Attached files
| file | filename |
|---|---|
| 8-K/A - PIKSEL, INC. | v181904_8-ka.htm |
Exhibit
99.1
The
unaudited pro forma condensed combined statement of operations was prepared by
combining the condensed statement of operations of KIT digital, Inc. (“KIT
digital”) for the year ended December 31, 2009 and the condensed statement of
operations of FeedRoom for the nine months ended September 30, 2009 as if the
acquisition was effective January 1, 2009.
The pro
forma condensed combined financial statements should be read in conjunction with
the separate financial statements and related notes thereto of KIT digital, as
filed with the Securities and Exchange Commission (SEC) in its Annual Report on
Form10-K filed April 5, 2010 and in conjunction with the separate financial
statements and related notes thereto of FeedRoom included as Exhibit 99.1 and
99.2 in the 8-K Amendment No.1 filed on December 22, 2009.
These pro
forma condensed combined financial statements are not necessarily indicative of
the combined results of operations that would have occurred had the acquisition
actually taken place at the beginning of the period indicated above or the
future results of operations. In the opinion of KIT digital’s management, all
significant adjustments necessary to reflect the effects of the acquisition that
can be factually supported within SEC regulations covering the preparation of
pro forma financial statements have been made.
UNAUDITED
PRO FORMA CONDENSED COMBINED
STATEMENT
OF OPERATIONS
For
the Year Ended December 31, 2009
(in
thousands of USD, except per share data)
|
Historical
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Pro
Forma
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Pro
Forma
|
|||||||||||||||||
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KIT
digital
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FeedRoom
|
Combined
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|||||||||||||||||
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Year
ended
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Nine
months ended
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Year
ended
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|||||||||||||||||
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December
31, 2009
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September
30, 2009
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Adjustments
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December
31, 2009
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||||||||||||||||
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Revenue
|
$ | 47,284 | $ | 5,472 | $ | $ | 52,756 | ||||||||||||
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Operating
expenses
|
58,443 | 11,673 | 230 |
A
|
|||||||||||||||
| (113 | ) |
B
|
70,233 | ||||||||||||||||
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(Loss)
from operations
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(11,159 | ) | (6,201 | ) | (117 | ) | (17,477 | ) | |||||||||||
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Interest
and other income
|
50 | 50 | 100 | ||||||||||||||||
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Interest
and other expense
|
(529 | ) | (541 | ) | (1,070 | ) | |||||||||||||
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Amortization
of deferred financing costs and debt discount
|
(1,175 | ) | (1,175 | ) | |||||||||||||||
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Derivative
(expense) income
|
(6,015 | ) | (6,015 | ) | |||||||||||||||
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Net
(loss) before income taxes
|
(18,828 | ) | (6,692 | ) | (117 | ) | (25,637 | ) | |||||||||||
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Income
tax expense
|
(1,114 | ) | (1,114 | ) | |||||||||||||||
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Net
(loss) available to common shareholders
|
$ | (19,942 | ) | $ | (6,692 | ) | $ | (117 | ) | $ | (26,751 | ) | |||||||
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Basic
and diluted net (loss) per common share
|
$ | (3.03 | ) | $ | (4.07 | ) | |||||||||||||
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Weighted
average common shares outstanding, basic and diluted
|
6,573,970 | 6,573,970 | |||||||||||||||||
See accompanying notes to unaudited
pro forma condensed combined financial statements
Unaudited
Pro Forma Condensed Combined Statements of Operations
The pro
forma adjustments on the attached unaudited pro forma condensed combined
statements of operations include the following:
|
A.)
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Represents the increase in
amortization of intangible assets based on the fair value of acquired
intangible assets. We identified $1.6 million of amortizable intangible
assets for customer relationships with a useful life of 6 years and
$200,000 of developed technology with a useful life of 5 years.
Amortization of these assets will be recorded to operating
expenses.
|
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B.)
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Represents a reversal in
amortization of intangible assets on the books of FeedRoom which will be
written off upon the
acquisition.
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