UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 3, 2003
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Mobility Electronics, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-30907 86-0843914
----------------------------- ---------------- -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
17800 North Perimeter Drive, Suite 200
Scottsdale, AZ 85225
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (480) 596-0061
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On March 23, 2002, Mobility Electronics, Inc. ("Mobility"), iGo
Corporation ("iGo") and IGOC Acquisition, Inc., a wholly-owned subsidiary of
Mobility ("Merger Sub"), entered into an Agreement and Plan of Merger, which was
subsequently amended on July 18, 2002 (the "Merger Agreement"). Subject to the
terms and conditions of the Merger Agreement, iGo merged with and into Merger
Sub, with Merger Sub surviving the merger as a wholly-owned subsidiary of
Mobility (the "Merger"). As part of the Merger, the name of Merger Sub was
changed to iGo Direct Corporation. The Merger became effective on September 3,
2002.
Mobility filed a Current Report on Form 8-K on September 17, 2002
reporting the acquisition and filed a Form 8-K/A that included historical and
pro forma financial statements on November 18, 2002. This Current Report on Form
8-K updates the pro forma information for the merger for the nine months ended
September 30, 2002.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following financial statements may be found as exhibits to this
report:
(a) UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED
FINANCIAL INFORMATION.
Unaudited Pro Forma Condensed Combined Consolidated Statements of
Operations of Mobility and iGo, nine months ended September
30, 2002
Unaudited Pro Forma Condensed Combined Consolidated Statements of
Operations of Mobility and iGo, year ended December 31, 2001
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MOBILITY ELECTRONICS, INC.
Date: February 3, 2003 By: /s/ Joan W. Brubacher
----------------------------
Joan W. Brubacher,
Chief Financial Officer
and Executive Vice President
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UNAUDITED PRO FORMA
CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined consolidated
statements of operations give effect to the merger using the purchase method of
accounting, after giving effect to the pro forma adjustments described in the
accompanying notes. The unaudited pro forma condensed combined consolidated
statements of operations combine the individual statements of operations of
Mobility and iGo for the nine months ended September 30, 2002 and the year ended
December 31, 2001, as if the combination had taken place on January 1, 2001
after giving effect to the purchase accounting and other related adjustments.
The historical statement of operations for iGo Corporation for the nine months
ended September 30, 2002, includes financial results for January 1, 2002 through
September 2, 2002.
The unaudited pro forma condensed combined statements of operations
reflect the application of the purchase method of accounting for the merger.
Under this method of accounting, the purchase price was allocated to the
assets acquired and liabilities assumed based on their estimated fair values at
the closing.
Certain financial statement balances of iGo have been reclassified to
conform with Mobility's financial statement presentation.
The unaudited pro forma condensed combined consolidated statements of
operations do not purport to be indicative of the operating results or the
financial position that would have actually occurred if the merger had been in
effect on the dates indicated, nor are they necessarily indicative of future
operating results of the merged companies. The pro forma adjustments are based
on the information currently available. The unaudited pro forma condensed
combined consolidated statements of operations do not give effect to any cost
savings or synergies that may result from the integration of Mobility's and
iGo's operations. No assurances can be given with respect to the ultimate level
of revenues or cost savings.
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UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENTS
OF OPERATIONS OF MOBILITY ELECTRONICS, INC. AND IGO CORPORATION
Nine Months Ended September 30, 2002
(In thousands, except share related data)
HISTORICAL
---------------------- PRO FORMA PRO FORMA
MOBILITY IGO ADJUSTMENTS COMBINED
-------- -------- ----------- ---------
Revenue:
Net product sales $ 20,488 $ 11,359 $ -- $ 31,847
Technology transfer fees 548 -- -- 548
-------- -------- -------- --------
Total revenue 21,036 11,359 -- 32,395
Cost of revenue: 15,985 7,762 -- 23,747
-------- -------- -------- --------
Gross profit 5,051 3,597 -- 8,648
-------- -------- -------- --------
Operating expenses:
Marketing and sales 4,988 4,524 -- 9,512
Research and development 4,673 1,066 -- 5,739
General and administrative 5,697 5,780 (220)(a) 11,257
-------- -------- -------- --------
Total operating expenses 15,358 11,370 (220) 26,508
-------- -------- -------- --------
Loss from operations (10,307) (7,773) 220 (17,860)
Other income (expense):
Interest income (expense), net 577 86 -- 663
Other, net (63) (718) -- (781)
-------- -------- -------- --------
Loss before provision for income taxes and cumulative effect of
change in accounting principle (9,793) (8,405) 220 (17,978)
Provision for income taxes -- -- -- --
-------- -------- -------- --------
Loss before cumulative effect of change in accounting principle (9,793) (8,405) 220 (17,978)
Cumulative effect of change in accounting principle (5,627) (591) -- (6,218)
-------- -------- -------- --------
Net loss $(15,420) $ (8,996) $ 220 $(24,196)
======== ======== ======== ========
Loss per share - basic and diluted:
Loss before cumulative effect of change in accounting principle $ (0.61) $ (0.97)
Cumulative effect of change in accounting principle (0.35) (0.34)
------- --------
Loss per share $ (0.96) $ (1.31)
======= ========
Weighted average common shares outstanding:
Basic and diluted 16,125 18,468
======= ========
See accompanying notes to unaudited pro forma condensed combined consolidated
financial statements
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UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT
OF OPERATIONS OF MOBILITY ELECTRONICS, INC. AND IGO CORPORATION
YEAR ENDED DECEMBER 31, 2001
Historical
-------------------- Pro Forma Pro Forma
Mobility iGo Adjustments Combined
-------- -------- ----------- ---------
(In thousands, except share related data)
Revenue:
Net product sales.................... $ 27,925 $ 28,886 $ -- $ 56,811
Technology transfer fees............. 400 -- -- 400
-------- -------- -------- --------
Total revenue..................... 28,325 28,886 -- 57,211
Cost of revenue:..................... 25,703 24,435 -- 50,138
-------- -------- -------- --------
Gross profit...................... 2,622 4,451 -- 7,073
-------- -------- -------- --------
Operating expenses:
Marketing and sales.................. 8,129 11,855 -- 19,984
Research and development............. 5,598 2,590 -- 8,188
General and administrative........... 9,957 22,020 (3,779)(b) 28,198
-------- -------- -------- --------
Total operating expenses.......... 23,684 36,465 (3,779) 56,370
-------- -------- -------- --------
Loss from operations.............. (21,062) (32,014) 3,779 (49,297)
Other income (expense):
Interest income, net................. 1,313 -- -- 1,313
Other, net........................... 65 166 -- 231
-------- -------- -------- --------
Loss before provision for income (19,684) (31,848) 3,779 (47,753)
taxes
Provision for income taxes.............. -- -- -- -
-------- -------- -------- --------
Net loss.......................... $(19,684) $(31,848) $ 3,779 $(47,753)
======== ======== ======== ========
Loss per share:
Basic and diluted................. $ (1.33) $ (2.74)
======== ========
Weighted average common shares outstanding:
Basic and diluted................. 14,809 17,409
======== ========
See accompanying notes to unaudited pro forma condensed combined consolidated
financial statements
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Note 1. Pro Forma Adjustments
The pro forma adjustments included in the unaudited pro forma condensed
combined consolidated statements of operations are as follows:
(a) Adjustment to record a reduction in depreciation and amortization
expense resulting from the pro forma adjustment to property and
equipment and other assets proportional to the difference between
historical value and the allocated purchase price of iGo property and
equipment and other assets.
(b) Adjustments to general and administrative expenses (amounts in
thousands):
To eliminate amortization expense associated with
historical iGo goodwill, as iGo historical goodwill
has been written-off to zero value..................... $ (3,499)
To record a reduction in depreciation and amortization
expense resulting from the pro forma adjustment to property
and equipment and other assets proportional to the difference
between historical value and fair value of iGo property and
equipment and other assets (280)
--------
Total............................................... $ (3,779)
========
Note 2. Pro Forma Loss Per Share
Pro forma basic and diluted loss per share are computed as follows (amounts
in thousands):
<Table>
Historical basic and diluted weighted
average common shares outstanding................ 16,125
Less: weighted average impact of 2,600,000
shares issued on September 3, 2002............... (257)
Shares of Mobility common stock issued
in exchange for the outstanding
shares of common stock of iGo.................... 2,600
--------
18,468
========
</Table>
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