Attached files
file | filename |
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8-K/A - FORM 8-K/A - iGo, Inc. | p18398e8vkza.htm |
EX-99.1 - EX-99.1 - iGo, Inc. | p18398exv99w1.htm |
EX-23.1 - EX-23.1 - iGo, Inc. | p18398exv23w1.htm |
Exhibit 99.2
IGO, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On October 7, 2010, iGo, Inc., (iGo or the Company), completed its acquisition of Aerial7
Industries, Inc. (Aerial7), a designer and marketer of innovative headphones for mobile
electronic devices and professional audio equipment. Pursuant to the terms of the Agreement and
Plan of Merger (the Merger Agreement) dated October 7, 2010 by and among the Company, Mobility
Assets, Inc., a wholly owned subsidiary of the Company (Merger Sub), Aerial7 and the agent for
Aerial7s shareholders, Merger Sub was merged with and into Aerial7 and, as a result, Aerial7
continues as the surviving corporation and is a wholly owned subsidiary of the Company.
The acquisition of Aerial7 expands the Companys line of accessories for devices like laptops,
tablets, iPods®, iPhones® and other portable media devices. Aerial7s headphones are sold through
fashion, action sports and professional audio retailers. Aerial7 also uses an international
distribution network to sell its products in more than 50 countries, which accounts for
approximately 60% of Aerial7s historical sales.
The following unaudited pro forma condensed combined balance sheet as of September 30, 2010
and statements of operations for the nine months ended September 30, 2010 and the fiscal year ended
December 31, 2009 are based on the historical financial statements of iGo and Aerial7, assuming the
acquisition was consummated at the beginning of the respective periods, after giving effect to the
Merger using the acquisition method of accounting.
The determination and allocation of the purchase price is based upon preliminary estimates of
the fair value of assets acquired and liabilities assumed in accordance with Accounting Standards
Codification (ASC) 805, Business Combinations. Under the acquisition method of accounting, the
total estimated purchase price is allocated to Aerial7s net assets based on their estimated fair
values as of the consummation date.
The unaudited pro forma condensed combined financial statements are presented for illustrative
purposes only and are not necessarily indicative of the consolidated financial position or
consolidated results of iGo that would have been reported had the acquisition occurred on the dates
indicated, nor do they represent a forecast of the consolidated financial position of iGo at any
future date or the consolidated results of operations for any future period. Furthermore, no
effect has been given in the unaudited pro forma condensed combined statements of operations for
synergistic benefits or cost savings that may be realized through the combination of iGo and
Aerial7 or costs that may be incurred in integrating the two companies. The unaudited pro forma
condensed combined financial statements should be read in conjunction with the historical financial
statements and related notes and managements discussion and analysis of financial condition and
results of operations of iGo which are included in iGos Annual Report on Form 10-K for the year
ended December 31, 2009 and iGos Quarterly Report on Form 10-Q for the nine months ended September
30, 2010 and the historical financial statements and related notes of Aerial7 included in this Form
8-K/A.
IGO, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
(In thousands, except share amounts)
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
(In thousands, except share amounts)
September | ||||||||||||||||
Historical | 30, 2010 | |||||||||||||||
September 30, 2010 | Pro Forma | Pro Forma | ||||||||||||||
iGo | Aerial7 | Adjustments | Combined | |||||||||||||
ASSETS |
||||||||||||||||
Current assets: |
||||||||||||||||
Cash and cash equivalents |
$ | 11,472 | $ | 27 | $ | (3,340) | A | $ | 8,159 | |||||||
Short-term investments |
20,216 | | | 20,216 | ||||||||||||
Due from factor |
| 12 | | 12 | ||||||||||||
Accounts receivable, net |
8,115 | 27 | | 8,142 | ||||||||||||
Inventories |
11,391 | 350 | | 11,741 | ||||||||||||
Prepaid expenses and other current assets |
321 | 8 | | 329 | ||||||||||||
Total current assets |
51,515 | 424 | (3,340) | 48,599 | ||||||||||||
Property and equipment, net |
675 | 39 | | 714 | ||||||||||||
Goodwill |
171 | | 1,692 | A | 1,863 | |||||||||||
Intangible assets, net |
1,507 | | 2,160 | A | 3,667 | |||||||||||
Notes receivable and other assets, net |
153 | 13 | | 166 | ||||||||||||
Total assets |
$ | 54,021 | $ | 476 | $ | 512 | $ | 55,009 | ||||||||
LIABILITIES AND EQUITY |
||||||||||||||||
Liabilities: |
||||||||||||||||
Accounts payable |
$ | 8,687 | $ | 192 | | $ | 8,879 | |||||||||
Accrued expenses and other current liabilities |
1,353 | 27 | | 1,380 | ||||||||||||
Deferred revenue |
2,504 | 34 | | 2,538 | ||||||||||||
Total liabilities |
12,544 | 253 | | 12,797 | ||||||||||||
Equity: |
||||||||||||||||
Common stock, $.01 par value |
329 | | | 329 | ||||||||||||
Additional paid-in capital |
171,782 | 2,185 | (2,185) | E | 171,782 | |||||||||||
Accumulated deficit |
(130,797 | ) | (1,962 | ) | 2,697 | E | (130,062 | ) | ||||||||
Accumulated other comprehensive income |
163 | | | 163 | ||||||||||||
Total equity |
41,477 | 223 | 512 | 42,212 | ||||||||||||
Total liabilities and equity |
$ | 54,021 | $ | 476 | $ | 512 | $ | 55,009 | ||||||||
See accompanying notes to Pro Forma Condensed Combined Financial Statements
IGO, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
Historical | September 30, | ||||||||||||||||
For The Nine Months Ended | 2010 | ||||||||||||||||
September 30, 2010 | Pro Forma | Pro Forma | |||||||||||||||
iGo | Aerial7 | Adjustments | Combined | ||||||||||||||
Revenue |
$ | 30,137 | $ | 1,319 | $ | | $ | 31,456 | |||||||||
Cost of revenue |
20,134 | 770 | | 20,904 | |||||||||||||
Gross profit |
10,003 | 549 | | 10,552 | |||||||||||||
Operating expenses: |
|||||||||||||||||
Sales and marketing |
5,464 | 290 | | 5,754 | |||||||||||||
Research and development |
1,060 | | | 1,060 | |||||||||||||
General and administrative |
5,380 | 1,123 | 536 | B,C | 7,039 | ||||||||||||
Total operating expenses |
11,904 | 1,413 | 536 | 13,853 | |||||||||||||
Loss from operations |
(1,901 | ) | (864 | ) | (536 | ) | (3,301 | ) | |||||||||
Other income (expense): |
|||||||||||||||||
Interest income (expense), net |
147 | (10 | ) | | 137 | ||||||||||||
Gain on disposal of assets and other income,
net |
1,938 | (1 | ) | | 1,937 | ||||||||||||
Income (loss) before
provision for income
tax |
184 | (875 | ) | (536 | ) | (1,227 | ) | ||||||||||
Income tax benefit/(provision) |
235 | (1 | ) | | 234 | ||||||||||||
Net income (loss) |
$ | 419 | $ | (876 | ) | $ | (536 | ) | $ | (993 | ) | ||||||
Net income (loss) per share: |
|||||||||||||||||
Basic |
$ | 0.01 | $ | (0.03 | ) | ||||||||||||
Diluted |
$ | 0.01 | $ | (0.03 | ) D | ||||||||||||
Weighted average common shares outstanding: |
|||||||||||||||||
Basic |
32,731 | 32,731 | |||||||||||||||
Diluted |
34,623 | 32,731 | D | ||||||||||||||
See accompanying notes to Pro Forma Condensed Combined Financial Statements
IGO, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
Historical | December | |||||||||||||||
For The Year Ended | 31, 2009 | |||||||||||||||
December 31, 2009 | Pro Forma | Pro Forma | ||||||||||||||
iGo | Aerial7 | Adjustments | Combined | |||||||||||||
As Recast | ||||||||||||||||
Revenue |
$ | 48,944 | $ | 973 | $ | | $ | 49,917 | ||||||||
Cost of revenue |
33,776 | 513 | | 34,289 | ||||||||||||
Gross profit |
15,168 | 460 | | 15,628 | ||||||||||||
Operating expenses: |
||||||||||||||||
Sales and marketing |
6,753 | 281 | | 7,034 | ||||||||||||
Research and development |
1,950 | 49 | | 1,999 | ||||||||||||
General and administrative |
7,903 | 961 | 714 | B,C | 9,578 | |||||||||||
Total operating expenses |
16,606 | 1,291 | 714 | 18,611 | ||||||||||||
Loss from operations |
(1,438 | ) | (831 | ) | (714 | ) | (2,983 | ) | ||||||||
Other income (expense): |
||||||||||||||||
Interest income (expense), net |
235 | (9 | ) | | 226 | |||||||||||
Gain on disposal of assets and other income, net |
506 | | | 506 | ||||||||||||
Loss) before provision for income tax |
(697 | ) | (840 | ) | (714 | ) | (2,251 | ) | ||||||||
Income tax benefit/(provision) |
234 | (1 | ) | | 233 | |||||||||||
Net income (loss) |
$ | (463 | ) | $ | (841 | ) | $ | (714 | ) | $ | (2,018 | ) | ||||
Net loss per share: |
||||||||||||||||
Basic |
$ | (0.01 | ) | $ | (0.06 | ) | ||||||||||
Diluted |
$ | (0.01 | ) | $ | (0.06 | ) D | ||||||||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic |
32,310 | 32,310 | ||||||||||||||
Diluted |
32,310 | 32,310 | D | |||||||||||||
See accompanying notes to Pro Forma Condensed Combined Financial Statements
IGO, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
STATEMENTS
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
STATEMENTS
(1) Basis of Pro Forma Presentation
The Company acquired all outstanding shares of Aerial7 Industries, Inc. stock in
exchange for aggregate consideration of $3.34 million (the Merger Consideration). An escrow
account was created at closing consisting of $250,000 of the Merger Consideration, which was
withheld at closing. In addition, the amount in escrow will be held for a period of 12 months from
the closing date in order to satisfy any potential indemnification obligations that may arise as a
result of the Merger Agreement.
As part of the Merger, the Company entered into employment agreements with a three year term
with the three founders and key employees of Aerial7. Each of these three key employees received
grants of 150,000 restricted stock units (RSUs) that will vest in equal annual installments of 50,000 RSUs on each of
October 7, 2011, October 7, 2012 and October 7, 2013. The RSUs were issued as an inducement for
these key employees to accept employment with the Company in connection with the acquisition of
Aerial7.
The acquisition has been accounted for using the acquisition method of accounting.
Accordingly, the total consideration was allocated to the tangible and intangible assets acquired
and liabilities assumed based on their estimated fair values as of the acquisition date. Fair
values were determined by Company management based on information available at the date of
acquisition.
The preliminary allocation of total purchase price to the assets acquired and liabilities
assumed is based on the estimated fair value as follows (dollars in thousands):
Estimated | ||||||||
Life | ||||||||
Tangible assets acquired |
$ | 476 | ||||||
Intangible assets acquired |
||||||||
Customer relationships |
830 | 5 years | ||||||
Non-compete agreements |
90 | 3 years | ||||||
Trade name |
170 | 3 years | ||||||
Proprietary processes |
850 | 5 years | ||||||
In-process research and development |
220 | Indefinite | ||||||
Goodwill |
1,692 | Indefinite | ||||||
4,328 | ||||||||
Liabilities assumed |
(253 | ) | ||||||
Deferred tax liability, net |
(735 | ) | ||||||
Total consideration |
$ | 3,340 | ||||||
Customer relationships relates to Aerial7s existing customer base, valued based on projected
discounted cash flows generated from customers in place. The employment agreements with the three
founders of Aerial7 contain non-compete provisions to protect the Company. The non-compete
agreements were valued based on the assumption that absent the agreements, the Aerial7s business
enterprise value would be decreased. Trade name relates to the Aerial7 trade name. The value of
the trade name was estimated by capitalizing the estimated profits saved as a result of acquiring
or licensing the asset. The proprietary processes and in process research and development were
valued utilizing the excess earnings method of estimated future discounted cash flows. The
intangible assets acquired are amortized on a straight-line basis over their estimated useful
lives. The goodwill associated with the acquisition is not subject to amortization and is not
expected to be deductible for income tax purposes. The deferred tax liability relates to the
acquired intangible assets which are also not expected to be deductible for income tax purposes.
As the deferred tax assets of the Company, net of its deferred tax liabilities
are fully valued at zero, the impact of recording this deferred tax liability is expected to
result in a release of a portion of the Companys deferred tax asset valuation allowance, and is
expected to be recorded as income tax benefit for the year ended December 31, 2010. The pro forma
condensed combined statements of operations presented above do not include this non-recurring
benefit for income taxes.
Significant assumptions and estimates have been made in determining the preliminary estimated
purchase price and the preliminary allocation of the estimated purchase price in the unaudited pro
forma condensed combined financial statements. These preliminary estimates and assumptions are
subject to change during the measurement period (up to one year from the acquisition date) while
finalizing the valuations of the net tangible assets, intangible assets, and resultant goodwill.
(2) Pro Forma Adjustments
The unaudited pro forma condensed combined financial statements have been prepared to give
effect to the following pro forma adjustments, which are deemed directly attributable to the
transaction.
A. To record the purchase price allocation as indicated in Note 1 to reflect the consideration paid
by iGo to acquire Aerial7.
B. To record estimated amortization expense based on the preliminary fair values of the intangible
assets acquired in connection with the acquisition of Aerial7 (dollars in thousands):
Nine months ended | Year ended | |||||||
September 30, 2010 | December 31, 2009 | |||||||
Customer relationships |
$ | 125 | $ | 166 | ||||
Non-compete agreements |
23 | 30 | ||||||
Trade name |
42 | 57 | ||||||
Proprietary processes |
128 | 170 | ||||||
Total adjustment to amortization
of intangibles |
$ | 318 | $ | 423 | ||||
C. To
record the estimated amortization expense related to the fair value of 450,000 RSUs granted to the founders of Aerial7 who are being employed by iGo subsequent to the acquisition. The estimated amortization expense for these RSUs is $218,000 and $291,000 for the nine months
ended September 30, 2010 and for the year ended December 31, 2009,
respectively.
D. As a result of the pro forma net loss, no effects have been given to the potential dilutive
securities.
E. To eliminate Aerial7s historical stockholders equity. The adjustment to accumulated deficit
includes the effects of releasing $735,000 of iGos deferred tax asset valuation allowance as noted
in Note 1 above.
(3) Pro Forma Net Income (Loss) Per Share
The pro forma basic net loss per share is based on the number of iGo shares used in computing
basic net loss per share.