Exhibit 20.2
INFOSPACE, INC. AND PRIO
PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1999
(Unaudited)
(In Thousands)
Pro Forma Pro Forma
ASSETS InfoSpace, Inc. Prio Adjustments Combined
---------------- ---------- ------------ ---------
Current assets:
Cash and cash equivalents $ 29,456 $ 8,529 $ 37,985
Short-term investments 124,720 124,720
Accounts receivable, net of allowance 6,540 124 6,664
Interest receivable 3,322 3,322
Notes receivable 11,394 11,394
Prepaid expenses and other assets 10,117 386 10,503
-------- -------- -------- --------
185,549 9,039 194,588
Long-term investments 71,417 71,417
Property and equipment, net 4,502 3,496 7,998
Intangible assets, net 73,827 73,827
Other investments 16,779 259 17,038
Other 497 221 718
-------- -------- -------- --------
Total assets $352,571 $ 13,015 $ 0 $365,586
======== ======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,865 $ 945 $ 2,810
Accrued expenses and other current
liabilities 16,598 1,878 18,476
Notes and leases payable - short term 1,042 1,042
Deferred revenues 2,481 217 2,698
-------- -------- -------- --------
Total current liabilities 20,944 4,082 25,026
Notes and leases payable - long term 614 614
Other long term liabilities 71 71
Shareholders' equity:
Preferred stock 69,387 (69,387) 0
Common stock, par value $.0001 10 10
Common stock 3,143 (3,143) 0
Additional paid-in capital 368,369 72,530 440,899
Accumulated deficit (35,690) (62,822) (98,512)
Unrealized loss from investments 0
Notes receivable for common stock (10) (10)
Accumulated other comprehensive income 1,317 1,317
Deferred expense - warrants (2,311) (2,311)
Unearned compensation- stock options (68) (1,450) (1,518)
-------- -------- --------
Total stockholders equity 331,627 8,248 0 339,875
-------- -------- --------
Total liabilities and stockholders' equity $352,571 $ 13,015 $ 0 $365,586
======== ======== ======== ========
INFOSPACE, INC. AND PRIO, INC.
PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 31, 1999
(Unaudited)
(In thousands)
Pro Forma Pro Forma
InfoSpace, Inc. Prio Adjustments Combined
--------------- ------------ ------------- ----------
Revenues $ 36,908 $ 483 $ 37,391
Cost of revenues 5,259 2,009 7,268
----------- -------- ----- --------
Gross profit 31,649 (1,526) 30,123
Operating expenses:
Product development 3,189 8,126 11,315
Sales and marketing 23,695 6,305 30,000
General and administrative 9,688 2,899 12,587
Amortization of intangibles 3,223 17,652 20,875
Acquisition and related charges 13,250 13,250
Other - non-recurring charges 11,359 11,359
----------- -------- ----- --------
Total operating expenses 64,404 34,982 99,386
----------- -------- ----- --------
Loss from operations (32,755) (36,508) (69,263)
Other income (expense), net 11,074 642 11,716
Equity in loss from joint venture (12) (12) (24)
----------- -------- ----- --------
Net Loss $ (21,693) $(35,878) $(57,571)
=========== ======== ===== ========
Basic and diluted net loss per share $ (0.23) $ (0.59)
=========== ======== ===== ========
Shares used in computing basic and
diluted net loss per share calculations 93,566 4,312 97,878
=========== ======== ===== ========
Weighted Average Share Capital
- ------------------------------
Preferred Stock 16,713,665
Common Stock 5,381,414
-----------
Total 22,095,079
===========
Exchange Ratio 0.0975894
InfoSpace Common Stock 2,156,246
1/5/00 2 for 1 split 4,312,491
Numbers do not reflect the 2 for 1 stock split that was effected on 4/6/00.
INFOSPACE, INC. AND PRIO, INC.
PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 1998
(Unaudited)
(In thousands)
Pro Forma Pro Forma
InfoSpace, Inc. Prio Adjustments Combined
--------------- ------------ ----------- ----------
Revenues $ 9,623 $ 9 $ 9,632
Cost of revenues 1,635 696 2,331
--------- -------- -------- --------
Gross profit 7,988 (687) 7,301
Operating expenses:
Product development 1,245 6,323 7,568
Sales and marketing 6,286 4,497 10,783
General and administrative 4,575 2,802 7,377
Amortization of intangibles 710 710
Acquisition and related charges 2,800 2,800
Other - non-recurring charges 4,500 4,500
---------- -------- -------- --------
Total operating expenses 20,116 13,622 33,738
---------- -------- -------- --------
Loss from operations (12,128) (14,309) (26,437)
Other income (expense), net 434 167 601
Equity in loss from joint venture (125) (8) (133)
---------- -------- -------- --------
Net Loss $ (11,819) $(14,150) $(25,969)
========== ======== ======== ========
Basic and diluted net loss per share $ (0.22) $ (0.44)
========== ======== ======== ========
Shares used in computing basic and
diluted net loss per share calculations 54,847 4,277 59,124
========== ======== ========= ========
Weighted Average Share Capital
- ------------------------------
Preferred Stock 16,713,665
Common Stock 5,199,044
-----------
Total 21,912,709
===========
Exchange Ratio 0.0975894
InfoSpace Common Stock 2,138,448
1/5/00 2 for 1 split 4,276,896
Numbers do not reflect the 2 for 1 stock split that was effected on 4/6/00.
INFOSPACE, INC. AND PRIO, INC.
PRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 1997
(Unaudited)
(In thousands)
Pro Forma Pro Forma
InfoSpace, Inc. Prio Adjustments Combined
---------------- ------------- ------------- -----------
Revenues $ 1,742 $ 74 $ 1,816
Cost of revenues 418 74 492
--------- ------- ------- -------
Gross profit 1,324 0 1,324
Operating expenses:
Product development 383 3,976 4,359
Sales and marketing 1,477 2,985 4,462
General and administrative 944 1,341 2,285
Amortization of intangibles 64 64
Acquisition and related charges
Other - non-recurring charges 137 137
--------- ------- ------- -------
Total operating expenses 3,005 8,302 11,307
--------- ------- ------- -------
Loss from operations (1,681) (8,302) (9,983)
Other income (expense), net 20 20 40
Equity in loss from joint venture
Net Loss $ (1,661) $(8,282) $(9,943)
========= ======= ======= =======
Basic and diluted net loss per share $ (0.04) $ (0.21)
========= ======= ======= =======
Shares used in computing basic and
diluted net loss per share calculations 44,114 2,967 47,081
========= ======= ======= =======
Weighted Average Share Capital
- ------------------------------
Preferred Stock 9,570,935
Common Stock 5,631,451
----------
Total 15,202,386
==========
Exchange Ratio 0.0975894
InfoSpace Common Stock 1,483,592
1/5/00 2 for 1 split 2,967,183
Numbers do not reflect the 2 for 1 stock split that was effected on 4/6/00.
INFOSPACE, INC. AND PRIO INC.
NOTES TO UNAUDITED PRO FORMA COMBINED
CONSOLIDATED FINANCIAL STATEMENTS
1. The Periods Combined
The InfoSpace, Inc. consolidated statements of operations for the years
ended December 31, 1999, 1998 and 1997 have been combined with the Prio, Inc.
statements of operations for the period from January 1, 1997 to December 31,
1999, as if the merger had occurred as of the beginning of the period.
2. Pro Forma Basis of Presentation
The pro forma adjustments made in connection with the development of the
pro forma information 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 years
ended December 31, 1999, 1998 and 1997 reflect the equivalent shares of
InfoSpace, Inc. Common Stock in exchange for all of the outstanding stock,
warrants, and options of Prio 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.