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EX-23.1 - EX-23.1 - Millennial Media Inc.a14-26081_1ex23d1.htm
EX-99.2 - EX-99.2 - Millennial Media Inc.a14-26081_1ex99d2.htm
EX-99.3 - EX-99.3 - Millennial Media Inc.a14-26081_1ex99d3.htm
8-K/A - 8-K/A - Millennial Media Inc.a14-26081_18ka.htm

Exhibit 99.4

 

SELECTED HISTORICAL

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

The following unaudited pro forma condensed combined financial statements have been prepared to give effect to the Merger. These unaudited pro forma condensed combined financial statements are derived from the historical consolidated financial statements of the Company and Nexage. These financial statements have been adjusted as described in the notes to the unaudited pro forma condensed combined financial statements.

 

The unaudited pro forma condensed combined balance sheet combines the historical condensed consolidated balance sheets of the Company and Nexage as of September 30, 2014, and includes preliminary adjustments to reflect the events that are directly attributable to the Merger and factually supportable. In addition, the unaudited pro forma condensed combined statements of operations combine the historical condensed consolidated statements of operations of the Company and Nexage and have also been adjusted to give effect to pro forma events that are directly attributable to the Merger, factually supportable and expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined statements of operations have been prepared assuming the Merger closed on January 1, 2013.

 

We have prepared the unaudited pro forma condensed combined financial statements based on available information using assumptions that we believe are reasonable. These pro forma financial statements are being provided for informational purposes only and do not claim to represent our actual financial position or results of operations had the Merger occurred on that date specified nor do they project our results of operations or financial position for any future period or date. In addition, the pro forma condensed combined financial statements do not account for the cost of any restructuring activities or synergies resulting from the Merger.

 

The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting as outlined in Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 805, Business Combinations, with the Company considered the acquiring company. Based on the acquisition method of accounting, the consideration paid to Nexage is allocated to their assets and liabilities based on their fair value as of the date of the completion of the Merger. The purchase price allocation and valuation is preliminary and subject to final adjustments and provided for informational purposes only.

 

Unaudited Pro Forma Condensed Combined Statement of Operations

 

 

 

Nine Months Ended September 30, 2014

 

 

 

Historical

 

Historical

 

Pro forma

 

Pro forma

 

 

 

Millennial

 

Nexage

 

Adjustments

 

Combined

 

 

 

(in thousands, except per share data)

 

Revenue

 

$

209,735

 

$

7,023

 

$

(1,977

)(a)

$

214,781

 

Cost of revenue

 

126,398

 

 

(1,977

)(a)

124,421

 

Gross profit

 

83,337

 

7,023

 

 

90,360

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

230

 

(230

)(b)

 

Sales and marketing

 

40,133

 

6,582

 

(1,800

)(c)

44,915

 

Technology and development

 

22,450

 

5,871

 

(1,500

)(c)

26,821

 

General and administrative

 

64,552

 

3,253

 

230

(b)

68,035

 

Goodwill and intangible asset impairment

 

93,479

 

 

 

93,479

 

Total operating expenses

 

220,614

 

15,936

 

(3,300

)

233,250

 

Loss from operations

 

(137,277

)

(8,913

)

3,300

 

(142,890

)

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(99

)

(562

)

 

(661

)

Other income (expense)

 

 

(1,253

)

1,253

(h)

 

Total other income (expense)

 

(99

)

(1,815

)

1,253

 

(661

)

Loss before income taxes

 

(137,376

)

(10,728

)

4,553

 

(143,551

)

Income tax expense

 

(95

)

 

 

(95

)

Net loss

 

$

(137,471

)

$

(10,728

)

$

4,553

 

$

(143,646

)

 

 

 

 

 

 

 

 

 

 

Net loss per share:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(1.28

)

$

 

$

 

$

(1.04

)

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

107,048

 

 

30,733

(d)

137,781

 

 

F-1



 

Unaudited Pro Forma Condensed Combined Statement of Operation

 

 

 

Year Ended December 31, 2013

 

 

 

Historical

 

Historical

 

Pro forma

 

Pro forma

 

 

 

Millennial

 

Nexage

 

Adjustments

 

Combined

 

 

 

(in thousands, except per share data)

 

Revenue

 

$

259,171

 

$

6,335

 

$

(793

)(a)

$

264,713

 

Cost of revenue

 

154,774

 

 

(793

)(a)

153,981

 

Gross profit

 

104,397

 

6,335

 

 

110,732

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

250

 

(250

)(b)

 

Sales and marketing

 

38,682

 

6,794

 

(2,400

)(c)

43,076

 

Technology and development

 

18,966

 

5,010

 

(2,000

)(c)

21,976

 

General and administrative

 

61,891

 

2,514

 

250

(b)

64,655

 

Total operating expenses

 

119,539

 

14,568

 

(4,400

)

129,707

 

Loss from operations

 

(15,142

)

(8,233

)

4,400

 

(18,975

)

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(95

)

(163

)

 

(258

)

Other income (expense)

 

77

 

(286

)

286

(h)

77

 

Total other income (expense)

 

(18

)

(449

)

286

 

(181

)

Loss before income taxes

 

(15,160

)

(8,682

)

4,686

 

(19,156

)

Income tax benefit

 

47

 

 

 

47

 

Net loss

 

$

(15,113

)

$

(8,682

)

$

4,686

 

$

(19,109

)

 

 

 

 

 

 

 

 

 

 

Net loss per share:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.18

)

$

 

$

 

$

(0.17

)

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

84,029

 

 

30,733

(d)

114,762

 

 

F-2



 

Unaudited Pro Forma Condensed Combined Balance Sheet

 

 

 

As of September 30, 2014

 

 

 

Historical

 

Historical

 

Pro forma

 

Pro forma

 

 

 

Millennial

 

Nexage

 

Adjustments

 

Combined

 

 

 

(in thousands)

 

Assets

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

76,492

 

$

2,167

 

$

(8,143

)(e)

$

70,516

 

Restricted cash

 

250

 

 

 

250

 

Accounts receivable, net of allowances

 

73,170

 

12,237

 

(276

)(a)

85,131

 

Prepaid expenses and other current assets

 

5,416

 

317

 

 

5,733

 

Total current assets

 

155,328

 

14,721

 

(8,419

)

161,630

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

24,775

 

850

 

 

25,625

 

Restricted cash

 

350

 

 

 

350

 

Goodwill

 

77,976

 

 

59,902

(f)

137,878

 

Intangible assets, net

 

14,501

 

 

22,000

(g)

36,501

 

Other assets

 

2,018

 

213

 

 

2,231

 

Total long-term assets

 

119,620

 

1,063

 

81,902

 

202,585

 

Total assets

 

$

274,948

 

$

15,784

 

$

73,483

 

$

364,215

 

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

8,034

 

$

1,504

 

$

(276

)(a)

$

9,262

 

Accrued cost of revenue

 

41,758

 

13,213

 

 

54,971

 

Accrued payroll and payroll related expenses

 

8,197

 

1,009

 

 

9,206

 

Deferred revenue

 

857

 

 

 

857

 

Current portion of notes payable

 

 

200

 

 

200

 

Total current liabilities

 

58,846

 

15,926

 

(276

)

74,496

 

 

 

 

 

 

 

 

 

 

 

Notes payable, net of current portion

 

 

10,261

 

 

10,261

 

Preferred stock warrant liability

 

 

1,747

 

(1,747

)(h)

 

Other long-term liabilities

 

6,707

 

74

 

 

6,781

 

Total liabilities

 

65,553

 

28,008

 

(2,023

)

91,538

 

 

 

 

 

 

 

 

 

 

 

Convertible preferred stock

 

 

25,516

 

(25,516

)(i)

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding as of September 30, 2014 and September 30, 2014 pro forma

 

 

 

 

 

Common stock, $0.001 par value, 250,000,000 shares authorized, 107,781,632 and 138,515,068 shares issued and outstanding as of September 30, 2014 and September 30, 2014 pro forma, respectively

 

108

 

4

 

27

(d)

139

 

Additional paid-in capital

 

412,300

 

2,032

 

61,219

(d)(i)

475,551

 

Accumulated other comprehensive loss

 

(386

)

 

 

(386

)

Accumulated deficit

 

(202,627

)

(39,776

)

39,776

(i)

(202,627

)

Total stockholders’ equity (deficit)

 

209,395

 

(37,740

)

101,022

 

272,677

 

Total liabilities and stockholders’ equity

 

$

274,948

 

$

15,784

 

$

73,483

 

$

364,215

 

 

F-3



 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

1.                                      Basis of Presentation

 

On December 4, 2014, Millennial Media, Inc. (“Millennial” or the “Company”) completed its previously announced acquisition of Nexage, Inc. (“Nexage”), a mobile advertising exchange and mobile supply side platform, pursuant to the terms of an Agreement and Plan of Merger, dated as of September 23, 2014 and as amended and restated on October 31, 2014 (the “Merger Agreement”), by and among the Company, Nexage, Neptune Merger Sub I, Inc. (“Merger Sub I”), Neptune Merger Sub II, LLC (“Merger Sub II”), and Fortis Advisors LLC. At the closing, Merger Sub I was merged with and into Nexage, and as part of the same transaction, Nexage was merged with and into Merger Sub II (the “Merger”). As a result of the Merger, Merger Sub II continues as the surviving corporation and as a wholly-owned subsidiary of Millennial. The name of Merger Sub II was subsequently changed to Nexage, LLC.

 

Pursuant to the Merger Agreement, Millennial issued 30,733,436 shares of its common stock to the former securityholders of Nexage, and issued options to purchase an additional 7,949,236 shares of its common stock in exchange for options to purchase shares of Nexage’s common stock. The Company paid approximately $8.1 million in cash consideration for shares of Nexage capital stock held by certain holders of Nexage capital stock who are “unaccredited investors,” in partial payment for shares of Nexage capital stock held by holders of Nexage capital stock who are “accredited investors,” and in partial payment for vested options to purchase common stock of Nexage. Vested options to purchase common stock of Nexage were partially cancelled in exchange for cash and partially exchanged for vested options to purchase common stock of Millennial. Unvested options to purchase common stock of Nexage were converted into unvested options to purchase common stock of Millennial. All outstanding warrants exercisable for common stock of Nexage were exchanged for a portion of the 30,733,436 new Millennial shares issued.

 

The Merger was accounted for under the purchase method of accounting in accordance with ASC 805, Business Combinations. Under the purchase method, the total estimated purchase price, or consideration transferred, is measured at the Merger closing date. The assets of Nexage have been measured based on various preliminary estimates using assumptions that the Company’s management believes are reasonable utilizing information currently available. Use of different estimates and judgments could yield different results.

 

The process for estimating the fair values of identifiable intangible assets and certain tangible assets requires the use of significant estimates and assumptions, including estimating future cash flows and developing appropriate discount rates. The excess of the purchase price over the estimated amounts of identifiable assets of Nexage as of the effective date of the Merger is allocated to goodwill in accordance with the accounting guidance. The purchase accounting is subject to finalization of the Company’s analysis of the fair value of the assets and liabilities of Nexage as of the Merger date. Accordingly, the purchase accounting in the unaudited pro forma combined financial statements is preliminary and will be adjusted upon completion of the final valuation. Such adjustments could be material.

 

For purposes of measuring the estimated fair value of the assets acquired as reflected in the unaudited pro forma condensed combined financial statements, in accordance with the applicable accounting guidance, the Company established a framework for measuring fair values. The applicable accounting guidance defines fair value as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date (an exit price). Market participants are assumed to be buyers and sellers in the principal or most advantageous market for the asset or liability. Additionally, under the applicable accounting guidance, fair value measurements for an asset assume the highest and best use of that asset by market participants. As a result, the Company may be required to value assets of Nexage at fair value measures that do not reflect the Company’s intended use of those assets. Use of different estimates and judgments could yield different results.

 

2.                                      Purchase Price

 

The unaudited pro forma condensed combined financial information reflects the purchase price as follows (in thousands):

 

F-4



 

 

 

September 30, 2014

 

Net liabilities assumed

 

$

(12,224

)

Identifiable intangible assets:

 

 

 

Customer relationships

 

12,000

 

Technology

 

10,000

 

Goodwill

 

59,902

 

Total purchase price

 

$

69,678

 

 

Under the acquisition method of accounting, the Company estimated the fair values of the acquired tangible and intangible assets and liabilities. The valuation of the identifiable intangible assets acquired was based on management’s preliminary estimates, currently available information and reasonable and supportable assumptions. These estimates are preliminary as the Company is still in the process of evaluating the various assumptions used in valuing these assets. Intangible long-lived assets were valued using a discounted cash flow method. In the unaudited pro forma condensed combined balance sheet as of September 30, 2014, the excess of the aggregate purchase price over the estimated fair value of the tangible and intangible assets and liabilities in the amount of approximately $59.9 million was classified as goodwill. The fair value of identifiable intangible assets that are subject to amortization after the acquisition was estimated to be $22.0 million.

 

Based on the issuance of an aggregate of 30,733,436 shares of Millennial’s common stock at the closing, each valued at $1.57, the closing price per share of Millennial’s common stock on December 4, 2014, and including newly issued options to purchase 7,949,236 shares, which options have a fair value of approximately $13.3 million based on a Black-Scholes option pricing model, and $8.1 million of cash consideration, the transaction purchase price is valued at approximately $69.7 million.

 

3.                                      Pro Forma Adjustments

 

The pro forma adjustments included in the unaudited pro forma condensed combined financial statements are as follows:

 

(a)                                 Represents the elimination of inter-entity transactions.

 

(b)                                 Represents the reclassification of certain costs to align with the Company’s accounting policies.

 

(c)                                  Represents the amortization of intangible assets acquired in the Merger based on their estimated fair values and estimated useful lives. The estimated useful life of each intangible asset is five years and amortization expense will be calculated on a straight-line basis.

 

(d)                                 Represents the impact of issuance of 30,733,436 shares in connection with the Merger.

 

(e)                                  Represents $8.1 million in cash consideration paid in connection with the Merger.

 

(f)                                   Represents the difference between the estimated purchase price and the estimated fair values of the identified assets acquired and liabilities assumed.

 

(g)                                  Represents intangible assets that have been identified in this preliminary allocation including customer relationships and technology.

 

(h)                                 Reflects the elimination of Nexage’s historical preferred stock warrants, which were exchanged for shares of Company common stock in connection with the Merger.

 

F-5



 

(i)                                     Reflects the elimination of Nexage’s historical stockholders’ equity and convertible preferred stock.

 

F-6



 

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

 

The information below reflects the historical net loss per common share, book value per common share and cash dividends per common share of the Company and the unaudited pro forma condensed combined net loss per common share, book value per common share and cash dividends per common share of the Company after giving effect to the proposed Merger. The historical book value per share is computed by dividing total stockholders’ equity (deficit) by the number of shares of common stock outstanding at the end of the period. The pro forma earnings per share of the Company following the consummation of the Merger is computed by dividing the pro forma net loss by the pro forma weighted average number of shares outstanding. The pro forma book value of the Company following the consummation of the Merger is computed by dividing total pro forma stockholders’ equity (deficit) by the pro forma number of shares of common stock outstanding at the end of the period. The pro forma per share data includes 30,733,436 shares to be issued in connection with the Merger, and was prepared using the acquisition method of accounting as outlined in Financial Accounting Standards Board ASC 805, Business Combinations, with the Company considered the acquiring company.

 

You should read the tables below in conjunction with the respective audited consolidated financial statements and related notes of the Company incorporated by reference in this form 8-K and the audited consolidated financial statements and related notes of Nexage and the unaudited pro forma combined condensed financial information and notes related to such consolidated financial statements included elsewhere in this form 8-K.

 

Millennial Media:

 

 

 

Nine Months Ended
September 30,

 

Year Ended
December 31,

 

 

 

2014

 

2013

 

Historical per common share data:

 

 

 

 

 

Net loss per share:

 

 

 

 

 

Basic and diluted

 

$

(1.28

)

$

(0.18

)

Book value per share

 

1.94

 

3.16

 

Cash dividend per share

 

 

 

 

Millennial Media and Nexage combined condensed pro forma per share data:

 

 

 

Nine Months Ended
September 30,

 

Year Ended
December 31,

 

 

 

2014

 

2013

 

Pro forma per common share data:

 

 

 

 

 

Net loss per share:

 

 

 

 

 

Basic and diluted

 

$

(1.04

)

$

(0.17

)

Book value per share

 

1.97

 

N/A

 

Cash dividend per share

 

 

 

 

F-7