CVENT INC - FORM 8-K - EX-99.2 - EXHIBIT 99.2 - December 7, 2015

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8-K - 8-K 2015-12-07 - CVENT INCa8-k2015x12x07.htm
EX-2.1 - EXHIBIT 2.1 - CVENT INCexhibit21assetpurchaseagre.htm
EX-99.1 - EXHIBIT 99.1 - CVENT INCexhibit991pressrelease2015.htm


Exhibit 99.2

Unaudited Pro Forma Financial Information

On December 3, 2015, Cvent, Inc. (the "Company") entered into an Asset Purchase Agreement (the "Purchase Agreement") by and among the Company, CrowdTorch LLC, a wholly owned subsidiary of the Company ("CrowdTorch") and Vendini, Inc., a California corporation ("Vendini"), pursuant to which Vendini purchased certain assets and assumed certain liabilities of CrowdTorch (such transaction, the "Disposition"). The purchased assets and assumed liabilities comprise CrowdTorch's business of consumer-oriented online and box office ticket sales, premium services and other marketing and promotional services directed towards performance venues and participation sports, including but not limited sales directed through LaughStub, TuneStub, and ElectroStub (the "Ticketing Business"). The purchased assets comprise substantially all of CrowdTorch's assets, other than CrowdTorch's mobile applications business.

The following unaudited pro forma consolidated financial statements have been prepared to give effect to the completed Disposition:
•
The unaudited pro forma consolidated balance sheet at September 30, 2015 gives effect to the Disposition as if it had occurred on September 30, 2015. The unaudited pro forma consolidated balance sheet is derived from the unaudited financial statements of Cvent at September 30, 2015.
•
The unaudited pro forma consolidated statements of operations for the year ended December 31, 2014 and for the nine months ended September 30, 2015 gives effect to the acquisition as if it had occurred on January 1, 2014. The unaudited pro forma consolidated statements of operations are derived from the Company's audited financial statements for the year ended December 31, 2014 and the unaudited financial statements for the nine months ended September 30, 2015.

The unaudited pro forma consolidated financial statements should be read in conjunction with the historical consolidated financial statements and related notes of Cvent and the section entitled Management's Discussion and Analysis of Financial Condition and Results of Operations contained in (i) Cvent's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed on March 16, 2015 and (ii) Cvent's Quarterly Report on Form 10-Q for the quarter and nine months ended September 30, 2015, filed on November 4, 2015. The unaudited pro forma consolidated financial statements are not intended to represent or be indicative of the consolidated results of operations or financial condition of Cvent that would have been reported had the Disposition been completed as of the dates presented, and should not be construed as representative of the future consolidated results of operations or financial condition of the Company.





Cvent, Inc.
Unaudited Pro Forma Consolidated Balance Sheet
As of September 30, 2015
(in thousands, except share data)

 
Cvent, Inc.
 
Ticketing Business
 
Pro Forma
 
 
 
 
 
 
Assets
 
 
 
 
 
Current assets:
 
 
 
 
 
Cash and cash equivalents
$
127,174

 
$
(1,440
)
(a)
$
125,734

Restricted cash
382

 
—

 
382

Short-term investments
31,406

 
—

 
31,406

Accounts receivable, net
22,537

 
(1,901
)
(b)
20,636

Prepaid expense and other current assets
16,348

 
(2,083
)
(b)
14,265

Deferred tax assets
8,881

 
—

 
8,881

Total current assets
206,728

 
(5,424
)
 
201,304

Property and equipment, net
21,517

 
(610
)
(b)
20,907

Capitalized software development costs, net
26,577

 
(2,244
)
(b)
24,333

Intangible assets, net
15,252

 
(827
)
(b)
14,425

Goodwill
33,461

 
(1,211
)
(b)
32,250

Other assets, non-current, net
1,956

 
1,259

(b)
3,215

Total assets
$
305,491

 
$
(9,057
)
 
$
296,434

Liabilities and Stockholders’ Equity
 
 
 
 
 
Current liabilities:
 
 
 
 
 
Accounts payable
$
3,630

 
$
(2,298
)
(c)
$
1,332

Accrued expenses and other current liabilities
24,096

 
(1,242
)
(c)
22,854

Deferred revenue
72,796

 
(346
)
(c)
72,450

Total current liabilities
100,522

 
(3,886
)
 
96,636

Deferred tax liabilities, non-current
9,494

 
—

 
9,494

Deferred rent, non-current
11,422

 
(10
)
(c)
11,412

Other liabilities, non-current
4,474

 
—

 
4,474

Total liabilities
125,912

 
(3,896
)
 
122,016

Commitments and contingencies
 
 
 
 

Stockholders’ equity
 
 
 
 

Preferred stock
—

 
—

 
—

Common stock
42

 
—

 
42

Treasury stock
(3,966
)
 
—

 
(3,966
)
Additional paid-in capital
212,196

 
—

 
212,196

Accumulated other comprehensive loss
(256
)
 
—

 
(256
)
Accumulated deficit
(28,437
)
 
(5,161
)
(d)
(33,598
)
Total stockholders’ equity
179,579

 
(5,161
)
 
174,418

Total liabilities and stockholders’ equity
$
305,491

 
$
(9,057
)
 
$
296,434







Cvent, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2014
(in thousands, except share data)
 
Cvent, Inc.
 
Ticketing Business
 
Pro Forma
 
 
 
 
 
 
Revenue
$
142,245

 
$
5,407

(e)
$
136,838

Cost of revenue
42,066

 
3,117

(e)
38,949

Gross profit
100,179

 
2,290


97,889

Operating expenses:
 
 
 

 
Sales and marketing
61,764

 
2,684

(e)
59,080

Research and development
14,049

 
1,344

(e)
12,705

General and administrative
24,218

 
2,496

(e)
21,722

Intangible asset amortization, excluding cost of revenue
379

 
199

(e)
180

Total operating expenses
100,410

 
6,723


93,687

(Loss) income from operations
(231
)
 
(4,433
)

4,202

Interest income
1,595

 
2

(e)
1,593

Other loss
(434
)
 
—


(434
)
Income (loss) from operations before income taxes
930

 
(4,431
)

5,361

(Benefit from) provision for income taxes
(864
)
 
(1,772
)
(f)
908

Net income (loss)
$
1,794

 
$
(2,659
)

$
4,453

Net income per common share:
 
 
 
 
 
Basic
$
0.04

 
 
 
$
0.11

Diluted
$
0.04

 
 
 
$
0.10

Weighted average common shares outstanding—basic
40,970,083

 
 
 
40,970,083

Weighted average common shares outstanding—diluted
43,172,673

 
 
 
43,172,673







Cvent, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the Nine Months Ended September 30, 2015
(in thousands, except share data)
 
Cvent, Inc.
 
Ticketing Business
 
Pro Forma
 
 
 
 
 
 
Revenue
$
136,808

 
$
4,953

(e)
$
131,855

Cost of revenue
43,659

 
2,761

(e)
40,898

Gross profit
93,149

 
2,192

 
90,957

Operating expenses:
 
 
 
 
 
Sales and marketing
58,644

 
2,723

(e)
55,921

Research and development
15,338

 
1,035

(e)
14,303

General and administrative
26,998

 
2,158

(e)
24,840

Intangible asset amortization, excluding cost of revenue
1,492

 
149

(e)
1,343

Total operating expenses
102,472

 
6,065

 
96,407

Loss from operations
(9,323
)
 
(3,873
)
 
(5,450
)
Interest income
1,800

 
—

 
1,800

Other loss
(426
)
 
—

 
(426
)
Loss from operations before income taxes
(7,949
)
 
(3,873
)

(4,076
)
(Benefit from) provision for income taxes
(703
)
 
(1,549
)
(f)
846

Net loss
$
(7,246
)
 
$
(2,324
)

$
(4,922
)
Net loss per common share:
 
 
 
 
 
Basic
$
(0.17
)
 
 
 
$
(0.12
)
Diluted
$
(0.17
)
 
 
 
$
(0.12
)
Weighted average common shares outstanding—basic
41,512,189

 
 
 
41,512,189

Weighted average common shares outstanding—diluted
41,512,189

 
 
 
41,512,189







Notes to the Unaudited Pro Forma
Consolidated Financial Statements of
Cvent, Inc.

Note 1. Basis of Pro Forma Presentation
    
The unaudited pro forma consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission for the purposes of inclusion in Cvent's Form 8-K prepared and filed in conjuction with the Disposition.

Certain information and certain disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures provided herein are adequate to make the information presented not misleading.

The following unaudited pro forma consolidated financial statements have been prepared to give effect to the completed Disposition:
•
The unaudited pro forma consolidated balance sheet at September 30, 2015 gives effect to the Disposition as if it had occurred on September 30, 2015. The unaudited pro forma consolidated balance sheet is derived from the unaudited financial statements of Cvent at September 30, 2015.
•
The unaudited pro forma consolidated statements of operations for the year ended December 31, 2014 and for the nine months ended September 30, 2015 gives effect to the acquisition as if it had occurred on January 1, 2014. The unaudited pro forma consolidated statements of operations are derived from the Company's audited financial statements for the year ended December 31, 2014 and the unaudited financial statements for the nine months ended September 30, 2015.

The unaudited pro forma consolidated financial statements should be read in conjuction with the historical consolidated financial statements and related notes of Cvent and the section entitled Management's Discussion and Analysis of Financial Condition and Results of Operations contained in (i) Cvent's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed on March 16, 2015 and (ii) Cvent's Quarterly Report on Form 10-Q for the quarter and nine months ended September 30, 2015, filed on November 4, 2015. The unaudited pro forma consolidated financial statements are not intended to represent or be indicative of the consolidated results of operations or financial condition of Cvent that would have been reported had the Disposition been completed as of the dates presented, and should not be construed as representative of the future consolidated results of operations or financial condition of the Company.

Note 2. Pro Forma Adjustments

The specific pro forma adjustments included in the unaudited pro forma consolidated financial statements are as follows:

(a)
Represents cash of the Ticketing Business provided to Buyer, net of cash consideration received from Buyer.
(b)
Represents net book value of assets sold to Buyer, net of consideration received from the Buyer.
(c)
Represents the Company's liabilities assumed by the Buyer.
(d)
Represents the Company's anticipated loss on disposition calculated as the net difference between the selling price and the net assets sold, including an allocation of Goodwill.
(e)
Represents the results of operations of the Company's Ticketing business for the period from January 1, 2014 to the date indicated.
(f)
Represents income tax expense calculated utilizing a combined state and federal statutory tax rate of 40%.
 
 
 
 
 
 
 
 



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