EXHIBIT 20.2
INFOSPACE, INC. AND SARAIDE
PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 31, 1999
(Unaudited)
Pro Forma Pro Forma
InfoSpace Saraide Adjustments (1) Combined
------------- ------- --------------- --------
Revenues $ 36,907,171 $ 1,812,066 $ 38,719,237
Cost of revenues 5,259,043 8,482,412 13,741,455
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Gross profit 31,648,128 (6,670,346) 0 24,977,782
Operating expenses:
Product development 3,189,279 2,098,887 5,288,166
Sales, General & Administrative 33,383,051 10,279,438 43,662,489
Amortization of intangibles 3,223,031 1,953,520 58,368,629 63,545,180
Acquisition and related charges 13,249,533 3,460,000 16,709,533
Stock compensation expense 2,438,551 2,438,551
Other - non-recurring charges 11,359,500 11,359,500
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Total operating expenses 64,404,394 20,230,396 58,368,629 143,003,419
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Loss from operations (32,756,266) (26,900,742) (58,368,629) (118,025,637)
Other income (expense), net 11,074,008 (935,157) 10,138,851
Equity in loss from joint venture (11,517) (11,517)
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Net Loss (21,693,775) (27,835,899) (58,368,629) (107,898,303)
Currency Translation Adjustment (9,438) (9,438)
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Comprehensive Loss ($21,693,775) ($27,845,337) ($58,368,629) ($107,907,741)
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Basic and diluted net loss per share ($ 0.23) ($ 1.10)
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Shares used in computing basic and
diluted net loss per share calculations 93,565,780 4,436,313 98,002,093
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(1) - refers to relevant notes in Note 4 to the Unaudited Pro Forma
Combined Consolidated Financial Statements
Weighted Average Share Capital
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Preferred Stock 20,728,145
Common Stock 2,468,434
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Total 23,196,579
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Exchange Ratio 5.228797114
InfoSpace Common Stock 4,436,313
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INFOSPACE, INC. AND SARAIDE, INC.
NOTES TO UNAUDITED PRO FORMA COMBINED
CONSOLIDATED FINANCIAL STATEMENTS
1. The Periods Combined
The InfoSpace, Inc. consolidated statements of operations for the year
ended December 31, 1999 has been combined with the Saraide, Inc. statements of
operations for the year ended December 31, 1999, as if the merger had occurred
as of the beginning of the period under the purchase method of accounting.
2. Pro Forma Basis of Presentation
These Unaudited Pro Forma Combined Consolidated Financial Statements are
based on estimates and assumptions. The pro forma adjustments made in connection
with the development of the pro forma information are preliminary and have been
made solely for purposes of developing such pro forma information as necessary
to comply with the disclosure requirements of the Securities Exchange
Commission. The Unaudited Pro Forma Combined Consolidated Financial Statements
do not purport to be indicative of the combined financial position or results of
operations of future periods or indicative of the results of operations of
future periods or indicative of the results that actually would have been
realized had the entities been a single entity during these periods.
The Unaudited Pro Forma Combined Statement of Operations for the year ended
December 31, 1999 reflects the issuance of shares of InfoSpace, Inc. Common
Stock in exchange for all of the outstanding stock, warrants, and options of
Saraide, Inc. The pro forma adjustments reflect the additional shares that would
be used in computing basic and diluted earnings per share as if the Merger had
occurred at the beginning of the period.
3. Pro Forma Earnings Per Share
The Unaudited Pro Forma Combined Consolidated Financial Statements for
InfoSpace, Inc. have been prepared as if the merger was completed at the
beginning of the periods presented. The pro forma basic net loss per share is
based on the combined weighted average number of shares of InfoSpace, Inc.
Common Stock outstanding during the period and the number of InfoSpace, Inc.
Common Stock to be issued in exchange as discussed in Note 2.
The Pro Forma diluted loss per share is computed using the weighted average
number of InfoSpace, Inc. Common Stock and dilutive common equivalent shares
outstanding during the period and the number of shares of InfoSpace.com, Inc.
Common Stock to be issued in exchange. Common equivalent shares consist of the
incremental common shares issuable upon conversion of the exercise of stock
options and warrants using the treasury stock method. Common equivalent shares
are excluded from the computation if their effect is antidilutive. The combined
Company had a pro forma net loss for all periods presented herein; therefore,
none of the options and warrants outstanding during each of the periods
presented were included in the computation of pro forma dilutive earnings per
share as they were antidilutive.
4. Pro Forma Statements of Operations Adjustments
The objective of the pro forma information is to show what the significant
effects on the historical financial information might have been had the
Companies been merged for the periods presented.
Additionally, under the purchase method of accounting, the purchase price
is allocated to the net assets acquired based upon their estimated fair value.
The following represents the purchase price allocation of Saraide, Inc.:
Book value of net liabilities acquired $ (16,180,448)
Purchased technology, including in process
research and development 97,000,000
Contract list 16,000,000
Assembled workforce 2,100,000
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Fair value of net assets acquired 98,919,552
Fair value of shares and options issued 347,022,206
Acquisition costs 340,489
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Excess of purchase price over net assets acquired $ 248,443,143
==============
Goodwill represents the excess of the purchase price over the fair value of
the assets acquired. The goodwill will be capitalized and amortized over a
period of five years.
Purchased technology, contract list, and assembled workforce will be
capitalized and amortized over a period of five years. The Unaudited Pro
Forma Combined Consolidated Statement of Operations reflects adjustments
for such amortization.
Detail of the specific pro forma adjustments are as follows:
(1) Pro forma adjustment represents the amortization of purchased
technology, contract list, assembled workforce and goodwill. For the
year ended December 31, 1999, the expense would have been $58,368,628.