Exhibit 99.2
AsiaInfo Holdings, Inc.
Unaudited Pro Forma Condensed Combining Balance Sheet
As of December 31, 2001
(In US dollars thousands)
Bonson
AsiaInfo Information
Holdings, Technology Pro Forma Pro Forma
Inc. Holdings Limited Adjustments Notes AsiaInfo
--------- ---------------- ----------- ----- -----------
ASSETS
Current assets:
Cash and cash equivalents...................... $ 110,635 $ 1,424 $ (31,966) (1) $ 80,093
Restricted cash................................ 13,475 3,874 17,349
Short-term investments......................... 27,184 -- 27,184
Accounts receivable-billed, net................ 20,813 5,367 26,180
Accounts receivable-unbilled................... 45,910 9,564 55,474
Inventories.................................... 1,180 932 2,112
Advance to suppliers........................... -- 1,074 1,074
Other receivables.............................. 10,533 1,093 (6,428) (4) 5,198
Deferred income taxes-current.................. 1,689 -- 1,689
Prepaid expenses and other..................... 1,417 291 (190) (3) 1,518
--------- -------- --------- ---------
Total current assets........................ 232,836 23,619 (38,584) 217,871
Property and equipment, net...................... 5,376 893 6,269
Goodwill......................................... 2,188 -- 34,533 (2) 36,721
Intangible assets, net........................... -- -- 5,780 (2) 5,780
Investment in affiliate.......................... 5,272 -- 5,272
Deferred income taxes............................ 188 3 191
--------- -------- --------- ---------
Total assets................................ $ 245,860 $ 24,515 $ 1,729 $ 272,104
========= ======== ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term loans................................ $ 2,924 $ 8,539 $ (6,428) (4) $ 5,035
Accounts payable................................ 23,789 2,933 26,722
Other payables.................................. 1,682 389 2,071
Deferred revenue................................ 4,279 389 4,668
Accrued employee benefit........................ 9,088 491 9,579
Accrued expenses................................ 11,431 300 434 (3) 12,165
Income taxes payable............................ 4,743 -- 4,743
Other taxes payable............................. 2,524 1,076 3,600
Deferred income tax liabilities................. -- 34 34
--------- -------- --------- ---------
Total current liabilities..................... 60,460 14,151 (5,994) 68,617
--------- -------- --------- ---------
Minority interest................................ 610 -- 610
Long-term liabilities:
--------- -------- --------- ---------
Deferred income tax liabilities................. -- -- 434 (8) 434
--------- -------- --------- ---------
Stockholders' Equity:
Preferred stock................................. -- 364 (364) (5) --
Common stock.................................... 421 1,136 (1,126) (5),(9) 431
Additional paid-in capital...................... 178,649 3,339 14,654 (5),(9) 196,642
Deferred stock compensation..................... (512) -- -- (512)
Retained earnings............................... 6,204 5,543 (5,893) (5),(7) 5,854
Accumulated other comprehensive income (loss)... 28 (18) 18 (5) 28
--------- -------- --------- ---------
Total stockholders' equity.................... 184,790 10,364 7,289 202,443
--------- -------- --------- ---------
Total liabilities and stockholders' equity.... $ 245,860 $ 24,515 $ 1,729 $ 272,104
========= ======== ========= =========
See notes to pro forma condensed combining financial statements.
AsiaInfo Holdings, Inc.
Unaudited Pro Forma Condensed Combining Statement of Income
For the year ended December 31, 2001
(In US dollars thousands, except for share amounts)
AsiaInfo Holdings, Bonson Information Pro Forma Pro Forma
Inc. Technology Holdings Limited Adjustments Note Asiainfo
Net revenue.......................... $ 189,006 $ 27,065 $ $ 216,071
Cost of revenue (excluding
stock-based compensation)............ 133,533 19,159 152,692
-------------- -------------- -------------- ------------
Gross profit (excluding stock-based
compensation)........................ 55,473 7,906 63,379
-------------- -------------- -------------- ------------
Costs and expenses:
Research and development
(excluding stock-based-
compensation).................... 7,304 2,612 9,916
General and administrative
(excluding stock-based
compensation).................... 14,905 2,327 17,232
Sales and marketing (excluding
stock-based compensation)........ 21,768 766 22,534
Stock-based compensation......... 1,144 1,144
Amortization of intangible
assets........................... - - $ 1,908 (6) 1,908
-------------- -------------- -------------- ------------
Total cost and expenses....... 45,121 5,705 1,908 52,734
-------------- -------------- -------------- ------------
Profit (loss) from operations........ 10,352 2,201 (1,908) 10,645
Interest income (expenses), net...... 6,166 (135) 6,031
Other income (expenses), net......... (59) (23) (82)
-------------- -------------- -------------- ------------
Income (loss) before income taxes,
minority interests and equity in
loss of affiliate.................... 16,459 2,043 (1,908) 16,594
-------------- -------------- -------------- ------------
Income tax expenses.................. 3,444 31 (143) (10) 3,332
-------------- -------------- -------------- ------------
Income (loss) before minority
interests............................ 13,015 2,012 (1,765) 13,262
Minority interests in (income) of
consolidated subsidiaries............ 396 396
Equity in loss of affiliates......... 885 885
-------------- -------------- -------------- ------------
Net income (loss)........................ $ 11,734 $ 2,012 $ (1,765) $ 11,981
============== ============== ============== ============
Net income per share:
Basic................................. $ 0.28 $ 0.28
============== ============== ============== ============
Diluted............................... $ 0.26 $ 0.25
============== ============== ============== ============
Shares used in computation:
Basic................................. 41,525,159 1,031,686 42,556,845
============== ============== ============== ============
Diluted............................... 45,924,724 1,031,686 46,956,410
============== ============== ============== ============
See notes to pro forma condensed combining financial statements.
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AsiaInfo Holdings, Inc.
NOTES TO PRO FORMA CONDENSED COMBINING FINANCIAL STATEMENTS
1. ACQUISITION
On February 6, 2002, AsiaInfo Holdings, Inc. (the "Company" or "AsiaInfo")
completed the acquisition (the "Bonson Acquisition") of Bonson Information
Technology Holdings Limited ("Bonson"), a leading developer of
communications software and solutions, based in Guangzhou, China. Under the
terms of the share purchase agreement, the Company acquired all outstanding
capital stock of Bonson by paying $31.97 million in cash and issuing
approximately 1,031,686 shares of the Company's common stock.
2. BASIS OF PRESENTATION AND PRO FORMA ADJUSTMENTS
The accompanying pro forma financial statements are presented in accordance
with Article 11 of Regulation S-X.
The Bonson Acquisition was accounted for as a purchase in accordance with
Statement of Financial Accounting Standards No. 141. No pro forma effect
has been given to any operational or other synergies that may be realized
from the acquisition of Bonson.
The pro forma condensed financial statements are presented for illustrative
purposes only and are not necessarily indicative of the operating results
or financial position that might have been achieved had the transactions
occurred as of an earlier date, and they are not necessarily indicative of
future operating results or financial position. These pro forma amounts do
not, therefore, project our financial position or results of operation for
any future date or period. You should read the pro forma financial
statements with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and our historical consolidated
financial statements and related notes included in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2001 and the audited
financial statements of Bonson for the year ended December 31, 2001.
The unaudited pro forma condensed combining financial statements have been
prepared on the basis of assumptions described below and include
assumptions relating to the allocation of the consideration paid for the
assets and liabilities of Bonson based upon independent estimates of fair
value. Below is a table of the total purchase price and purchase price
allocation used for the purposes of the pro forma condensed combining
financial statements (in thousands):
Cash consideration $31,966
Common stock 18,003
Acquisition costs 624
-------
Total purchase price $50,593
=======
Purchase Price Allocation:
Fair market value of net tangible
assets acquired of Bonson at
December 31, 2001 $10,364
Economic Life
Intangible assets acquired:
Core technology 1,280 3.5
Trade name 700 Indefinite
Contract backlog 2,700 2
Favorable lease 400 2.1
License 700 Indefinite
In-process technology 350
Goodwill 34,533 Indefinite
Deferred tax liabilities (434)
-------
$50,593
=======
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AsiaInfo Holdings, Inc.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINING FINANCIAL STATEMENTS
2. BASIS OF PRESENTATION AND PRO FORMA ADJUSTMENTS -- CONTINUED
The unaudited pro forma condensed combining balance sheet has been prepared
as if the Bonson Acquisition, which was accounted for as a purchase, was
completed as of December 31, 2001. The aggregate purchase price, including
$623,717 of costs directly attributable to the completion of the
acquisition, has been allocated to the assets and liabilities acquired. The
allocation of the purchase price among the identifiable intangible assets
was based on estimates of the fair market value of those assets. As a
result, $350,000 was allocated to purchased in-process technology, which
has not yet reached technological feasibility and does not have alternative
future uses. This amount has been written off in the unaudited pro forma
condensed balance sheet as of the assumed acquisition date, December 31,
2001.
The unaudited pro forma condensed combining statement of income for the
year ended December 31, 2001 reflects the Bonson transaction as if it had
taken place on January 1, 2001, and does not include the one-time charge of
$350,000 for purchased in-process technology arising from this acquisition,
as it is a nonrecurring charge. This one-time charge related to a
development project that had not reached technological feasibility, had no
alternative future use, and for which successful development was uncertain.
The conclusion that the in-process development effort, or any material sub-
component, had no alternative future use was reached in consultation with
the Company and Bonson management. This charge will be recorded in the
actual condensed consolidated statement of income of AsiaInfo during the
quarter ended March 31, 2002.
The following pro forma adjustments have been made to the pro forma
condensed combining financial statements:
(1) To record cash consideration paid for the acquisition.
(2) To record goodwill and other intangible assets identified in the
purchase allocation of the acquisition.
(3) To record the fees directly attributable to the acquisition.
(4) To eliminate the inter-company loan.
(5) To eliminate Bonson's stockholders' equity.
(6) To record the amortization of acquired intangible assets with
definitive lives on a straight-line basis over estimated useful lives
ranging from two to three and one half years.
(7) To reflect the reduction in retained earnings for the one-time charge
of $350,000 for purchased in-process technology identified in the
purchase price allocation.
(8) To record the deferred income tax liabilities related to the net
assets acquired.
(9) To reflect the issuance of approximately 1,031,686 shares of AsiaInfo
common stock ($0.01 par value) to the holders of the outstanding
stock of Bonson.
(10) To record amortization of deferred income tax liabilities relating to
the amortization of acquired intangible assets.
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