Exhibit 99.2
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
(in thousands)
Introductory Note
On January 23, 2008, Glu Mobile Inc., a Delaware corporation (“Glu” or the “Company”) announced that it would be commencing a recommended cash offer (the “Offer”) to be made for all of the outstanding shares of Superscape Group plc (“Superscape”). On March 7, 2008, Glu’s directors announced that all of the conditions of the Offer had been satisfied or waived, and the Offer was declared unconditional in all respects. As of March 7, 2008, Glu Mobile Inc. purchased or had valid acceptances to approximately 83.3% of the issued share capital of Superscape. On March 20, 2008, Glu had purchased or received valid acceptances representing approximately 93.57% of the issued share capital of Superscape. Accordingly, Glu’s directors decided that the Offer would close on March 21, 2008. Upon completion of the tender offer, Glu made an aggregate cash payment to Superscape shareholders of approximately £18.3 million, or approximately $36.5 million based on the exchange rate at the close date of March 7, 2008. Glu has applied the provisions of sections 979 to 991 (inclusive) of the Companies Act 2006 of the United Kingdom to acquire all remaining Superscape shares on the same terms as the tender offer.
As of May 13, 2008, the Company had purchased all of the issued and outstanding shares of Superscape for a total purchase price of $38,622 which consisted of cash consideration paid to Superscape shareholders of $36,843 and transaction costs of $1,779.
The Company acquired Superscape in order to expand its access and rights to leading franchises for the US markets, and to augment its internal production and publishing resources. These factors contributed to a purchase price in excess of the fair value of net tangible and intangible assets acquired, and, as a result, the Company recorded goodwill in connection with this transaction.
On December 19, 2007, the Company acquired the net assets of Awaken Limited group affiliates. Awaken Limited’s principal operations are through Beijing Zhangzhong MIG Information Technology (“MIG”), a domestic limited liability company organized under the laws of the PRC. In these proforma combined condensed financial information, we will refer to the acquired companies as “MIG”. The Company acquired MIG in order to accelerate the company’s presence in China, to deepen Glu’s relationship with China Mobile, the largest wireless carrier in China, to acquire access and rights to leading franchises for the Chinese market, and to augment its internal production and publishing resources in China. These factors contributed to a purchase price in excess of the fair value of net tangible and intangible assets acquired, and, as a result, the Company recorded goodwill in connection with this transaction.
The Company purchased all of the issued and outstanding shares of MIG for a total purchase price of $15,228 which consisted of cash consideration paid to MIG shareholders of $14,655 and transaction costs of $573. In addition, subject to MIG’s achievement of revenue and operating income milestones for the year ended December 31, 2008, the Company committed to pay additional consideration of $20,000 to the MIG shareholders and bonus payment of $5,000 to two officers of MIG, who are also shareholders. If earned, one half of the bonus (or $2,500) will be paid on the earn-out payment date and one half will be paid on December 31, 2009, if the officers continue their employment with the Company. As of the acquisition date, these two officers owned 27% of the outstanding shares of MIG. Per their employment agreements, these two shareholders will be entitled to one half of their proportionate share of the earned additional consideration (or $2,700) on the earn-out payment date and one half of their proportionate share of the earned additional consideration on December 31, 2009, if they continue their employment with the Company. In accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations”, we have not recorded the additional consideration or bonus in the initial purchase price as these amounts are contingent on MIG’s future earnings. In accordance with Emerging Issues Task Force Issue No. 98-5, “Accounting for Contingent Consideration Paid to the Shareholders of an Acquired
Enterprise in a Purchase Business Combination”, we will record the estimated contingent consideration and bonus earned by the two officers (totaling $10,400) as compensation over the two year vesting period ending December 31, 2009.
The following unaudited pro forma combined condensed statements of operations gives effect to the acquisition by the Company of MIG and the acquisition by the Company of all of the outstanding shares of Superscape as if the acquisitions had been completed as of January 1, 2007. The unaudited proforma combined condensed balance sheet gives effect to the acquisition by the Company as if the acquisition had occurred on December 31, 2007. The combining companies have different year-ends. The Company’s and MIG’s fiscal year end is December 31, whereas Superscape’s fiscal year end is January 31. The unaudited pro forma combined condensed statement of operations for the twelve months ended December 31, 2007 combine the consolidated results of operations of the Company for the fiscal year ended December 31, 2007, the results of operations of MIG for the fiscal period January 1, 2007 through December 19, 2007 (the date of acquisition) and the results of operations of Superscape for the fiscal year ended January 31, 2008. For purposes of the unaudited combined pro forma combined condensed balance sheet, we have combined the Company’s balance sheet as of December 31, 2007 and Superscape’s balance sheet as of January 31, 2008. MIG’s balance sheet at December 31, 2007 and results of operations subsequent to the acquisition date are included in Glu’s balance sheet at December 31, 2007 and results of operations for the period ending December 31, 2007, respectively.
The unaudited pro forma combined condensed financial information has been prepared from, and should be read in conjunction with, the respective historical consolidated financial statements of the Company, MIG and Superscape. The Company’s historical consolidated financial statements for the year ended December 31, 2007 are included in its Form 10-K filed on March 31, 2008. MIG’s historical financial statements are included in the Company’s Form 8-K/A filed March 6, 2008. Superscape’s historical financial statements are included in this Form 8-K/A.
The historical income statement and balance sheet of Superscape have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). For purposes of presenting the unaudited pro forma combined condensed financial information, the income statement of Superscape has been adjusted to conform with US GAAP as described in Note 3. In addition, certain adjustments have been made to the historical financial statements of Superscape to reflect reclassifications to conform with the Company’s presentation under US GAAP.
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
(in thousands)
The pro forma acquisition adjustments described in Note 2 were based on available information and certain assumptions made by the Company’s management and may be revised as additional information becomes available. The unaudited pro forma combined condensed financial information was presented for illustrative purposes only and is not necessarily intended to represent what the Company’s financial position is or results of operations would have been if the acquisition had occurred on that date or to project the Company’s results of operations for any future period. Since the Company, MIG and Superscape were not under common control or management for any period presented, the unaudited pro forma combined condensed financial results may not be comparable to, or indicative of, future performance.
The unaudited pro forma combined condensed statement of operations included herein has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and certain footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to these rules and regulations; however, management believes that the disclosures are adequate to make the information presented not misleading.
UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
(in thousands)
| | | | | | | | | | | | | | | | |
| | Glu Mobile Inc. | | | Superscape | | | | | | | |
| | as of | | | US GAAP | | | Pro Forma | | | | |
| | December 31, 2007 | | | January 31, 2008 | | | Adjustments | | | Combined | |
ASSETS | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 57,816 | | | $ | 10,902 | | | $ | (38,622 | )(1) | | $ | 30,096 | |
Short-term investments | | | 1,994 | | | | — | | | | — | | | | 1,994 | |
Accounts receivable, net | | | 18,369 | | | | 3,688 | | | | — | | | | 22,057 | |
Prepaid royalties | | | 10,643 | | | | 909 | | | | — | | | | 11,552 | |
Prepaid expenses and other | | | 2,589 | | | | 449 | | | | — | | | | 3,038 | |
| | | | | | | | | | | | |
Total current assets | | | 91,411 | | | | 15,948 | | | | (38,622 | ) | | | 68,737 | |
|
Property and equipment, net | | | 3,817 | | | | 195 | | | | — | | | | 4,012 | |
Prepaid royalties | | | 2,825 | | | | — | | | | — | | | | 2,825 | |
Other long-term assets | | | 1,593 | | | | — | | | | — | | | | 1,593 | |
Intangible assets, net | | | 14,597 | | | | 2,269 | | | | 14,651 | (2) | | | 31,517 | |
Goodwill | | | 47,262 | | | | 2,389 | | | | 9,031 | (2) | | | 58,682 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total assets | | | 161,505 | | | | 20,801 | | | | (14,940 | ) | | | 167,366 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS EQUITY | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | |
Accounts payable | | | 6,427 | | | | 981 | | | | — | | | | 7,408 | |
Accrued liabilities | | | 15,298 | | | | 2,932 | | | | — | | | | 18,230 | |
Accrued restructuring | | | — | | | | 554 | | | | 2,006 | (3) | | | 2,560 | |
Deferred revenues | | | 640 | | | | — | | | | — | | | | 640 | |
| | | | | | | | | | | | |
Total current liabilities | | | 22,365 | | | | 4,467 | | | | 2,006 | | | | 28,838 | |
| | | | | | | | | | | | | | | | |
Accrued restructuring and other long-term liabilities | | | 9,679 | | | | 498 | | | | — | | | | 10,177 | |
| | | | | | | | | | | | |
Total liabilities | | | 32,044 | | | | 4,965 | | | | 2,006 | | | | 39,015 | |
| | | | | | | | | | | | | | | | |
Commitments and contingencies | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Stockholders equity: | | | | | | | | | | | | | | | | |
Common stock | | | 3 | | | | 35,840 | | | | (35,840 | )(4) | | | 3 | |
Additional paid-in capital | | | 179,924 | | | | 132,265 | | | | (132,265 | )(4) | | | 179,924 | |
Deferred stock-based compensation | | | (113 | ) | | | — | | | | — | | | | (113 | ) |
Accumulated other comprehensive income/(loss) | | | 2,080 | | | | (13,727 | ) | | | 13,727 | (4) | | | 2,080 | |
Accumulated deficit | | | (52,433 | ) | | | (138,542 | ) | | | 137,432 | (2),(4) | | | (53,543 | ) |
| | | | | | | | | | | | |
Total stockholders equity | | | 129,461 | | | | 15,836 | | | | (16,946 | ) | | | 128,351 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total liabilities and stockholders equity | | $ | 161,505 | | | $ | 20,801 | | | $ | (14,940 | ) | | $ | 167,366 | |
| | | | | | | | | | | | |
The accompanying notes are an integral part of these unaudited pro forma
combined condensed financial statements.
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | Superscape | | | | | | | |
| | Glu Mobile Inc. | | | MIG | | | MIG | | | | | | | Year Ended | | | Superscape | | | | |
| | Year ended | | | Period ended | | | Pro Forma | | | Glu Mobile Inc. | | | January 31, 2008 | | | Pro Forma | | | | |
| | December 31, 2007 | | | December 19, 2007 | | | Adjustments | | | Revised | | | US GAAP | | | Adjustments | | | Combined | |
Revenues | | $ | 66,867 | | | $ | 2,676 | | | $ | — | | | $ | 69,543 | | | $ | 14,494 | | | $ | — | | | $ | 84,037 | |
Cost of revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Royalties | | | 18,381 | | | | 111 | | | | — | | | | 18,492 | | | | 3,435 | | | | — | | | | 21,927 | |
Amortization of intangible assets | | | 2,201 | | | | — | | | | 2,387 | (6) | | | 4,588 | | | | 2,423 | | | | 7,237 | (5) | | | 14,248 | |
| | | | | | | | | | | | | | | | | | | | | |
Total cost of revenues | | | 20,582 | | | | 111 | | | | 2,387 | | | | 23,080 | | | | 5,858 | | | | 7,237 | | | | 36,175 | |
| | | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 46,285 | | | | 2,565 | | | | (2,387 | ) | | | 46,463 | | | | 8,636 | | | | (7,237 | ) | | | 47,862 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development | | | 22,425 | | | | 403 | | | | — | | | | 22,828 | | | | 7,907 | | | | — | | | | 30,735 | |
Sales and marketing | | | 13,224 | | | | 136 | | | | — | | | | 13,360 | | | | 1,975 | | | | — | | | | 15,335 | |
General and administrative | | | 16,898 | | | | 545 | | | | — | | | | 17,443 | | | | 4,248 | | | | — | | | | 21,691 | |
Amortization of intangible assets | | | 275 | | | | — | | | | — | | | | 275 | | | | — | | | | — | | | | 275 | |
Acquired in-process research and development | | | 59 | | | | — | | | | (59 | )(8) | | | — | | | | — | | | | — | | | | — | |
Gain on sale of fixed assets | | | (1,040 | ) | | | — | | | | — | | | | (1,040 | ) | | | — | | | | — | | | | (1,040 | ) |
| | | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | 51,841 | | | | 1,084 | | | | (59 | ) | | | 52,866 | | | | 14,130 | | | | — | | | | 66,996 | |
| | | | | | | | | | | | | | | | | | | | | |
Income (loss) from operations | | | (5,556 | ) | | | 1,481 | | | | (2,328 | ) | | | (6,403 | ) | | | (5,494 | ) | | | (7,237 | ) | | | (19,134 | ) |
Interest and other income/(expense), net | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income | | | 2,953 | | | | 7 | | | | (825 | )(7) | | | 2,135 | | | | 538 | | | | (1,667 | )(7) | | | 1,006 | |
Interest expense | | | (880 | ) | | | (2 | ) | | | (210 | )(7) | | | (1,092 | ) | | | — | | | | (690 | )(7) | | | (1,782 | ) |
Other income/(expense), net | | | (108 | ) | | | (15 | ) | | | — | | | | (123 | ) | | | — | | | | — | | | | (123 | ) |
| | | | | | | | | | | | | | | | | | | | | |
Interest and other income/(expense), net | | | 1,965 | | | | (10 | ) | | | (1,035 | ) | | | 920 | | | | 538 | | | | (2,357 | ) | | | (899 | ) |
| | | | | | | | | | | | | | | | | | | | | |
Loss before income taxes | | | (3,591 | ) | | | 1,471 | | | | (3,363 | ) | | | (5,483 | ) | | | (4,956 | ) | | | (9,594 | ) | | | (20,033 | ) |
Income tax benefit/(provision) | | | 265 | | | | (1,631 | ) | | | — | | | | (1,366 | ) | | | (197 | ) | | | — | | | | (1,563 | ) |
| | | | | | | | | | | | | | | | | | | | | |
Net loss | | | (3,326 | ) | | | (160 | ) | | | (3,363 | ) | | | (6,849 | ) | | | (5,153 | ) | | | (9,594 | ) | | | (21,596 | ) |
Accretion to preferred stock | | | (17 | ) | | | (842 | ) | | | — | | | | (859 | ) | | | — | | | | — | | | | (859 | ) |
Deemed dividend | | | (3,130 | ) | | | — | | | | — | | | | (3,130 | ) | | | — | | | | — | | | | (3,130 | ) |
| | | | | | | | | | | | | | | | | | | | | |
Net loss attributable to common stockholders | | $ | (6,473 | ) | | $ | (1,002 | ) | | $ | (3,363 | ) | | $ | (10,838 | ) | | $ | (5,153 | ) | | $ | (9,594 | ) | | $ | (25,585 | ) |
| | | | | | | | | | | | | | | | | | | | | |
Net loss | | $ | (0.14 | ) | | | | | | | | | | | | | | | | | | | | | | $ | (0.93 | ) |
Accretion to preferred stock | | $ | (0.00 | ) | | | | | | | | | | | | | | | | | | | | | | $ | (0.04 | ) |
Deemed dividend | | $ | (0.14 | ) | | | | | | | | | | | | | | | | | | | | | | $ | (0.13 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss per share attributable to common stockholders – basic and diluted | | $ | (0.28 | ) | | | | | | | | | | | | | | | | | | | | | | $ | (1.10 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding – basic and diluted | | | 23,281 | | | | | | | | | | | | | | | | | | | | | | | | 23,281 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these unaudited pro forma
combined condensed financial statements.
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
(in thousands)
NOTE 1 – PURCHASE PRICE — Superscape
The Company’s consolidated financial statements include the results of operations of Superscape from the date of acquisition. Under the purchase method of accounting, the Company allocated the total purchase price of $38,622, which consisted of cash consideration paid to Superscape shareholders of $36,843 and transaction costs of $1,779, to the net tangible and intangible assets acquired and liabilities assumed based upon their respective estimated fair values as of the acquisition date. The following summarizes the preliminary purchase price allocation of the Superscape acquisition as if the acquisition had occurred on December 31, 2007:
| | | | |
Assets acquired: | | | | |
Cash | | $ | 10,902 | |
Accounts receivable | | | 3,688 | |
Prepaid and other current assets | | | 1,358 | |
Property and equipment | | | 195 | |
Intangible assets | | | | |
Content and technology | | | 7,190 | |
Patents and core technology | | | 2,000 | |
Carrier contracts and relationships | | | 7,400 | |
Trade names | | | 330 | |
In process research and development | | | 1,110 | |
Goodwill | | | 11,420 | |
| | | |
Total assets acquired | | | 45,593 | |
Liabilities assumed: | | | | |
Accounts payable | | | (981) | |
Accrued liabilities | | | (2,932) | |
Accrued restructuring | | | (2,560) | |
| | | |
Total current liabilities | | | (6,473) | |
Accrued restructuring, long-term | | | (498) | |
| | | |
Total liabilities | | | (6,971) | |
| | | |
Net acquired assets | | $ | 38,622 | |
| | | |
The valuation of the identifiable intangible assets acquired was based on management’s estimates, currently available information and reasonable and supportable assumptions. The allocation was generally based on the fair value of these assets determined using the income and market approaches. Of the total purchase price, $18,030 was allocated to amortizable intangible assets. The amortizable intangible assets are being amortized over the respective estimated useful life of one to six years. The fair value and estimated useful lives of the major amortizable intangible assets purchased from Superscape were as follows:
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
(in thousands)
| | | | | | | | | | |
| | | | | | | | Amortization for | |
| | | | | | | | Year ended | |
Asset Class | | Fair Value | | | Useful Lives | | December 31, 2007 | |
Existing content and technology | | $ | 7,190 | | | 1 yr. | | $ | 7,190 | |
Patents and core technology | | | 2,000 | | | 2 yrs. | | | 1,000 | |
Carrier contracts and relationships | | | 7,400 | | | 3-6 yrs. | | | 1,305 | |
Tradenames | | | 330 | | | 2 yrs. | | | 165 | |
| | | | | | | | |
Total identifiable intangible assets | | $ | 16,920 | | | | | $ | 9,660 | |
| | | | | | | | |
The total expected future amortization related to intangible assets acquired from Superscape is as follows:
| | | | |
| | Amortization | |
| | Included in | |
| | Cost of | |
Periods Ending December 31, | | Revenues | |
2008 | | $ | 7,868 | |
2009 | | | 3,804 | |
2010 | | | 1,521 | |
2011 | | | 1,188 | |
2012 | | | 1,162 | |
2013 | | | 1,162 | |
2014 | | | 215 | |
| | | |
| | $ | 16,920 | |
| | | |
In conjunction with the acquisition of Superscape, the Company recorded a $1,110 expense for acquired in-process research and development (“IPR&D”) during the first quarter of 2008 because feasibility of the acquired technology had not been established and no future alternative uses existed. The IPR&D expense was included in operating expenses in our consolidated statements of operation in the year ended December 31, 2008. The in-process research and development charge has not been included in the accompanying unaudited proforma condensed combined statements of operations as it represents a non-recurring charge directly related to the acquisition. The IPR&D expense has been included in the accumulated deficit of the unaudited pro forma combined condensed balance sheet as of December 31, 2007.
The IPR&D is related to the development of several new mobile game titles. The Company determined the value of acquired IPR&D using the discounted cash flow approach. The Company calculated the present value of the expected future cash flows attributable to the in-process technology using a 22% discount rate. This rate takes into account the percentage of completion of the development effort of approximately 36% and the risks associated with the Company’s developing this technology given changes in trends and technology in the industry. As of May 21, 2008, these acquired IPR&D projects have been completed at costs similar to the original projections.
The residual value of $11,420 has been allocated to goodwill. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. In accordance with SFAS No. 142, goodwill will not be amortized but will be tested for impairment at least annually.
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
(in thousands)
The pro forma adjustments do not reflect any integration adjustments to be incurred in connection with the merger or operating efficiencies and costs savings that may be achieved with respect to the combined entities as these costs are not directly attributable to the purchase agreement.
PURCHASE PRICE — MIG
The Company’s consolidated financial statements include the results of operations of MIG from the date of acquisition. Under the purchase method of accounting, the Company allocated the total purchase price of $15,228, which consisted of cash consideration paid to MIG shareholders of $14,655 and transaction costs of $573, to the net tangible and intangible assets acquired and liabilities assumed based upon their respective estimated fair values as of the acquisition date. The following summarizes the preliminary purchase price allocation of the MIG acquisition:
| | | | |
Assets acquired: | | | | |
Cash | | $ | 1,262 | |
Accounts receivable | | | 263 | |
Prepaid and other current assets | | | 29 | |
Amounts due from related parties | | | 111 | |
Property and equipment | | | 48 | |
Other long term assets | | | 17 | |
Intangible assets | | | | |
Content and technology | | | 490 | |
Existing titles | | | 2,200 | |
Carrier contracts and relationships | | | 8,510 | |
Service providers license | | | 400 | |
Trade names | | | 110 | |
In process research and development | | | 59 | |
Goodwill | | | 7,949 | |
| | | |
Total assets acquired | | | 21,448 | |
Liabilities assumed: | | | | |
Accounts payable | | | (26 | ) |
Accrued liabilities | | | (429 | ) |
Deferred revenue | | | (24 | ) |
| | | |
Total current liabilities | | | (479 | ) |
Long-term deferred tax liabilities | | | (2,655 | ) |
Other long-term liabilities | | | (3,086 | ) |
| | | |
Total liabilities | | | (6,220 | ) |
| | | |
Net acquired assets | | $ | 15,228 | |
| | | |
The above table includes reductions to acquired goodwill to reflect adjustments to certain assumed liabilities upon completion of the purchase price allocation.
The valuation of the identifiable intangible assets acquired was based on management’s estimates, currently available information and reasonable and supportable assumptions. The allocation was generally based on the fair value of these assets determined using the income and market approaches. Of the total purchase price, $11,710 was allocated to amortizable intangible assets. The amortizable intangible assets are being amortized over the respective estimated useful life of two to nine years. The
fair value and estimated useful lives of the major amortizable intangible assets purchased from MIG were as follows:
| | | | | | | | | | |
| | | | | | | | Amortization for |
| | | | | | | | | Period from | |
| | | | | | | | January 1, | |
| | | | | | | | | 2007 to |
| | Fair | | | Useful | | | December 19, | |
Asset Class | | Value | | | Lives | | 2007 | |
Existing content and technology | | $ | 490 | | | 2 yrs. | | $ | 234 | |
Existing titles and licenses | | | 2,200 | | | 3 yrs. | | | 701 | |
Carrier contracts and relationships | | | 8,510 | | | 6 yrs. | | | 1,356 | |
Service provider license | | | 400 | | | 9 yrs. | | | 53 | |
Tradenames | | | 110 | | | 2 yrs. | | | 43 | |
| | | | | | | | |
Total identifiable intangible assets | | $ | 11,710 | | | | | $ | 2,387 | |
| | | | | | | | |
The total expected future amortization related to intangible assets acquired from MIG is as follows:
| | | | |
| | Amortization | |
| | Included in | |
| | Cost of | |
Periods Ending December 31, | | Revenues | |
2007 | | | 110 | |
2008 | | | 2,496 | |
2009 | | | 2,483 | |
2010 | | | 2,164 | |
2011 | | | 1,463 | |
2012 | | | 1,463 | |
2013 and thereafter | | | 1,531 | |
| | | |
| | $ | 11,710 | |
| | | |
In conjunction with the acquisition of MIG, the Company recorded a $59 expense for acquired in-process research and development (“IPR&D”) because feasibility of the acquired technology had not been established and no future alternative uses existed. The IPR&D expense is included in operating expenses in our consolidated statements of operation in the year ended December 31, 2007. The in-process research and development charge has not been included in the accompanying unaudited proforma condensed combined statements of operations as it represents a non-recurring charge directly related to the acquisition.
The IPR&D is related to the development a new mobile game title. The Company determined the value of acquired IPR&D using the discounted cash flow approach. The Company calculated the present value of the expected future cash flows attributable to the in-process technology using a 21% discount rate. This rate takes into account the percentage of completion of the development effort of approximately 60% and the risks associated with the Company’s developing this technology given changes in trends and technology in the industry. As of February 28, 2008, this acquired IPR&D project had been completed at costs similar to the original projections.
The residual value of $7,949 has been allocated to goodwill. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. In accordance with SFAS No. 142, goodwill will not be amortized but will be tested for impairment at least annually.
The pro forma adjustments do not reflect any integration adjustments to be incurred in connection with the merger or operating efficiencies and costs savings that may be achieved with respect to the combined entities as these costs are not directly attributable to the purchase agreement.
NOTE 2 — PRO FORMA ADJUSTMENTS
The accompanying unaudited pro forma combined condensed financial statements have been prepared as if the acquisitions of MIG and Superscape had been completed on January 1, 2007 for statement of operations purposes and as of December 31, 2007 for balance sheet purposes and to reflect the following pro forma adjustments:
| (1) | | Represents the cash consideration and acquisition expenses from the acquisition of Superscape. |
|
| (2) | | To record the amortizable intangible assets of $16,920 and goodwill of $11,420 and record a non-recurring charge for the write-off of in process research and development of $1,110 to accumulated deficit, because feasibility of the acquired technology has not been established and no future alternative use exists. The adjustment to intangible assets and goodwill includes an elimination of amortizable intangible assets and goodwill previously recorded by Superscape of $2,269 and $2,389, respectively. |
|
| (3) | | Represents accrued restructuring costs incurred as of the date of acquisition, primarily employee severance costs of $1,740 and facility, employee transition costs of $241 and other agreement termination fees of $25. |
|
| (4) | | To eliminate the historical shareholders’ deficit of Superscape. |
|
| (5) | | To record the amortization of the amortizable intangible assets resulting from the purchase of Superscape as if the acquisition occurred on January 1, 2007, net of amortization of intangible assets previously recorded by Superscape. See Note 1 above for the estimated useful lives and amortization for each amortizable intangible asset. |
|
| (6) | | To record the amortization of the amortizable intangible assets resulting from the purchase of MIG as if the acquisition occurred on January 1, 2007. See Note 1 above for the estimated useful lives and amortization for each amortizable intangible asset. |
|
| (7) | | Adjustment to reduce interest income for the cash consideration paid and record imputed interest expense on borrowings that would have been issued to finance the acquisition, had the acquisition occurred on January 1, 2007. The decrease in interest income was calculated using the average interest rate for the Company’s invested cash and short-term investments. The interest expense was calculated based upon excess of the Superscape acquisition cash requirements over the available cash balances and the Company’s cost of capital. |
|
| (8) | | To eliminate the in process research and development charge of $59 from the acquisition of MIG because the charge is nonrecurring and feasibility of the acquired technology had not been established and no future alternative uses exist. |
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
(in thousands)
There were no transactions between the Company, MIG and Superscape during the year ended December 31, 2007.
Based on the finalization of the valuation, purchase price allocation, integration plans and other factors, the pro forma adjustments may change from those presented in these pro forma combined condensed financial information. A change in the value assigned to long-lived tangible and intangible assets and liabilities could result in a reallocation of the purchase price and a change in the pro forma adjustments. Any changes in the fair value of the net assets of MIG or Superscape will change the amount of the purchase price allocated to goodwill. The statement of operations effect of these changes will depend on the nature and amount of the assets or liabilities adjusted.
NOTE 3 — RECLASSIFICATIONS AND ADJUSTMENTS
The following tables show a reconciliation of the historical balance sheet and income statement of Superscape as of and for the year ended January 31, 2008 respectively, prepared in accordance with IFRS, as issued by the IASB, to the statement of operations and balance sheet under US GAAP included in the unaudited proforma combined condensed statements of operations and balance sheet. Certain adjustments have been made to the historical financial statements of Superscape to reflect adjustments and reclassifications to conform with the Company’s presentation under US GAAP.
| | | | | | | | | | | | |
| | Superscape | | | | | | | |
| | as of | | | Acquisition | | | Superscape | |
| | January 31, 2008 | | | Adjustments and | | | US GAAP | |
| | IFRS | | | Reclassifications | | | Combined | |
ASSETS | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 10,902 | | | $ | — | | | $ | 10,902 | |
Accounts receivable, net | | | 3,688 | | | | — | | | | 3,688 | |
Prepaid royalties | | | 819 | | | | 90 | (1) | | | 909 | |
Prepaid expenses and other | | | 449 | | | | — | | | | 449 | |
| | | | | | | | | |
Total current assets | | | 15,858 | | | | 90 | | | | 15,948 | |
| | | | | | | | | | | | |
Property and equipment, net | | | 195 | | | | — | | | | 195 | |
Intangible assets, net | | | 2,269 | | | | — | | | | 2,269 | |
Goodwill | | | 2,389 | | | | — | | | | 2,389 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Total assets | | | 20,711 | | | | 90 | | | | 20,801 | |
| | | | | | | | | |
| | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS EQUITY | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | |
Accounts payable | | | 981 | | | | — | | | | 981 | |
Accrued liabilities | | | 2,765 | | | | 167 | (1),(2) | | | 2,932 | |
Accrued restructuring | | | 554 | | | | — | | | | 554 | |
| | | | | | | | | |
Total current liabilities | | | 4,300 | | | | 167 | | | | 4,467 | |
| | | | | | | | | | | | |
Accrued restructuring, long-term | | | 498 | | | | — | | | | 498 | |
| | | | | | | | | |
Total liabilities | | | 4,798 | | | | 167 | | | | 4,965 | |
| | | | | | | | | | | | |
Commitments and contingencies | | | | | | | | | | | | |
| | | | | | | | | | | | |
Stockholders equity: | | | | | | | | | | | | |
Common stock | | | 35,840 | | | | — | | | | 35,840 | |
Additional paid-in capital | | | 132,265 | | | | — | | | | 132,265 | |
Accumulated other comprehensive loss | | | (13,727 | ) | | | — | | | | (13,727 | ) |
Accumulated deficit | | | (138,465 | ) | | | (77 | ) | | | (138,542 | ) |
| | | | | | | | | |
Total stockholders equity | | | 15,913 | | | | (77 | ) | | | 15,836 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Total liabilities and stockholders equity | | $ | 20,711 | | | $ | 90 | | | $ | 20,801 | |
| | | | | | | | | |
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
| | | | | | | | | | | | |
| | Superscape | | | | | | | |
| | Year Ended | | | Acquisition | | | Superscape | |
| | January 31, 2008 | | | Adjustments and | | | US GAAP | |
| | IFRS | | | Reclassifications | | | Combined | |
Revenues | | $ | 14,494 | | | $ | — | | | $ | 14,494 | |
Cost of revenues: | | | | | | | | | | | | |
Royalties | | | 2,993 | | | | 442 | (3) | | | 3,435 | |
Amortization of intangible assets | | | — | | | | 2,423 | (4) | | | 2,423 | |
| | | | | | | | | |
Total cost of revenues | | | 2,993 | | | | 2,865 | | | | 5,858 | |
| | | | | | | | | |
Gross profit | | | 11,501 | | | | (2,865 | ) | | | 8,636 | |
Operating expenses: | | | | | | | | | | | | |
Research and development | | | 7,907 | | | | — | | | | 7,907 | |
Sales and marketing | | | 2,417 | | | | (442 | )(3) | | | 1,975 | |
General and administrative | | | 6,671 | | | | (2,423 | )(4) | | | 4,248 | |
| | | | | | | | | |
Total operating expenses | | | 16,995 | | | | (2,865 | ) | | | 14,130 | |
| | | | | | | | | |
Loss from operations | | | (5,494 | ) | | | — | | | | (5,494 | ) |
Interest and other income, net | | | | | | | | | | | | |
Interest income | | | 538 | | | | — | | | | 538 | |
| | | | | | | | | |
Interest and other income, net | | | 538 | | | | — | | | | 538 | |
| | | | | | | | | |
Loss before income taxes | | | (4,956 | ) | | | — | | | | (4,956 | ) |
Income tax (provision) | | | (197 | ) | | | — | | | | (197 | ) |
| | | | | | | | | |
Net loss | | | ($5,153 | ) | | $ | — | | | | ($5,153 | ) |
| | | | | | | | | |
| | |
(1) | | Represents an adjustment to gross-up of prepaid royalty expense and accrued royalties of $90 where no significant performance obligation remains for the licensor. |
|
(2) | | Represents an adjustment to vacation accrual of $77 to conform to the Company’s policy. |
|
(3) | | To reclassify $442 of impairments of prepaid royalty expense from sales and marketing expenses to cost of revenues. |
|
(4) | | To reclassify $2,423 of amortization of intangible assets from general and administrative expenses to cost of revenues. |