Exhibit 99.1
THINQ LEARNING SOLUTIONS, INC.
Condensed Consolidated Financial Statements
For the Three Months Ended March 31, 2005 and 2004
THINQ LEARNING SOLUTIONS, INC.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
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| | Mar. 31, 2005
| | | Dec. 31, 2004
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Assets | | | | | | | | |
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Current Assets | | | | | | | | |
Cash and cash equivalents | | $ | 377 | | | $ | 1,597 | |
Accounts receivable, net | | | 2,349 | | | | 2,137 | |
Prepaid expenses and other current assets | | | 826 | | | | 638 | |
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Total Current Assets | | | 3,552 | | | | 4,372 | |
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Property and Equipment, net | | | 223 | | | | 203 | |
Goodwill | | | 17,168 | | | | 17,168 | |
Restricted Cash | | | 140 | | | | 140 | |
Other Assets | | | 172 | | | | 221 | |
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Total Assets | | $ | 21,255 | | | $ | 22,104 | |
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Liabilities and Stockholders’ Equity | | | | | | | | |
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Current Liabilities | | | | | | | | |
Accounts payable | | $ | 1,710 | | | $ | 1,310 | |
Accrued expenses | | | 1,221 | | | | 719 | |
Current portion of lease obligations from discontinued operations | | | 156 | | | | 376 | |
Line of credit | | | 1,054 | | | | 1,479 | |
Current portion of long-term debt | | | 1,102 | | | | 1,476 | |
Current portion of capital lease obligation | | | 45 | | | | 18 | |
Current portion of deferred revenue | | | 4,975 | | | | 3,795 | |
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Total Current Liabilities | | | 10,263 | | | | 9,173 | |
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Long-Term Debt, net of current portion | | | 989 | | | | 1,093 | |
Lease obligations from discontinued operations, net of current portion | | | 119 | | | | 135 | |
Other | | | 361 | | | | 2,026 | |
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Total Liabilities | | | 11,732 | | | | 12,427 | |
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Stockholders’ Equity | | | | | | | | |
Redeemable Convertible Preferred Stock | | | 81,329 | | | | 81,329 | |
Redeemable Convertible Preferred Stock Warrants | | | 405 | | | | 405 | |
Common stock, $0.01 par value; 190,000,000 shares authorized; 5,620,951 shares issued and 5,247,751 shares outstanding at March 31, 2005 and December 31, 2004 | | | 56 | | | | 56 | |
Additional paid-in capital | | | 20,187 | | | | 20,187 | |
Treasury stock, at cost; 373,200 shares at March 31, 2005 and December 31, 2004 | | | (81 | ) | | | (81 | ) |
Common stock warrants | | | 43 | | | | 43 | |
Accumulated other comprehensive loss | | | (439 | ) | | | (409 | ) |
Accumulated deficit | | | (91,977 | ) | | | (91,853 | ) |
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Total Stockholders’ Equity | | | 9,523 | | | | 9,677 | |
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Total Liabilities and Stockholders’ Equity | | $ | 21,255 | | | $ | 22,104 | |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
THINQ LEARNING SOLUTIONS, INC.
Condensed Consolidated Statements of Operations
(in thousands)
(unaudited)
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For the Three Months Ended March 31,
| | 2005
| | | 2004
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Revenue | | $ | 3,686 | | | $ | 3,303 | |
Cost of Revenues | | | 1,441 | | | | 1,363 | |
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Gross Profit | | | 2,245 | | | | 1,940 | |
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Operating Expenses: | | | | | | | | |
Selling and marketing | | | 1,181 | | | | 1,421 | |
General and administrative | | | 386 | | | | 455 | |
Research and development | | | 624 | | | | 723 | |
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Total Operating Expenses | | | 2,191 | | | | 2,599 | |
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Income (Loss) from Operations | | | 54 | | | | (659 | ) |
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Interest (Expense), net | | | (178 | ) | | | (119 | ) |
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Loss from Continuing Operations | | | (124 | ) | | | (778 | ) |
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Income from Discontinued Operations | | | — | | | | 1,035 | |
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Net Income (Loss) | | $ | (124 | ) | | $ | 257 | |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
THINQ LEARNING SOLUTIONS, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
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For the Three Months Ended March 31,
| | 2005
| | | 2004
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Cash Flows From Operating Activities: | | | | | | | | |
Net income (loss) | | $ | (124 | ) | | $ | 257 | |
Adjustments to reconcile net income (loss) to cash used in operating activities: | | | | | | | | |
Depreciation and amortization | | | 47 | | | | 179 | |
Amortization of bond discount | | | 35 | | | | 9 | |
Changes in assets and liabilities: | | | | | | | | |
Accounts receivable | | | (212 | ) | | | 608 | |
Prepaid expenses and other current assets | | | (188 | ) | | | 137 | |
Other assets | | | 49 | | | | 15 | |
Accounts payable | | | 400 | | | | (554 | ) |
Accrued expenses | | | 146 | | | | (380 | ) |
Lease obligations from discontinued operations | | | (236 | ) | | | (472 | ) |
Lease obligations | | | (45 | ) | | | (3 | ) |
Deferred revenue | | | (196 | ) | | | 6 | |
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Net Cash Used in Operating Activities | | | (324 | ) | | | (198 | ) |
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Cash Flows From Investing Activities: | | | | | | | | |
Acquisition of property and equipment | | | (67 | ) | | | — | |
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Net Cash Used in Investing Activities | | | (67 | ) | | | — | |
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Cash Flows From Financing Activities: | | | | | | | | |
Repayments on line of credit | | | (426 | ) | | | (7 | ) |
Repayments on long-term debt | | | (394 | ) | | | (109 | ) |
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Net Cash Used in Financing Activities | | | (820 | ) | | | (116 | ) |
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Effect of Exchange Rate Changes on Cash and Cash Equivalents | | | (9 | ) | | | (5 | ) |
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Net Decrease in Cash and Cash Equivalents | | | (1,220 | ) | | | (319 | ) |
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Cash and Cash Equivalents, beginning of the period | | | 1,597 | | | | 2,222 | |
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Cash and Cash Equivalents, end of the period | | $ | 377 | | | $ | 1,903 | |
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Supplemental Disclosure of Cash Flow Information: | | | | | | | | |
Cash paid during the period for interest | | $ | 143 | | | $ | 97 | |
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Non-Cash Financing Activity: | | | | | | | | |
Property and equipment acquired through capital lease obligations | | $ | 6 | | | $ | — | |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
THINQ Learning Solutions, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements include the accounts of THINQ Learning Solutions, Inc. and its subsidiaries (the Company) and, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) necessary to fairly state the Company’s consolidated financial position, results of operations, and cash flows as of and for the dates and periods presented.
These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included at Exhibit 99.2 herein. The results of operations for the three months ended March 31, 2005 and 2004 are not necessarily indicative of results for the entire fiscal year or for any future period.
2. COMPREHENSIVE LOSS
SFAS No. 130,Reporting Comprehensive Income,requires disclosure of all components of comprehensive income (loss). Comprehensive income (loss) consists of the net loss plus the Company’s foreign currency translation adjustment and is disclosed in the accompanying condensed consolidated statements of stockholders’ equity.
3. SUBSEQUENT EVENTS
On March 24, 2005, the Company entered into an Agreement and Plan of Merger (the Agreement) with Saba Software, Inc. (Saba). The Merger will be a combined stock-for-stock and cash transaction and the aggregate consideration payable by Saba is up to 1,700,000 shares of common stock and $100,000, subject to a post-closing balance sheet adjustment. In addition, up to an additional 100,000 shares of Saba common stock may be issued over a three-year period pursuant to an earn-out provision. As security for the Stockholders’ indemnification obligations set forth in the Merger Agreement, approximately 20% of the total merger consideration will be held in escrow until the date that Saba’s Annual Report on Form 10-K for the fiscal year ended May 31, 2006 is required to be filed with the Securities and Exchange Commission. All outstanding options and warrants of the Company will terminate at date of sale.
This transaction was completed on May 5, 2005.