EX-99.2 4 dex992.htm UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION OF CMGI, INC. UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION OF CMGI, INC.

 

EXHIBIT 99.2

 

UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

 

The following unaudited pro forma condensed financial statements give effect to the sale by uBid of substantially all of its assets on April 2, 2003. The unaudited pro forma condensed statement of operations for the fiscal year ended July 31, 2002 gives effect to the sale by uBid of substantially all of its assets, as if the sale had occurred on August 1, 2001. The unaudited pro forma condensed balance sheet as of January 31, 2003 gives effect to the sale by uBid of substantially all of its assets, as if the sale had occurred on January 31, 2003. The unaudited pro forma condensed statement of operations for the fiscal year ended July 31, 2002 is based on the historical results of operations of CMGI for the fiscal year ended July 31, 2002. The following unaudited pro forma financial information, consisting of the unaudited pro forma condensed statement of operations and the unaudited pro forma condensed balance sheet and the accompanying notes, should be read in conjunction with, and are qualified by, the historical annual and quarterly financial statements and notes of CMGI. The historical unaudited pro forma financial information herein reflects discontinued operations reporting for Engage, Inc. (“Engage”), NaviSite, Inc. (“NaviSite”), Tallan, Inc. (“Tallan”), Yesmail, Inc. (“Yesmail”), AltaVista Company (“AltaVista”), and uBid. Accordingly, the assets, liabilities and operating results of these companies have been segregated from continuing operations and reported as discontinued operations.

 

CMGI’s fiscal 2003 year to date divestiture activities are as follows: On September 9, 2002, CMGI sold all of its equity and debt ownership interests in Engage. On September 11, 2002, CMGI sold all of its equity and debt ownership interests in NaviSite, pursuant to a plan approved on June 12, 2002. On February 18, 2003, Overture Services, Inc. (“Overture”) and AltaVista signed a definitive agreement under which Overture will acquire AltaVista’s business for approximately $140 million in cash and stock, and will assume certain of AltaVista’s liabilities. Under the terms of the agreement, Overture will pay AltaVista in Overture common stock valued at approximately $80 million (provided that Overture will not be required to issue more than 4,274,670 shares or less than 3,001,364 shares), plus $60 million in cash, and will assume certain of AltaVista’s liabilities. The transaction, which is subject to customary approvals and certain other conditions, is expected to close in April 2003. On February 28, 2003, CMGI sold all of its equity ownership interests in Yesmail. On March 7, 2003, CMGI sold all of its equity ownership interests in Tallan. During the quarter ended January 31, 2003, CMGI determined to divest of uBid either through the sale of its equity interests, or substantially all of uBid’s assets and liabilities. On April 2, 2003, uBid sold substantially all of its assets to Takumi pursuant to the terms of an asset purchase agreement dated April 2, 2003.

 

The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the future results of operations of CMGI after the sale of assets by uBid, or of the results of operations of CMGI that would have actually occurred had the sale of uBid’s assets been effected as of the dates described above.


 

Unaudited Pro Forma Condensed Balance Sheet

January 31, 2003

(In thousands)

 

    

CMGI


  

uBid


  

Pro Forma Adjustments


      

Pro Forma As Adjusted


Assets

                               

Cash and cash equivalents

  

$

174,712

  

$

—  

  

$

1,613 

(A)

    

$

176,325

Accounts receivable, trade, net of allowance for doubtful accounts

  

 

60,173

                    

 

60,173

Current assets of discontinued operations

  

 

59,196

  

 

(27,476)

  

 

210 

(B)

    

 

31,930

Other current assets

  

 

61,586

         

 

1,473 

(C)

    

 

63,059

    

  

  


    

Total current assets

  

 

355,667

  

 

(27,476)

  

 

3,296 

 

    

 

331,487

Property and equipment, net

  

 

26,241

                    

 

26,241

Non-current assets of discontinued operations

  

 

16,042

                    

 

16,042

Other non-current assets

  

 

57,038

                    

 

57,038

    

  

  


    

Total assets

  

$

454,988

  

$

(27,476)

  

$

3,296 

 

    

$

430,808

    

  

  


    

Liabilities and Stockholders’ Equity

                               

Accrued expenses

  

$

151,508

  

$

—  

  

$

1,630 

(D)

    

$

153,138

Current liabilities of discontinued operations

  

 

53,048

  

 

(22,331)

             

 

30,717

Other current liabilities

  

 

46,584

                    

 

46,584

    

  

  


    

Total current liabilities

  

 

251,140

  

 

(22,331)

  

 

1,630 

 

    

 

230,439

Non-current liabilities of discontinued operations

  

 

1,744

  

 

(804)

             

 

940

Other long-term liabilities

  

 

60,936

                    

 

60,936

Stockholders’ equity

  

 

141,168

  

 

(4,341)

  

 

1,613 

(A)

    

 

138,493

                  

 

210 

(B)

        
                  

 

1,473 

(C)

        
                  

 

(1,630)

(D)

        
    

  

  


    

Total liabilities and stockholders’ equity

  

$

454,988

  

$

(27,476)

  

$

3,296 

 

    

$

430,808

    

  

  


    


 

CMGI, Inc.

Unaudited Pro Forma Condensed Statement of Operations

For the Twelve months ended July 31, 2002

(In thousands, except per share data)

 

Net revenues

  

$

168,477

 

Operating expenses:

        

Cost of revenues

  

 

151,967

 

Research and development

  

 

10,650

 

Selling

  

 

30,582

 

General and administrative

  

 

60,787

 

Amortization of intangible assets and stock-based compensation

  

 

4,941

 

Impairment of long-lived assets

  

 

3,752

 

Restructuring

  

 

(4,480

)

    


Total operating expenses

  

 

258,199

 

    


Operating loss

  

 

(89,722

)

Other income (expense):

        

Interest income, net

  

 

36,980

 

Equity in losses of affiliates

  

 

(15,408

)

Minority interest

  

 

1,678

 

Non-operating losses, net

  

 

(65,729

)

    


    

 

(42,479

)

    


Loss from continuing operations before income taxes

  

 

(132,201

)

Income tax benefit

  

 

(2,420

)

    


Loss from continuing operations

  

 

(129,781

)

    


Basic and diluted loss per share from continuing operations

  

$

(0.34

)

    


Weighted average shares used in computing basic and diluted loss per share from continuing operations

  

 

379,800

 

    



 

Notes to the Unaudited Pro Forma Condensed Financial Statements

 

Pro Forma Adjustments and Assumptions:

 

The pro forma information herein gives effect to the following transaction:

 

On April 2, 2003, uBid sold substantially all of its assets to Takumi, pursuant to the terms of an asset purchase agreement dated as of April 2, 2003 by and among Takumi, CMGI and uBid. In consideration of the Asset Sale, Takumi paid uBid (i) $1,612,500 in cash at closing, (ii) a promissory note in the aggregate principal amount of $2,000,000, bearing interest at the Prime rate plus 1.50%, payable in two equal installments on the first and second anniversaries of the closing, and (iii) a warrant to purchase nonvoting common stock of Takumi constituting 5% of the outstanding common stock of Takumi on the consummation of the Asset Sale (calculated on a fully-diluted, as-converted basis). In addition, Takumi assumed certain liabilities of uBid. The amount of consideration was determined as a result of arms’-length negotiations between the parties.

 

The unaudited pro forma condensed financial statements exclude the $222.8 million pro forma loss that uBid would have realized on the sale, had the sale occurred on August 1, 2001. This pro forma loss would have been reported as a component of discontinued operations during the fiscal year ended July 31, 2002. The $222.8 million pro forma loss includes a charge of approximately $205.8 million related to the outstanding goodwill and other intangible assets of uBid as of August 1, 2001. Additionally, during fiscal year 2002, CMGI’s consolidated results of operations included a net loss of approximately $178.5 million for uBid, which has been reclassified as discontinued operations in CMGI’s historical results of operations.

 

 

(A)   The pro forma adjustment represents the $1.6 million in cash paid by Takumi to uBid as part of the consideration for the Asset Sale.
(B)   The pro forma adjustment reflects amounts due from Takumi to CMGI subsidiaries as of January 31, 2003.
(C)   The pro forma adjustment reflects the fair value of the note receivable and warrant received from Takumi as part of the consideration for the Asset Sale.
(D)   The pro forma adjustment represents severance and other transaction costs of uBid that were not assumed by Takumi.