. Any excess in the purchase price over the fair values of assets and liabilities is recorded as goodwill, which does not require amortization, but is periodically evaluated for impairments. As of the date of this report, the purchase price allocation is preliminary and subject to change based upon the results of valuation procedures. The following unaudited pro forma financial statements reflect our best estimates of the allocation based upon all available information.
The unaudited pro forma financial information is not necessarily indicative of the financial condition or results of operations that we would have achieved had the acquisition occurred on the dates referred to above. In addition, unaudited pro forma operating information is not necessarily indicative of the results of operations that we may achieve after the acquisition.
Collexis Holdings, Inc. and Subsidiaries |
Pro Forma Combined Balance Sheet |
September 30, 2007 |
(unaudited) |
| | Collexis | | SyynX | | | | Adjustments | | Pro Forma Combined | |
Assets | | | | | | | | | | | | | | | | |
Currents assets | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 599,930 | | $ | 226,571 | | | | | $ | - | | $ | 826,501 | |
Accounts receivable, net | | | 427,678 | | | 440,182 | | | [A | ] | | (152,381 | ) | | 715,479 | |
Prepaid expenses and other current assets | | | 260,978 | | | 59,172 | | | | | | - | | | 320,150 | |
Total current assets | | | 1,288,586 | | | 725,925 | | | | | | (152,381 | ) | | 1,862,130 | |
| | | | | | | | | | | | | | | | |
Property and equipment, net | | | 268,369 | | | 54,731 | | | | | | - | | | 323,100 | |
Intangible assets, net | | | - | | | 104,260 | | | [B],[C | ] | | 4,990,740 | | | 5,095,000 | |
Goodwill | | | - | | | - | | | [D | ] | | 2,174,623 | | | 2,174,623 | |
| | | | | | | | | | | | | | | | |
Other assets | | | | | | | | | | | | | | | | |
Security deposit - rent | | | 36,201 | | | - | | | | | | - | | | 36,201 | |
Other long term assets | | | 71,360 | | | - | | | | | | - | | | 71,360 | |
Option to purchase SyynX | | | 713,600 | | | - | | | [E | ] | | (713,600 | ) | | - | |
Deferred tax asset | | | - | | | 25,012 | | | [F | ] | | (25,012 | ) | | - | |
Total other assets | | | 821,161 | | | | | | | | | (738,612 | ) | | 107,561 | |
| | | | | | | | | | | | | | | | |
Total Assets | | $ | 2,378,116 | | $ | 909,928 | | | | | $ | 6,274,370 | | $ | 9,562,414 | |
| | | | | | | | | | | | | | | | |
Liabilities and stockholders’ equity | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | |
Accounts payable trade | | $ | 700,194 | | $ | 43,799 | | | [A | ] | $ | (152,381 | ) | $ | 591,612 | |
Accrued taxes and expenses | | | 527,141 | | | 216,317 | | | | | | - | | | 743,458 | |
Deferred income taxes | | | - | | | 48,563 | | | | | | - | | | 48,563 | |
Deferred revenue | | | 398,082 | | | - | | | | | | - | | | 398,082 | |
Current portion - deferred purchase price | | | - | | | - | | | [G | ] | | 2,106,000 | | | 2,106,000 | |
Total current liabilities | | | 1,625,417 | | | 308,679 | | | | | | 1,953,619 | | | 3,887,715 | |
| | | | | | | | | | | | | | | | |
Non-current portion - deferred purchase price | | | - | | | - | | | [G | ] | | 4,922,000 | | | 4,922,000 | |
| | | | | | | | | | | | | | | | |
Stockholders’ equity | | | | | | | | | | | | | | | | |
Common stock, par value $0.001; authorized 277,713,000 shares; 63,560,542 shares issued and outstandiing as of September 30, 2007 | | | 63,561 | | | 35,367 | | | [H | ] | | (35,367 | ) | | 63,561 | |
Additional paid-in-capital | | | 15,998,299 | | | 273,573 | | | | | | (273,573 | ) | | 15,998,299 | |
Accumulated other comprehensive income | | | 34,952 | | | 38,571 | | | | | | (38,571 | ) | | 34,952 | |
Accumulated income (deficit) | | | (15,344,113 | ) | | 253,738 | | | | | | (253,738 | ) | | (15,344,113 | ) |
Total shareholders’ equity | | | 752,699 | | | 601,249 | | | | | | (601,249 | ) | | 752,699 | |
| | | | | | | | | | | | | | | | |
Total Liabilities and Stockholders’ Equity | | $ | 2,378,116 | | $ | | | | | | $ | | | $ | 9,562,414 | |
[A] - Eliminate intercompany balances ($152,381)
[B] - Net intangible asset for Collexis licenses acquired by SyynX in 2005 eliminates in purchase accounting ($102,872), and write down remaining asset ($1,388)
[C] - Write up acquired identifiable intangible assets to fair value ($5,095,000)
[D] - Record excess of purchase price over acquired net assets as goodwill ($2,174,623)
[E] - Exercise of option to purchase SyynX applied in purchase accounting ($713,600)
[F] - Deferred tax asset not assumed ($25,012)
[G] - Purchase price for SyynX payable in installments through October 1, 2010; record present value of future payments, discounted at 8% implied interest rate, of approximately $7,028,000
[H] - Eliminate equity of SyynX not assumed in purchase accounting ($601,249)
* - Pro forma balance sheet is adjusted as if the purchase of SyynX occurred on September 30, 2007. The allocation is preliminary and subject to change for the final allocation of purchase price based upon the completion of valuation procedures.
Collexis Holdings, Inc. and Subsidiaries |
Pro Forma Combined Statement of Operations |
For the Three Months Ended September 30, 2007 |
(unaudited) |
| | Collexis | | SyynX | | | | Adjustments | | Pro Forma Combined | |
| | | | | | | | | | | |
Revenue | | $ | 316,716 | | $ | 384,270 | | | [A | ] | $ | (102,758 | ) | $ | 598,228 | |
Cost of Sales | | | 235,712 | | | 151,093 | | | | | | - | | | 386,805 | |
Gross Profit | | | 81,004 | | | 233,177 | | | | | | (102,758 | ) | | 314,181 | |
Operating Expenses | | | | | | | | | | | | | | | | |
General and administrative | | | 1,027,032 | | | 30,440 | | | [A | ] | | (82,207 | ) | | 975,265 | |
Sales and marketing | | | 610,703 | | | 74,660 | | | | | | - | | | 685,363 | |
Research and development | | | 302,798 | | | 63,769 | | | [A | ] | | (20,552 | ) | | 346,015 | |
Other operating expense, net | | | - | | | (725 | ) | | | | | - | | | (725 | ) |
Total operating expenses | | | 1,940,533 | | | 168,144 | | | | | | (102,758 | ) | | 2,108,677 | |
Operating (loss) income | | | (1,859,529 | ) | | 65,033 | | | | | | - | | | (1,794,496 | ) |
Other Income (Expense) | | | | | | | | | | | | | | | | |
Interest (expense), net | | | - | | | (226 | ) | | | | | - | | | (226 | ) |
Other income | | | 9,408 | | | - | | | | | | - | | | 9,408 | |
Total other income (expense) | | | 9,408 | | | (226 | ) | | | | | - | | | 9,182 | |
(Loss) income before income taxes | | | (1,850,121 | ) | | 64,808 | | | | | | - | | | (1,785,313 | ) |
Income Tax Expense | | | - | | | 23,480 | | | | | | - | | | 23,480 | |
Net (Loss) Income | | $ | (1,850,121 | ) | $ | 41,328 | | | | | $ | - | | $ | (1,808,793 | ) |
| | | | | | | | | | | | | | | | |
Basic and diluted common shares outstanding | | | 61,922,690 | | | - | | | | | | - | | | 61,922,690 | |
Basic and diluted net income (loss) per share | | $ | (0.03 | ) | $ | - | | | | | $ | - | | $ | (0.03 | ) |
[A] - Eliminate intercompany balances ($102,758)
* - Pro forma statement of operations is adjusted as if the purchase of SyynX occurred on July 1, 2007.
Collexis Holdings, Inc. and Subsidiaries |
Pro Forma Combined Statement of Operations |
For the Three Months Ended September 30, 2006 |
(unaudited) |
| | Collexis | | SyynX | | | | Adjustments | | Pro Forma Combined | |
| | | | | | | | | | | |
Revenue | | $ | 327,961 | | $ | 297,443 | | | [A | ] | $ | (91,807 | ) | $ | 533,597 | |
Cost of Sales | | | 208,551 | | | 118,412 | | | | | | - | | | 326,963 | |
Gross Profit | | | 119,410 | | | 179,031 | | | | | | - | | | 298,441 | |
Operating Expenses | | | | | | | | | | | | | | | | |
General and administrative | | | 715,793 | | | 23,120 | | | [A | ] | | (73,446 | ) | | 665,467 | |
Sales and marketing | | | 197,951 | | | 35,814 | | | | | | - | | | 233,765 | |
Research and development | | | 182,963 | | | 35,530 | | | [A | ] | | (18,361 | ) | | 200,132 | |
Other operating expense, net | | | - | | | (4,711 | ) | | | | | - | | | (4,711 | ) |
Total operating expenses | | | 1,096,707 | | | 89,753 | | | | | | (91,807 | ) | | 1.094,653 | |
Operating (loss) income | | | (977,297 | ) | | 89,278 | | | | | | - | | | (888,019 | ) |
Other Income (Expense) | | | | | | | | | | | | | | | | |
Interest (expense), net | | | - | | | (16,999 | ) | | | | | - | | | (16.999 | ) |
Other income | | | 3,241 | | | - | | | | | | - | | | 3,241 | |
Total other income (expense) | | | 3,241 | | | (16,999 | ) | | | | | - | | | (13,758 | ) |
(Loss) income before income taxes | | | (974,056 | ) | | 72,279 | | | | | | - | | | (901,777 | ) |
Income Tax Expense | | | - | | | 25,353 | | | | | | - | | | 25,353 | |
Net (Loss) Income | | $ | (974,056 | ) | $ | 46,926 | | | | | | | | $ | $ (927,130 | ) |
| | | | | | | | | | | | | | | | |
Basic and diluted common shares outstanding | | | 13,270,037 | | | - | | | | | | - | | | 13,270,037 | |
Basic and diluted net income (loss) per share | | $ | (0.07 | ) | $ | - | | | | | $ | - | | $ | (0.07 | ) |
[A] - Eliminate intercompany balances ($91,807)
* - Pro forma statement of operations is adjusted as if the purchase of SyynX occurred on July 1, 2006.