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8-K/A - 8-K/A - DIGITAL RIVER INC /DEa13-8819_28ka.htm
EX-23.1 - EX-23.1 - DIGITAL RIVER INC /DEa13-8819_2ex23d1.htm

Exhibit 99.4

 

UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS

FOR THE 12 MONTHS ENDED DECEMBER 31, 2012

(IN THOUSANDS, EXCEPT PER SHARE DATA)

 

 

 

Digital River

 

LML IFRS

 

U.S. GAAP
Adjustments

 

Pro Forma
Adjustments

 

Pro Forma
Digital River

 

Revenue

 

$

386,222

 

$

28,288

 

$

 

$

 

$

414,510

 

Costs and expenses (exclusive of depreciation and amortization expense shown separately below):

 

 

 

 

 

 

 

 

 

 

 

Direct cost of services

 

12,661

 

15,549

 

(37

)(b),(c)

56,228

(k)

84,401

 

Network and infrastructure

 

53,562

 

 

 

 

53,562

 

Sales and marketing

 

162,201

 

1,117

 

(404

)(c)

(56,215

)(k)

106,699

 

Product research and development

 

63,510

 

1,207

 

(57

)(b),(c)

 

64,660

 

General and administrative

 

58,383

 

4,501

 

49

(b),(c)

(810

)(k),(o)

62,123

 

Goodwill impairment

 

175,241

 

 

 

 

175,241

 

Depreciation and amortization

 

20,307

 

 

93

(c)

 

20,400

 

Amortization of acquisition-related intangibles

 

7,067

 

 

604

(c)

4,449

(h),(l)

12,120

 

Total costs and expenses

 

552,932

 

22,374

 

248

 

3,652

 

579,206

 

Income (loss) from operations

 

(166,710

)

5,914

 

(248

)

(3,652

)

(164,696

)

Interest income

 

3,820

 

163

 

 

(51

)(m)

3,932

 

Interest expense

 

(8,968

)

 

 

 

(8,968

)

Other income (expense), net

 

4,796

 

(28

)

 

 

4,768

 

Income (loss) before income taxes

 

(167,062

)

6,049

 

(248

)

(3,703

)

(164,964

)

Income tax expense (benefit)

 

28,806

 

2,586

 

 

(2,483

)(q),(r),(s)

28,909

 

Net income (loss)

 

$

(195,868

)

$

3,463

 

$

(248

)

$

(1,220

)

$

(193,873

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share - basic

 

$

(5.90

)

 

 

 

 

 

 

$

(5.84

)

Net income (loss) per share - diluted

 

$

(5.90

)

 

 

 

 

 

 

$

(5.84

)

 

 

 

 

 

 

 

 

 

 

 

 

Shares used in per-share calculation - basic

 

33,224

 

 

 

 

 

 

 

33,224

 

Shares used in per-share calculation - diluted

 

33,224

 

 

 

 

 

 

 

33,224

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 



 

UNAUDITED PRO FORMA BALANCE SHEETS

AS OF DECEMBER 31, 2012

(IN THOUSANDS)

 

 

 

Digital River

 

LML IFRS

 

U.S. GAAP
Adjustments

 

Pro Forma
Adjustments

 

Pro Forma
Digital River

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

542,851

 

$

30,281

 

$

 

$

(101,775

)(j),(p)

$

471,357

 

Funds held for merchants

 

 

 

22,702

 

 

 

22,702

 

Short-term investments

 

162,794

 

 

 

 

162,794

 

Accounts receivable, net of allowance

 

60,656

 

1,736

 

 

 

62,392

 

Deferred tax assets

 

457

 

 

51

(d)

 

508

 

Prepaid expenses and other

 

33,714

 

1,896

 

 

(1,027

)(p)

34,583

 

Total current assets

 

800,472

 

56,615

 

51

 

(102,802

)

754,336

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

53,265

 

191

 

 

 

53,456

 

Goodwill

 

108,960

 

17,874

 

 

28,039

(g)

154,873

 

Intangible assets, net of accumulated amortization

 

11,718

 

3,402

 

 

21,652

(i),(n)

36,772

 

Long-term investments

 

71,735

 

 

 

 

71,735

 

Deferred income taxes

 

1,724

 

736

 

(51

)(d)

 

2,409

 

Other assets

 

4,342

 

279

 

 

 

4,621

 

TOTAL ASSETS

 

$

1,052,216

 

$

79,097

 

$

 

$

(53,111

)

$

1,078,202

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

205,377

 

$

882

 

$

 

$

 

$

206,259

 

Funds due to merchants

 

 

 

22,702

 

 

 

22,702

 

Deferred revenue

 

13,426

 

497

 

 

 

13,923

 

Other accrued liabilities

 

63,270

 

1,902

 

 

 

65,172

 

Total current liabilities

 

282,073

 

25,983

 

 

 

308,056

 

 

 

 

 

 

 

 

 

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

Senior convertible notes

 

309,909

 

 

 

 

309,909

 

Other liabilities

 

18,236

 

3

 

 

 

18,239

 

Total non-current liabilities

 

328,145

 

3

 

 

 

328,148

 

TOTAL LIABILITIES

 

610,218

 

25,986

 

 

 

636,204

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Preferred stock

 

 

 

 

 

 

 

 

 

Common stock

 

489

 

53,919

 

 

(53,919

)(f)

489

 

Treasury stock at cost

 

(368,721

)

 

 

 

(368,721

)

Additional paid-in capital

 

737,499

 

10,593

 

(738

)(b),(e)

(9,855

)(f)

737,499

 

Warrants

 

 

114

 

(114

)(e)

 

 

Retained earnings (deficit)

 

75,901

 

(11,805

)

852

(b)

10,953

(f)

75,901

 

Accumulated other comprehensive income (loss)

 

(3,170

)

290

 

 

(290

)(f)

(3,170

)

Total stockholders’ equity

 

441,998

 

53,111

 

 

(53,111

)

441,998

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

1,052,216

 

$

79,097

 

$

 

$

(53,111

)

$

1,078,202

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 



 


Note 1 — Periods Presented

 

(a)         The consolidated condensed pro forma statement of operations includes the LML Payment Systems Statement of Operations for the twelve months ended December 31, 2012 and the Digital River Statement of Operations for the twelve months ended December 31, 2012.   The LML Payments Systems Statement of Operations for the twelve months ended December 31, 2012, was derived from combining the last three months of LML Payment Systems fiscal year ended March 31, 2012, and the nine months ended December 31, 2012.  The consolidated condensed pro forma balance sheet reflects December 31, 2012 balances for LML Payment Systems and Digital River.

 

Note 2 — U.S. GAAP Adjustments

 

(b)         Under US GAAP, the fair value of the share-based awards with graded vesting is calculated as one single grant and the resulting fair value is recognized on a straight-line basis over the longest vesting period.

 

IFRS require each tranche of a share-based award with different vesting dates to be considered a separate grant for purposes of fair value calculation, and the resulting fair value is amortized over the vesting period of the respective tranches.

 

As a result of the above difference, an adjustment has been made to stock-based compensation as follows (in thousands):

 

 

 

Twelve months ended
December 31, 2012

 

Direct cost of services

 

$

5

 

Sales and marketing

 

 

Product research and development

 

8

 

General and administrative

 

235

 

Total adjustment

 

$

248

 

 

(c)          Under IFRS, the amortization and depreciation expenses were included within the appropriate operating expense category and were not separately presented.  Under US GAAP, depreciation of property and equipment, and amortization of patents and intangible assets are separately presented in the consolidated statement of earnings. An adjustment has been made as follows (in thousands):

 

 

 

Twelve months ended
December 31, 2012

 

Direct cost of services

 

$

(43

)

Sales and marketing

 

(404

)

Product research and development

 

(65

)

General and administrative

 

(186

)

Depreciation and amortization

 

94

 

Amortization of acquisition-related intangibles

 

604

 

Total adjustment

 

$

 

 

(d)         Under IFRS, all deferred tax assets are presented as long term.  Under US GAAP, deferred tax assets are presented as current and long term.

 

(e)          Under IFRS, warrants are presented as a separate component of equity. Under US GAAP, warrants are included in additional paid in capital.

 

Note 3 — Pro Forma Adjustments

 

(f)           An adjustment has been made to eliminate the historical equity of LML Payment Systems.

 

(g)          An adjustment has been made to record an estimated $45.9 million of goodwill associated with Digital River’s purchase of

 



 

LML Payment Systems as if the acquisition had been made on December 31, 2012.  In addition, an adjustment has been made to eliminate LML Payment Systems’ historical goodwill of $17.9 million.  Digital River’s intangible asset valuations are in progress.  The final amount of goodwill to be booked to record the LML Payment Systems purchase entry may be different than that reflected in the unaudited pro forma condensed combined financial statements.

 

(h)         An adjustment has been made to record estimated amortization expense of $5.1 million associated with intangible assets identified and valued at the time of the acquisition. The amortization adjustment is based on estimated fair values, estimated useful lives and straight line amortization.

 

(i)             An adjustment has been made to eliminate $3.4 million of intangible assets on LML Payment Systems books prior to the acquisition.

 

(j)            An adjustment has been made to reflect the use of cash and cash equivalents to fund the acquisition consideration.

 

(k)         LML Payment Systems has historically reported payment processing fees and chargebacks as direct cost of sales, while Digital River has classified them as selling and marketing expense.  In order to ensure consistency and comparability, Digital River’s payment processing fees and chargebacks have been reclassified to direct cost of sales.

 

(l)             An adjustment has been made to eliminate LML Payment Systems historical intangible amortization expense.

 

(m)     An adjustment has been made to eliminate estimated interest income earned on the $102.8 million cash consideration paid to acquire LML Payment Systems.

 

(n)         An estimate of the purchase price allocated to the acquired intangible assets of $25.1 million.  Digital River’s intangible asset valuations are in progress.  The final values and useful lives could be different than those reflected in the unaudited pro forma condensed combined financial statements.

 

(o)         An adjustment has been made to eliminate acquisition related expenses.

 

(p)         An adjustment has been made to eliminate $1 million of LML Payment Systems acquisition related receivables, associated with expenditures made by LML which were to be reimbursed by Digital River.

 

(q)         An adjustment has been made with the assumption that a consolidated US federal tax return would have been filed, which would have included approximately $4.8 million of US income from the LML US group.  The impact would have been a reduction in the US net operating loss deferred tax asset with a corresponding reduction in the amount of US taxes paid.  This decrease in deferred tax assets would cause a reduction in the amount of valuation allowance required, which would impact the statement of operations in the amount of $1.8 million.

 

(r)            An adjustment has been made because the LML US group carried a deferred tax asset of approximately $240 thousand, which would require a valuation allowance recorded against it since all US tax assets of Digital River have a full valuation allowance.

 

(s)           An adjustment was made to record the tax effect of the pro forma pre-tax income adjustments.