Tarantella, Inc.
Exhibit 2.1
Tarantella, Inc.
Pro forma Balance Sheet
April 30, 2003
| April 30, 2003 | ||||
| Assets: | ||||
| Current Assets | ||||
| Cash & cash equivalents | $ | 4,852,494 |
| |
| Available-for-sale equity securities |
| 242,768 |
| |
| Trade receivables |
| 4,385,419 |
| |
| Other receivables |
| 279,473 |
| |
| Prepaids and other current asset |
| 631,165 |
| |
| Total Current Assets |
| 10,391,319 |
| |
| Property and equipment, net |
| 850,369 |
| |
| Long Term Assets: | ||||
| Restricted cash |
| 500,000 |
| |
| Acquired software & Goodwill |
| 3,813,840 |
| |
| Other assets |
| 792,068 |
| |
| Total Assets: | $ | 16,347,596 |
| |
| Liabilities ands Stockholders’ Equity | ||||
| Current Liabilities: | ||||
| Trade Payables | $ | 597,536 |
| |
| Royalties payable |
| 26,667 |
| |
| Income taxes payable |
| 503,222 |
| |
| Accrued restructuring charges |
| 1,046,100 |
| |
| Accrued expenses and other current liabilities |
| 7,593,792 |
| |
| Deferred revenue |
| 1,414,217 |
| |
| Minimum earn-out liability |
| 2,000,000 |
| |
| Current portion of capital lease |
| 305,681 |
| |
| Total Current Liabilities |
| 10,487,215 |
| |
| Long-term deferred revenues |
| 60,805 |
| |
| Total long-term liabilities |
| 60,805 |
| |
| Total Liabilities |
| 10,548,020 |
| |
| Shareholders' equity | ||||
| Common Stock |
| 124,491,839 |
| |
| Accumulated other comprehensive income |
| 117,627 |
| |
| Accumulated Deficit |
| (118,809,890 | ) | |
| Total Stockholders’ Equity |
| 5,799,576 |
| |
| Total Liabilities & Stockholders’ Equity | $ | 16,347,596 |
| |
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED
CONSOLIDATED BALANCE SHEET
The following represents the allocations of the purchase price over the historical net book values of the acquired assets and assumed liabilities of the combined business of New Moon as of the date of the pro forma balance sheet, and is for illustrative purposes only. The actual purchase price allocation will be based on fair values of the acquired assets and assumed liabilities as of the actual acquisition dates. Assuming the transaction occurred on April 30, 2003, the allocation would have been as follows (in thousands):
| Cash | $ | 4,029 |
| |
| Other current assets |
| 322 |
| |
| Acquired software & goodwill |
| 3,614 |
| |
| Current liabilities |
| (2,351 | ) | |
| Purchase price | $ | 5,614 |
|
The purchase price reflects the accrual of direct costs arising from the pending merger of Tarantella and New Moon, estimated at approximately $0.2 million. The adjustment also reflects the elimination of the equity of New Moon and the payment of cash and issuance of Tarantella shares and options.
