UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On April 16, 2010, Vocus, Inc. and its wholly owned subsidiary, Vocus Holdings B.V.,
(collectively the “Company”), completed its acquisition of Data Presse SAS (“Data Presse”). Pursuant
to the terms of the Agreement, the Company acquired all of the outstanding shares of capital stock
of Data Presse for a purchase price of approximately €7.2 million in cash payable at closing
(approximately $9.7 million, based on the exchange rate on April 16, 2010),
and future potential
cash payments of up to €700,000 in the aggregate (approximately $1.0 million, based on the
exchange rate on April 16, 2010), based on the satisfaction of certain specified criteria following
the consummation of the acquisition.
The unaudited pro forma condensed combined balance sheet gives effect to the transaction as if
occurred on March 31, 2010. The unaudited pro forma condensed combined statements of operations
for the three months ended March 31, 2010 and the year ended December 31, 2009 give effect to the
transaction as if had occurred on January 1, 2009.
The historical financial statements of Data Presse are presented in Euros with a fiscal year
ending September 30. For the purposes of presenting the unaudited pro forma condensed
combined financial information, the unaudited condensed balance sheet as of March 31, 2010 has been
translated into US dollars using the exchange rate as of March 31, 2010, and the statement of
operations for the year ended September 30, 2009 and three month period ended March 31, 2010,
have been translated into US dollars at the average exchange rate for
each respective period. Since Data Presse’s fiscal year end is within 93 days
of the Company’s fiscal year end, December 31, in accordance with the rules of the Securities
and Exchange Commission, Data Presse’s financial statements have
not been converted to the Company’s
fiscal year end. The Company combined Data Presse’s fiscal year September 30 financial statements with the Company’s financial statements as if they were fiscal year
December 31 financial statements.
unaudited pro forma financial data was prepared from the Company’s audited historical
consolidated financial statements included in its annual report filed on Form 10-K for the year
ended December 31, 2009, the Company’s unaudited historical consolidated financial statements
included in its Form 10-Q for the period ended March 31, 2010, Data Presse’s audited historical financial
statements as of and for the year ended September 30, 2009, included in this Current Report on Form
8-K/A and Data Presse’s unaudited historical financial statements as of March 31, 2010, and should be read in conjunction with those financial statements.
The unaudited pro forma condensed combined financial information is presented for illustrative
purposes only and is not indicative of either future results of operations or results that might
have been achieved if the transaction had been consummated as of the
The unaudited pro forma consolidated financial information is based upon currently available
information and assumptions and estimates which we believe are reasonable. These assumptions and
estimates, however, are subject to change. In our opinion, all adjustments have been made that are
necessary to fairly present the pro forma information.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of March 31, 2010
(Dollars in thousands)
income attributable to noncontrolling interest
attributable to Data Presse SAS
Net loss per share:
Basic and diluted
Basic and diluted weighted-average
shares used in computing per share
See Notes to Unaudited Pro Forma Condensed Combined Financial Statements
1. Basis of Pro Forma Presentation
The Unaudited Pro Forma Condensed Combined Financial Statements and explanatory notes give
effect to the combination of Vocus, Inc. (“Vocus”) and Data Presse SAS
(“Data Presse”) including Archipel Productions SARL. On
April 12, 2010, prior to its acquisition by Vocus,
Data Presse acquired all of the outstanding shares of Archipel
Productions SARL. The acquisition of Data Presse by Vocus will be accounted for as a purchase business combination as defined in
Accounting Standards Codification, ASC 805, Business Combinations.
The unaudited pro forma condensed combined balance sheet gives effect to the acquisition as if
had occurred on March 31, 2010. The unaudited pro forma condensed combined statements of
operations for the three months ended March 31, 2010 and for the year ended December 31, 2009 are
presented as if the Data Presse acquisition had occurred on January 1, 2009.
The unaudited pro forma condensed combined financial statements are based on the historical
financial statements of Vocus and Data Presse after giving effect to the acquisition, as well as the
assumptions and adjustments described in the accompanying notes to the unaudited pro forma
condensed combined financial statements. The unaudited pro forma condensed combined financial
statements are not intended to represent or be indicative of the consolidated results of operations
or financial position of Vocus and Data Presse that would have been reported had the acquisition been
completed as of the dates presented, and should not be taken as representative of the future
consolidated results of operations or financial position of Vocus and Data Presse. This information should be
read in conjunction with the accompanying notes to the unaudited pro forma condensed combined
financial statements, the historical consolidated financial statements and accompanying notes of
Vocus’ annual report filed on Form 10-K for the year ended December 31, 2009, the quarterly report
on Form 10-Q for the quarter ended March 31, 2010, and the financial statements of Data Presse
included as Exhibit 99.1 in this Current Report on Form 8-K/A.
2. Preliminary Purchase Price Allocation
price consisted of approximately $9.7 million in cash paid at
contingent cash consideration for the achievement of certain
financial performance metrics. Additionally, the sellers are entitled
to cash compensation based on the continued employment of Data
Presse’s former majority stockholder for a period of one year
from the date of acquisition.
The preliminary purchase price and
related allocation is dependent upon the finalization of the closing balance sheet of Data Presse
and the finalization of the independent valuation of the acquired
intangible assets and certain other assets and liabilities. Any
adjustments to the closing balance sheet or fair value of the net
assets acquired of Data Presse will change the amount
of the purchase price allocable to goodwill. Final purchase accounting adjustments may therefore differ from
the pro forma adjustments presented here.
The preliminary purchase consideration consisted of the following (in thousands):
consideration (estimated at fair value)
Total purchase consideration
The purchase price is allocated to the Data Presse tangible and intangible assets acquired and
liabilities assumed based on their estimated fair values as of the acquisition date. The excess of
the purchase price over the net tangible and intangible assets acquired will be recorded as goodwill. The
purchase price has been allocated on a preliminary basis as follows:
Other current assets
equipment and software
Accounts payable and accrued liabilities
payable and capital lease obligations
Total purchase price
3. Pro Forma Adjustments
The following pro forma adjustments are included in the unaudited pro forma condensed combined
reflect the cash portion of the purchase price of $9,723 and the
estimated contingent consideration
record the incremental cash compensation related to Data
Presse’s former majority stockholder’s continued employment.
(C) To adjust deferred revenue to its estimated fair value.
record a deferred income tax liability related to the acquired intangible assets.
record the estimated fair value of identifiable intangible assets
acquired totaling $4,938.
eliminate Data Presse’s historical identifiable intangible assets.
(G) To record the preliminary goodwill resulting from the acquisition.
eliminate the historical stockholders’ equity of Data Presse.
(I) To reflect incremental amortization expense related to identifiable intangible assets
eliminate historical amortization expense related to Data Presse’s historical intangible