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8-K/A - 8-K/A - CONTROL4 CORPctrl-20160129x8ka.htm
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EX-99.1 - EX-99.1 - CONTROL4 CORPctrl-20160129ex99146955e.htm

Exhibit 99.2

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

On January 29, 2016, Control4 Corporation (“Control4” or the “Company”) completed the acquisition of Pakedge Device & Software, Inc., a California corporation (“Pakedge”), for $33.0 million in cash after giving effect to final working capital adjustments, pursuant to a Stock Purchase Agreement dated January 29, 2016, by and among Control4 and all of the shareholders of Pakedge (the “Purchase Agreement”).

 

The unaudited pro forma condensed combined balance sheet for the year ended December 31, 2015 is based on the historical financial statements of the Company and Pakedge after giving effect to the Company’s acquisition of Pakedge and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2015, combines the Company’s historical results with Pakedge’s historical results for the calendar year ended December 31, 2015 after giving effect to the Company’s acquisition of Pakedge and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.

 

The unaudited pro forma condensed combined balance sheet is presented as if the acquisition of Pakedge had occurred on December 31, 2015. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2015 is presented as if the acquisition of Pakedge had occurred on January 1, 2015.

 

The preliminary allocation of the consideration transferred used in the unaudited pro forma condensed combined financial statements is based upon preliminary estimates. The preliminary allocation of consideration transferred is subject to change during the measurement period (up to one year from the acquisition date) as the Company finalizes the valuation of certain tangible and intangible assets acquired and liabilities assumed in connection with the acquisition.  

 

The unaudited pro forma condensed combined financial statements, including the notes thereto, do not reflect any potential cost savings or other synergies that could result from the acquisition. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and are not necessarily indicative of the combined financial position or results of operations for future periods or the results that would have been achieved if the acquisition had been consummated on the dates indicated. The pro forma adjustments are based upon information and assumptions available at the time of filing this Current Report on Form 8-K/A.

 

The unaudited pro forma condensed combined financial information should be read in conjunction with the historical consolidated financial statements and notes thereto of the Company and other financial information pertaining to the Company contained in its Annual Report on Form 10-K for the year ended December 31, 2015 and the Cautionary Note Regarding Forward-Looking Statements provided therein, and Pakedge’s historical financial statements and notes thereto as of and for the year ended December 31, 2015, included as Exhibit 99.1 in this Current Report on Form 8–K/A.

 

 

1


 

CONTROL4 CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2015

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Historical

 

Pro Forma

 

Adjustment

 

Pro Forma

 

 

    

Control4

    

Pakedge

    

Adjustments

    

Reference

    

Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

29,530

 

$

1,901

 

$

(27,999)

 

(A)

 

$

3,432

 

Restricted cash

 

 

296

 

 

 

 

 

 

 

 

296

 

Short-term investments

 

 

37,761

 

 

 

 

 

 

 

 

37,761

 

Accounts receivable, net

 

 

21,322

 

 

492

 

 

 

 

 

 

21,814

 

Inventories

 

 

19,855

 

 

3,260

 

 

2,700

 

(B)

 

 

25,815

 

Prepaid expenses and other current assets

 

 

3,842

 

 

614

 

 

89

 

(C)

 

 

4,545

 

Total current assets

 

 

112,606

 

 

6,267

 

 

(25,210)

 

 

 

 

93,663

 

Property and equipment, net

 

 

6,584

 

 

418

 

 

(17)

 

(D)

 

 

6,985

 

Long-term investments

 

 

13,716

 

 

 

 

 

 

 

 

13,716

 

Intangible assets, net

 

 

4,547

 

 

 

 

23,156

 

(E)

 

 

27,703

 

Goodwill

 

 

2,760

 

 

 

 

13,949

 

(F)

 

 

16,709

 

Other assets

 

 

1,650

 

 

48

 

 

 

 

 

 

1,698

 

Total assets

 

$

141,863

 

$

6,733

 

$

11,878

 

 

 

$

160,474

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

17,588

 

$

676

 

$

 

 

 

$

18,264

 

Accrued liabilities

 

 

5,880

 

 

1,845

 

 

1,335

 

(G)

 

 

9,060

 

Deferred revenue

 

 

1,099

 

 

 

 

 

 

 

 

1,099

 

Related party loans

 

 

 

 

1,041

 

 

 

 

 

 

1,041

 

Current portion of notes payable

 

 

727

 

 

 

 

 

 

 

 

727

 

Total current liabilities

 

 

25,294

 

 

3,562

 

 

1,335

 

 

 

 

30,191

 

Revolving credit line

 

 

 

 

 

 

5,000

 

(A)

 

 

5,000

 

Notes payable

 

 

186

 

 

 

 

 

 

 

 

186

 

Other long-term liabilities

 

 

938

 

 

205

 

 

9,844

 

(H)

 

 

10,987

 

Total liabilities

 

 

26,418

 

 

3,767

 

 

16,179

 

 

 

 

46,364

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

2

 

 

11

 

 

(11)

 

(I)

 

 

2

 

Treasury stock

 

 

(9,020)

 

 

 

 

 

 

 

 

(9,020)

 

Additional paid-in capital

 

 

220,782

 

 

 

 

 

 

 

 

220,782

 

Accumulated deficit

 

 

(95,580)

 

 

2,955

 

 

(4,290)

 

(G), (I)

 

 

(96,915)

 

Accumulated other comprehensive loss

 

 

(739)

 

 

 

 

 

 

 

 

(739)

 

Total stockholders’ equity

 

 

115,445

 

 

2,966

 

 

(4,301)

 

 

 

 

114,110

 

Total liabilities and stockholders’ equity

 

$

141,863

 

$

6,733

 

$

11,878

 

 

 

$

160,474

 

 

See accompanying notes to unaudited pro forma condensed combined financial statements.

2


 

CONTROL4 CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2015

 

(in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Historical

 

Pro Forma

 

Adjustment

 

Pro Forma

 

 

    

Control4

    

Pakedge

    

Adjustments

    

Reference

    

Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

163,179

 

$

18,587

 

$

 

 

 

$

181,766

 

Cost of revenue

 

 

81,645

 

 

7,913

 

 

1,936

 

(J)

 

 

91,494

 

Gross margin

 

 

81,534

 

 

10,674

 

 

(1,936)

 

 

 

 

90,272

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

32,385

 

 

3,643

 

 

433

 

(J), (K)

 

 

36,461

 

Sales and marketing

 

 

32,594

 

 

4,379

 

 

1,741

 

(J), (K)

 

 

38,714

 

General and administrative

 

 

17,355

 

 

2,086

 

 

149

 

(K), (L), (M)

 

 

19,590

 

Litigation settlement

 

 

21

 

 

 

 

 

 

 

 

21

 

Total operating expenses

 

 

82,355

 

 

10,108

 

 

2,323

 

 

 

 

94,786

 

Loss from operations

 

 

(821)

 

 

566

 

 

(4,259)

 

 

 

 

(4,514)

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest, net

 

 

202

 

 

1

 

 

(175)

 

(N)

 

 

28

 

Other expense

 

 

(765)

 

 

20

 

 

 

 

 

 

(745)

 

Total other income (expense)

 

 

(563)

 

 

21

 

 

(175)

 

 

 

 

(717)

 

Loss before income taxes

 

 

(1,384)

 

 

587

 

 

(4,434)

 

 

 

 

(5,231)

 

Income tax expense (benefit)

 

 

268

 

 

 

 

(1,507)

 

(O)

 

 

(1,239)

 

Net loss

 

$

(1,652)

 

$

587

 

$

(2,927)

 

 

 

$

(3,992)

 

Net loss per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.07)

 

 

 

 

 

 

 

 

 

$

(0.17)

 

Diluted

 

$

(0.07)

 

 

 

 

 

 

 

 

 

$

(0.17)

 

Weighted-average number of shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

24,121

 

 

 

 

 

 

 

 

 

 

24,121

 

Diluted

 

 

24,121

 

 

 

 

 

 

 

 

 

 

24,121

 

 

See accompanying notes to unaudited pro forma condensed combined financial statements.

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Control4 Corporation

 

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

 

1. Basis of Pro Forma Presentation

 

The unaudited pro forma condensed combined financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.

 

The Company accounts for business combinations pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations. In accordance with ASC 805, the Company recognizes separately from goodwill, the identifiable assets acquired, the liabilities assumed, and any noncontrolling interests in an acquiree, generally at the acquisition date fair value as defined by ASC 820, Fair Value Measurements and Disclosures. Goodwill as of the acquisition date is measured as the excess of the fair value of consideration transferred over the fair value of identifiable assets acquired and liabilities assumed at the acquisition date.

 

The Company has made significant assumptions and estimates in determining the consideration transferred and the preliminary allocation of the consideration transferred 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) as the Company finalizes the valuation of certain tangible and intangible assets acquired and liabilities assumed in connection with the acquisition. These changes could result in material variances between the Company’s future financial results and the amounts presented in these unaudited pro forma condensed combined financial statements, including variances in fair values recorded, as well as expenses and cash flows associated with these items.

 

The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of the Company’s consolidated results of operations or financial position that would have been reported had the Pakedge acquisition been completed as of the dates presented, and should not be taken as a representation of the Company’s future consolidated results of operations or financial position. The unaudited pro forma condensed combined financial statements have been adjusted to give effect to pro forma events that are (i) directly attributable to the acquisitions, (ii) factually supportable, and (iii) with respect to the statement of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial statements do not reflect any operating efficiencies and associated cost savings that the Company may achieve with respect to the combined companies. The unaudited pro forma condensed combined financial statements should be read in conjunction with the Company’s historical consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2015 and Pakedge’s historical financial statements and notes thereto as of and for the year ended December 31, 2015.

 

2. Pakedge Acquisition

 

On January 29, 2016, Control4 Corporation (“Control4” or the “Company”) completed the acquisition of Pakedge Device & Software, Inc., a California corporation (“Pakedge”), pursuant to a Stock Purchase Agreement dated January 29, 2016, by and among Control4 and all of the shareholders of Pakedge (the “Purchase Agreement”).

 

The total purchase price for Control4’s acquisition of Pakedge was $33.0 million in cash, which included a base purchase price of $32.0 million and $1.0 million in customary final working capital adjustments (together, the “Purchase Price”). The Purchase Price was funded as follows: (i) $5.0 million was financed by Control4 pursuant to its line of credit with Silicon Valley Bank and (ii) the balance of the Purchase Price was funded by Control4’s cash and cash equivalents.

 

Preliminary Allocation of Consideration Transferred

 

Total consideration transferred was allocated to tangible and identifiable intangible assets acquired and liabilities assumed based on their preliminary fair values at the acquisition date as set forth below, with such preliminary fair values being subject to final review and analysis and consideration of the tax implications of the fair value allocations. The Company believes that the acquisition of Pakedge will allow the Company to offer innovative,

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integrated networking capabilities, which ensures Control4 consumers have a foundational system of connectivity that enables the seamless integration of connected devices throughout the home. Management estimated the fair values of tangible and intangible asset and liabilities in accordance with the applicable accounting guidance for business combinations. The preliminary amount of consideration transferred is subject to change during the measurement period (up to one year from the acquisition date) as the Company finalizes the valuation of certain tangible and intangible assets acquired and liabilities assumed in connection with the acquisition. The Company expects the allocation of the consideration transferred to be final within the measurement period (up to one year from the acquisition date).

 

The Company’s preliminary allocation of consideration transferred for Pakedge is as follows (in thousands):

 

 

 

 

 

 

 

    

Estimated Fair Value

 

Cash

 

$

843

 

Accounts receivable

 

 

470

 

Inventory

 

 

5,784

 

Other assets acquired

 

 

754

 

Property and equipment, net

 

 

384

 

Intangible assets

 

 

23,156

 

Goodwill

 

 

13,511

 

Total assets acquired

 

 

44,902

 

Deferred tax liability

 

 

9,824

 

Other liabilities assumed

 

 

2,079

 

Total net assets acquired

 

$

32,999

 

 

3. Pro Forma Adjustments

 

The unaudited pro forma condensed combined balance sheet and statement of operations give effect to the following pro forma adjustments:

 

(A)         Adjustment to record the cash consideration transferred to the former Pakedge stockholders.

 

 

 

 

 

Cash paid

 

$

27,999,000

Revolving credit line

    

 

5,000,000

Total purchase price

 

$

32,999,000

 

(B)         Adjustment to re-measure the acquired inventory to fair value and to conform to Control4’s accounting policies. The fair value was determined based on the estimated selling price of the inventory, less selling costs and a normal profit margin.

 

(C)         Adjustment to reflect debt issuance costs associated with the revolving credit line used to finance the acquisition of Pakedge.

 

(D)         Adjustment to re-measure the acquired property and equipment to fair value and to conform to Control4’s accounting policies.

 

(E)         Adjustment to record the preliminary fair value of the following identifiable intangible assets:

 

 

 

 

 

 

 

    

Intangible Asset

 

 

 

Amount

 

Dealer network

 

$

8,825,000

 

Trademark/tradename

 

 

4,410,000

 

Developed technology

 

 

9,679,000

 

Non-compete agreements

 

 

242,000

 

Total

 

$

23,156,000

 

 

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(F)         Adjustment to record goodwill.

 

(G)         Adjustment to accrue for estimated transaction costs expected to be incurred in closing the transaction that have not been expensed in the historical income statement.

 

(H)         Adjustment to record the deferred tax liability resulting from Control4’s acquisition of Pakedge.

 

(I)         Adjustments to record the elimination of Pakedge’s historical stockholders’ equity.

 

(J)         Adjustments to record the amortization expense related to the intangible assets acquired as if the acquisition had occurred on January 1, 2015. Estimated amortization expense by intangible asset category and the respective estimated useful life of each intangible asset category are shown below:

 

 

 

 

 

 

 

 

 

 

 

 

    

Intangible Asset

    

Estimated

    

Estimated

 

 

 

Amount

 

Useful Life

 

Amortization Expense

 

Dealer network

 

$

8,825,000

 

8 years

 

$

1,103,125

 

Trademark/tradename

 

 

4,410,000

 

12 years

 

 

367,500

 

Developed technology

 

 

9,679,000

 

5 years

 

 

1,935,800

 

Non-compete agreements

 

 

242,000

 

2 years

 

 

121,000

 

Total

 

$

23,156,000

 

 

 

$

3,527,425

 

 

(K)         Adjustment to record stock-based compensation expense associated with RSU grants issued to continuing employees of Pakedge as part of the Purchase Agreement as if the acquisition had occurred on January 1, 2015.

 

 

 

 

 

 

 

 

Stock-based

 

 

    

Compensation

 

Research and development

 

$

312,000

 

Sales and marketing

 

 

270,000

 

General and administrative

 

 

97,500

 

Total

 

$

679,500

 

 

(L)         Adjustments to record additional depreciation expense of $44,000 had the acquisition occurred on January 1, 2015.

 

(M)        Adjustment to record amortization expense of $7,000 related to debt issuance costs had the acquisition occurred on January 1, 2015.

 

(N)         Adjustment to record interest expense related to interest on the revolving credit line to finance the acquisition of Pakedge had the acquisition occurred on January 1, 2015. Advances made pursuant to the line of credit are either (i) Prime Rate Advances, which bear interest at the Prime Rate plus a Prime Rate Margin of either 0% or 0.25%, depending on Control4’s leverage ratio for the subject quarter, or (ii) LIBOR Rate Advances, which bear interest at the LIBOR Rate plus a LIBOR Rate Margin of either 2.50% or 2.75%, depending on Control4’s leverage ratio for the subject quarter. The effect of a 1/8 percent variance in the interest rate on net income is $6,000.

 

(O)         Reflects the estimated tax benefit that would have been recognized as a result of the assumed reduction of taxable income.

6