Unaudited Pro Forma Financial Information
Exhibit 99.2
Unaudited Pro Forma Financial Information
On December 3, 2015, Cvent, Inc. (the "Company") entered into an Asset Purchase Agreement (the "Purchase Agreement") by and among the Company, CrowdTorch LLC, a wholly owned subsidiary of the Company ("CrowdTorch") and Vendini, Inc., a California corporation ("Vendini"), pursuant to which Vendini purchased certain assets and assumed certain liabilities of CrowdTorch (such transaction, the "Disposition"). The purchased assets and assumed liabilities comprise CrowdTorch's business of consumer-oriented online and box office ticket sales, premium services and other marketing and promotional services directed towards performance venues and participation sports, including but not limited sales directed through LaughStub, TuneStub, and ElectroStub (the "Ticketing Business"). The purchased assets comprise substantially all of CrowdTorch's assets, other than CrowdTorch's mobile applications business.
The following unaudited pro forma consolidated financial statements have been prepared to give effect to the completed Disposition:
• | The unaudited pro forma consolidated balance sheet at September 30, 2015 gives effect to the Disposition as if it had occurred on September 30, 2015. The unaudited pro forma consolidated balance sheet is derived from the unaudited financial statements of Cvent at September 30, 2015. |
• | The unaudited pro forma consolidated statements of operations for the year ended December 31, 2014 and for the nine months ended September 30, 2015 gives effect to the acquisition as if it had occurred on January 1, 2014. The unaudited pro forma consolidated statements of operations are derived from the Company's audited financial statements for the year ended December 31, 2014 and the unaudited financial statements for the nine months ended September 30, 2015. |
The unaudited pro forma consolidated financial statements should be read in conjunction with the historical consolidated financial statements and related notes of Cvent and the section entitled Management's Discussion and Analysis of Financial Condition and Results of Operations contained in (i) Cvent's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed on March 16, 2015 and (ii) Cvent's Quarterly Report on Form 10-Q for the quarter and nine months ended September 30, 2015, filed on November 4, 2015. The unaudited pro forma consolidated financial statements are not intended to represent or be indicative of the consolidated results of operations or financial condition of Cvent that would have been reported had the Disposition been completed as of the dates presented, and should not be construed as representative of the future consolidated results of operations or financial condition of the Company.
Cvent, Inc.
Unaudited Pro Forma Consolidated Balance Sheet
As of September 30, 2015
(in thousands, except share data)
Cvent, Inc. | Ticketing Business | Pro Forma | |||||||||
Assets | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | 127,174 | $ | (1,440 | ) | (a) | $ | 125,734 | |||
Restricted cash | 382 | — | 382 | ||||||||
Short-term investments | 31,406 | — | 31,406 | ||||||||
Accounts receivable, net | 22,537 | (1,901 | ) | (b) | 20,636 | ||||||
Prepaid expense and other current assets | 16,348 | (2,083 | ) | (b) | 14,265 | ||||||
Deferred tax assets | 8,881 | — | 8,881 | ||||||||
Total current assets | 206,728 | (5,424 | ) | 201,304 | |||||||
Property and equipment, net | 21,517 | (610 | ) | (b) | 20,907 | ||||||
Capitalized software development costs, net | 26,577 | (2,244 | ) | (b) | 24,333 | ||||||
Intangible assets, net | 15,252 | (827 | ) | (b) | 14,425 | ||||||
Goodwill | 33,461 | (1,211 | ) | (b) | 32,250 | ||||||
Other assets, non-current, net | 1,956 | 1,259 | (b) | 3,215 | |||||||
Total assets | $ | 305,491 | $ | (9,057 | ) | $ | 296,434 | ||||
Liabilities and Stockholders’ Equity | |||||||||||
Current liabilities: | |||||||||||
Accounts payable | $ | 3,630 | $ | (2,298 | ) | (c) | $ | 1,332 | |||
Accrued expenses and other current liabilities | 24,096 | (1,242 | ) | (c) | 22,854 | ||||||
Deferred revenue | 72,796 | (346 | ) | (c) | 72,450 | ||||||
Total current liabilities | 100,522 | (3,886 | ) | 96,636 | |||||||
Deferred tax liabilities, non-current | 9,494 | — | 9,494 | ||||||||
Deferred rent, non-current | 11,422 | (10 | ) | (c) | 11,412 | ||||||
Other liabilities, non-current | 4,474 | — | 4,474 | ||||||||
Total liabilities | 125,912 | (3,896 | ) | 122,016 | |||||||
Commitments and contingencies | |||||||||||
Stockholders’ equity | |||||||||||
Preferred stock | — | — | — | ||||||||
Common stock | 42 | — | 42 | ||||||||
Treasury stock | (3,966 | ) | — | (3,966 | ) | ||||||
Additional paid-in capital | 212,196 | — | 212,196 | ||||||||
Accumulated other comprehensive loss | (256 | ) | — | (256 | ) | ||||||
Accumulated deficit | (28,437 | ) | (5,161 | ) | (d) | (33,598 | ) | ||||
Total stockholders’ equity | 179,579 | (5,161 | ) | 174,418 | |||||||
Total liabilities and stockholders’ equity | $ | 305,491 | $ | (9,057 | ) | $ | 296,434 | ||||
Cvent, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2014
(in thousands, except share data)
Cvent, Inc. | Ticketing Business | Pro Forma | |||||||||
Revenue | $ | 142,245 | $ | 5,407 | (e) | $ | 136,838 | ||||
Cost of revenue | 42,066 | 3,117 | (e) | 38,949 | |||||||
Gross profit | 100,179 | 2,290 | 97,889 | ||||||||
Operating expenses: | |||||||||||
Sales and marketing | 61,764 | 2,684 | (e) | 59,080 | |||||||
Research and development | 14,049 | 1,344 | (e) | 12,705 | |||||||
General and administrative | 24,218 | 2,496 | (e) | 21,722 | |||||||
Intangible asset amortization, excluding cost of revenue | 379 | 199 | (e) | 180 | |||||||
Total operating expenses | 100,410 | 6,723 | 93,687 | ||||||||
(Loss) income from operations | (231 | ) | (4,433 | ) | 4,202 | ||||||
Interest income | 1,595 | 2 | (e) | 1,593 | |||||||
Other loss | (434 | ) | — | (434 | ) | ||||||
Income (loss) from operations before income taxes | 930 | (4,431 | ) | 5,361 | |||||||
(Benefit from) provision for income taxes | (864 | ) | (1,772 | ) | (f) | 908 | |||||
Net income (loss) | $ | 1,794 | $ | (2,659 | ) | $ | 4,453 | ||||
Net income per common share: | |||||||||||
Basic | $ | 0.04 | $ | 0.11 | |||||||
Diluted | $ | 0.04 | $ | 0.10 | |||||||
Weighted average common shares outstanding—basic | 40,970,083 | 40,970,083 | |||||||||
Weighted average common shares outstanding—diluted | 43,172,673 | 43,172,673 | |||||||||
Cvent, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the Nine Months Ended September 30, 2015
(in thousands, except share data)
Cvent, Inc. | Ticketing Business | Pro Forma | |||||||||
Revenue | $ | 136,808 | $ | 4,953 | (e) | $ | 131,855 | ||||
Cost of revenue | 43,659 | 2,761 | (e) | 40,898 | |||||||
Gross profit | 93,149 | 2,192 | 90,957 | ||||||||
Operating expenses: | |||||||||||
Sales and marketing | 58,644 | 2,723 | (e) | 55,921 | |||||||
Research and development | 15,338 | 1,035 | (e) | 14,303 | |||||||
General and administrative | 26,998 | 2,158 | (e) | 24,840 | |||||||
Intangible asset amortization, excluding cost of revenue | 1,492 | 149 | (e) | 1,343 | |||||||
Total operating expenses | 102,472 | 6,065 | 96,407 | ||||||||
Loss from operations | (9,323 | ) | (3,873 | ) | (5,450 | ) | |||||
Interest income | 1,800 | — | 1,800 | ||||||||
Other loss | (426 | ) | — | (426 | ) | ||||||
Loss from operations before income taxes | (7,949 | ) | (3,873 | ) | (4,076 | ) | |||||
(Benefit from) provision for income taxes | (703 | ) | (1,549 | ) | (f) | 846 | |||||
Net loss | $ | (7,246 | ) | $ | (2,324 | ) | $ | (4,922 | ) | ||
Net loss per common share: | |||||||||||
Basic | $ | (0.17 | ) | $ | (0.12 | ) | |||||
Diluted | $ | (0.17 | ) | $ | (0.12 | ) | |||||
Weighted average common shares outstanding—basic | 41,512,189 | 41,512,189 | |||||||||
Weighted average common shares outstanding—diluted | 41,512,189 | 41,512,189 | |||||||||
Notes to the Unaudited Pro Forma
Consolidated Financial Statements of
Cvent, Inc.
Note 1. Basis of Pro Forma Presentation
The unaudited pro forma consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission for the purposes of inclusion in Cvent's Form 8-K prepared and filed in conjuction with the Disposition.
Certain information and certain disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures provided herein are adequate to make the information presented not misleading.
The following unaudited pro forma consolidated financial statements have been prepared to give effect to the completed Disposition:
• | The unaudited pro forma consolidated balance sheet at September 30, 2015 gives effect to the Disposition as if it had occurred on September 30, 2015. The unaudited pro forma consolidated balance sheet is derived from the unaudited financial statements of Cvent at September 30, 2015. |
• | The unaudited pro forma consolidated statements of operations for the year ended December 31, 2014 and for the nine months ended September 30, 2015 gives effect to the acquisition as if it had occurred on January 1, 2014. The unaudited pro forma consolidated statements of operations are derived from the Company's audited financial statements for the year ended December 31, 2014 and the unaudited financial statements for the nine months ended September 30, 2015. |
The unaudited pro forma consolidated financial statements should be read in conjuction with the historical consolidated financial statements and related notes of Cvent and the section entitled Management's Discussion and Analysis of Financial Condition and Results of Operations contained in (i) Cvent's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed on March 16, 2015 and (ii) Cvent's Quarterly Report on Form 10-Q for the quarter and nine months ended September 30, 2015, filed on November 4, 2015. The unaudited pro forma consolidated financial statements are not intended to represent or be indicative of the consolidated results of operations or financial condition of Cvent that would have been reported had the Disposition been completed as of the dates presented, and should not be construed as representative of the future consolidated results of operations or financial condition of the Company.
Note 2. Pro Forma Adjustments
The specific pro forma adjustments included in the unaudited pro forma consolidated financial statements are as follows:
(a) | Represents cash of the Ticketing Business provided to Buyer, net of cash consideration received from Buyer. |
(b) | Represents net book value of assets sold to Buyer, net of consideration received from the Buyer. |
(c) | Represents the Company's liabilities assumed by the Buyer. |
(d) | Represents the Company's anticipated loss on disposition calculated as the net difference between the selling price and the net assets sold, including an allocation of Goodwill. |
(e) | Represents the results of operations of the Company's Ticketing business for the period from January 1, 2014 to the date indicated. |
(f) | Represents income tax expense calculated utilizing a combined state and federal statutory tax rate of 40%. |
