EXHIBIT 99.01
VERSANT CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
| | Consolidated
July 31, 2004 | | Adjustment for
Catalog Solutions
July 31, 2004 | | Pro forma
July 31, 2004 | |
| | (unaudited) | | (unaudited) | | (unaudited) | |
| | | | | | | |
ASSETS | | | | | | | |
| | | | | | | |
Current assets: | | | | | | | |
Cash and cash equivalents | | $ | 5,188 | | $ | (414 | ) | $ | 4,774 | |
Accounts receivable, net of allowances of $455 | | 4,570 | | (793 | ) | 3,777 | |
Other current assets | | 890 | | (50 | ) | 840 | |
Total current assets | | 10,648 | | (1,257 | ) | 9,391 | |
| | | | | | | |
Property and equipment, net | | 1,153 | | (66 | ) | 1,087 | |
Other assets | | 82 | | | | 82 | |
Intangibles, net of accumulated amortization | | 6,466 | | (1,500 | ) | 4,966 | |
Goodwill | | 16,895 | | | | 16,895 | |
Total assets | | $ | 35,244 | | $ | (2,823 | ) | $ | 32,421 | |
| | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | |
| | | | | | | |
Current liabilities: | | | | | | | |
Line of credit | | $ | — | | $ | | | $ | — | |
Accounts payable | | 845 | | (175 | ) | 670 | |
Accrued liabilities | | 3,745 | | (454 | ) | 3,291 | |
Current portion of deferred revenue | | 3,519 | | (231 | ) | 3,288 | |
Current portion of deferred rent | | 68 | | | | 68 | |
Total current liabilities | | 8,177 | | (860 | ) | 7,317 | |
| | | | | | | |
Long-term liabilities, net of current portion: | | | | | | | |
Long-term portion of deferred revenue | | 45 | | | | 45 | |
Long-term portion of deferred rent | | 262 | | | | 262 | |
Total long-term liabilities | | 307 | | — | | 307 | |
| | | | | | | |
Total liabilities | | 8,484 | | (860 | ) | 7,624 | |
Shareholders’ equity: | | | | | | | |
Convertible preferred stock, no par value | | — | | | | — | |
Common stock, no par value | | 94,081 | | | | 94,081 | |
Deferred stock compensation | | (201 | ) | | | (201 | ) |
Accumulated deficit | | (67,543 | ) | (1,963 | ) | (69,506 | ) |
Accumulated other comprehensive income | | 423 | | | | 423 | |
Total shareholders’ equity | | 26,760 | | (1,963 | ) | 24,797 | |
Total liabilities and shareholders’ equity | | $ | 35,244 | | $ | (2,823 | ) | $ | 32,421 | |
See accompanying notes 1 and 3 to pro forma condensed consolidated financial statements.
VERSANT CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)
| | Nine Months Ended
July 31, 2004 | |
| | Consolidated | | Adjustment for
Catalog
Solutions | | Pro forma | |
| | | | | | | |
Revenue: | | | | | | | |
License | | $ | 7,083 | | $ | (307 | ) | $ | 6,776 | |
Maintenance | | 5,257 | | (472 | ) | 4,785 | |
Professional services | | 5,328 | | (244 | ) | 5,084 | |
Total revenue | | 17,668 | | (1,023 | ) | 16,645 | |
| | | | | | | |
Cost of revenue: | | | | | | | |
License | | 404 | | (7 | ) | 397 | |
Maintenance | | 1,384 | | (481 | ) | 903 | |
Professional services | | 4,837 | | (176 | ) | 4,661 | |
Amortization of purchased intangibles | | 474 | | (163 | ) | 311 | |
Total cost of revenue | | 7,099 | | (827 | ) | 6,272 | |
| | | | | | | |
Gross profit | | 10,569 | | (196 | ) | 10,373 | |
| | | | | | | |
Operating expenses: | | | | | | | |
Marketing and sales | | 6,801 | | (795 | ) | 6,006 | |
Research and development | | 4,455 | | (664 | ) | 3,791 | |
General and administrative | | 3,540 | | (374 | ) | 3,166 | |
Restructuring charge | | 414 | | (414 | ) | — | |
Impairment of intangibles | | 1,024 | | | | 1,024 | |
Stock based compensation | | 99 | | | | 99 | |
Total operating expenses | | 16,333 | | (2,247 | ) | 14,086 | |
| | | | | | | |
Loss from operations | | (5,764 | ) | 2,051 | | (3,713 | ) |
| | | | | | | |
Other income, net | | 243 | | | | 243 | |
| | | | | | | |
Loss before taxes and deemed dividend | | (5,521 | ) | 2,051 | | (3,470 | ) |
Provision for income taxes | | 68 | | | | 68 | |
Net loss | | $ | (5,589 | ) | $ | 2,051 | | $ | (3,538 | ) |
Deemed dividend to preferred shareholders | | (2,422 | ) | | | (2,422 | ) |
Cumulative effect of accounting change | | 35 | | | | 35 | |
Net loss applicable to common shareholders | | $ | (7,976 | ) | $ | 2,051 | | $ | (5,925 | ) |
| | | | | | | |
Basic and diluted net loss per share applicable to common shareholders | | $ | (0.27 | ) | $ | 0.07 | | $ | (0.20 | ) |
| | | | | | | |
Basic and diluted weighted average common shares | | 29,400 | | 29,400 | | 29,400 | |
| | | | | | | | | | | |
See accompanying notes 1 and 2 to pro forma condensed consolidated financial statements.
1
VERSANT CORPORATION AND SUBSIDIARIES
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Pro forma adjustments include:
1) The elimination of the Catalog Solutions balance sheet as of July 31, 2004 and results of operations for the nine months ended July 31, 2004.
2) The elimination of amortization expense of the intangible assets associated with the Catalog Solutions for the nine months ended July 31, 2004 in the amount of approximately $163,000.
3) The elimination of the net identified intangible assets of $1.5 million associated with the Catalog Solutions business.
