Exhibit 99.4
Unaudited Pro Forma Combined Condensed Financial Information
The following unaudited pro forma combined condensed financial statements
give effect to the merger of Macrovision Corporation ("Macrovision") and
GLOBEtrotter Software Inc. ("GLOBEtrotter") on a pooling of interest basis. The
unaudited pro forma combined condensed statements of operations assume the
merger was consummated as of the beginning of the earliest period presented and
combine Macrovision and GLOBEtrotter statements of operations for the six months
ended June 30, 2000 and the years ended December 31, 1999, 1998 and 1997,
respectively. The unaudited pro forma combined condensed balance sheet at June
30, 2000 combines the consolidated balance sheet of Macrovision as of June 30,
2000 and the consolidated balance sheet of GLOBEtrotter as of June 30, 2000.
These unaudited pro forma combined condensed financial statements,
including the notes thereto, are qualified in their entirety by reference to,
and should be read in conjunction with, the consolidated financial statements of
Macrovision, included in its Annual Report on Form 10-K for the year ended
December 31, 1999, its Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2000, its Definitive Proxy Statement on Form DEF14A and its
Current Report on Form 8-K filed March 31, 2000.
The following unaudited pro forma combined condensed financial statements
are presented for illustrative purposes only and are not necessarily indicative
of the combined financial position or results of operations of future periods or
the results of financial position that actually would have been realized had
Macrovision and GLOBEtrotter been a combined company during the specified
periods.
<PAGE>
PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION
June 30, 2000
(Unaudited)
(Amounts in thousands)
<TABLE>
<CAPTION>
Pro Forma Pro Forma
Macrovision Globetrotter Adjustments Combined
----------- ------------ ----------- --------
<S> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 13,141 $ 881 $ 14,022
Short-term investments 119,650 -- 119,650
Accounts receivable, net 9,603 4,194 13,797
Inventories 89 111 200
Prepaid expenses and other assets 6,274 489 6,763
-------- ------- ------- --------
Total Current Assets 148,757 5,675 154,432
Property and equipment, net 1,613 378 1,991
Patents and other intangibles, net 1,459 667 2,126
Long-term marketable investment securities 104,723 -- 104,723
Intangibles associated with acquisition, net 15,145 -- 15,145
Other assets 7,462 -- 7,462
-------- ------- ------- --------
TOTAL ASSETS $279,159 $ 6,720 $285,879
======== ======= ======== ========
LIABILITIES
Accounts payable $ 1,674 $ 100 $ 1,774
Accrued expenses 4,389 1,018 5,407
Deferred revenue 2,941 6,120 9,061
Income taxes payable 411 8 419
Current portion of capital lease obligations 19 67 86
-------- ------- ------- --------
Total Current Liabilities 9,434 7,313 16,747
Note payable -- 166 166
Deferred tax liabilities 11,630 -- 11,630
-------- ------- ------- --------
TOTAL LIABILITIES 21,064 7,479 28,543
STOCKHOLDERS' EQUITY 258,095 (759) 257,336
-------- ------- ------- --------
TOTAL LIABILITIES STOCKHOLDERS'
EQUITY $279,159 $ 6,720 $285,879
======== ======= ======== ========
</TABLE>
<PAGE>
PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
Six Months Ended June 30, 2000
(Unaudited)
(Amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Pro Forma Pro Forma
Macrovision Globetrotter Adjustments Combined
----------- ------------ ----------- --------
<S> <C> <C> <C> <C>
Net revenues $26,246 $ 8,612 $34,858
Costs and expenses:
Costs of revenues 1,764 197 1,961
Research and development 2,340 781 3,121
Selling and marketing 5,174 2,093 7,267
General and administrative 4,030 1,821 5,851
Goodwill amortization 1,487 -- 1,487
Stock-based compensation -- 10,851 10,851
------- -------- -------
Total costs and expenses 14,795 15,743 30,538
------- -------- -------
Operating income 11,451 (7,131) 4,320
Interest and other income, net 4,932 40 4,972
------- -------- -------
Income before income taxes 16,383 (7,091) 9,292
Income taxes 6,455 48 6,503
------- -------- -------
Net income $ 9,928 $ (7,139) $ 2,789
======= ======== =======
Basic earnings per share $ 0.25 $ (0.88) $ 0.06
======= ======== =======
Shares used in computing basic earnings per share 39,742 8,099 846(a) 48,687
======= ======== ====== =======
Diluted earnings per share $ 0.24 $ (0.88) $ 0.05
======= ======== =======
Shares used in computing diluted earnings per
share 41,981 8,099 846 50,926
======= ======== ====== =======
</TABLE>
<PAGE>
PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
Year Ended December 31, 1999
(Unaudited)
(Amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Pro Forma Pro Forma
Macrovision Globetrotter Adjustments Combined
----------- ------------ ----------- --------
<S> <C> <C> <C> <C>
Net revenues $37,390 $14,686 $52,076
Costs and expenses:
Costs of revenues 3,012 338 3,350
Research and development 4,402 1,213 5,615
Selling and marketing 8,973 3,968 12,941
General and administrative 5,529 3,830 9,359
Goodwill amortization 1,600 -- 1,600
In-process research & development 4,286 -- 4,286
------- ------- -------
Total costs and expenses 27,802 9,349 37,151
------- ------- -------
Operating income 9,588 5,337 14,925
Interest and other income, net 1,603 68 1,671
------- ------- -------
Income before income taxes 11,191 5,405 16,596
Income taxes 3,961 148 4,109
------- ------- -------
Net income $ 7,230 $ 5,257 $12,487
======= ======= =======
Basic earnings per share $ 0.20 $ 0.66 $ 0.28
======= ======= =======
Shares used in computing basic earnings per share 36,196 8,000 835(a) 45,031
======= ======= ===== =======
Diluted earnings per share $ 0.19 $ 0.66 $ 0.27
======= ======= =======
Shares used in computing diluted earnings per
share 38,262 8,000 835 47,097
======= ======= ===== =======
</TABLE>
<PAGE>
PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
Year Ended December 31, 1998
(Unaudited)
(Amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Pro Forma Pro Forma
Macrovision Globetrotter Adjustments Combined
----------- ------------ ----------- --------
<S> <C> <C> <C> <C>
Net revenues $24,434 $12,012 $36,446
Costs and expenses:
Costs of revenues 2,081 354 2,435
Research and development 2,578 1,494 4,072
Selling and marketing 5,985 3,667 9,652
General and administrative 4,621 2,816 7,437
------- ------- -------
Total costs and expenses 15,265 8,331 23,596
------- ------- -------
Operating income 9,169 3,681 12,850
Interest and other income, net 1,102 77 1,179
------- ------- -------
Income before income taxes 10,271 3,758 14,029
Income taxes 3,929 91 4,020
------- ------- -------
Net income $ 6,342 $ 3,667 $10,009
======= ======= =======
Basic earnings per share $ 0.20 $ 0.46 $ 0.25
======= ======= =======
Shares used in computing basic earnings per share 32,016 8,000 835(a) 40,851
======= ======= ====== =======
Diluted earnings per share $ 0.19 $ 0.46 $ 0.23
======= ======= =======
Shares used in computing diluted earnings per share 34,212 8,000 835 43,047
======= ======= ====== =======
</TABLE>
<PAGE>
PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
Year Ended December 31, 1997
(Unaudited)
(Amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Pro Forma Pro Forma
Macrovision Globetrotter Adjustments Combined
----------- ------------ ----------- --------
<S> <C> <C> <C> <C>
Net revenues $20,340 $10,723 $31,063
Costs and expenses:
Costs of revenues 2,422 271 2,693
Research and development 2,248 1,293 3,541
Selling and marketing 5,765 3,156 8,921
General and administrative 4,149 2,026 6,175
------- ------- -------
Total costs and expenses 14,584 6,746 21,330
------- ------- -------
Operating income 5,756 3,977 9,733
Interest and other income, net 478 2 480
------- ------- -------
Income before income taxes 6,234 3,979 10,213
Income taxes 2,413 34 2,447
------- ------- -------
Net income $ 3,821 $ 3,945 $ 7,766
======= ======= =======
Basic earnings per share $ 0.15 $ 0.49 $ 0.22
======= ======= =======
Shares used in computing basic earnings per share 25,904 8,000 835(a) 34,739
======= ======= ====== =======
Diluted earnings per share $ 0.14 $ 0.49 $ 0.21
======= ======= =======
Shares used in computing diluted earnings per share 27,840 8,000 835 36,675
======= ======= ====== =======
</TABLE>
<PAGE>
Notes to Unaudited Pro Forma Combined Condensed Financial Statements
1. Pro Forma Basis of Presentation
The unaudited pro forma condensed combined statements of income are
based on the unaudited condensed consolidated financial statements of each
Macrovision and GLOBEtrotter for the six months ended June 30, 2000, the
consolidated financial statements of each Macrovision and GLOBEtrotter for the
years ended December 31, 1999, 1998 and 1997. The unaudited pro forma condensed
combined statement of financial position is based on the unaudited condensed
consolidated financial statements of each of Macrovision and GLOBEtrotter at
June 30, 2000. The unaudited pro-forma combined condensed financial statements
reflect the combined operations of the two companies as if the merger was
consummated as of the earliest period presented on a pooling of interest basis.
In the opinion of Macrovision and GLOBEtrotter management, all adjustments and
disclosures necessary for a fair presentation of the pro forma data have been
made. These unaudited pro forma combined condensed financial statements are
presented for illustrative purposes only and are not necessarily indicative of
the operating results or the financial position that would have been achieved
had the merger been consummated as of the dates indicated or of the results that
may be obtained in the future.
2. Pro Forma Adjustments
(a) The pro forma combined diluted earnings per share is based on net
income and the weighted average number of outstanding common shares, including
the dilutive effect of incentive and non-qualified stock options. The weighted
average number of outstanding common shares has been adjusted to reflect the
exchange ratio of 1.104407 shares of Macrovision common stock for each share of
GLOBEtrotter common stock.
A pro forma adjustment has been made to reflect the assumed issuance of
approximately 8,944,548 shares of Macrovision common stock in exchange for all
of the outstanding GLOBEtrotter common stock (based on the exchange ratio of
1.104407). The actual number of shares of Macrovision common stock to be issued
in connection with the merger will be based on the number of shares of`
GLOBEtrotter common stock issued and outstanding at the effective time of the
merger.
Each outstanding GLOBEtrotter option will be converted into an option with
respect to common stock of the combined company, in a manner that maintains the
intrinsic value of the converted option. The number of shares of common stock of
the combined company to which any such converted option will be converted to
equal the number of GLOBEtrotter shares subject to the option multiplied by
1.104407 (the exchange ratio for the merger), and the exercise price of such
award will be its current exercise price divided by 1.104407.
(b) No pro forma adjustment has been made to reflect a combined effective
tax rate for the combined company. GLOBEtrotter elected S corporation status for
federal and state income tax purposes in the presented periods. If the
Macrovision tax rate had been used, the combined company's pro-forma combined
income tax expense would have been increased by approxmately $1.4 million, $1.3
million and $1.5 million for the six months ended June 30, 2000 and December 31,
1999, 1998 and 1997, respectively.
