Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Great Elm Capital Group, Inc. | d346978d8k.htm |
| EX-99.1 - PRESS RELEASE - Great Elm Capital Group, Inc. | d346978dex991.htm |
Exhibit 99.2
UNWIRED PLANET, INC.
PRO FORMA FINANCIAL STATEMENT INFORMATION
(Unaudited)
On April 30, 2012, Unwired Planet, Inc., formerly Openwave Systems Inc. (“Unwired Planet”), completed the sale of its Mediation and Messaging product businesses and assets related thereto to Openwave Mobility, Inc., formerly OM 1, Inc., a company controlled by entities affiliated with Marlin Equity Partners (“Openwave Mobility”), pursuant to the Asset Purchase and Sale Agreement dated April 15, 2012 by and between Unwired Planet and Openwave Mobility (the “Asset Purchase and Sale Agreement”) as previously disclosed on the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 16, 2012 (the “Asset Sale”).
At the effective time of the Asset Sale, Unwired Planet sold its Mediation and Messaging product businesses and assets related thereto to Openwave Mobility and Openwave Mobility assumed certain liabilities and paid Unwired Planet approximately $49.6 million in cash, subject to certain adjustments thereto as provided in the Asset Purchase and Sale Agreement.
The foregoing description of the Asset Purchase and Sale Agreement is qualified in its entirety by reference to the full text of the Asset Purchase and Sale Agreement, attached as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 16, 2012 and incorporated herein by reference. A copy of the press release announcing the completion of the Asset Sale is filed with this report as Exhibit 99.1.
Additionally, on February 1, 2012, as previously announced, Unwired Planet completed the sale of its Location product line and assets and liabilities related thereto to Persistent Telecom Solutions, Inc. The terms of the agreement include initial consideration of $5.4 million in cash received by the Company on February 2, 2012. Additionally, $0.6 million was placed in escrow by the Purchaser for a period of one year to secure indemnification claims made by the Purchaser, if any.
These sales complete the divestiture of Unwired Planet’s product business. As such, the historical results of the product business will be reclassified and presented as discontinued operations in future financial statement filings.
The unaudited pro forma financial statement information has been provided for informational purposes and should not be considered indicative of the financial condition or results of operations that would have been achieved had the Sale occurred as of the periods presented. In addition, the unaudited pro forma financial statement information does not purport to indicate balance sheet data or results of operations as of any future date or for any future period. The unaudited pro forma financial statement information, including the notes thereto, should be read in conjunction with the historical financial statements of Unwired Planet included in its fiscal 2011 Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q for the quarter ended December 31, 2011.
UNWIRED PLANET, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands)
(Unaudited)
| As of December 31, 2011 | ||||||||||||
| As reported (a) | Adjustments | Pro forma | ||||||||||
| ASSETS |
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| Current assets: |
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| Cash and cash equivalents |
$ | 34,052 | $ | 55,011 | (b) | $ | 89,063 | |||||
| Short-term investments |
28,523 | — | 28,523 | |||||||||
| Accounts receivable, net of allowance for doubtful accounts |
26,313 | (26,313 | )(c) | — | ||||||||
| Prepaid and other current assets |
9,062 | (4,507 | )(c) | 4,555 | ||||||||
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| Total current assets |
97,950 | 24,191 | 122,141 | |||||||||
| Property and equipment, net |
4,837 | (3,984 | )(c) | 853 | ||||||||
| Long-term investments |
7,110 | — | 7,110 | |||||||||
| Deposits and other assets |
2,285 | (2,084 | )(c) | 201 | ||||||||
| Goodwill |
267 | — | 267 | |||||||||
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| Total assets |
$ | 112,449 | $ | 18,123 | $ | 130,572 | ||||||
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| LIABILITIES AND STOCKHOLDERS’ EQUITY |
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| Current liabilities: |
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| Accounts payable |
$ | 5,474 | (2,392 | )(c) | $ | 3,082 | ||||||
| Accrued liabilities |
18,692 | (6,755 | )(d) | 11,937 | ||||||||
| Accrued restructuring costs |
15,736 | — | (e) | 15,736 | ||||||||
| Deferred revenue |
23,513 | (23,513 | )(c) | — | ||||||||
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| Total current liabilities |
63,415 | (32,660 | ) | 30,755 | ||||||||
| Accrued restructuring costs, net of current portion |
6,209 | — | 6,209 | |||||||||
| Deferred revenue, net of current portion |
5,365 | (5,365 | )(c) | — | ||||||||
| Deferred rent obligations and other |
925 | — | 925 | |||||||||
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| Total liabilities |
75,914 | (38,025 | ) | 37,889 | ||||||||
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| Commitments and contingencies |
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| Stockholders’ equity: |
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| Common stock |
85 | — | 85 | |||||||||
| Additional paid-in capital |
3,193,288 | — | 3,193,288 | |||||||||
| Accumulated other comprehensive loss |
(1,766 | ) | 773 | (f) | (993 | ) | ||||||
| Accumulated deficit |
(3,155,072 | ) | 55,375 | (g) | (3,099,697 | ) | ||||||
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| Total stockholders’ equity |
36,535 | 56,148 | 92,683 | |||||||||
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| Total liabilities and stockholders’ equity |
$ | 112,449 | $ | 18,123 | $ | 130,572 | ||||||
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UNWIRED PLANET, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
| Six Months Ended December 31, 2011 | ||||||||||||
| As reported (a) | Adjustments (h) | Pro forma | ||||||||||
| Revenues: |
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| License |
$ | 19,492 | $ | (19,492 | ) | $ | — | |||||
| Maintenance and support |
20,872 | (20,872 | ) | — | ||||||||
| Services |
32,874 | (32,874 | ) | — | ||||||||
| Patents |
15,026 | — | 15,026 | |||||||||
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| Total revenues |
88,264 | (73,238 | ) | 15,026 | ||||||||
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| Cost of revenues: |
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| License |
1,284 | (1,284 | ) | — | ||||||||
| Maintenance and support |
6,854 | (6,854 | ) | — | ||||||||
| Services |
28,600 | (28,600 | ) | — | ||||||||
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| Total cost of revenues |
36,738 | (36,738 | ) | — | ||||||||
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| Gross profit |
51,526 | (36,500 | ) | 15,026 | ||||||||
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| Operating expenses: |
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| Research and development |
17,120 | (17,120 | ) | — | ||||||||
| Sales and marketing |
15,763 | (15,388 | ) | 375 | ||||||||
| General and administrative |
11,122 | (7,595 | ) | 3,527 | (i) | |||||||
| Patent initiative expenses |
4,996 | — | 4,996 | |||||||||
| Restructuring and other related costs |
6,746 | (5,029 | ) | 1,717 | ||||||||
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| Total operating expenses |
55,747 | (45,132 | ) | 10,615 | ||||||||
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| Operating loss from continuing operations |
(4,221 | ) | 8,632 | 3,834 | ||||||||
| Interest income |
164 | — | 164 | |||||||||
| Interest expense |
(127 | ) | — | (127 | ) | |||||||
| Other income (expense), net |
(285 | ) | — | (285 | ) | |||||||
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| Net income (loss) from continuing operations before income taxes |
(4,469 | ) | 8,632 | 4,163 | ||||||||
| Income tax expense |
3,280 | (3,280 | ) | — | ||||||||
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| Net income (loss) from continuing operations |
$ | (7,749 | ) | $ | 11,912 | $ | 4,163 | |||||
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| Net income (loss) per share: |
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| Basic |
$ | (0.09 | ) | $ | 0.05 | |||||||
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| Diluted |
$ | (0.09 | ) | $ | 0.05 | |||||||
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| Shares used in computing income (loss) per share: |
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| Basic |
85,538 | 85,538 | ||||||||||
| Diluted |
85,538 | 86,363 | ||||||||||
UNWIRED PLANET, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
| Fiscal Year Ended June 30, 2011 | ||||||||||||
| As reported (j) | Adjustments (h) | Pro forma | ||||||||||
| Revenues: |
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| License |
$ | 44,612 | $ | (44,612 | ) | $ | — | |||||
| Maintenance and support |
50,096 | (50,096 | ) | — | ||||||||
| Services |
56,819 | (56,819 | ) | — | ||||||||
| Patents |
4,019 | — | 4,019 | |||||||||
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| Total revenues |
155,546 | (151,527 | ) | 4,019 | ||||||||
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| Cost of revenues: |
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| License |
2,236 | (2,236 | ) | — | ||||||||
| Maintenance and support |
16,274 | (16,274 | ) | — | ||||||||
| Services |
44,853 | (44,853 | ) | — | ||||||||
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| Total cost of revenues |
63,363 | (63,363 | ) | — | ||||||||
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| Gross profit |
92,183 | (88,164 | ) | 4,019 | ||||||||
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| Operating expenses: |
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| Research and development |
41,617 | (41,617 | ) | — | ||||||||
| Sales and marketing |
46,529 | (46,529 | ) | — | ||||||||
| General and administrative |
26,102 | (16,512 | ) | 9,590 | (k) | |||||||
| Restructuring and other related costs |
4,252 | (2,027 | ) | 2,225 | ||||||||
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| Total operating expenses |
118,500 | (106,685 | ) | 11,815 | ||||||||
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| Operating loss from continuing operations |
(26,317 | ) | 18,521 | (7,796 | ) | |||||||
| Interest income |
565 | — | 565 | |||||||||
| Interest expense |
(466 | ) | — | (466 | ) | |||||||
| Other income (expense), net |
(752 | ) | — | (752 | ) | |||||||
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| Net income (loss) from continuing operations before income taxes |
(26,970 | ) | 18,521 | (8,449 | ) | |||||||
| Income tax expense |
(1,925 | ) | 1,925 | — | ||||||||
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| Net income (loss) from continuing operations |
$ | (25,045 | ) | $ | 16,596 | $ | (8,449 | ) | ||||
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| Net income (loss) per share: |
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| Basic |
$ | (0.30 | ) | $ | (0.10 | ) | ||||||
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| Diluted |
$ | (0.30 | ) | $ | (0.10 | ) | ||||||
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| Shares used in computing income (loss) per share: |
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| Basic |
84,577 | 84,577 | ||||||||||
| Diluted |
84,577 | 84,577 | ||||||||||
UNWIRED PLANET, INC.
NOTES TO THE PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| (a) | Represents balances as reported on the unaudited condensed consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2011. |
| (b) | Represents cash proceeds from the purchasers; $5.4 million on February 2, 2012 and $49.6 million on May 1, 2012. |
| (c) | Adjustment to eliminate the carrying value of assets and liabilities of the product business. |
| (d) | Adjustment related to (c) above plus estimated $4.2 million of direct transaction costs incurred. |
| (e) | As of December 31, 2011 $1.0 million of the restructuring liability related to severance associated with employees of the product business. According to the terms of the Asset Purchase and Sale Agreement, all liabilities related to restructuring are to be paid by Unwired Planet. As such, the restructuring liability is not reflected as a pro forma adjustment. |
| (f) | Represents accumulated other comprehensive income related to the products business. |
| (g) | Adjustment to reflect the gain on sales of the product business. |
| (h) | Represents results of operations of the product business. |
| (i) | Includes $0.5 million of costs related to strategic alternatives. |
| (j) | Represents balances as reported on the audited consolidated statement of operations included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2011. |
| (k) | Includes $3.4 million of patent initiative expenses. |