LOCAL Corp - FORM 8-K/A - EX-99.3 - UNAUDITED PRO FORMA FINANCIAL INFORMATION.

Attached files

file	filename
8-K/A - FORM 8-K/A AMENDMENT NO. 2 - LOCAL Corp	d245179d8ka.htm
EX-99.2 - FINANCIAL STATEMENTS OF BUSINESS ACQUIRED - LOCAL Corp	d245179dex992.htm
EX-23.1 - CONSENT OF HASKELL & WHITE LLP. - LOCAL Corp	d245179dex231.htm
EX-99.4 - UNAUDITED FINANCIAL STATEMENTS OF BUSINESS ACQUIRED - LOCAL Corp	d245179dex994.htm

Exhibit 99.3

LOCAL.COM CORPORATION

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial statements give the effect to the acquisition of Screamin Media Group, Inc., a Delaware corporation, following our execution on July 8, 2011, of an Agreement and Plan of Merger (the “Merger Agreement”) by and among Local.com Corporation (“Local.com” or “Company”), Screamin Media Group, Inc. (“SMG”), Agile Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of the Company (“Subcorp”), and Dan Griffith, as Stockholders’ Agent (the “Stockholders’ Agent”) pursuant to which Subcorp was merged with and into SMG and SMG became our wholly-owned subsidiary (the “Merger”). As consideration for the Merger, we paid upfront consideration of $5,000,000 in cash, 727,360 shares of Local.com common stock, $0.00001 par value (the “Shares”), and $5,000,000 in secured promissory notes (the “Notes”) bearing interest at 10% per annum.

The unaudited pro forma condensed consolidated financial statements are based upon the estimates and assumptions set forth herein. The unaudited pro forma information has been prepared utilizing the historical financial statements and notes thereto, for which Local.com Corporation and Screamin Media Group, Inc., as restated, are included herein. The unaudited pro forma financial data does not purport to be indicative of the results which actually would have been obtained had the purchase been effected on the dates indicated or of the results which may be obtained in the future. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical financial statements of Local.com Corporation and the historical financial statements of Screamin Media Group, Inc., as restated, included herein. The pro forma adjustments are based on estimates, available information and certain assumptions and may be revised as additional information becomes available. The unaudited pro forma condensed consolidated balance sheet gives effect to the merger which is accounted for as an acquisition of Screamin Media Group, Inc. by Local.com Corporation as if it had occurred on June 30, 2011. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2010 and for the three and six months ended June 30, 2011, give effect to the merger as if it had occurred as of the first day of each such period.

The pro forma data presented herein is for informational purposes only and is not intended to represent or be indicative of the results of operations or financial condition of the combined entities that would have been reported had the proposed transaction been completed as of the dates presented, and should not be taken as representative of future results of operations or financial condition of the combined group.

LOCAL.COM CORPORATION

UNAUDITED PRO FORMA BALANCE SHEET

(in thousands)


	Local.com June 30, 2011			SMG June 30, 2011			Pro Forma Adjustments			Combined Pro Forma June 30, 2011

ASSETS
Current assets:
Cash and cash equivalents	$	13,482		$	634		$	(5,000	)(B)	$9,116
Restricted cash		10			—			—		10
Accounts receivable, net of allowances		10,981			79			—		11,060
Notes receivable—current portion		749			—			(500	)(A)	249
Prepaid expenses and other current assets		913			9			—		922

Total current assets		26,135			722			(5,500	)	21,357
Property and equipment, net		7,792			59			—		7,851
Goodwill		20,340			—			14,425	(B)	34,765
Intangible assets, net		10,585			58			—		10,643
Long-term portion of note receivable		637			—			—		637
Deposits		57			—			—		57

Total assets	$	65,546		$	839		$	8,925		$75,310

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	8,047		$	887		$	—		8,934
Accrued compensation		2,118			—			—		2,118
Deferred rent		602			—			—		602
Warrant liability		870			—			—		870
Other accrued liabilities		525			802			—		1,327
Revolving line of credit		—			—			—		—
Deferred revenue		381						—		381
Notes payable		—			1,075			4,500	(A)(B)	5,575

Total current liabilities		12,543			2,764			4,500		19,807

Deferred income taxes		188			—			—		188

Total liabilities		12,731			2,764			4,500		19,995

Commitments and contingencies
Stockholders’ equity:
Preferred stock		—			—			—		—
Common stock		—			1			(1	)	—
Additional paid-in capital		114,338			840			1,660		116,838
Accumulated deficit		(61,523	)		(2,766	)		2,766		(61,523)

Stockholders’ equity		52,815			(1,925	)		4,425		55,315

Total liabilities and stockholders’ equity	$	65,546		$	839		$	8,925		$75,310

See accompanying notes to unaudited pro forma condensed consolidated financial statements

LOCAL.COM CORPORATION

UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS

(in thousands)


	Three Months Ended June 30, 2011
							Pro Forma			Combined
	Local.com			SMG			Adjustments			Pro Forma
				(Restated)						(Restated)
Revenue	$	15,584		$	979		$	—		$16,563

Operating Expenses:
Cost of revenues		10,812			259			—		11,071
Sales and marketing		4,646			946			—		5,592
General and administrative		3,291			1,169			—		4,460
Research and development		1,359			—			—		1,359
Amortization of intangibles		1,210			—			—		1,210

Total operating expenses		21,318			2,374			—		23,692

Operating income (loss)		(5,734	)		(1,395	)		—		(7,129)
Interest and other income (expense), net		(30	)		—			(125	)(c)	(155)
Change in fair value of warrant liability		411			—			—		411

Income (loss) before income taxes		(5,353	)		(1,395	)		(125	)	(6,873)
Provision for income taxes		51			—			—		51

Net income (loss)	$	(5,404	)	$	(1,395	)	$	(125	)	$(6,924)

Per share data:
Basic net income (loss) per share	$	(0.25	)							$(0.31)

Diluted net income (loss) per share	$	(0.25	)							$(0.31)

Basic weighted average shares outstanding		21,254								21,981

Diluted weighted average shares outstanding		21,254								21,981

See accompanying notes to unaudited pro forma condensed consolidated financial statements

LOCAL.COM CORPORATION

UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS

(in thousands)


	Six Months Ended June 30, 2011
	Local.com			SMG			Pro Forma Adjustments			Combined Pro Forma
				(Restated)						(Restated)
Revenue	$	32,379		$	1,703		$	—		$	34,082

Operating Expenses:
Cost of revenues		21,800			454			—			22,254
Sales and marketing		7,928			1,388			—			9,316
General and administrative		5,901			1,699			—			7,600
Research and development		2,887			—			—			2,887
Amortization of intangibles		2,408			—			—			2,408

Total operating expenses		40,924			3,541			—			44,465

Operating income (loss)		(8,545	)		(1,838	)		—			(10,383	)
Interest and other income (expense), net		(85	)		—			(250	)(c)		(335	)
Change in fair value of warrant liability		1,970			—			—			1,970

Income (loss) before income taxes		(6,660	)		(1,838	)		(250	)		(8,748	)
Provision for income taxes		62			—			—			62

Net income (loss)	$	(6,722	)	$	(1,838	)	$	(250	)	$	(8,810	)

Per share data:
Basic net income (loss) per share	$	(0.32	)							$	(0.41	)

Diluted net income (loss) per share	$	(0.32	)							$	(0.41	)

Basic weighted average shares outstanding		20,750									21,478

Diluted weighted average shares outstanding		20,750									21,478

See accompanying notes to unaudited pro forma condensed consolidated financial statements

LOCAL.COM CORPORATION

UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS

(in thousands)


	The Year Ended December 31, 2010
	Local.com			SMG			Pro Forma Adjustments			Combined Pro Forma
				(Restated)						(Restated)
Revenue	$	84,137		$	1,041		$	—		$	85,178

Operating Expenses:
Cost of revenues		46,517			217			—			46,734
Sales and marketing		14,356			543			—			14,899
General and administrative		8,685			1,189			—			9,874
Research and development		5,133			—			—			5,133
Amortization of intangibles		5,734			—			—			5,734

Total operating expenses		80,425			1,949			—			82,374

Operating income (loss)		3,712			(908	)		—			2,804
Interest and other income (expense), net		(275	)		—			(500	)(c)		(775	)
Change in fair value of warrant liability		887			—			—			887

Income (loss) before income taxes		4,324			(908	)		(500	)		2,916
Provision for income taxes		102			—			—			102

Net income (loss)	$	4,222		$	(908	)	$	(500	)	$	2,814

Per share data:
Basic net income (loss) per share	$	0.26								$	0.13

Diluted net income (loss) per share	$	0.25								$	0.13

Basic weighted average shares outstanding		15,966									21,478

Diluted weighted average shares outstanding		16,788									21,478

See accompanying notes to unaudited pro forma condensed consolidated financial statements

LOCAL.COM CORPORATION

NOTES TO UNAUDITED PRO FORMA

FINANCIAL STATEMENTS

(A)	To reflect the elimination of intercompany transactions between the Company and SMG.

(B)	To reflect the elimination of SMG’s equity accounts and the allocation of the initial purchase price of $12.5 million as follows:


Purchase price calculation:
Cash paid	$	5,000
Promissory notes issued		5,000
Common stock issued		2,500

		12,500

Allocation of purchase price:
Current assets		722
Equipment and other assets		117
Accounts payable and accrued expenses		(1,689	)
Notes payable		(1,075	)
Goodwill (1)		14,425

Total allocated purchase price	$	12,500

(1)

SMG’s intangible assets have not been determined as of the date of this report and therefore the allocation of the purchase price in excess of SMG’s net assets is shown entirely as goodwill.

(C)	To reflect interest expense related to the $5 million promissory notes issued to acquire SMG as if the notes were issued as of the first day of each such period.

LOCAL Corp - FORM 8-K/A - EX-99.3 - UNAUDITED PRO FORMA FINANCIAL INFORMATION. - October 19, 2011

Attached files

LOCAL Corp Reports