EX-99.2
3
a2014q108kcloseofooexh992.htm
EXHIBIT 99.2
2014 Q1 08K Close of O&O Exh 99.2
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated financial statements have been prepared to reflect the January 10, 2014 sale of ValueClick, Inc.'s (the "Company") sale of its Owned & Operated Websites segment as described in Item 2.01 of the Current Report on Form 8-K dated January 16, 2014 (the "Sale").
The unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2012, 2011 and 2010 are based on the Company's historical results of operations and give effect to the Sale as if it had occurred on January 1, 2010. The unaudited pro forma condensed consolidated statements of operations for the nine month periods ended September 30, 2013 and 2012 are not presented as the Owned & Operated Websites segment was reported as discontinued operations in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013, filed with the Securities and Exchange Commission on November 12, 2013. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2013 is based on the Company's historical balance sheet as of that date, and gives effect to the Sale as if it had occurred on September 30, 2013.
The unaudited pro forma condensed consolidated financial statements include specific assumptions and adjustments related to the Sale. These pro forma financial statements do not assume any interest income on cash proceeds or the use of such proceeds, which are presented as additional retained cash on the unaudited pro forma condensed consolidated balance sheet as of September 30, 2013. The adjustments are preliminary as they are based upon presently available information and assumptions that management believes are reasonable under the circumstances as of the date of this filing. However, the actual adjustments may differ materially from the information presented herein. The unaudited pro forma condensed consolidated financial statements, including notes thereto, should be read in conjunction with the historical financial statements of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2012 and the unaudited financial statements filed in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013.
The unaudited pro forma condensed consolidated financial information presented is for informational purposes only. It is not intended to represent or be indicative of the consolidated results of operations or financial position that would have occurred had the Sale been completed as of the dates presented nor is it intended to be indicative of future results of operations or financial position.
VALUECLICK, INC.
Unaudited Pro Forma Condensed Consolidated Statements of Operations
Year Ended December 31, 2012
(In thousands, except per share data)
As Reported
Owned & Operated Websites Divestiture
Pro Forma
Revenue
$
660,878
$
(121,058
)
$
539,820
Cost of revenue
249,259
(71,697
)
177,562
Gross profit
411,619
(49,361
)
362,258
Operating expenses:
Sales and marketing
85,470
(5,526
)
79,944
General and administrative
81,050
(7,259
)
73,791
Technology
66,324
(11,486
)
54,838
Amortization of intangible assets acquired in business combinations
22,420
(2,665
)
19,755
Total operating expenses
255,264
(26,936
)
228,328
Income from operations
156,355
(22,425
)
133,930
Interest and other income, net
1,151
(404
)
747
Income before income taxes
157,506
(22,829
)
134,677
Income tax expense
61,575
(5,502
)
56,073
Net income from continuing operations
$
95,931
$
(17,327
)
$
78,604
Basic net income per common share from continuing operations
$
1.24
$
(0.22
)
$
1.02
Diluted net income per common share from continuing operations
$
1.22
$
(0.22
)
$
1.00
Weighted-average shares used to calculate net income per common share:
Basic
77,342
77,342
Diluted
78,898
78,898
VALUECLICK, INC.
Unaudited Pro Forma Condensed Consolidated Statements of Operations
Year Ended December 31, 2011
(In thousands, except per share data)
As Reported
Owned & Operated Websites Divestiture
Pro Forma
Revenue
$
528,753
$
(128,419
)
$
400,334
Cost of revenue
221,403
(87,037
)
134,366
Gross profit
307,350
(41,382
)
265,968
Operating expenses:
Sales and marketing
64,976
(5,141
)
59,835
General and administrative
58,517
(6,062
)
52,455
Technology
49,060
(10,893
)
38,167
Amortization of intangible assets acquired in business combinations
16,646
(5,440
)
11,206
Total operating expenses
189,199
(27,536
)
161,663
Income from operations
118,151
(13,846
)
104,305
Interest and other income, net
4,666
(1,548
)
3,118
Income before income taxes
122,817
(15,394
)
107,423
Income tax expense
28,627
(5,964
)
22,663
Net income from continuing operations
$
94,190
$
(9,430
)
$
84,760
Basic net income per common share from continuing operations
$
1.17
$
(0.12
)
$
1.06
Diluted net income per common share from continuing operations
$
1.16
$
(0.12
)
$
1.04
Weighted-average shares used to calculate net income per common share:
Basic
80,323
80,323
Diluted
81,489
81,489
VALUECLICK, INC.
Unaudited Pro Forma Condensed Consolidated Statements of Operations
Year Ended December 31, 2010
(In thousands, except per share data)
As Reported
Owned & Operated Websites Divestiture
Pro Forma
Revenue
$
409,883
$
(116,976
)
$
292,907
Cost of revenue
177,064
(83,295
)
93,769
Gross profit
232,819
(33,681
)
199,138
Operating expenses:
Sales and marketing
44,886
(3,365
)
41,521
General and administrative
51,455
(5,405
)
46,050
Technology
34,805
(9,068
)
25,737
Amortization of intangible assets acquired in business combinations
13,089
(7,993
)
5,096
Total operating expenses
144,235
(25,831
)
118,404
Income from operations
88,584
(7,850
)
80,734
Interest and other income, net
2,204
36
2,240
Income before income taxes
90,788
(7,814
)
82,974
Income tax expense
13,628
(4,553
)
9,075
Net income from continuing operations
$
77,160
$
(3,261
)
$
73,899
Basic net income per common share from continuing operations
$
0.95
$
(0.04
)
$
0.91
Diluted net income per common share from continuing operations
$
0.94
$
(0.04
)
$
0.90
Weighted-average shares used to calculate net income per common share:
Basic
81,615
81,615
Diluted
82,334
82,334
VALUECLICK, INC.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of September 30, 2013
(In thousands, except per share data)
As Reported
Pro Forma Adjustments
Pro Forma
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
54,522
102,874
(A)
$
157,396
Accounts receivable, net
110,571
110,571
Prepaid expenses and other current assets
9,695
9,695
Income taxes receivable
17,952
40,449
(C)
58,401
Deferred tax assets, current portion
290
7,287
(C)
7,577
Current assets held for sale
48,686
(48,686
)
(B)
-
Total current assets
241,716
101,924
343,640
Assets held for sale, less current portion
56,945
(56,945
)
(B)
-
Note receivable, less current portion
-
-
Property and equipment, net
29,194
29,194
Goodwill
388,968
388,968
Intangible assets acquired in business combinations, net
54,735
54,735
Deferred tax assets, less current portion
11,816
(10,390
)
(C)
1,426
Other assets
3,401
3,401
TOTAL ASSETS
$
786,775
$
34,589
$
821,364
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses
$
90,977
$
90,977
Other current liabilities
2,023
2,023
Borrowings under credit agreement, current portion
-
-
Liabilities related to assets held for sale
9,531
(9,531
)
(B)
-
Total current liabilities
102,531
(9,531
)
93,000
Income taxes payable
28,546
(1,860
)
(C)
26,686
Deferred tax liabilities
281
11,886
(C)
12,167
Borrowings under credit agreement, less current portion
195,000
195,000
Other non-current liabilities
6,828
550
(C)
7,378
Liabilities related to assets held for sale, less current portion
1,358
(1,358
)
(B)
-
TOTAL LIABILITIES
334,544
(313
)
334,231
Commitments and contingencies
STOCKHOLDERS' EQUITY:
Convertible preferred stock, $0.001 par value; 20,000,000 shares authorized; no shares issued or outstanding
-
-
Common stock, $0.001 par value; 500,000,000 shares authorized; 66,733,655 shares issued and outstanding
67
67
Additional paid-in capital
456,154
456,154
Accumulated other comprehensive loss
(3,990
)
(1,847
)
(E)
(5,837
)
Retained earnings
-
36,749
(D)
36,749
Total stockholders' equity
452,231
34,902
487,133
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
786,775
$
34,589
$
821,364
VALUECLICK, INC.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
(A)
Represents gross proceeds from the sale of $80 million, plus cash previously reported under "Current assets held for sale" retained by the Company, less third-party transaction costs estimated to be $1.6 million.
(B)
Represents the elimination of the assets and liabilities of the Owned & Operated Websites segment.
(C) *
Represents the income tax effects of the sale.
(D) *
Represents the estimated after-tax gain from the sale as if the transaction closed on September 30, 2013.
(E) *
Represents the accumulated translation adjustment associated with the divested businesses, which is included in the after-tax gain from the sale.
* Actual adjustments may differ from the information presented.

EX - 99 . 2 3 a2014q108kcloseofooexh992 . htm EXHIBIT 99 . 2 2014 Q1 08K Close of O & O Exh 99 . 2 Exhibit 99 . 2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma condensed consolidated financial statements have been prepared to reflect the January 10 , 2014 sale of ValueClick , Inc . 's ( the " Company " ) sale of its Owned & Operated Websites segment as described in Item 2 . 01 of the Current Report on Form 8 - K dated January 16 , 2014 ( the " Sale " ) . The unaudited pro forma condensed consolidated statements of operations for the years ended December 31 , 2012 , 2011 and 2010 are based on the Company 's historical results of operations and give effect to the Sale as if it had occurred on January 1 , 2010 . The unaudited pro forma condensed consolidated statements of operations for the nine month periods ended September 30 , 2013 and 2012 are not presented as the Owned & Operated Websites segment was reported as discontinued operations in the Company 's Quarterly Report on Form 10 - Q for the quarterly period ended September 30 , 2013 , filed with the Securities and Exchange Commission on November 12 , 2013 . The unaudited pro forma condensed consolidated balance sheet as of September 30 , 2013 is based on the Company 's historical balance sheet as of that date , and gives effect to the Sale as if it had occurred on September 30 , 2013 . The unaudited pro forma condensed consolidated financial statements include specific assumptions and adjustments related to the Sale . These pro forma financial statements do not assume any interest income on cash proceeds or the use of such proceeds , which are presented as additional retained cash on the unaudited pro forma condensed consolidated balance sheet as of September 30 , 2013 . The adjustments are preliminary as they are based upon presently available information and assumptions that management believes are reasonable under the circumstances as of the date of this filing . However , the actual adjustments may differ materially from the information presented herein . The unaudited pro forma condensed consolidated financial statements , including notes thereto , should be read in conjunction with the historical financial statements of the Company included in its Annual Report on Form 10 - K for the year ended December 31 , 2012 and the unaudited financial statements filed in its Quarterly Report on Form 10 - Q for the quarterly period ended September 30 , 2013 . The unaudited pro forma condensed consolidated financial information presented is for informational purposes only . It is not intended to represent or be indicative of the consolidated results of operations or financial position that would have occurred had the Sale been completed as of the dates presented nor is it intended to be indicative of future results of operations or financial position . VALUECLICK , INC . Unaudited Pro Forma Condensed Consolidated Statements of Operations Year Ended December 31 , 2012 ( In thousands , except per share data ) As Reported Owned & Operated Websites Divestiture Pro Forma Revenue $ 660,878 $ ( 121,058 ) $ 539,820 Cost of revenue 249,259 ( 71,697 ) 177,562 Gross profit 411,619 ( 49,361 ) 362,258 Operating expenses : Sales and marketing 85,470 ( 5,526 ) 79,944 General and administrative 81,050 ( 7,259 ) 73,791 Technology 66,324 ( 11,486 ) 54,838 Amortization of intangible assets acquired in business combinations 22,420 ( 2,665 ) 19,755 Total operating expenses 255,264 ( 26,936 ) 228,328 Income from operations 156,355 ( 22,425 ) 133,930 Interest and other income , net 1,151 ( 404 ) 747 Income before income taxes 157,506 ( 22,829 ) 134,677 Income tax expense 61,575 ( 5,502 ) 56,073 Net income from continuing operations $ 95,931 $ ( 17,327 ) $ 78,604 Basic net income per common share from continuing operations $ 1 . 24 $ ( 0 . 22 ) $ 1 . 02 Diluted net income per common share from continuing operations $ 1 . 22 $ ( 0 . 22 ) $ 1 . 00 Weighted - average shares used to calculate net income per common share : Basic 77,342 77,342 Diluted 78,898 78,898 VALUECLICK , INC . Unaudited Pro Forma Condensed Consolidated Statements of Operations Year Ended December 31 , 2011 ( In thousands , except per share data ) As Reported Owned & Operated Websites Divestiture Pro Forma Revenue $ 528,753 $ ( 128,419 ) $ 400,334 Cost of revenue 221,403 ( 87,037 ) 134,366 Gross profit 307,350 ( 41,382 ) 265,968 Operating expenses : Sales and marketing 64,976 ( 5,141 ) 59,835 General and administrative 58,517 ( 6,062 ) 52,455 Technology 49,060 ( 10,893 ) 38,167 Amortization of intangible assets acquired in business combinations 16,646 ( 5,440 ) 11,206 Total operating expenses 189,199 ( 27,536 ) 161,663 Income from operations 118,151 ( 13,846 ) 104,305 Interest and other income , net 4,666 ( 1,548 ) 3,118 Income before income taxes 122,817 ( 15,394 ) 107,423 Income tax expense 28,627 ( 5,964 ) 22,663 Net income from continuing operations $ 94,190 $ ( 9,430 ) $ 84,760 Basic net income per common share from continuing operations $ 1 . 17 $ ( 0 . 12 ) $ 1 . 06 Diluted net income per common share from continuing operations $ 1 . 16 $ ( 0 . 12 ) $ 1 . 04 Weighted - average shares used to calculate net income per common share : Basic 80,323 80,323 Diluted 81,489 81,489 VALUECLICK , INC . Unaudited Pro Forma Condensed Consolidated Statements of Operations Year Ended December 31 , 2010 ( In thousands , except per share data ) As Reported Owned & Operated Websites Divestiture Pro Forma Revenue $ 409,883 $ ( 116,976 ) $ 292,907 Cost of revenue 177,064 ( 83,295 ) 93,769 Gross profit 232,819 ( 33,681 ) 199,138 Operating expenses : Sales and marketing 44,886 ( 3,365 ) 41,521 General and administrative 51,455 ( 5,405 ) 46,050 Technology 34,805 ( 9,068 ) 25,737 Amortization of intangible assets acquired in business combinations 13,089 ( 7,993 ) 5,096 Total operating expenses 144,235 ( 25,831 ) 118,404 Income from operations 88,584 ( 7,850 ) 80,734 Interest and other income , net 2,204 36 2,240 Income before income taxes 90,788 ( 7,814 ) 82,974 Income tax expense 13,628 ( 4,553 ) 9,075 Net income from continuing operations $ 77,160 $ ( 3,261 ) $ 73,899 Basic net income per common share from continuing operations $ 0 . 95 $ ( 0 . 04 ) $ 0 . 91 Diluted net income per common share from continuing operations $ 0 . 94 $ ( 0 . 04 ) $ 0 . 90 Weighted - average shares used to calculate net income per common share : Basic 81,615 81,615 Diluted 82,334 82,334 VALUECLICK , INC . Unaudited Pro Forma Condensed Consolidated Balance Sheet As of September 30 , 2013 ( In thousands , except per share data ) As Reported Pro Forma Adjustments Pro Forma ASSETS CURRENT ASSETS : Cash and cash equivalents $ 54,522 102,874 ( A ) $ 157,396 Accounts receivable , net 110,571 110,571 Prepaid expenses and other current assets 9,695 9,695 Income taxes receivable 17,952 40,449 ( C ) 58,401 Deferred tax assets , current portion 290 7,287 ( C ) 7,577 Current assets held for sale 48,686 ( 48,686 ) ( B ) - Total current assets 241,716 101,924 343,640 Assets held for sale , less current portion 56,945 ( 56,945 ) ( B ) - Note receivable , less current portion - - Property and equipment , net 29,194 29,194 Goodwill 388,968 388,968 Intangible assets acquired in business combinations , net 54,735 54,735 Deferred tax assets , less current portion 11,816 ( 10,390 ) ( C ) 1,426 Other assets 3,401 3,401 TOTAL ASSETS $ 786,775 $ 34,589 $ 821,364 LIABILITIES AND STOCKHOLDERS ' EQUITY CURRENT LIABILITIES : Accounts payable and accrued expenses $ 90,977 $ 90,977 Other current liabilities 2,023 2,023 Borrowings under credit agreement , current portion - - Liabilities related to assets held for sale 9,531 ( 9,531 ) ( B ) - Total current liabilities 102,531 ( 9,531 ) 93,000 Income taxes payable 28,546 ( 1,860 ) ( C ) 26,686 Deferred tax liabilities 281 11,886 ( C ) 12,167 Borrowings under credit agreement , less current portion 195,000 195,000 Other non - current liabilities 6,828 550 ( C ) 7,378 Liabilities related to assets held for sale , less current portion 1,358 ( 1,358 ) ( B ) - TOTAL LIABILITIES 334,544 ( 313 ) 334,231 Commitments and contingencies STOCKHOLDERS ' EQUITY : Convertible preferred stock , $ 0.001 par value ; 20,000,000 shares authorized ; no shares issued or outstanding - - Common stock , $ 0.001 par value ; 500,000,000 shares authorized ; 66,733,655 shares issued and outstanding 67 67 Additional paid - in capital 456,154 456,154 Accumulated other comprehensive loss ( 3,990 ) ( 1,847 ) ( E ) ( 5,837 ) Retained earnings - 36,749 ( D ) 36,749 Total stockholders ' equity 452,231 34,902 487,133 TOTAL LIABILITIES AND STOCKHOLDERS ' EQUITY $ 786,775 $ 34,589 $ 821,364 VALUECLICK , INC . Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements ( A ) Represents gross proceeds from the sale of $ 80 million , plus cash previously reported under " Current assets held for sale " retained by the Company , less third - party transaction costs estimated to be $ 1.6 million . ( B ) Represents the elimination of the assets and liabilities of the Owned & Operated Websites segment . ( C ) * Represents the income tax effects of the sale . ( D ) * Represents the estimated after - tax gain from the sale as if the transaction closed on September 30 , 2013 . ( E ) * Represents the accumulated translation adjustment associated with the divested businesses , which is included in the after - tax gain from the sale . * Actual adjustments may differ from the information presented .