EX-99.2 4 a19-8048_1ex99d2.htm EX-99.2

Exhibit 99.2

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

On February 1, 2019, Control4 Corporation (“Control4” or the “Company”), completed its acquisition of NEEO, AG, a company organized and headquartered in Switzerland (“NEEO”), for $11.0 million in cash, pursuant to a Stock Purchase Agreement (the “Purchase Agreement”) dated January 11, 2019, by and among Control4, NEEO and all of the shareholders of NEEO.

 

The unaudited pro forma condensed combined balance sheet for the year ended December 31, 2018 is based on the historical financial statements of the Company and NEEO after giving effect to the Company’s acquisition of NEEO 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, 2018, combines the Company’s historical results with NEEO’s historical results for the calendar year ended December 31, 2018 after giving effect to the Company’s acquisition of NEEO 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 NEEO had occurred on December 31, 2018. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2018 is presented as if the acquisition of NEEO had occurred on January 1, 2018.

 

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, 2018 and the Cautionary Note Regarding Forward-Looking Statements provided therein, and NEEO’s historical financial statements and notes thereto as of and for the year ended December 31, 2018, included as Exhibit 99.1 in this Current Report on Form 8–K/A.

 


 

CONTROL4 CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2018

 

(in thousands)

 

 

 

Historical

 

Pro forma

 

Adjustment

 

Pro forma

 

 

 

Control4

 

NEEO AG

 

Adjustments

 

Reference

 

Combined

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

40,395

 

$

243

 

$

(11,000

)

(A)

 

$

29,638

 

Restricted cash

 

259

 

 

 

 

 

259

 

Short-term investments

 

52,794

 

 

 

 

 

52,794

 

Accounts receivable, net

 

33,016

 

26

 

 

 

 

33,042

 

Inventories

 

42,684

 

851

 

 

 

 

43,535

 

Prepaid expenses and other current assets

 

6,100

 

558

 

(1,654

)

(B)

 

5,004

 

Total current assets

 

175,248

 

1,678

 

(12,654

)

 

 

164,272

 

Property and equipment, net

 

9,663

 

58

 

 

 

 

9,721

 

Intangible assets, net

 

20,651

 

 

6,384

 

(C)

 

27,035

 

Goodwill

 

21,530

 

 

12,812

 

(D)

 

34,342

 

Other assets

 

25,456

 

 

 

 

 

25,456

 

Total assets

 

$

252,548

 

$

1,736

 

$

6,542

 

 

 

$

260,826

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

26,213

 

$

906

 

$

 

 

 

$

27,119

 

Accrued liabilities

 

9,142

 

1,290

 

398

 

(E)

 

10,830

 

Deferred revenue

 

5,507

 

 

 

 

 

5,507

 

Current portion of notes payable

 

 

3,690

 

 

 

 

3,690

 

Total current liabilities

 

40,862

 

5,886

 

398

 

 

 

47,146

 

Notes payable

 

 

1,826

 

(1,654

)

(B)

 

172

 

Other long-term liabilities

 

5,339

 

494

 

1,726

 

(F)

 

7,559

 

Total liabilities

 

46,201

 

8,206

 

470

 

 

 

54,877

 

Commitments and contingencies

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

3

 

502

 

(502

)

(G)

 

3

 

Treasury stock

 

 

 

 

 

 

 

Additional paid-in capital

 

235,529

 

6,319

 

(6,319

)

(G)

 

235,529

 

Accumulated deficit

 

(28,385

)

(12,871

)

12,473

 

(G),(E)

 

(28,783

)

Accumulated other comprehensive loss

 

(800

)

(420

)

420

 

(G)

 

(800

)

Total stockholders’ equity (deficit)

 

206,347

 

(6,470

)

6,072

 

 

 

205,949

 

Total liabilities and stockholders’ equity

 

$

252,548

 

$

1,736

 

$

6,542

 

 

 

$

260,826

 

 

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

 


 

CONTROL4 CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2018

 

(in thousands, except per share data)

 

 

 

Historical

 

Pro forma

 

Adjustment

 

Pro forma

 

 

 

Control4

 

NEEO AG

 

Adjustments

 

Reference

 

Combined

 

Revenue

 

$

272,458

 

$

920

 

$

 

 

 

$

273,378

 

Cost of revenue

 

130,455

 

1,145

 

7

 

(K)

 

131,607

 

Gross margin

 

142,003

 

(225

)

(7

)

 

 

141,771

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

43,605

 

427

 

3,446

 

(H),(I),(K)

 

47,478

 

Sales and marketing

 

50,834

 

 

607

 

(K)

 

51,441

 

General and administrative

 

26,399

 

3,320

 

(2,479

)

(K),(L)

 

27,240

 

Litigation settlement

 

 

 

 

 

 

 

Total operating expenses

 

120,838

 

3,747

 

1,574

 

 

 

126,159

 

Income (loss) from operations

 

21,165

 

(3,972

)

(1,581

)

 

 

15,612

 

Other income (expense), net:

 

 

 

 

 

 

 

 

 

 

 

Interest, net

 

1,222

 

(380

)

 

 

 

842

 

Other components of defined benefit plans, net

 

 

(28

)

 

 

 

(28

)

Other income (expense), net

 

(1,538

)

(79

)

1

 

(K)

 

(1,616

)

Total other income (expense), net

 

(316

)

(487

)

1

 

 

 

(802

)

Income (loss) before income taxes

 

20,849

 

(4,459

)

(1,580

)

 

 

14,810

 

Income tax expense (benefit)

 

(22,991

)

4

 

(332

)

(J)

 

(23,319

)

Net income (loss)

 

$

43,840

 

$

(4,463

)

$

(1,248

)

 

 

$

38,129

 

Net income per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.67

 

 

 

 

 

 

 

$

1.45

 

Diluted

 

$

1.60

 

 

 

 

 

 

 

$

1.39

 

Weighted-average number of shares:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

26,235

 

 

 

 

 

 

 

26,235

 

Diluted

 

27,484

 

 

 

 

 

 

 

27,484

 

 

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

 


 

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 NEEO 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, 2018 and NEEO’s historical financial statements and notes thereto as of and for the year ended December 31, 2018.

 

2. NEEO Acquisition

 

On February 1, 2019, Control4 Corporation (“Control4” or the “Company”), completed its acquisition of NEEO, AG, a company organized and headquartered in Switzerland (“NEEO”), pursuant to a Stock Purchase Agreement (the “Purchase Agreement”) dated January 11, 2019, by and among Control4, NEEO and all of the shareholders of NEEO.

 

The total purchase price for Control4’s acquisition of NEEO was $11,000,000 in cash.

 

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 NEEO was a talent and technology investment that will allow the Company to accelerate its leadership in delivering remotes, touch panels, keypads, and other smart home devices. 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 NEEO is as follows (in thousands):

 

 

 

Estimated Fair Value

 

Cash

 

$

442

 

Accounts receivable

 

17

 

Inventory

 

572

 

Other assets acquired

 

484

 

Property and equipment, net

 

61

 

Intangible assets

 

6,384

 

Goodwill

 

10,898

 

Total assets acquired

 

18,858

 

Deferred tax liability

 

1,726

 

Assumed liabilities

 

6,132

 

Total net assets acquired

 

$

11,000

 

 

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 NEEO stockholders.

 

(B)                                Adjustment to eliminate amounts due from NEEO to Control4.

 

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

 

 

 

Intangible Asset

 

 

 

Amount

 

Remote control technology

 

$

5,755,000

 

Internally developed technologies

 

629,000

 

Total

 

$

6,384,000

 

 

(D)                                Adjustment to record goodwill.

 

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

 

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

 

(G)                                Adjustments to record the elimination of NEEO’s historical stockholders’ deficit.

 

(H)                               Adjustments to record the amortization expense related to the intangible assets acquired as if the acquisition had occurred on January 1, 2018. 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

 

Remote control technology

 

$

5,755,000

 

5 years

 

$

1,151,000

 

Internally developed technologies

 

629,000

 

2-3 years

 

299,500

 

Total

 

$

6,384,000

 

 

 

$

1,450,500

 

 

(I)                                    Adjustment to record stock-based compensation expense of $480,000 associated with RSU grants issued to continuing employees of NEEO as part of the Purchase Agreement as if the acquisition had occurred on January 1, 2019.

 


 

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

 

(K)                                Adjustment to reclassify expenses to conform to Control4’s accounting policies.

 

(L)                                 Represents the elimination of nonrecurring transaction costs of $351,000 incurred during the year ended December 31, 2018, that are directly related to the acquisition of NEEO AG.